U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                               FORM 10-KSB-A


               Annual Report pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934

      [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the fiscal year ended MAY 31, 2000
                                    ------------

  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934

     For the transition period from ___________  To _________________


                         Commission File No.000-17058


                     PHOENIX INTERNATIONAL INDUSTRIES INC.
      ---------------------------------------------------------------
      Exact name of small business issuer as specified in its charter


                                   FLORIDA
       -------------------------------------------------------------
       (State or Other Jurisdiction of incorporation or organization)

                                  59-2564162
                      ---------------------------------
                      (IRS Employer Identification No.)


              1750 OSCEOLA DR. WEST PALM BEACH, FLORIDA 33409
              -----------------------------------------------
                 (Address of Principal Executive Offices)


                                561-688-0440
             --------------------------------------------------
             (Issuer's telephone - number, including area code)


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 reports),
and (2) has been subject to such filing requirements for the past 90 days.

                                 Yes [ ]

                                 No [X]

State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date:  as of May 31, 2000
there were  19,853,847 shares of the issuer's Common Stock, $.001 par value,
outstanding.

            Transitional Small Business Disclosure Format

                               Yes [ ] No [X]

                      Common Stock, $.001 par value



<PAGE>    1


                  PHOENIX INTERNATIONAL INDUSTRIES, INC.

                             INDEX TO 10-KSB

                                  PART I

ITEM I   DESCRIPTION OF BUSINESS
ITEM 2   DESCRIPTION OF PROPERTY
ITEM 3   LEGAL PROCEEDINGS
ITEM 4   RESULTS OF VOTES OF SECURITY HOLDERS

                                  PART II

ITEM 5   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
ITEM 6   MANAGEMENT'S DISCUSSIONS OF DISCONTINUED OPERATIONS
ITEM 7   FINANCIAL STATEMENTS
ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

                                  PART III

ITEM 9   MANAGEMENT AND DIRECTORS
ITEM 10  EXECUTIVE COMPENSATION
ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 13  EXHIBITS AND REPORTS


<PAGE>    2


PART I

ITEM 1     DESCRIPTION OF BUSINESS

HISTORICAL DEVELOPMENT

     The Company was incorporated on July 22 1985, pursuant to the
laws of the State of Florida under the name "Hydrobac, Inc. On July 7,
1986, the Company's name was changed to "ProBac, Inc." and on October
5, 1994, its name was changed to Trident Environmental Systems, Inc,
During those periods the Company's primary business was in various
types of products and systems for use in the environmental clean-up
industry. On October 2, 1996 the Company's name was changed to Phoenix
International Industries, Inc. ("Phoenix" or the "Company" and the
Company's Common Stock was reverse split 15 to 1. The shareholders
approved Amendments to the Articles of Incorporation, changing the
authorized capital to 20,000,000 shares of Common Stock, par value
$.001 per share., and up to 5,000 shares of Preferred Stock for use as
needed. From January 1996 through May 31, 1997, the Company sought
acquisitions as it wound down and closed its original environmental
clean-up business. The Company, therefore, treats all matters relating
to the environmental clean-up business as discontinued operations.

     On June 13, 1998, the Company acquired 100% of the stock of
Intuitive Technology Consultants, Inc. ("ITC") of  Atlanta, Ga.  ITC
was engaged in the business of computer system design and computer
related  (MIS) employee placement.  As of June 1999, the Company sold
it's Intuitive Technology Consultants Inc subsidiary ("ITC") to a
group headed by the current management of ITC.

     Only July 21, 1997 the Company acquired 100% of the stock of HDX
9000, Inc. ("HDX"), a company specializing in compliance methodology
for the Y2K problem and for the various types of "ISO" compliance
certification.

     On April 9, 1998, the Company acquired 100% of the outstanding
stock of Mic Mac Investments, Inc., a long distance telephone service
"reseller" specializing in the hospitality industry.

     Based on an agreement entered into on December 14, 1998, the
Company acquired 100% of the stock of Cambridge Gas Transport
Corporation (CGTC), a Cayman Islands Corporation, in the business of
owning and operating specialized chemical/fuel tanker transport ships.
Due to unspecified disagreements, an agreement to rescind the
acquisition between Cambridge and Merrimac Shipping Corp. , the
holders the majority of  CGTC stock,  and the Company has been
executed by the parties, however litigation by Phoenix to recoup their
payments to CTCG has not yet been resolved.

     During fiscal 2000 the Company acquired 100% of the stock of
Telephone Company of Central Florida, Inc. ("TCCF").   TCCF is a
"competitive local exchange carrier ("CLEC") telephone company and a
reseller of other telecommunications services.  TCCF was at that time
operating under the protection  of "Chapter 11"of the federal
bankruptcy laws.  The effective date of the closing was 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 that date. The Company acquired TCCF within
ten days of the Confirmation Order.


BUSINESS OF AFFILIATES

     During the year ending on May 31, 2000, the Company, consisted of
two wholly-owned subsidiaries, HDX 9000, Inc. and the Telephone
Company of Central Florida, Inc.


HDX 9000, INC. ("HDX")

     Since the demand for HDX's primary product, its compliance
methodology to solve the Year 2000 date change problem, (this
methodology is centered around a detailed examination of every
function (called an "event") of a business that could be effected by
an error in posted dates and whether it would more feasible to
completely replace the hardware/software or to correct it), has become


<PAGE>   3


understandably diminished, HDX has begun to adapt its methodologies to
the MS Office 97-98 platform. Additionally, HDX has re-engineered its
event management and planning software as a Microsoft Outlook
application.

     HDX has developed a capability to target end users of its
methodologies. The initial HDX United States based Year 2000 project
was done for Palm Beach National Bank and Trust. This project was a
valuable reference site in the United States for HDX methodology. HDX
continues to pursue sales expansion in Jamaica and the Caribbean where
a number of potential accounts and prospects have been identified.

     However, due to HDX's inablilty to establish a new marketable
product in a timely fashion, on March 20, 2000, it was the decision of
the Board of Phoenix in concert with the previous shareholder of 100%
of HDX's stock, to rescind the agreement by which HDX was acquired by
Phoenix.  This was done and the stock of each company which was
originally exchanged to effect the acquisition was returned to the
original holder or issuer.



TELEPHONE COMPANY OF CENTRAL FLORIDA, INC. ("TCCF")

     TCCF is a Competitive Local Exchange Carrier, ("CLEC") and long
distance service supplier currently serving the Orlando, Florida area.
In August of 1996, via negotiations with BellSouth, TCCF was not only
the first, but the only Florida based company to take advantage of the
Telecommunications Act of 1996, which mandated that competition be
allowed in the local telephone service market.  TCCF's agreement with
BellSouth allows them to provide CLEC services in all 9 states
BellSouth serves.  In addition to CLEC services, TCCF is moving
aggressively into the prepaid calling business throughout the
southeastern United States.

     In 1997, their first full year of operations, TCCF reached $35.8
million in revenues, and for calendar 1998, TCCF had gross revenues of
approximately $46.5 million with a net pre-tax profit of $6.8 million.

     Due to "gross overbilling" by one of the major suppliers (later
proven in court) and not having sufficient capital to survive a multi-
million dollar demand for payment by its service providers, TCCF was
forced to file for bankruptcy protection and was operating under
Chapter 11 of the federal bankruptcy laws until it was acquired by
Phoenix in June of 1999 as part of the plan of re-organization filed
with, and accepted by, the federal bankruptcy court.

     Since that time TCCF has expanded its agreements with BellSouth
to include the capability of supplying of DSL Internet services
throughout all nine southeastern states of the BellSouth system.  TCCF
now has the ability to market DSL services via an arrangement with
AT&T and BellSouth but it is in the process of developing its own
Virtual Private Network capability which will provide both high speed
voice and data services nationwide.


COMPETITION

     Many similar companies, both large and small, offer similar
services as Phoenix and its subsidiaries. The Company believes that
the competitive factors affecting its markets include features such as
functionality, adaptability, ease of use, quality, performance, price,
customer service and support, effectiveness of sales and marketing
efforts and Company reputation- Although the Company believes that it
currently competes favorably with respect to such factors, there can
be no assurance that the Company can maintain its competitive position
against current and potential competitors, especially those with
greater financial marketing support and other resources than the
Company.


PATENTS

     The Company owns two patents for solidification of environmental
waste, which were acquired when the Company was involved in that
business. However, the Company is no longer in such business and it is
believed by the Company that these patents are of very little value
today, as they have been rendered obsolete due to the rapid
development of the environmental industry.



<PAGE>    4



EMPLOYEES

     As of May 31, 2000, the Company and its affiliates had 35
employees.


ITEM 2	DESCRIPTION OF PROPERTY

     The Company's principal place of business is located at 1750
Osceola Drive, West Palm Beach, Florida 33409, which consists of
office and warehouse space. This space aggregates approximately 3,500
square feet including four offices and a conference room. The annual
lease cost is $3,500.00 per month, plus expenses and expires in August
2001. HDX, a wholly owned Phoenix subsidiary, shares the space.

