ORYX TECHNOLOGY CORP
10QSB, 2000-07-14
ELECTRICAL INDUSTRIAL APPARATUS
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark one)

         QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
 [X]     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2000.

                                       OR

         TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
[ ]      ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______.

                         Commission file number: 1-12680

                              ORYX TECHNOLOGY CORP.

        (Exact name of small business issuer as specified in its charter)

                Delaware                                22-2115841
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)               Identification Number)


           1100 Auburn Street
           Fremont, California                             94538
(Address of principal executive offices)                (Zip Code)

         Issuer's telephone number, including area code: (510) 492-2080

         Check whether the issuer (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 outstanding of the issuer's Common Stock as of May
31, 2000 was 16,699,287.

                                       1
<PAGE>



                              ORYX TECHNOLOGY CORP.

                                   FORM 10-QSB

                                Table of Contents

PART I.  FINANCIAL INFORMATION                                            Page

Item 1. Financial Statements ..............................................  3

Item 2. Management's Discussion and Analysis or Plan of Operations ........  8



PART II.  OTHER INFORMATION

Item 5.  Other Information ................................................ 13

Item 6.  Exhibits and Reports on Form 8-K ................................. 13



                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>

                              ORYX TECHNOLOGY CORP.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
<CAPTION>
              Assets                                                  May 31,      February 29,
                                                                       2000           2000
                                                                   ------------    ------------
<S>                                                                <C>             <C>
Current assets:
  Cash and cash equivalents                                        $  4,291,000    $  4,529,000
  Short term investments                                                993,000         989,000
  Accounts receivable, net of allowance for doubtful
    accounts of $0 and $40,000                                           24,000          50,000
  Other current assets                                                   39,000         127,000
                                                                   ------------    ------------
    Total current assets                                              5,347,000       5,695,000

Property and equipment, net                                             281,000         262,000
Other assets                                                             32,000          32,000
                                                                   ------------    ------------
                                                                   $  5,660,000    $  5,989,000
                                                                   ============    ============

              Liabilities, Mandatorily Convertible Redeemable
                  Preferred Stock and Stockholders' Equity

Current liabilities:
  Accounts payable                                                 $     44,000    $     43,000
  Accrued liabilities                                                   440,000         672,000
  Deferred revenue                                                       19,000          19,000
                                                                   ------------    ------------
    Total current liabilities                                           503,000         734,000


Series A 2% mandatorily convertible redeemable Preferred Stock           89,000          89,000
    $0.001 par value; 3,000,000 shares authorized;
    3,750 shares issued and outstanding,

Stockholder' equity:
  Common Stock, $0.001 par value; 25,000,000 shares
    authorized; 16,699,287 and 16,457,682 issued and outstanding         17,000          16,000
Additional paid-in capital                                           25,579,000      25,237,000
Accumulated deficit                                                 (20,528,000)    (20,087,000)
                                                                   ------------    ------------
      Total stockholders' equity                                      5,068,000       5,166,000
                                                                   ------------    ------------
                                                                   $  5,660,000    $  5,989,000
                                                                   ============    ============
<FN>
See the accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>

                                       3
<PAGE>

                              ORYX TECHNOLOGY CORP.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)


                                                         Three Months Ended
                                                              May 31,
                                                   -----------------------------
                                                       2000            1999
                                                   ------------    ------------

Net Revenue                                        $     61,000    $    189,000
Cost of sales                                           126,000         342,000
                                                   ------------    ------------
  Gross profit (loss)                                   (65,000)       (153,000)
                                                   ------------    ------------

Operating expenses:
 General and administrative                             419,000         446,000
 Research and development                                22,000         183,000
                                                   ------------    ------------
       Total operating expenses                         441,000         629,000
                                                   ------------    ------------

Loss from operations                                   (506,000)       (782,000)
Interest income (expense), net                           66,000          34,000
Other income (expenses)                                    --            (9,000)
                                                   ------------    ------------
  Loss from continuing operations                      (440,000)       (757,000)

Discontinued operations:

 Income from discontinued operations                       --           268,000
 Income on disposal of discontinued operation              --              --
                                                   ------------    ------------
   Income from discontinued operations                     --           268,000
                                                   ------------    ------------

Net loss                                               (440,000)       (489,000)
Dividends                                                (1,000)         (1,000)
                                                   ------------    ------------
    Net loss attributable to Common Stock          $   (441,000)   $   (490,000)
                                                   ============    ============

