<PAGE> 1
FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996
[ ] 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 0000-26110
AMERICAN PHOENIX GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 930 E. ARQUES AVE
(State or Other Jurisdiction SUNNYVALE, CA
of Incorporation) (Address of Principal Executive Office)
133-768554 94086-4552
(I.R.S. Employer (Zip Code)
Identification No.)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
____________
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 [ ]
As of December 31, 1996, there were 27,969,371 shares of Registrant's Common
Stock (par value $.01) outstanding.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to be signed on its behalf of
the undersigned thereunto duly authorized.
AMERICAN PHOENIX GROUP, INC.
(Small Business Issuer)
February 24, 1997 /s/ Daniel A. France
- ---------------------------- ------------------------------------
Date Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS INCLUDED IN THE
COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED
DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 872,551
<SECURITIES> 0
<RECEIVABLES> 367,457
<ALLOWANCES> 0
<INVENTORY> 907,724
<CURRENT-ASSETS> 11,829,299
<PP&E> 587,606
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,722,265
<CURRENT-LIABILITIES> 1,886,017
<BONDS> 0
0
80,000
<COMMON> 24,969
<OTHER-SE> 6,798,548
<TOTAL-LIABILITY-AND-EQUITY> 12,722,265
<SALES> 352,264
<TOTAL-REVENUES> 352,264
<CGS> 294,309
<TOTAL-COSTS> 2,818,912
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 58,848
<INCOME-PRETAX> (2,677,696)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,677,696)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,677,696)
<EPS-PRIMARY> (0.29)
<EPS-DILUTED> 0
</TABLE>