     These offices are leased from a third party.


ITEM 3	LEGAL PROCEEDINGS

     As if May 31, 2000, the primary legal proceedings to which the
Company is a party are: (1) the ongoing litigation filed by Phoenix in
an attempt to force CTCG and its principals to comply with what
Phoenix believes to be a valid and binding purchase contract, and (2)
the ongoing litigation filed by Phoenix against its former subsidiary
Intuitive Technology Consultants, Inc., (ITC) (now renamed Elite
Technologies, Inc.) to recover approximately $350,000 in loans
extended to ITC when it was a Phoenix subsidiary.

     Although there has been a settlement agreement drafted and
executed to withdraw the litigation against CTCG and its principals,
they have defaulted on the second payment and new litigation is being
drafted by the Phoenix's counsel.

     There have been no significant developments in the suit against
ITC to collect on the money owed to Phoenix.

     The suit against the company for breech of a lease from 1995 is
being contested by Phoenix's counsel.  All other litigation as
referred to in Note 14 of the financial statement, is in the process
of being negotiated with what appears to be a positive outcome for
Phoenix.

     There are no other material legal proceedings to which the
company or any of its Officers and/or Directors acting in their
capacities for the Company, or to which the property of the Company is
subject, and no such material proceeding is known by management of the
Company to be pending.



ITEM 4	RESULTS OF VOTES OF SECURITY HOLDERS

     During fiscal 2000 the majority of the shareholders of Phoenix
voted to increase the authorized number of shares from 20,000,000 to
200,000,000 and the authorized number of preferred shares from 10,000
to 20,000,000.



<PAGE>     5


PART II


ITEM 5	MARKET  FOR COMMON  EQUITY AND RELATED STOCKHOLDERS MATTERS

     The following table sets forth the range of high and low bid
prices as reported on the OTCBB during the periods commencing:

<TABLE>
<CAPTION>


                                                 CLOSING BID                CLOSING ASK
                                        ----------------------------------------------------
                                        HIGH              LOW           HIGH             LOW
                                        ----              ---           ----             ---
<S>                                     <C>               <C>           <C>              <C>

1998
01/02/98 through 03/31/98               1.50             .4375          1.6875           .4687
04/01/98 through 06/30/98               1.19             .4375          1.2187           .500
01/01/98 through 09/30/98                .843            .4375           .875            .4687
10/01/98 through 12/31/98               1.28             .4062          1.37             .435

1999
01/02/99 through 03/31/99               1.00             .88            1.06             .94
04/01/99 through 06/30/99                .62             .47             .65             .50
07/01/99 through 09/30/99                .56             .36             .59             .39
10/01/99 through 12/31/99               1.62             .31            1.65             .34

2000
01/02/00 through 03/31/00               1.37             .34            1.41             .38
04/01/00 through 06/30/00               1.06             .43            1.06             .46


</TABLE>


The price of shares have been adjusted for all stock splits, and  are
based on inter-dealer prices as the company is listed on the
electronic over the counter bulletin board.


Dividends

     The Company has paid no dividends during the past five fiscal
years on any class of its issued and outstanding securities.

     The payment by the Company of dividends, if any, in the future
rests within the discretion of its Board of Directors and will depend,
among other tier things, upon the Company's earnings, its capital
requirements and its financial condition, as well; as other relevant
factors. By reason of the Company's present financial condition, the
Company does not contemplate or anticipate paying any dividends on,
the Common Stock in the foreseeable future.


<PAGE>    6


COMPANY CAPITALIZATION

     There are 200,000,000 shares of Common Stock authorized for
issuance. Of this amount, 19,853,847 shares are currently issued and
outstanding There are 20,000,000 shares of Preferred Stock authorized,
the designation and rights of which are to be determined by the Board
of Directors, none of which are issued and outstanding.


ITEM 6	MANAGEMENT DISCUSSIONS

STATEMENT OF OPERATIONS

     With regard to the Statements of Operations for the year ending
May 31, 2000. The Company had an operating loss of $3,128,06, due
primarily from the increased expenses incurred with the growth and
expansion of the operation of  TCCF and a substantial portion of which
was due to legal and accounting expenses incurred in the due
diligence, drafting and implementation of the plan of reorganization
of TCCF.  Total assets of the company were increased $1,421,247, over
the same 3 month period of last year, primarily due to increased
accounts receivable and deposits on behalf of TCCF, plus the
reorganization value in excess of amounts allocable to identifiable
assets.  (see accompanying financial statements)  Current liabilities
were increase by $1,801,270 over the same quarter of last year,
primarily due to a large increase in accounts payable attributable to
the rapid growth of TCCF.  These loses resulted in a net loss of $.018
per share for this quarter, an increase of $.07 over the same quarter
of the previous.


Continued  Operations

     In addition to the Telephone Company of Central Florida, the
company plans to increase its presence in the telecommunications
industry.  With that plan in mind on February 2, 2000, Phoenix
announced execution of a letter of intent between the Telephone
Company of Central Florida, Inc. ("TCCF"), and Moye & Associates,
Inc., of St. Simons, Georgia, owner/operator of "The Best Net" an
Internet Service Provider (ISP), Web Site Host and E-commerce Company.

     The Best Net is a rapidly growing ISP with over 2,500 internet
subscribers, a profitable web site hosting service and an E-commerce
business.

     The Best Net ISP customers are ideal potential local and long
distance customers for TCCF, and TCCF's customers are potential
customers for The Best.Net's Internet services.  This type of cross
selling is part of the overall Phoenix marketing plan.

     The Company's HDX subsidiary was acquired July 21, 1997 in a
stock for stock transaction. For the 10 months and 10 days through May
31, 1998, HDX had revenues of $160,039 and expenses of $132,656.

     For the year ended May 31, 1999, HDX had no income and an
operating loss of $33,500. This was due to the expiration of the
market for HDX's primary product, a methodology for dealing with the
Y2K computer problem. HDX has returned to the status of a
developmental organization while it re-designs its other methodologies
in preparation to introduce them to the market.

    On March 20, 2000 it was the decision of the Board of Phoenix in
concert with the previous shareholder of 100% of HDX's stock, to
rescind the agreement by which HDX was acquired by Phoenix.  This was
done and the stock of each company which was originally exchanged to
effect the acquisition was returned to the original holder or issuer.

     With the exception of historical facts, the matters discussed
above include 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, risks in product and
technology development, market acceptance of new products and
technology, continuing demand, the impact of competitive products and
pricing, and changing economic conditions.



<PAGE>    7


Discontinued  Operations

MIC-MAC INVESTMENTS, INC. ("Mic-Mac")

     Mic-Mac Investments, Inc. and Hospitality Telecom (together
"Hospitality") were acquired on April 1, 1998. For the period from the
date of acquisition through May 31, 1998, Hospitality had revenues of
$ 15,634 and expenses of $30,404.

     Hospitality ceased to operate late in the third quarter of fiscal
1999, claiming they could not meet their business plan projections or
continue without Phoenix acquiring a long distance telephone company
or other telephone service organization to give them support and
additional product. Mic-Mac Investments, Inc and Hospitality Telecom
had no remaining assets or liabilities as of May 31, 1999, and Phoenix
wrote off its remaining investment in them in that fiscal year.

     As of June 1, 1998, the Company sold its ITC subsidiary to a
group headed by ITC management. The Company received $60,900 in cash.
$290,000 in Notes and 1,413,000 shares of the Company' Common Stock,
plus relief from obligations totaling approximately $800,000 in return
for said sale. The Shares of Common Stock have been returned to the
treasury of the Company and have been cancelled. To date, no payment
of interest or principal on the Notes has been made and said payments
are past due. Additionally, the Company has not received any
confirmation of relief from the $800,000 in obligations. The
operations of ITC have been treated as discontinued operations.  As of
May 31, 2000 there has been no change or decision regarding this
situation and the matter remains in litigation.


CAMBRIDGE GAS TRANSPORT CORPORATION ("CGTC")

     CGTC is a holding company who's primary business is to act as the
majority shareholder of Navigator, and to issue and oversee the
management contracts for the construction and operation of Navigator's
ships. Purchased on December 14th of 1998, CGTC is the owner of 58%
(plus an option to purchase an additional 10%) of NAVIGATOR GAS
TRANSPORT PLC ("NAVIGATOR").  Navigator has contracted to build five
(5) 22,000 cubic meter semi-refrigerated gas carriers. These vessels
will be capable of carrying all types of petrochemical gases, including
ethylene and LPG. Navigator has raised the $304,000,000 required for
the funding of these vessels through a bond offering via Credit Suisse
First Boston.  The vessels are being built by Jiangnan Shipyard in
China. The vessels will be "state of the art" and the largest of their
type ever built.

     Note: The entire CTCG purchase agreement was published in
Phoenix's 10-KSB of May 31, 1998 and is incorporated herein by
reference.