     Basic and diluted loss per common share
       from continuing operations                  $      (0.03)   $      (0.05)
                                                   ============    ============
     Basic and diluted income per common share
       from discontinued operations                $       --      $       0.02
                                                   ============    ============

     Basic and diluted net loss per common share   $      (0.03)   $      (0.03)
                                                   ============    ============

 Weighted average common shares used to
   compute basic and diluted net loss per share
   basic and diluted net loss per share (Note 3)     16,588,599      14,473,000
                                                   ============    ============

See the accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                              ORYX TECHNOLOGY CORP.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)


                                                         Three Months Ended
                                                               May 31,
                                                      -------------------------
                                                          2000         1999
                                                      -----------   -----------
Cash flows from operating activities:
 Net  loss                                            $  (440,000)  $  (489,000)
 Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities:
   Income from discontinued operations                       --        (268,000)
   Loss from asset disposition                               --           8,000
   Depreciation and amortization                           21,000        30,000
   Non-cash stock compensation                              7,000        84,000
Changes in assets and liabilities:
    Accounts receivable, net                               26,000      (334,000)
    Other current assets                                   88,000       (67,000)
    Other assets                                             --           1,000
    Accounts payable                                        1,000       (27,000)
    Accrued liabilities                                  (232,000)       96,000
                                                      -----------   -----------
    Net cash used in continuing operations               (529,000)     (966,000)
    Net cash provided by discontinued operations             --         620,000
                                                      -----------   -----------
    Net cash used in operations                          (529,000)     (346,000)
                                                      -----------   -----------

Cash flows from investing activities:
 Capital expenditures                                     (40,000)      (34,000)
 Proceeds from assets disposition                            --          16,000
 Purchase of short term investment                         (4,000)         --
                                                      -----------   -----------
    Net cash used in investing activities                 (44,000)      (18,000)
                                                      -----------   -----------

Cash flows from financing activities:
 Payment of capital lease obligations                        --          (4,000)
 Repayment of notes payable                                  --         (19,000)
 Proceeds from exercise of warrants for Common Stock       12,000     3,360,000
 Proceeds from exercise of options for Common Stock       324,000         2,000
 Other                                                     (1,000)       (1,000)
                                                      -----------   -----------
   Net cash provided by financing activities              335,000     3,338,000
                                                      -----------   -----------

Net increase (decrease) in  cash and cash equivalents    (238,000)    2,974,000

Cash and cash equivalents at beginning of period        4,529,000     1,570,000
                                                      -----------   -----------

Cash and cash equivalents at end of period            $ 4,291,000   $ 4,544,000
                                                      ===========   ===========


See the accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

                              ORYX TECHNOLOGY CORP.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - GENERAL

The  information  contained in the  following  Notes to  Condensed  Consolidated
Financial  Statements  is  condensed;   accordingly,  the  financial  statements
contained  herein  should be reviewed in  conjunction  with the  Company's  Form
10-KSB for the year ended February 29, 2000.

The results of operations for the interim periods  presented are not necessarily
indicative of the results expected for the entire year.

The financial  information  for the periods ended May 31, 2000 and 1999 included
herein is  unaudited  but  includes  all  adjustments  which,  in the opinion of
management  of the  Company,  are  necessary  to present  fairly  the  financial
position of the Company and its  subsidiary at May 31, 2000,  and the results of
their  operations  and cash flows for the three month periods ended May 31, 2000
and May 31, 1999.

NOTE 2 - STOCKHOLDERS' EQUITY

On August 11,  1998,  the  Company  entered  into a  seventeen  month  Marketing
Agreement  (the   "Agreement")  to  receive  investor   relation  services  from
Continental  Capital.  The Company agreed to issue to Continental  Capital up to
202,500 shares of common stock in consideration for services to be received.  At
November 30,  1999,  all 202,500  shares of common  stock have been  issued.  In
addition, a warrant to purchase 60,000 shares of common stock at $1.09 per share
with a two-year term was issued to Continental  Capital.  The Company recognized
expense as the services were  received,  and recorded  expense of $53,349 during
the three month period ended May 31, 1999.