CAPITAL RESOURCES AND LIQUIDITY

     During the year ending May 31, 2000 the Company issued 9,255,000
shares of common stock for acquisitions, consulting services and a
reduction of loans payable to its CEO. As described in Note 16 of the
financial statements, subsequent Events, the Company has committed to
pay 600,000 shares of its common stock for an acquisition.

     The Company has funded its capital requirements for operating
cash flow, by loans against its accounts receivable, sales of equity
securities and the issuance of equity securities in exchange for
assets acquired and services rendered. During the 12 months ended May
31, 2000 the Company has been and is continuing to attempt to attract
new investment capital, which the Company believes will be necessary
to sustain its ongoing operations and to facilitate growth. The
Company continues to explore opportunities to raise private equity
capital and, in conjunction therewith, to provide credit support for
the Company's operations and potential acquisitions. Although the
Company has in the past been, and continues to be, in discussions with
potential investors, there can be no assurance that its efforts to
raise any substantial amount of private capital will be successful.
Any substantial private equity investment in the Company will result
in voting dilution of the Company's existing stockholders and could
also result in economic dilution. If the Company is unable to obtain
new capital, the Company will be unable to carry out its
strategy of growth through acquisitions and the long-term ability of
the Company to continue its operations may be in doubt.


<PAGE>    8


ITEM 7  FINANCIAL STATEMENTS

    The financial statements of the Registrant, and the related notes,
together with the report of Wieseneck, Andres & Company, P.A. dated
August 11, 2000 and are set forth at pages F-1 through F-19
attached hereto.



ITEM 8	CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING
	AND FINANCIAL DISCLOSURE

     There have been no disagreements with any of our accounts on
accounting and financial disclosure. The Company's auditor for the
period ending May 31, 2000 and May 31, 1999 is Wieseneck, Andres, and
Associates, PA. 772 US Hwy. One, North Palm Beach, Florida 33408. For
the year ending May 31, 1998, the Company's auditor was Kane, Hoffman
& Danner, P.A., 1101 Brickell Ave., suite M-1-1, Miami, Florida 33131.
(See SEC Form 8-K as filed on August 31, 1998 and incorporated herein
by reference).


PART III

ITEM 9   MANAGEMENT AND DIRECTORS

The current Management and Directors of the Company as of May 31, 1999
are as follows:

Name                Age     Position(s)
----                ---     -----------
Gerard Haryman      56      President, CEO, acting CFO and Chairman
                            of the Board of Directors
Thomas Donaldson    57      Vice President, Secretary and Director
Timothy Palmer      55      Director


     Set forth below is a brief background of the executive officers
and directors of the Company, based on information supplied by them

     GERARD HARYMAN has been Chairman of the Board, President and
Chief Executive Officer of the Company since January 1996.
Concurrently, until September 1996, he was President of American
Diversified Group, Inc., a public company based in West Palm Beach,
Florida, importing and exporting pharmaceuticals since June 1,994 to
the present, Mr. Haryman has been President of Aptek Communications,
Inc., a private company, based in West Palm Beach, Florida in the
business of selling and servicing portable computers. From January
1994 to the present he has been President of Aspen Marine Group, boat
builders and distributor of Portable computers, a public company in
West Palm Beach, Florida that is currently in Chapter I I Bankruptcy
proceedings. Mr. Haryman is one of about 20 defendants in a lawsuit
brought by the Trustee of Aspen and believes that the lawsuit will
have no adverse consequences to the Company. Since 1981 to the
present, he has been President and CEO of SA, Sitmo developers and
builders of commercial and residential properties, with corporate
offices in Paris, France. In the period from March 1995 to September
1995, Mr. Haryman was Chairman of Life Industries, Inc., a public
company, which intended to import mineral water and other products
from, Mexico, which, did not materialize, leading to his resignation
from the Board, Mr. Haryman was a Finance Major at the Institute
General de Finance in Paris, France. He devotes approximately 95 % of
his time to the business of the Company.

     THOMAS DONALDSON , has been Vice President, Director of
Operations and a Director of the Company (formerly Trident
Environmental Systems, Inc.) since February 1993. Additionally, from
March 1996 to March 1997, he was Assistant Manager, Marketing for CCS
Financial, Inc., a finance company in Ft. Lauderdale, Florida. In the
period January 1991 to February 1993, he was Director of Marketing for
Professional Locators, Inc., a placement firm in Boca Raton, Florida.
Mr. Donaldson attended the University of Paris (Sorbonne) and the
University of Miami.


     TIMOTHY PALMER , has been President of HDX 9000, Inc., West Palm
Beach, Florida, a computer and business consulting firm since October
1993, now a wholly-owned subsidiary of the Company, and a Director of
the Company since July 1997. from March 1997 to the present, he has
been President of Quality Advantage, Ltd. of Kingston, Jamaica, a
computer and business consulting firm. Prior to October 1993, he was
manager of the Palmer Family Trust in London, England. Mr. Palmer
holds a Bachelor of Commerce Degree from McGill University in
Montreal, Canada.


<PAGE>    9



OPTIONS & WARRANTS

     As of May 31, 2000, there are no options, warrants, rights, etc.,
of any kind outstanding.


STOCK OPTION PLAN

     On May 31, 1998, the Company's Board of Directors adopted a Stock
Option Plan far its employees, directors and consultants. Currently,
the Company's Personnel Committee has not awarded any shares under
this option plan. It is the Company's intention to register the
underlying shares utilizing Form S-8 in the near future.


ITEM 10	EXECUTIVE COMPENSATION

     During fiscal year 2000, the Company had two employees earning in
excess of $100,000 (see following chart)

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
                                                             LONG-TERM
                                                            COMPENSATION

                                                               AWARDS
    Name and
Principal Position      Year    Salary         Bonus    Securities Underlying
------------------      ----    ------         -----    ---------------------
<S>                     <C>     <C>            <C>      <C>

Gerard Haryman,         2000    250,000(l)      -0-              -0-
President & CEO

Thomas N. Donaldson      2000   104,000(1)      -0-               -0-
Vice President/COO

</TABLE>


(1)   Due to the cash position of the Company, Mr. Haryman and Mr.
      Donaldson have deferred payment of their salaries and bonuses.



                             EMPLOYMENT AGREEMENTS

     The Company currently has no Employment Contracts in effect.


COMPENSATION OF DIRECTORS

     Each Director of Phoenix will receive 12,000 shares of Common Stock
for each year of service plus reimbursement of out-of-pocket expenses.
Currently, the Company has no outside Directors.



ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

Principal Shareholders

     The following table sets forth. certain information, its of
August, 1998, regarding the Company's Common Stock owned of record or
beneficially by, (i) each stockholder who is known by the Company to
beneficially own in excess of 4.9% of the outstanding shares of Common


<PAGE>    10


Stock; and (ii) all Directors and executive officers as a group,
Except as otherwise indicated, each stockholder listed below has sole
voting and investment power with respect to shares beneficially owned
by such person.

     In accordance with Rule 13-d3 promulgated under the Securities
Exchange Act of 1934, as amended, shares that are not outstanding but
that are issueable within 60 days upon exercise of outstanding
options, warrants, rights or conversion privileges or which are
otherwise required by Rule 13-d3 to be included have been deemed to BE
outstanding for the purpose of computing the percentage of outstanding
shares owned by the person owning such right, but have not been deemed
outstanding for the purpose of computing the percentage for any other
person. As of May 31, 2000, there are 19,853,847 shares of Common
Stock issued and outstanding and no options, warrants, etc. are
outstanding.

<TABLE>
<CAPTION>

COMMON  STOCK

                                   AMOUNT AND NATURE
                                     OF BENEFICIAL         % OF
NAME AND ADDRESS                       OWNERSHIP           CLASS
----------------                   -----------------       -----
<S>                                <C>                     <C>

Gerard Haryman, Pres./CEO, Dir.        2,520,000           14.4%
1750 Osceola Drive                   +   280,000*
West Palm Beach, FL 33409              2,800,000


Thomas Donaldson, VP/COO, Dir.           253,333            1.3%
1750 Osceola Drive
West Palm Beach, FL 33409


All shareholding Directors and
Officers as a Group ( 2 persons)       3,053,333           15.7%

Positive Management, Ltd.              4,000,000           20.6%
Nassau, Bahamas

Aptek Communication, Inc.              1,000,000            5.1%
West Palm Beach, Florida

</TABLE>


(*)  Mr. Haryman owns 2,520,000 shares directly and 280,000 shares are
     owned by Mr. Haryman's wife and thus are deemed beneficially
     owned by him.



ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In June 1995, the Company received a loan in the amount of Two
Hundred Forty Thousand Dollars ($240,000) from Mark-us A. Gertsch then
Chief Executive Officer of the Company. The loan was for a term of
three years at twelve and one-half percent 12.5% simple interest. In
September 1995 the Company received a loan of Thirty Thousand One
Hundred Thirty Four Dollars ($30,134) from Mr. Gertsch This loan was
for twelve (12) months.

     Both of these loans were repaid to Mr. Gertsch by the issuance of
220,000 shares of the, Company's Common Stock. These shares have not
been registered under the Securities Act of 1933.



<PAGE>    11



ITEM 13   EXHIBITS AND REPORTS

INDEX TO EXHIBITS

(3)	ARTICLES OF INCORPORATION AND BY-LAWS

        The Articles of Incorporation and Articles of Amendment to
	the Articles of Incorporation and By-Laws of the Registrant
	were pre-filed as Exhibits 3-1, 3.2, and 3.3, respectively,
        to the registrant's Form I 0-KSB, for the fiscal year 1995,
        under the Securities and Exchange Act of 1934, filed April 1,
        1998, with the Securities and Exchange Commission and are
	incorporated herein by reference.

(10)    MATERIAL CONTRACTS. Some of the Material Contracts of the
        Registrant were filed as Exhibits 10.1, 10.2, 10.3, 10.4, and
        10.5, respectively, to the Registrant's Form 10-KSB as of May
        31, 1995 under the Securities and Exchange Ad: of 1934, filed
        April 1, 1998 with the Securities and Exchange Commission- The
        Contracts for the sale of ITC and the purchases of Hospitality
        Telecom Corp (formerly Mic Mac Investments, Inc.)and Cambridge
        Gas Transport Corporation, were included in Phoenix's 10-KSB
        for the year ended May 31, 1998 and are incorporated herein by
        reference.

(16)	LETTERS RE- CHANGE IN CERTIFYING ACCOUNTANTS

	See SEC Form 8-K as filed on August 31, 1999 and incorporated
        herein by reference

(16a)	BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

(21)	SUBSIDIARIES OF THE REGISTRANT


ANY LOANS OR TRANSACTIONS BETWEEN OFFICERS OR DIRECTORS OF THE COMPANY

The Company has made a loan of $15,000 to one of its Officers: Thomas
Donaldson, see Note 1 of the included Consolidated Financial
Statements.



<PAGE>    12


                               SIGNATURES

     In accordance with Section 13 or 15(d) 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, in the
City of West Palm Beach, Florida on January 12, 2000.

PHOENIX INTERNATIONAL INDUSTRIES, INC.


By: /s/Gerard Haryman
   ------------------------------------
   Gerard Haryman President, Chief
   Executive Officer and acting Chief
   Financial Officer

     In accordance with the requirements of tile Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on, the
dates indicated,

SIGNATURE                               TITLE                     DATE


/s/GERARD HARYMAN
--------------------------
Gerard Haryman                 President, CEO, acting CFO
                               and Chairman of the Board       May 31, 2000

/s/THOMAS DONALDSON
--------------------------
Thomas  Donaldson              Vice President, Secretary       May 31, 2000
                               and Director

--------------------------
Timothy Palmer                  Director                       May 31, 1999



<PAGE>    13


INDEX TO EXHIBITS

(3)	ARTICLES OF INCORPORATION AND BY-LAWS

        The Articles of Incorporation and Articles of Amendment to
	the Articles of Incorporation and By-Laws of the Registrant
	were pre-filed as Exhibits 3-1, 3.2, and 3.3, respectively,
        to the registrant's Form I 0-KSB, for the fiscal year 1995,
        under the Securities and Exchange Act of 1934, filed April
        1, 1998, with the Securities and Exchange Commission and are
	incorporated herein by reference.

(10) MATERIAL CONTRACTS.

	Some of the Material Contracts of the Registrant were filed as
        Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, to
        the Registrant's Form 10-KSB as of May 31, 1995 under the
        Securities and Exchange Ad: of 1934, filed April 1, 1998 with
        the Securities and Exchange Commission- The Contracts for the
        sale of ITC and the purchases of Hospitality Telecom Corp
        (formerly Mic Mac Investments, Inc.)and Cambridge Gas
        Transport Corporation, were included in Phoenix's 10-KSB for
        the year ended May 31, 1998 and are incorporated herein by
        reference.

(16)	LETTERS RE- CHANGE IN CERTIFYING ACCOUNTANTS

	See SEC Form 8-K as filed on August 31, 1999 and incorporated
        herein by reference

(16a)	BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

(21)	SUBSIDIARIES OF THE REGISTRANT

	EXHIBIT 16.A

(16a)	BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

	The following persons failed to file Form 5 for the fiscal year.
	Gerard Haryman
        Thomas Donaldson
	Timothy Palmer

(21)	SUBSIDIARIES OF THE REGISTRANT

	HDX 9000, Inc.
	1750 Osceola Dr.
	West Palm Beach, Florida 33409

	Telephone Company of Central Florida, Inc.
	3599 West Lake Mary Blvd. Suite E
	Lake Mary, Florida 32746


<PAGE>  14









                     PHOENIX INTERNATIONAL INDUSTRIES, INC.

                       CONSOLIDATED FINANCIAL STATEMENTS

                                May 31, 2000





<PAGE>




                    PHOENIX INTERNATIONAL INDUSTRIES, INC.


                                     INDEX


Financial Information

  Financial Statements:

     Independent Auditors' Report - May 31, 2000 and 1999                F-1

     Consolidated Balance Sheets as of May 31, 2000 and 1999             F-2

     Consolidated Statements of Operations for the years ended
     May 31, 2000 and 1999                                               F-4

     Consolidated Statements of Stockholders' Deficit for the
     years ended May 31, 2000 and 1999                                   F-5

     Consolidated Statements of Cash Flows for the years ended
     May 31, 2000 and 1999                                               F-6

     Notes to the Consolidated Financial Statements                      F-8




<PAGE>    F-1


                      WIESENECK, ANDRES & COMPANY, P.A.
                        Certified Public Accountants
                        772 U.S. HIGHWAY 1, SUITE 200
                       NORTH PALM BEACH, FLORIDA  33408
                                (561) 626-0400


THOMAS B. ANDRES, C.P.A.*, C.V.A.                         FAX (561) 626-3453
PAUL M. WIESENECK, C.P.A.
*Regulated by the State of Florida





                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Phoenix International Industries, Inc.
West Palm Beach, Florida

We have audited the accompanying consolidated balance sheet of Phoenix
International Industries, Inc. and subsidiaries as of May 31, 2000 and
1999 and the related consolidated statements of operations,
stockholders' deficit, and cash flows for the years then ended.  These
consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of the Company and subsidiaries as of May 31, 2000 and 1999, and the
results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 17
to the consolidated financial statements, the Company has accumulated
losses of approximately $9,300,000 as of May 31, 2000, has
insufficient working capital and 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 and sale of common stock.  The conditions raise substantial
doubt about the Company's ability to continue as a going concern.
Management's plans regarding those matters are described in Note 17.
The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



     /s/Wieseneck, Andres & Company, P.A.


August 11, 2000




<PAGE>    F-2


PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 31, 2000 and 1999


<TABLE>
<CAPTION>

                          ASSETS

                                                      2000            1999
                                                  ------------     -----------
<S>                                               <C>              <C>
Current Assets
  Cash                                            $     46,905     $   127,776
  Accounts receivable net of allowance for
    doubtful accounts of $5,000.                       331,654               -
  Refundable deposit                                   110,000         200,000
  Loans receivable                                      15,000          20,526
  Other current assets                                  61,765           8,000
                                                  ------------     -----------
        Total Current Assets                           565,324         356,302
                                                  ------------     -----------
Property and Equipment
  Property and equipment, net of $91,792 and
    $5,906. accumulated depreciation                   624,807          13,345
                                                  ------------     -----------
Other Assets
  Reorganization value in excess of amounts
    allocable to identifiable assets                   678,351               -
  Goodwill, net of $60,195 accumulated
    amortization                                             -          84,141
  Other assets                                           8,929           2,376
                                                  ------------     -----------
        Total Other Assets                             687,280          86,517
                                                  ------------     -----------
        Total Assets                              $  1,877,411     $   456,164
                                                  ============     ===========

</TABLE>





See accompanying summary of accounting policies and notes
to financial statements.


<PAGE>    F-3


PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
May 31, 2000 and 1999


<TABLE>
<CAPTION>

         LIABILITIES AND STOCKHOLDERS' DEFICIT

                                                      2000            1999
                                                  ------------     -----------
<S>                                               <C>              <C>
Current Liabilities
  Accounts payable                                $    976,979     $   110,119
  Accrued expenses                                      80,711           7,500
  Loans payable                                        611,199               -
  Notes payable - current portion                      250,000               -
                                                  ------------     -----------
      Total Current Liabilities                      1,918,889         117,619
                                                  ------------     -----------

Long-Term Debt
  Long-term debt - net of current portion            1,170,820               -
  Loan payable stockholder                             558,820         536,292
                                                  ------------     -----------
      Net Long-Term Debt                             1,729,640         536,292
                                                  ------------     -----------

Commitments and Contingencies                                -               -

Stockholders' Deficit
  Preferred stock, $.001 par value: 5,000
    shares authorized: no shares outstanding                 -               -
  Common stock, $.001 par value: 200,000,000
    shares authorized 19,353,847. Issued and
    outstanding                                         19,354          12,139
  Additional paid-in-capital                         7,543,466       5,996,046
  Accumulated deficit                               (9,333,938)     (6,205,932)
                                                  ------------     -----------
      Total Stockholders' Deficit                   (1,771,118)       (197,747)
                                                  ------------     -----------
      Total Liabilities and Stockholders'
      Deficit                                     $  1,877,411     $   456,164
                                                  ============     ===========

</TABLE>






See accompanying summary of accounting policies and notes
to financial statements.