NOTE 3 - INCOME (LOSS) PER SHARE

Basic  and  diluted  earnings  per  share for the  periods  presented  have been
computed by dividing  income or loss  available  to common  stockholders  by the
weighted average common shares outstanding for the period. Due to the net losses
from  continuing  operations  incurred for the three month periods ended May 31,
2000 and May 31, 1999, all common stock equivalents  outstanding were considered
anti dilutive and were excluded  from the  calculations  of diluted net loss per
share. No adjustments were made to net loss  attributable to common stock in the
calculation of basic or diluted  earnings per share in fiscal 2001 or 2000. Anti
dilutive  securities and common stock equivalents at May 31, 2000 which could be
dilutive in future periods  include  common stock options to purchase  3,351,000
shares of common stock,  warrants to purchase  1,243,000 shares of common stock,
3,750  shares of Series A  preferred  stock which may be  converted  into 44,000
shares of common stock and subsidiary  stock options to purchase  304,000 shares
in the Company's  SurgX  subsidiary  which could reduce the  Company's  share of
profits in the calculation of earnings per share in future periods.

                                       6
<PAGE>

NOTE 4 - COMPREHENSIVE INCOME

In March 1998, the Company adopted Statement of Financial  Accounting  Standards
(SFAS) No. 130,  "Reporting  Comprehensive  Income."  Comprehensive  income,  as
defined,  includes all changes in equity during a period from non-owner  sources
including unrealized gains and losses on available-for-sale securities. There is
no difference  between net loss  attributable to common stock and  comprehensive
loss for all periods presented.

NOTE 5 - NEW ACCOUNTING STANDARD

In June 1998,  the FASB issued  Statement of Financial  Accounting  Standard No.
133,  "Accounting for Derivative  Instruments and Hedging Activities," (SFAS No.
133)  which  establishes  accounting  and  reporting  standards  for  derivative
instruments,  and for hedging activities.  It requires that an entity recognizes
all  derivatives  as either assets or  liabilities in the statement of financial
position and measure  those  instruments  at fair value.  The Company will adopt
SFAS No. 133 as required for its second  quarterly  filing in fiscal  2001.  The
Company  currently does not hold any instruments which would be affected by SFAS
No. 133.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial  Statements.  SAB
101 provides guidance for revenue recognition under certain  circumstances.  SAB
101 is  effective  for the  Company's  fiscal year  ending  February  28,  2001.
Implementation  of SAB 101 is not  expected  to  require  the  Company to change
existing  revenue  recognition  policies and therefore is not expected to have a
material effect on the Company's financial position or results of operations.

 NOTE 6 - INSTRUMENTS AND MATERIALS DISCONTINUED OPERATIONS

On August 18, 1999,  pursuant to the terms of an Asset Purchase  Agreement dated
as of June 1, 1999 by and among Oryx Technology Corp. ("Oryx") and Oryx Advanced
Materials Inc.  ("OAMI"),  Oryx sold to OAMI certain specified assets associated
with Oryx' carbon target assembly  manufacturing  and related  materials coating
business  (the  "Materials"  business)  for a cash  payment of $400,000  and the
assumption  of  substantially  all  of  the  liabilities  associated  with  such
business.  The Company retained ownership of approximately  $280,000 in accounts
receivable  balances  relating  to  the  Materials  business  subsequent  to the
disposition.  In  addition,  Oryx  licensed  to OAMI  certain  patents and other
technology  associated  with the  purchased  assets.  OAMI will pay Oryx royalty
payments over ten years,  with a maximum royalty payment of $2.2 million for the
first three years,  based on OAMI's gross profits.  As of February 29, 2000, the
Company has received and recognized  $249,000 in royalty  payments from OAMI for
fiscal 2000.  No payments  were received from OAMI during the three month period
ended May 31, 2000.

In addition,  on February 27, 1998, Corus  Investments  Ltd., a Bahamas Company,
acquired  8,000,000  shares  of the  authorized  Class A  Common  Stock  of Oryx
Instruments  and  Materials  Corporation  (the  "Instruments"  business)  for  a
purchase price of $500,000 (the "Sale").  Prior to the Sale,  Instruments  was a
wholly  owned  subsidiary  of the  Company.  As  part of the  Sale,  Instruments
redeemed  8,000,000 of the 10,000,000 shares of Class A Common Stock held by the
Company for an aggregate redemption price of $1,500,000.