<PAGE>    F-4


PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
May 31, 2000 and 1999


<TABLE>
<CAPTION>

                                                      2000            1999
                                                  ------------     -----------
<S>                                               <C>              <C>

Revenues                                          $  1,748,220     $        30

Cost of Sales                                        1,729,033          44,429
                                                  ------------     -----------
Gross Profit (Loss)                                     19,187         (44,399)
                                                  ------------     -----------

Operating Expenses
  Selling, general and administrative                2,268,997       1,093,048
  Loan facility fees                                   678,000               -
  Write off of, and impairment of goodwill, HDX         65,594          30,000
                                                  ------------     -----------
     Total Operating Expenses                        3,012,591       1,123,048
                                                  ------------     -----------
       Operating Loss                               (2,993,404)     (1,167,447)
                                                  ------------     -----------

Other Income and Expense
  Interest income                                       20,000           2,044
  Interest expense                                    (154,602)              -
                                                  ------------     -----------
Loss Before Income Taxes                            (3,128,006)     (1,165,403)

Provision For Income Taxes                                   -               -
                                                  ------------     -----------
Loss From Continuing Operations                     (3,128,006)     (1,165,403)
                                                  ------------     -----------

Discontinued Operations
  Income from discontinued operations                        -          73,417
                                                  ------------     -----------
Net Loss                                          $ (3,128,006)    $(1,091,986)
                                                  ============     ===========
Loss Per Share
  Loss from continuing operations                 $      (0.18)    $     (0.11)
                                                  ============     ===========
  Net loss                                        $      (0.18)    $     (0.11)
                                                  ============     ===========
  Weighted average common shares                    17,349,553      10,209,834
                                                  ============     ===========


</TABLE>





See accompanying summary of accounting policies and notes
to financial statements.


<PAGE>    F-5


PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
May 31, 2000 and 1999


<TABLE>
<CAPTION>
                                       Common Stock
                                -------------------------     Additional                      Total
                                 Number of         At           Paid In      Accumulated    Stockholders'
                                   Shares       Par Value       Capital        Deficit       Deficiency
                                -----------     ---------     ----------     ------------   ------------
<S>                             <C>             <C>           <C>            <C>            <C>

Balance, May 31, 1998             8,622,028     $   8,622     $4,988,045     $ (5,113,946)  $   (117,279)
Cancellation of ITC              (1,413,000)       (1,413)      (301,789)               -       (303,202)
Rescission of restricted
  stock                            (230,334)         (230)            92                -           (138)
Issuance of stock for
  services rendered                  60,000            60         33,191                -         33,251
Issuance of stock to CEO
  in lieu of compensation         2,400,000         2,400        297,600                -        300,000
Issuance of stock to
  officer in lieu of
  compensation                      250,000           250         31,000                -         31,250
Sale of stock                     2,400,000         2,400        947,957                -        950,357
Issuance of stock to TCCF            50,000            50            (50)               -              -
Net Loss                                  -             -              -       (1,091,986)    (1,091,986)
                                -----------     ---------     ----------     ------------   ------------
Balance, May 31, 1999            12,138,694        12,139      5,996,046       (6,205,932)      (197,747)

Sale of common stock              2,565,153         2,565        778,820                -        781,385
Issuance of stock for
  services rendered                 150,000           150         95,100                          95,250
Issuance of stock for
  loan facility fees              2,000,000         2,000        676,000                         678,000
Stock issued as
  collateral for note             3,000,000         3,000         (3,000)                              -
Recission of HDX stock             (500,000)         (500)           500                -              -
Net Loss                                                                       (3,128,006)    (3,128,006)
                                -----------     ---------     ----------     ------------   ------------
Balance, May 31, 2000           19,353,847      $  19,354     $7,543,466     $ (9,333,938)  $ (1,771,118)
                                ===========     =========     ==========     ============   ============


</TABLE>





See accompanying summary of accounting policies and notes
to financial statements.


<PAGE>    F-6


PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
May 31, 2000 and 1999


<TABLE>
<CAPTION>

                                                         2000             1999
                                                     ------------     ------------
<S>                                                  <C>              <C>
Cash Flows From Operating Activities
  Net Loss                                           $ (3,128,006)    $ (1,091,986)
    Adjustments to reconcile net loss to
      net cash used in operating activities
    Add items not requiring outlay of cash:
      Depreciation and amortization                        87,141           44,429
      Loss from write off and partial impairment
        of goodwill, HDX                                   65,594           30,000
      Expenses paid by issuance of common stock           773,250          364,501
      Bad debts                                            48,850                -
      Loss on Sale of Assets                               13,951                -
      Other                                                     -            1,577
    Cash was provided by
      Decrease in accounts receivable - net                     -           44,251
      Decrease refundable deposit                         100,000                -
      Decrease in loan receivable                           5,526                -
      Increase in accounts payable                        866,860           41,255
      Increase in accrued liabilities                      73,211            2,612
    Cash was used in
      Increase in accounts receivable - net              (331,654)               -
      Increase in other current assets                    (53,765)          (4,697)
      Increase in refundable deposits                           -         (200,000)
      Increase in loans receivable                              -          (20,526)
      Increase in other assets                             (6,553)          (2,376)
                                                     ------------     ------------
        Net Cash Flows Used in Operating
        Activities                                     (1,485,595)        (790,960)
                                                     ------------     ------------

Cash Flows From Investing Activities
  Purchase of equipment                                   (10,555)               -
  Proceeds from sale of equipment                           4,000                -
                                                     ------------     ------------
        Net Cash Flows Used in Investing
        Activities                                         (6,555)               -

Cash Flows From Financing Activities
  Proceeds from sale of stock                             895,310          950,357
  Proceeds from notes payable                             628,000                -
  Proceeds from loans payable                             611,199                -
  Payments on notes to trustee                           (687,508)               -
  Repayment of loan to stockholder - net                  (35,722)         (34,663)
                                                     ------------     ------------
        Net Cash Flows Provided by Financing
        Activities                                      1,411,279          915,694
                                                     ------------     ------------


</TABLE>





See accompanying summary of accounting policies and notes
to financial statements.


<PAGE>    F-7


PHOENIX INTERNATIONAL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
May 31, 2000 and 1999


<TABLE>
<CAPTION>

                                                         2000             1999
                                                     ------------     ------------
<S>                                                  <C>              <C>

Net Increase(Decrease) in Cash                            (80,871)         124,734

Cash at Beginning of Year                                 127,776            3,042
                                                     ------------     ------------
Cash at End of Year                                  $     46,905     $    127,776
                                                     ============     ============

Supplemental Disclosures
------------------------
Noncash Transaction
  Issuance of common stock for services
    rendered                                         $     95,250     $     33,251
  Issuance of common stock in lieu of officers
    compensation                                                -          331,250
  Rescind issuance of common stock for the
    purchase of ITC                                             -         (303,202)
  Issuance of common stock of TCCF                              -                1
  Issuance of common stock as collateralization
    of loan                                                     1                -
  Issuance of common stock as payment for loan
    facility fees                                         678,000                -

Cash Received and Paid During the Year for:
  Interest income                                          10,000            2,044
  Interest expense                                        (47,219)               -
  Income taxes                                                  -                -


</TABLE>



See accompanying summary of accounting policies and notes
to financial statements.


<PAGE>    F-8


PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999

NOTE 1 - Summary of Significant Accounting Policies and General Matters
-----------------------------------------------------------------------

Organization
------------

Phoenix International Industries, Inc., (the Company), and
subsidiaries purchase wholesale long distance and local
telecommunication services and resells these services to its customers
throughout the United States.  The Telephone Company of Central
Florida (TCCF), a wholly owned subsidiary, was acquired during the
year ended May 31, 2000 as a reorganized debtor to facilitate these
activities.

The Officers of the Company and HDX mutually agreed on March 20, 2000
to exchange the stock and records of HDX for all shares of stock
issued by the Company to HDX at its acquisition in July 1997.

During 1999, the Company discontinued its investment services provided
by Mic Mac (see Note 3).

Principals of Consolidation
---------------------------

The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries HDX and Mic Mac as of May
31, 1999 and the Telephone Company of Central Florida as of May 31,
2000 after elimination of intercompany accounts and transactions.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results could differ
from those estimates.

Revenue Recognition
-------------------

The Telephone Company of Central Florida, a wholly owned subsidiary of
the Company beginning July 29, 1999, provide telecommunication
services to the debit card industry (prepaid telephone cards) through
their calendar year ended December 31, 1997.  The income from the sale
of discounted, bulk, prepaid telephone cards to wholesalers was
recorded when the cards were sold.    The expenses from the long
distance carrier were recorded when the cardholder utilized the
service.  TCCF discontinued servicing the debit card industry after
filing for bankruptcy in May, 1998.  Remaining commitments, if any,
for unused prepaid telephone cards outstanding are expensed through
monthly billings received from the long distance carrier.  Remaining
unsold debit cards were destroyed in 1999.

Cash and Cash Equivalents
-------------------------

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

Goodwill
--------

Goodwill represents the excess of the purchase price over the fair
values of the net assets and liabilities acquired resulting from
business combinations and is being amortized on a straight-line basis
over five to ten years.  The Company periodically reviews the value of
its goodwill to determine if an impairment has occurred.  The Company
measures the potential impairment of recorded goodwill by the
undiscounted cash flows method.

Property and Equipment
----------------------

Property and equipment are stated at cost.  The Company provides for
depreciation over the estimated useful lives of the related assets,
which range from five to twelve years, primarily using the straight-
line method.


<PAGE>    F-9


PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999


NOTE 1 - Summary of Significant Accounting Policies and General
         Matters (continued)
---------------------------------------------------------------

Income Taxes
------------

The Company accounts for income taxes under the asset and liability
method, whereby deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between
financial statement carrying amounts of existing assets and
liabilities and their respective tax basis.  Deferred tax assets and
liabilities are measured using tax rates expected to apply to taxable
income in the years in which those temporary differences are expected
to be recovered or settled.  The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  The realizability of
deferred tax assets is assessed throughout the year and a valuation
allowance is established accordingly.

Earnings (Loss) Per Share
-------------------------

In March 1997, the FASB issued SFAS No. 128, "Earnings per Share."
This Statement was effective for interim and fiscal periods ending
after December 15, 1997.  This Statement requires the presentation of
(1) diluted earnings per share, whose calculations includes not only
average outstanding common share but also the impact of dilutive
potential common shares such as outstanding common stock options; and
(2) basic earnings per share which includes the effect of outstanding
common shares but excludes dilutive potential common shares.

The weighted average common shares outstanding during the years ended
May 31, 2000 and 1999 were 17,349,553 and 10,209,834 respectively.

Fair Value of Financial Instruments
-----------------------------------

The carrying amount of accounts receivable, accounts payable, accrued
expenses and loan payable to related party approximate fair value
because of the short maturity of these items.

Concentrations of Credit Risk
-----------------------------

Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of accounts
receivable and refundable deposits.  Management performs regular
evaluations concerning the ability of its customers to satisfy their
obligations and records a provision for doubtful accounts based upon
these evaluations.


NOTE 2 - Loans Receivable
-------------------------

At May 31, 2000 and 1999, loans receivable consisted of a $15,000 non-
interest bearing, non-collateralized loan due on demand from an
Officer and Stockholder of the Company.

At May 31, 1999, loans receivable consisted of two additional loans
that were non-interest bearing, non-collateralized and are due on
demand.


NOTE 3 - Discontinued Operations
--------------------------------

HDX
---

The Company acquired 100% of the outstanding stock of HDX on July 21,
1997, by issuing 500,000 shares of restricted common stock valued at
approximately $152,000.  The acquisition was accounted for using the
purchase method of accounting and accordingly the purchase price was
allocated to the assets purchased and liabilities assumed based on
their fair values at the date of acquisition.  The excess of the
purchase price over the values of net assets acquired was
approximately $164,000 and was recorded as goodwill and amortized on a
straight-line basis over five years.  HDX was a system design company
specializing  in  analyzing  the  effect  of  the  year 2000 on a
company's computer system.  The operating


<PAGE>    F-10


PHOENIX INTERNATIONAL INDUSTRIES, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENS
May 31, 2000 and 1999


NOTE 3 - Discontinued Operations (continued)
--------------------------------------------

results of HDX for the year ended May 31, 1999, is included in
continuing operations in the accompanying financial statements.  On
March 20, 2000, the Officers of both company's mutually agreed to
exchange the stock and records of HDX for the 500,000 shares of
Phoenix stock initially issued thereby rescinding this relationship.
There was no income or expenses recorded for HDX for the year ending
May 31, 2000.  Approximately $65,000 of unamortized goodwill was
charged to expense in the current year.

Mic Mac
-------

The Company acquired 100% of the outstanding stock of Mic Mac on April
9, 1998 by issuing 250,000 shares of restricted common stock valued at
$55,000.  The acquisition was accounted for using the purchase method
of accounting and the purchase price was allocated to the assets
purchased and liabilities assumed based on their fair values at the
date of acquisition.  The excess purchase price over the value of net
assets acquired was $54,000 and was recorded as goodwill and amortized
on a straight-line basis over five years.  The Company ceased
operating in the third quarter of the year ending May 31, 1999 and had
a net loss from operations of approximately $2,000 and income from
disposal of assets and discontinued operations of approximately
$15,500.  This income from the disposal was recognized in Discontinued
Operations in May 31, 1999.

ITC
---

On June 2, 1997, the Company acquired 100% of the outstanding stock of
ITC by issuing 1,500,000 shares of restricted common stock valued at
approximately $320,000.  The Company determined the fair value of the
net assets and liabilities acquired in connection with the
acquisitions of ITC, using an 80% discount from the quoted market
value.  The acquisition was accounted for using the purchase method of
accounting, and accordingly the purchase price was allocated to the
assets purchased and liabilities assumed based on their fair values at
the date of acquisition.  The excess of the purchase price over the
values of net assets acquired was approximately $329,000 and was
recorded as goodwill.

In the fourth quarter of the fiscal year ended May 31, 1998, the
Company and the former owners of ITC agreed to rescind the
transaction, effective June 1, 1998.  Under the rescission agreement,
the Company received approximately 1,400,000 shares of its stock in
exchange for 100% of the stock of ITC, relief from $800,000 of tax
obligations incurred by ITC prior to the purchase and a note
receivable for $350,000 as reimbursement for losses incurred by ITC
and funding by the Company during fiscal 1998.  This transaction is
being accounted for in accordance with Accounting Principles Board
Opinion No. 29, Accounting for Nonmonetary Transactions.  On June 1,
1998, the investment and net liabilities of ITC were charged against
equity and the 1,413,000 common shares were retired.  Due to the
uncertainty of collection, the $350,000 will be recorded in the period
received (see Note 16.) as income from discontinued operations.  As of
May 31, 2000, $60,000 has been collected and the common shares have
been received.  The remaining 87,000 shares of the Company's stock
issued at the time of the acquisition were retained by an employee of
ITC and their value was included in loss from discontinued operations
for the year ended May 31, 1998.


Note 4  - Allowance for Doubtful Accounts, Bad Debts
----------------------------------------------------

The Company established an allowance for doubtful accounts in the
amount of $5,000 for the year ending May 31, 2000.  The amounts
charged to the allowance for doubtful accounts represents .3% (three
tenths of 1%) of sales for the fiscal year ending May 31, 2000.
Activity in the allowance for doubtful accounts and bad debt expense
are summarized as follows:



<PAGE>    F-11


PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999


Note 4  - Allowance for Doubtful Accounts, Bad Debts (continued)

---------------------------------------------------------------

                                         Allowance
                                        For Doubtful       Bad Debt
                                          Accounts          Expense
                                        ------------     ------------

May 31, 2000 provision for
  doubtful accounts                     $      5,000     $      5,000
Direct write off of account receivable             -           43,850
                                        ------------     ------------
                                        $      5,000     $     48,850
                                        ============     ============


Note 5 - Other Current Assets
-----------------------------

Other Current Assets at May 31, 2000 and 1999 consisted of the
following:

                                           May 31,
                                 ----------------------------
                                    2000              1999
                                 ----------        ----------

Deposit on equipment             $   61,765        $        -
Prepaid advertising costs                 -             8,000
                                 ----------        ----------
                                 $   61,765        $    8,000
                                 ==========        ==========


NOTE 6 - Business Combinations
------------------------------

The Company acquired 100% of the issued and outstanding voting common
stock of TCCF (a reorganized debtor) on July 27, 1999.  The
consideration and terms are as follows.  All administrative claims and
expenses are not to exceed $570,000.  Priority claims and taxes, not
exceeding $300,000 to be paid in $25,000 installments over a period of
six years with interest payable at 8%.  In addition, Phoenix will
deposit a total of $500,000 into a creditor trust fund.  The initial
deposit of $100,000 to the trust fund was made at the confirmation
order and the balance will be deposited in four consecutive semi-
annual installments of $100,000 (see Note 10). The "effective date" of
the closing is ten days after the Bankruptcy Court issued the Order of
Confirmation.  At the execution of the Letter of Intent of the Company
to acquire TCCF, the Company deposited 50,000 shares of its common
stock with council for TCCF as security for the performance of its
obligations under the agreement.  The shares of stock remain
outstanding with council as of May 31, 2000.