The disposal of OAMI and Oryx  Instruments and Materials have been aggregated as
they represent the final sale of one business segment, and the operating results
of OAMI and Oryx  Instruments and

                                       7
<PAGE>

Materials have been  segregated and reported as discontinued  operations.  Prior
year  financial  statements  have  been  restated  to  include  the  results  of
operations  of  OAMI  and  Oryx   Instruments   and  Materials  as  discontinued
operations.  Revenue from discontinued  operations was $1,049,000 and $4,037,000
for the year ended February 29, 2000 and February 28, 1999, respectively. Income
taxes related to the discontinued  operations and the tax benefit resulting from
the gain on disposal of the OAMI business  were  immaterial.  Transaction  costs
related to the OAMI disposal were $55,000.  The Company has no remaining  assets
or liabilities  relating to the Instruments and Materials business as of May 31,
2000.  Revenue from  discontinued  operations was $1,049,000 for the three month
period ended May 31, 1999.

NOTE 7 - SUBSEQUENT EVENTS

In July 2000,  Oryx  Ventures  LLC, the Company's  newly formed  investment  and
management   services  entity,   made  a  $500,000  equity  investment  in  LOTS
Technology,  Inc. ("LOTS"),  a developer of digital optical storage  technology.
Oryx  Ventures will receive a warrant to purchase  additional  equity in LOTS as
compensation  for senior advisory  services to be provided.  This investment and
warrant to be received represent  approximately a 6.6% equity ownership in LOTS.
This investment will be accounted for under the cost method.

Item 2.

Management's Discussion and Analysis or Plan of Operations

This  discussion  and  analysis is designed to be read in  conjunction  with the
Management's  Discussion and Analysis set forth in the Company's Form 10-KSB for
the fiscal year ended February 29, 2000. As used herein,  "we",  "our", "us" and
the like refer to Oryx Technology Corp.

This Quarterly Report on Form 10-QSB contains forward-looking  statements within
the  meaning  of  the  Private   Securities   Litigation  Reform  Act  of  1995,
particularly  statements  regarding market  opportunities,  market share growth,
competitive  growth,  new product  introductions  by our  licensees,  success of
research and development efforts by our licensees and customer acceptance of new
products. These forward-looking statements involve risks and uncertainties,  and
the cautionary  statements set forth below identify important factors that could
cause  actual  results to differ  materially  from those  predicted  in any such
forward  looking  statements.  Such  factors  include,  but are not  limited to,
adverse changes in general economic conditions, including adverse changes in the
specific markets for our products, adverse business conditions,  dependence upon
our licensees for the  commercial  success of our products,  adverse  changes in
customer  order  patterns,  increased  competition,  lack of  acceptance  of new
products, lack of success in technological advancement, and other factors.

All  investors  should  carefully  read the Form 10-KSB  together with this Form
10-QSB,  and consider all such risks before making an  investment  decision with
respect to the Company's stock.

Business Segments

During  fiscal 1998 we  initiated a  restructuring  of our  operations.  Through
fiscal 1998,  we designed,  manufactured  and marketed  specialized  components,
analytical  equipment  and  instrumentation   products  for  original  equipment
manufacturers,  in  the  information  technology  industry.  We  operated  three
majority owned subsidiaries, focusing on three distinct market segments:

o        power conversion products (Oryx Power Products Corporation);

o        electrical surge protection products (SurgX Corporation); and

                                       8
<PAGE>

o        materials  analysis  and  test  equipment  and  specialized   materials
         products (Oryx Instruments and Materials Corporation).



During  the later part of fiscal  1998 we  embarked  upon a major  restructuring
program which resulted in

         [ ]      the sale on February 27, 1998 of the test equipment portion of
                  the business of Oryx Instruments and Materials Corporation;

         [ ]      the sale on March 2, 1998 of substantially all of the business
                  of Oryx Power Products Corporation in its entirety.

         [ ]      the sale on August 18,  1999 of the  remaining  operations  of
                  Oryx Instruments and Materials Corporation,  consisting of the
                  carbon target assembly and related materials coating business.

As a result  of our  restructuring,  we  disposed  of  substantially  all of our
operating  businesses which accounted for substantially  all of our revenue.  In
the absence of increased sales of our SurgX and Intragene  technologies  through
our licensees,  such  restructuring  have sharply  reduced our revenues  without
creating opportunities to offset the lost revenues.

Today we have two primary focuses:

         [ ]      collecting royalties for our SurgX and Intragene technologies;
                  from  our  SurgX   licensees,   Cooper   Bussmann   and  IRISO
                  Electronics,   Inc.  ,  and  from  our  Intragene   technology
                  licensee, Oryx Advanced Materials, Inc. ; and

         [ ]      investing  in   technology   start-up   companies   through  a
                  majority-owned  investment  and management  services  company,
                  Oryx Ventures, LLC.

SurgX Corporation

SurgX  Corporation,  or SurgX,  is currently  the  subsidiary  through  which we
license our surge protection technology.  The underlying  technologies developed
by SurgX are currently licensed exclusively to two licensees, Cooper Electronics
Technology,  Inc., or Cooper Bussmann,  and IRISO Electronics Company,  Ltd., or
IRISO.  Products  manufactured by these licensees  utilizing SurgX's proprietary
technology are targeted to be sold to original equipment manufacturers, or OEMs,
in the computer, communication, and electronics industries to provide protection
against electrostatic  discharge, or ESD, events through discrete devices at the
printed circuit board level.

As the information technology industry increases capacity and performance, it is
requiring faster speeds,  smaller chip geometries and lower operating  voltages.
These developments have been accompanied by increases in product  susceptibility
to failures from over-voltage  threats mainly from ESD. Failure to address these
problems can result in the destruction of chips and circuitry. These threats can
originate from inside or outside the products and can arise from such factors as
ESD,  induced  lightning  effects,  spurious line  transients  and other complex
over-voltage  sources.  During the last  decade,  new  products  have emerged to
address protection of integrated circuits from ESD. Related specialized products
range  from  wrist  straps  worn by  electronics  assembly  workers,  to special
anti-static  packaging of both  components and  sub-assemblies  as well as board
level protection devices such as diodes and varistors.


                                       9
<PAGE>

The global market for all over-voltage protection devices currently is estimated
at approximately  $2.1 billion and includes some more mature  transient  voltage
suppression, or TVS, devices such as gas discharge tubes, varistors, and diodes.
The major markets  targeted for new surge  protection  devices and  technologies
such as those  represented by our technology are  telecommunication,  automotive
and computers.  Sales of surge  protection  devices are divided among  varistors
(40%), diodes (40%), and gas discharge tubes and surge resistor networks (20%).

Our licensees, Cooper Bussmann and IRISO, have sole responsibility for marketing
products  using our SurgX  technology.  The  discrete  TVS diode is the  primary
market targeted by our licensees.  This market is forecasted to be approximately
$900 million in calendar  year 2000 with an estimated  forecast  annual  average
growth  rate of 8% in terms of dollar  value,  and 11% in terms of unit  volume,
through 2003. To a lesser extent,  our licensees will seek to participate in the
varistor  market,  which is  approximately  the same size as the diode  segment.
Within these  markets the most  important use criteria  tends to be cost.  After
cost, the level of capacitance, response time, size, energy handling and leakage
current  are  important  criteria.  It is the  latter  criteria  on which  SurgX
competes.  The low  capacitance  requirement of ESD  protection  devices in many
circuit  designs have provide the initial  entry into the diode market  segment.
Our licensees have not focused on the low price, high volume diode market since,
to date,  they have not been able to  achieve  product  costs  competitive  with
diodes.  However,  they are currently focusing on cost reduction  initiatives to
reduce  product  cost to better  compete  in the high  volume,  low price  diode
market.

Cooper  Bussmann is a leading  manufacturer  of fuses and its target  market for
SurgX is the rapidly growing electronics  market.  Cooper Bussmann had initially
taken on the  manufacturing of discrete  components using SurgX. In fiscal 2000,
to address the market  requirements of high volume and low cost, Cooper Bussmann
initiated offshore  manufacturing  through an Asian contract  manufacturer.  The
current  capacity of this contract  manufacturer  is ten million units per month
with the  ability  to expand  and  handle  increased  capacity  in the future to
accommodate  anticipated  demand for products  incorporating  SurgX  technology.
During fiscal 2000, Cooper Bussmann also formed Cooper Electronic  Technologies,
Inc. to handle  research  and  development,  sales and  marketing  functions  to
support the marketing of Cooper Bussmann products  incorporating SurgX and other
technologies.

Due to the transfer of manufacturing  offshore and the  reorganization of Cooper
Bussman in fiscal 2000,  sales of SurgX products were minimal.  However,  Cooper
Bussmann's   restructuring  of  its   manufacturing   and  other  operations  is
facilitating its successful marketing of our SurgX technology and recently SurgX
technology has been designed-in  products offered by five major OEMs and is also
in active product evaluation with approximately 40 customers.