The United States Bankruptcy Court issued the Order of Confirmation on
June 9,1999.  The Bankruptcy Court reserved comprehensive and
expansive jurisdiction to resolve any dispute and questions arising in
connection with the plan and Confirmation Order.   The court has
jurisdiction over any remaining cases as discussed in Note 18.

The Company began operating as a Reorganized Debtor using Fresh Start
Accounting in compliance with Accounting Statement of Position (SOP)
90-7 on July 28, 1999.  Except as expressly provided in the Plan, the
Confirmation Order shall discharge any and all debts or claims
whatsoever and any prior equity interests in the Company.  The
property and equipment of the Company were restated to properly
reflect their reorganized value, the liabilities subject to compromise
were reduced to the settlement amounts and those that are not subject
to compromise are segregated,  prior  stockholder's  deficit  of
$1,113,130  was eliminated by recording income forgiveness as an
extraordinary item and is not reflected in the consolidated financial
statements.

TCCF purchases wholesale long distance and local telecommunications
services and resells these services to their customers throughout the
United States.  This acquisition was recorded using the purchase
method of accounting as prescribed by APBO 16.  All intercompany
accounts were removed



<PAGE>    F-12


PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999


NOTE 6 - Business Combinations (continued)
------------------------------------------

through eliminating entries for the consolidation.  The cost of
acquiring TCCF was $1,370,000.  The excess of the purchase price over
the total assets has been recorded as Reorganization Value in Excess
of Amounts Allocable to Identifiable Assets and will be amortized over
its estimated useful life of 40 years.

The following condensed proforma reflects the results of operations of
the company had TCCF been included for the twelve months ended May 31,
2000 and 1999 respectively.

<TABLE>
<CAPTION>

                                          For the Twelve           For the Twelve
                                        Months ended 5/31/01    Months ended 5/31/99
                                        --------------------    --------------------
<S>                                     <C>                     <C>

Revenues                                    $    1,926,330          $    8,270,008
Operating Expenses                               5,243,252               9,156,626
Depreciation & Amortization                        163,287                 171,279

Interest Income                                     20,000                    3776
Interest Expense                                   154,747                   2,082

Loss before Income Taxes                        (3,614,956)             (1,056,203)

Provision for Income Taxes                          -0-                     -0-

Income from discontinued items                      -0-                     73,417

Loss before extraordinary items                 (3,614,956)               (982,786)

Extraordinary Loss                                  -0-                   (369,000)

Net Loss                                    $   (3,614,956)         $   (1,351,786)

Loss Per Share                                        (.21)                   (.13)

</TABLE>


NOTE 7 - Property and Equipment
-------------------------------

Property and equipment consists of the following at May 31, 2000 and
1999:

                                         2000              1999
                                     ------------      -------------
Computer Equipment                   $    268,687      $           -
Furniture, fixtures and equipment         147,913             24,085
Software development                      300,000                  -
Accumulated depreciation                  (91,793)           (10,740)
                                     ------------      -------------
Total                                $    624,807      $      13,345
                                     ============      =============


The Company capitalized the cost to develop, design and implement the
billing and accounts receivable software used for the Company's
internal use.  Capital costs consist of contract labor charges
incurred by the Company in the year ended May 31, 2000 for computer
programmers.

The Software Development costs are being amortized on a straight-line
basis over their estimated useful life of seven years.


<PAGE>    F-13


PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999

NOTE 8 - Loan Payable - Related Party
-------------------------------------

<TABLE>
<CAPTION>
                                                            May 31,
                                                  ---------------------------
                                                      2000           1999
                                                  -----------    ------------
<S>                                               <C>            <C>
The notes payable to shareholder and Chief
  Executive Officer are noncollateralized and
  due on demand.  Interest is accrued at
  the Applicable Federal Rate (AFR) of
  approximately 6.25%

    Principal                                     $   500,574    $    489,635
    Accrued Interest Payable                           58,246          46,657
                                                  -----------    ------------
                                                  $   558,820    $    536,292
                                                  ===========    ============
</TABLE>


NOTE 9 - Accrued Compensation
-----------------------------

In May, 1999, the Company issued 2,650,000 shares of restricted common
stock with a fair value of $331,250 to the Chief Executive Officer and
Chief Operating Officer of the corporation as compensation for their
services.  The Company applied a 75% discount from the quoted market
value of the Company's stock in determining the fair value for
compensation to officers.  A discount of 75% was taken from the quoted
market price to reflect the restrictions placed on the officers from
selling their stock for a period of one year under SEC Rule 230.144
and the negative effect in price this number of shares would have on
the overall market if they were to be offered for sale in block.


NOTE 10 - Notes Payable
-----------------------

Notes payable at May 31,2000 consisted of the following:


<TABLE>
<CAPTION>

                                                           2000             1999
                                                       ------------     ------------
<S>                                                    <C>              <C>
A one year, 13%, $750,000 note payable dated
June 21, 1999 with interest payable quarterly.
The note was renewed, in accordance with
the terms of the note, for an additional
twelve months by giving written notice prior
to maturity.  In order to obtain the financing,
the Company issued a total of 5,000,000 shares
of restricted common stock as defined by Rule
230.144 under the Securities Act of 1933, as
amended.  1,000,000 shares of the Company's
restricted common stock were delivered to the
lender to facilitate the loan and an additional
1,000,000 shares were issued to a related
company (100% owned by the CEO of the Company)
that assisted in obtaining the loan.  The Company
applied a 40% discount from quoted market price
of the Company's stock at the date of issuance
to determine the fair value of the 2,000,000
shares issued as a facility fee.  The "Facility
Fees" associated with the one year note were
expensed in the current period.  Pursuant to
the terms of a Pledge and Security Agreement
between borrower and lender, the Company issued
3,000,000 shares of restricted common stock
to the lender to hold as collateral on the note.
The company shall grant the lender the option
to purchase the pledged shares at an exercise
price of $.36 per share at any time for a period
of two years from the date of pledge.  The
purchase option, if exercised by the lender,
will have no effect on the outstanding balance
of the note.                                           $    750,000     $          0

</TABLE>


<PAGE>    F-14


PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999


NOTE 10 - Notes Payable (continued)
-----------------------------------

<TABLE>
<CAPTION>

<S>                                                    <C>              <C>

Two notes payable due to the creditor trust
fund.  1) A $500,000, 8% non-collateralized
note with semi-annual payments of $100,000
starting July 26, 1999.  The proceeds from
this note are for paying the allowed general
unsecured creditors (pre-petition accounts
payable).  This note matures July 26, 2001,
and 2) A $300,000, 8% non-collateralized
note with semi-annual payments of $25,000
starting July 26, 1999.  The proceeds from
this note are for paying allowed priority
tax claims.  This note matures July 26, 2005.               670,820                0
                                                       ------------     ------------

           Total Long Term Debt                           1,420,820                0

           Less Current Portion                             250,000                0

           Net Long Term Debt                          $  1,170,820     $          0
                                                       ============     ============

</TABLE>




Principal maturities are as follows for the next five years ending May
31:


               Year                 Amount
            ----------          -------------
               2001             $     250,000
               2002                   900,000
               2003                    50,000
               2004                    50,000
               2005                    50,000
            Thereafter                120,820
                                -------------
                                $   1,420,820
                                -------------



NOTE 11- Loans Payable
----------------------

At May 31, 2000, the company is obligated to the following loans
payable:

                                                             2000
                                                         ------------
Two non-interest bearing, non-collateralized
loans due on demand to current employees and
stockholders of the company.                             $    103,722

A non-interest bearing, non-collateralized loan
due on demand to a related company of the Chief
Executive Officer.                                            208,419

Two non-interest bearing, non-collateralized
loans due on demand.                                          299,058
                                                         ------------

        Total Loans Payable                              $    611,199
                                                         ============


NOTE 12 - Income Taxes
----------------------

Deferred income taxes are provided for temporary differences between
the financial reporting and income tax basis of the Company's assets
and liabilities.  Temporary differences, net operating loss carry
forwards and valuation allowances comprising the net deferred taxes on
the balance sheets are as follows:



<PAGE>    F-15



PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999


NOTE 12 - Income Taxes (continued)
----------------------------------


                                        May 31, 2000       May 31, 1999
                                        (000) omitted      (000) omitted
                                        -------------      -------------

Loss carry forward for tax purposes     $       5,880      $       2,320
                                        =============      =============

Deferred tax asset (34%)                $       1,852      $         789
Valuation allowance                            (1,852)              (789)
                                        -------------      -------------
Net deferred tax asset                  $           -      $           -
                                        =============      =============



At May 31, 2000, the Company had federal income tax net operating loss
carry forward of approximately $5,420,000 which will expire through
the year 2020.