IRISO received a 15-year co-license to manufacture and sell our SurgX technology
exclusively in Japan for board level ESD protection. These products are marketed
under the SurgX  trademarks.  In fiscal 1999 IRISO started volume production and
sales of the 0805  surface  mount  components.  Sales in  fiscal  2000 have been
minimal  with  IRISO  shipping  production  quantities  to two major OEMs and in
lesser  amounts  to  five  other  customers.   Eleven  customers  are  currently
evaluating IRISO products incorporating the SurgX technology.

                                       10
<PAGE>

Prior to fiscal year 2000, SurgX employees were dedicated to product development
and SurgX's  approach to the market  consisted of two parallel product paths: on
board-level ESD protection and on-chip ESD protection.  During fiscal year 2000,
all SurgX research and development efforts were transferred to Cooper Electronic
Technologies,  Inc., a business unit of Cooper  Bussmann  dedicated to technical
sales, marketing and development support of overvoltage protection  technologies
and other technologies of Cooper Bussmann.

We are currently in the process of transferring  the Surgx liquid  manufacturing
process to our two licensees.  Cooper Bussman is currently  manufacturing  their
own requirements of SurgX liquid as well as supplying our licensee,  IRISO, with
their  requirement  of SurgX liquid until they get their  manufacturing  process
operational which is expected to be in January 2001.

We  rely  on  our  licensees,  Cooper  Bussmann  and  IRISO,  for  technological
improvements to the SurgX technology. At present, we do not support any research
and development or manufacturing activities internally.  Our success will depend
upon our licensees'  ability to maintain a competitive  position with respect to
our  proprietary  and other  enhanced  technology and to continue to attract and
retain qualified personnel in all phases of our operations.  Our business is, to
a large degree,  dependent upon the enhancement of the SurgX current technology.
Critical  to our success and future  profitability  will be the  capacity of our
licensees to improve this technology.

Our future  royalties  from the  licenses of our SurgX are based solely upon the
successful  sales,  marketing,  manufacturing  and  development  efforts  of our
licensees.

While the license  agreements for our SurgX  technology  contain  minimum annual
royalty  payment  requirements  for the  licensees to maintain  their  exclusive
rights,  there  can be no  assurance  that the  licensees  will pay the  minimum
royalty or that these minimum  payments will provide  enough revenue to continue
to support  our  operations.  In the case of Cooper  Bussmann,  minimum  royalty
payments through 2001 have already been satisfied to maintain  exclusivity,  and
there can be no assurances that we will receive any royalty payments from Cooper
Bussmann  through  this time period  unless  Cooper  Bussmann is  successful  in
selling  products  using  SurgX  technology  in  excess of the  minimum  royalty
payments,  and such sales have not yet been material.  To date,  Cooper Bussmann
and IRISO  have  shipped  only  limited  quantities  to  customers  of  products
incorporating SurgX technology.

Oryx  Ventures, LLC

We have established Oryx Ventures, LLC, a Delaware limited liability company, to
act as an investment and management  services  entity for us. Oryx Ventures will
be  majority  owned by Oryx  and  will be  managed  by Oryx  employees.  We will
contribute investment funds to Oryx Ventures from our existing cash balances and
from our internal cash flow  generated from future royalty income from licensing
our SurgX and Intragene technologies.

Oryx  Ventures  will invest such funds and  provide  management  services at the
direction of its board of managers,  primarily with technology-oriented start-up
companies.  Oryx  Ventures  will  typically  invest in early  stage  funding  of
technology  start-up companies and will provide its management services to these
companies to leverage  its capital  investment  and  facilitate  such  companies
securing  more  substantial  funding  from third  parties.  Through a management
services  agreement,  Oryx  Ventures  will  provide  services  to its  portfolio
companies in exchange for equity in these companies. These services may include:
senior executive mentoring,  sales and marketing strategy,  business development
activities,  assistance  in fund  raising and  administrative  services  such as
accounting,  human  resources and  information  technology  services.  Oryx will
receive a portion of the  profits  and losses  from Oryx  Ventures  as well as a
portion  of  any  assets  distributed  by  Oryx  Ventures  upon  liquidation  or
otherwise.

                                       11
<PAGE>

We intend to use the royalty  revenues  from our  licensed  SurgX and  Intragene
technologies  to  fund  investments  in  start-up  technology  companies.   This
investment strategy involves a number of special risks, including:

         [ ]      increased  operating expenses to support investment in our new
                  management services venture;

         [ ]      strain on managerial and  operational  resources as management
                  tries to support multiple businesses;

         [ ]      potential  issuance of securities  in connection  with raising
                  capital to fund  investments or using our equity in connection
                  with our investment  strategy may lessen the rights of holders
                  of our currently outstanding securities;

         [ ]      being  deemed  as  investment  company  and  subjected  to the
                  requirements of the 1940 act; and

         [ ]      the need to incur additional debt.

We may not be able to successfully address these problems.  Moreover, our future
operating results will depend to a significant degree upon our ability to invest
in early stage  development  companies  and insure  their  follow-on  financing,
growth and success.  In addition,  many of the investment  opportunities  we are
currently  examining  are  in  early-stage   companies  with  limited  operating
histories  and limited or no  revenues.  These  investments  may have a negative
impact on our financial statements.  Further, we may not be able to successfully
develop these young companies and there can be no assurances that we will either
recoup our investments or receive any return on our investment in any company.

Results of Operations

For the quarter ended May 31, 2000,  revenues  decreased by $128,000 or 68% from
$189,000 for the quarter  ended May 31, 1999,  to $61,000 for the quarter  ended
May 31, 2000. The decrease in revenue is primarily  attributed to the absence of
government  contract revenue for the quarter ended May 31, 2000.  Revenue in the
future will be derived from royalties from our SurgX and Intragene technologies.
Future  royalties  will be based solely upon the  successful  sales,  marketing,
manufacturing and development  efforts of our licensees,  and we have no view of
what level of revenue will be achieved in the future.

The Company's  gross loss  decreased from $153,000 for the quarter ended May 31,
1999, to $65,000 for the quarter ended May 31, 2000,  representing a decrease of
$88,000 or 58%.  The  decrease in gross loss is  primarily  attributable  to the
elimination of government contract expenses.

General and  administrative  expenses  decreased  from  $446,000 for the quarter
ended May 31, 1999, to $419,000 for the quarter ended May 31, 2000, representing
a decrease of $27,000 or 6%. The decrease in general and administrative expenses
is related to decrease  in  compensation,  consultants,  and  investor  relation
expenses  associated  with a marketing  program  entered  into with  Continental
Capital  on August  11,  1999,  offset by an  increase  in  expenses  related to
launching the new Oryx Ventures investment entity.

Research and development  expenses  decreased from $183,000 in the quarter ended
May 31,  1999,  to $22,000 for the quarter  ended May 31, 2000,  representing  a
decrease of $161,000 or 88%.  This  reduction  was due to the transfer of all of
our SurgX research and development activities to Cooper Electronic Technologies.
We anticipate minimal development expenditures in the future.

                                       12
<PAGE>

Liquidity and Capital Resources

The Company's working capital decreased by $117,000 from a surplus of $4,961,000
at February 29, 2000 to a surplus of $4,844,000  at May 31, 2000.  Cash and cash
equivalents  decreased by $238,000 from  $4,529,000  for the year ended February
29, 2000 to $4,291,000 for the quarter ended May 31, 2000. This decrease in cash
and cash  equivalents  is primarily  due to a $440,000  net loss from  continued
operations  for the three  months  ended May 31,  2000 plus  changes  in working
capital items,  offset by proceeds of $336,000 from the exercise of warrants and
stock options for common stock.  Management  believes the Company has sufficient
capital  to meet its  fiscal  2001  operating  plan,  however,  in the event the
Company does not meet its  operating  plan,  there can be no assurance  that the
Company will be able to raise equity or capital through the sale of equity, debt
financing, an asset sale or development contract in a timely manner, or at all.

                                     PART II

                                OTHER INFORMATION

Item 5.  Other Information

         None

Item 6.   Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.                     Description of Document
                  -----------                     -----------------------

                  27.1                            Financial Data Schedule

         (b)      Reports on Form 8-K

                  The  Company  did not file any  Reports on Form 8-K during the
quarter ended May 31, 2000.

                                       13
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                           ORYX TECHNOLOGY CORP.

  Dated:  July 14, 2000    By:  /s/ Philip J. Micciche
                                ----------------------------------------------
                                Philip J. Micciche
                                President, Chief Executive Officer and Director
                                (Principal Executive Officer)




                                /s/ Mitchel Underseth
                                ----------------------------------------------
                                 Mitchel Underseth
                                 Chief Financial Officer and Director
                                 (Principal Financial and Accounting Officer)

                                       14


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