                   Year of Expiration         Amount
                   ------------------     --------------
                         2009             $       43,000
                         2010                    308,000
                         2011                    166,000
                         2012                    193,000
                         2013                    850,000
                         2019                    760,000
                         2020                  3,100,000



In addition, the Company is reviewing its ability to utilize certain
net operating losses prior to the Company's emergence from bankruptcy
in 1994.  These losses have not been reflected in arriving at the net
operating loss carry forwards in the calculation of the deferred tax
assets.

As disclosed in Note 9, the Company has incurred compensation to its
chief executive and chief operating officers.  Generally, until the
restricted common stock issued in lieu of compensation becomes
substantially vested in the employee, the Company cannot claim a
compensation deduction.  Such compensation aggregating for 2000 is $0
and for 1999 is $331,250.


NOTE 13 - STOCK ISSUED FOR SERVICES
-----------------------------------

The company issued 60,000 shares and 150,000 shares of unrestricted
common stock in 1999 and 2000 respectively for payment to various
professionals for legal and consulting services rendered to the
Company.  The trading price of the shares issued, $33,251 and $95,250
respectively, was charged to expense and capital in the year of
issuance.


NOTE 14 - RECISSION OF RESTRICTED STOCK
---------------------------------------

In prior years, the Company issued 230,354 shares of restricted common
stock to certain individuals and companies in contemplation of
services to be rendered.  The individuals did not perform.  Management
reacquired the stock and voided the transaction.  No value was placed
on the stock at the date of issuance.


<PAGE>    F-16



PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999


NOTE 15 - Business Segments
---------------------------

The Company's reportable segments are strategic business units that
offer different products or services.  The Company has four reportable
segments: computer consulting, investment services, telecommunication
services, and acquisition services.  Intercompany loans have been
eliminated from reported segment assets.  There have been no
intersegment sales, expenses or transfers and there have been no
allocation of expenses between segments for the years ending May 31,
1999 and 2000.  The accounting policy used by all reporting segments
is the same as those described in the summary of significant
accounting policies.

The following is a summary of segment activity:


<TABLE>
<CAPTION>
                               Computer      Investment
                               Consulting    Services
                               (Dis-         (Dis-         Telephone     Acquistion
                               continued)    continued)    Services      Services          Totals
                               ----------    ----------    ----------    -----------     ------------
<S>                            <C>           <C>           <C>           <C>             <C>

May 31, 1999
------------
Revenues                       $       30    $        -    $         -   $         -     $         30
Interest income                         -             -              -         2,044            2,044
Interest expense                        -            92              -             -               92
Depreciation and amortization           -             -              -        74,429           74,429
Segment profit (loss)                   -             -              -    (1,131,857)               -
Income from discontinued
  operations                      (33,546)       13,417              -        60,000       (1,091,986)
Segment assets                      4,434             -              -       451,730          456,164

May 31, 2000
------------
Revenues                       $        -    $        -    $ 1,748,218    $        -        1,748,218
Interest income                         -             -         20,000             -           20,000
Interest expense                        -             -            643       153,959          154,602
Depreciation and amortization           -             -         84,557         2,584           87,141
Segment profit (loss)                   -             -     (1,693,295)   (1,434,711)      (3,128,006)
Segment assets                          -             -      1,695,790       181,621        1,877,411

</TABLE>



NOTE 16 - Commitments and Contingencies
---------------------------------------

The Company leases its principal business location from a related
party, the spouse of the chief executive officer.  The lease, which
provides for annual rental of approximately $40,000, expires in
September 2001.   Rent expense for the years ended May 31, 2000 and
1999 was $42,400 and $40,000 respectively, of which $10,600 was
accrued at the year ended May 31, 2000.

The Company is obligated for the lease of an automobile for 36 months
with monthly payments of $508.  The lease expires in December 2001.

A suit was filed against the Company for nonpayment of rents
subsequent to vacating office space occupied by the Company until
approximately November 1995.  A default judgment was obtained against
the Company.  To date, nobody has come forward to follow up on the
judgment or has made any effort to collect.  The potential cost to the
Company, if any, is not determinable at this time.

A suit has been filed by the Company in an attempt to recover
approximately $290,000 remaining from a promissory note receivable due
from ITC, see note 3.  As a part of the rescission agreement the
management of ITC agreed to relieve the Company from approximately
$800,000 of the tax obligations incurred by ITC prior



<PAGE>   F-17


PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999


NOTE 16 - Commitments and Contingencies (continued)
---------------------------------------------------

to the acquisition of ITC by this Company.  Management of ITC has
supposedly reneged on this portion of the
agreement.  The entire matter remains in litigation.  The management
of the Company intend to pursue this case.

A suit has been filed by a Canadian corporation for alleged breach of
contract regarding a licensing fee for use of billing software.  The
Company used the software for a short period of time and found it did
not meet the specific needs of the company and therefore stopped
payment.  The plaintiff is seeking damages for the loss of revenue
that would have been earned over the life of the agreement.  The
outcome of this litigation is not determinable at this time.
Management intends to aggressively defend this action to conclusion.

The owners of Mic Mac received 250,000 shares of restricted common
stock of the Company and were to receive another 250,000 shares if
certain budgeted financial targets were met.  The budgeted financial
targets were not met by Mic Mac and, therefore, the acquisition was
rescinded.  The Company returned the books and records to Mic Mac and
requested that the 250,000 shares previously issued also be returned.
The owners of Mic Mac requested that the second 250,000 be issued and
that all restrictions be removed from the shares.  In an effort to
amicably resolve the suit filed by the owners of Mic Mac, the Company
has advised the owners that they will not seek recovery of the
previously issued shares and have removed all restrictions.  The
owners of Mic Mac have not responded to this offer.  The final outcome
is not determinable at this time.


NOTE 17 - Going Concern
-----------------------

The financial statements are presented on the basis that the Company
is a going concern.  Going concern contemplates the realization of
assets and satisfaction of liabilities in the normal course of
business over a reasonable length of time.  The Company has incurred
losses in the last two years aggregating approximately $4,200,000 and,
as of May 31, 2000, has a deficit of approximately $9,300,000 and
insufficient working capital.

In prior years, the Company has made numerous acquisitions, three of
which have been rescinded in the years ending May 31, 1999 and 2000.
In connection therewith, it has incurred significant selling, general
and administrative expenses which have been funded by loans from the
Company's chief executive officer and by the selling of common stock
in the United States and in foreign markets.  These conditions raise
substantial doubt about the Company's ability to continue as a going
concern.

The Company believes that the acquisitions of TCCF will become
profitable in the future and will generate future cash flows. However,
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 and provide temporary working capital in
the U.S. and 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.


NOTE 18 - Subsequent Events
---------------------------

1.   The Company entered into an "Agreement and Plan of Share
Exchange" on July 28, 2000 to acquire Moye and Associates, Inc.,
(Moye), a Georgia Corporation.  Moye provides Internet Service,
specializing in DSL and web page design to commercial/residential
customers throughout the United States.  Moye also provides computer
sales and service throughout the State of Georgia.  The agreement
contemplates a tax-free exchange of 600 shares of the Company's
common stock for each outstanding share of common stock of Moye.
Approximately 600,000 shares of the Company's common stock will be
issued.  The following is Moye's condensed unaudited statement of
assets, liabilities and stockholder's equity - and statement of
revenues, expenses and retained earnings - for the six months ended
June 30, 2000:



<PAGE>    F-18


PHOENIX INTERNATIONAL INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2000 and 1999


NOTE 18 - Subsequent Events (continued)
---------------------------------------


     Statement of Assets, Liabilities and Stockholder's Equity


                                              June 30, 2000
                                               (unaudited)
                                              -------------

          Assets                              $           -
                                              =============

          Liabilities                         $      54,000
          Stockholder's Equity                      (54,000)
                                              -------------
          Total Liabilities and
          Stockholder's Equity                $           -
                                              =============



     Statement of Revenues, Expenses and Retained Earnings

                                             Six Months Ended
                                              June 30, 2000
                                               (unaudited)
                                             ----------------

          Revenues                           $        176,000
          Cost of Sales                                51,000
                                             ----------------
            Gross Profit                              125,000

          Expenses                                   (130,000)
                                             ----------------
          Net Loss                           $         (5,000)
                                              ===============



2.  In January, 2001, the Telephone Company of Central Florida, Inc.
changed its name to Epicus, Inc.

3.  In accordance with a Judgment Payment Agreement dated February 15,
2001 between Epicus, Inc. (formerly Telephone Company of Central
Florida, Inc.) and Sprint - Florida, Inc. (Sprint), Epicus agrees to
pay Sprint $332,000 together with interest at a rate provided by
law.  Principal payments of $10,000 each will be due commencing
March 15, 2001 through September 15, 2002 (18 months).  The final
balloon payment of $142,000 is payable on October 15, 2002.  The
$332,000 represents pre-petition and post petition costs to Epicus
as a reseller of local telecommunication services that were provided
by Sprint through a Master Resale Agreement.



<PAGE>    F-19