UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


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

                   For the fiscal year ended December 31, 1999

                          Commission File No. 000-26111

                        COMTECH CONSOLIDATION GROUP, INC.
                        ---------------------------------
                 (Name of small business issuer in its charter)


               Delaware                                  76-0544385
               --------                                  ----------
(State or jurisdiction of incorporation               (I.R.S. Employer
          or organization)                           Identification No.)

                       10497 Town & Country Way, Suite 460
                                Houston, TX 77024
                                  713-554-2244
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

      Securities registered under Section 12 (b) of the Exchange Act:  NONE

        Securities registered under to Section 12(g) of the Exchange Act:

                                  Common Stock
                                (Title of class)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  Exchange Act of 1934 during the preceding 12
months  (or  for  such shorter period that the Company was required to file such
reports),  and  (2) has been subject to such filing requirements for the past 90
days.
                                 Yes  X   NO
                                     ---     ---

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not  contained in this form, and no disclosure will be contained, to be
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.  X
                    ---

Issuer's  revenues  for  its  most  recent  fiscal  year:   $9,452,081
                                                            ----------


<PAGE>
State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  sold,  or  the average bid and asked price of such stock, as of a specified
date  within  the  past  60  days:  As  of  February  16,  2000:  $12,821,248
                                                                  -----------

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of the latest practicable date:  As of February 16, 2000, they were
22,105,600  shares  of  the  Company's  common  stock  issued  and  outstanding.

Documents  Incorporated  by  Reference:  None


                                        2
<PAGE>
                                TABLE OF CONTENTS

                           FORM 10 - KSB ANNUAL REPORT

                        COMTECH CONSOLIDATION GROUP, INC.

                                                                            PAGE
                                                                            ----

Facing  Page
Index

PART  I.
Item  1.     Description of Business                                           4
Item  2.     Description of Property                                           5
Item  3.     Legal  Proceedings                                                6
Item  4.     Submission of Matters to a Vote of Security Holders               7

PART  II
Item  5.     Market  for  the  Registrant's  Common  Equity
               And Related Stockholder Matters                                 8
Item  6.     Management's Discussion and Analysis of Financial
               Condition  and Results of Operations                            8
Item  7.     Financial  Statements                                            11
Item  8.     Changes in and Disagreements on Accounting and
               Financial  Disclosures                                         11

PART  III
Item  9.     Directors, Executive Officers, Promoters and Control
               Persons;  Compliance  with  Section  16  (a)  of
               The  Exchange  Act                                             12
Item 10.     Executive  Compensation                                          13
Item 11.     Security  Ownership  of  Certain  Beneficial  Owners
               and  Management                                                14
Item 12.     Certain  Relationships  and  Related  Transactions               15

PART  IV
Item  13.     Exhibits  and  Reports  of  Form  8-K                           16


SIGNATURES                                                                    35


                                        3
<PAGE>

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

Comtech  Consolidation  Group,  Inc.,  f/k/a Venning Group, Inc. (ComTech or the
Company)  was  incorporated  on  July  13,  1987  under the laws of the State of
Delaware,  to  engage  in  any  lawful  corporate undertaking, including but not
limited  to  selected  mergers  and  acquisitions.  The  Company had been in the
development  stage  from  inception  until  August  12,  1997,  at which time it
acquired  all  of  the  capital  stock  of  Networks  On-Line,  Inc.,  a network
integrator and Internet service provider and began operations under its business
plan.  Networks  On-Line,  Inc. provides Internet access services to individuals
and  businesses  in  the  Houston,  Texas  area and provides website hosting and
Internet  consulting  on  a  nationwide  basis.

The  Company  business  is  the  acquisition  and  consolidation of the business
operations  of  small  companies.  It  combines these small entities into larger
organizations  that  can  take  advantage  of  their collective size and achieve
economies  of  scale.  To  date  the  Company has acquired and was consolidating
business  operations  in  two  industries,  Internet  services  and Healthcare.

In  January of 1998, the Company formed a new wholly owned subsidiary named EISP
Corporation  (Enhanced  Internet Service Provider), a Texas corporation.  EISP's
mission  was  to  develop  market  enhanced  Internet  services,  i.e.  video
teleconferencing, faxing to be bundled with its standard Internet services.  The
Company  transferred  ownership  of  Networks On-Line, Inc. to EISP Corporation,
creating  a  full  Network  services  division.

In  February  of  1998,  the Company acquired Professional Management Providers,
Inc.  (PMP),  a  Baton  Rouge, Louisiana based corporation.  PMP is a management
consulting  company  for  home  health care providers, with customers located in
Texas  and  Louisiana.  PMP  was established as a subsidiary holding company for
acquisitions  of home health care agencies.  During 1998, PMP made a significant
amount  of  acquisitions with annualized revenues of approximately $17 million.

In  April  1998,  the  Company  acquired  Unique  Dawning,  Inc.  (UDI), a Texas
corporation.  UDI,  headquartered  in  Houston, operated specialized health care
center  (partial  hospitals)  providing  services  to  outpatients, with centers
located  in  Texas  and  Louisiana.  UDI was established as a subsidiary holding
company for acquisitions of partial hospitals.  During 1998 and 1999, UDI made a
significant  amount of acquisitions with annualized revenues of approximately $6
million.

ComTech  was  originally  in the business of growing sales revenues and earnings
through  consolidation  (acquisition) of privately held operating entities under
its  two  tier  corporate  holding  structure.  As  acquisitions  were made, the
Company  formed  a  Subsidiary  Holding  Company,  specifically  structured as a
financing  vehicle  to  fund  ongoing  expansion  around  the business initially
acquired.  This  two tier corporate holding structure was established to provide
a  means  of  raising  operating  capital  without  dilution  to  the  Company
shareholders.  It also allowed the Subsidiary Holding Company to develop its own
market  identity, separate and apart from that of the Company.  The objective of
this  system  was  to  continue  to  grow the business of its Subsidiary Holding
Company,  thereby  increasing  sales  revenue  and  earnings.


                                        4
<PAGE>
In  summary,  ComTech was a holding company that had developed a strategy that:

   -  Enhances  the  values  of  its  assets  (equity  in  Subsidiary  Holding
      Companies).

   -  Provides  management  with incentives to continue to grow the businesses.

   -  Provides  management  with  the  corporate  structure  to  obtain ongoing
      growth.

In  second  quarter  of  1999, ComTech decided to abandon the Subsidiary Holding
Company  concept  because  of  its  lack  of control over the Subsidiary Holding
Companies.  The  Company  did  not realize how much control it had actually lost
until it tried to change its method of managing the day-to-day operations of the
company.  In  doing  so,  the Company lost a significant amount of operations in
the  health  care  division.

In  July  1999,  the  Company  lost  seven  of  the  eight operating health care
facilities  of  PMP.  The only surviving operating health care entity of PMP was
A-1  Bayou, a home health care agency located in Jeanerette, Louisiana.  In late
1999,  the  Board of Directors of ComTech voted to transfer the ownership of A-1
Bayou  directly  to  ComTech.

In  September  1999,  the  Company closed four of the five operating health care
facilities  of  UDI.

As  of December 1999, ComTech has only three operating subsidiaries, one engaged
in  health  care and two engaged in Internet related businesses.  These entities
generate  approximately  $2  million  in  annual  revenues.

Due  to  the  significant  management  problems  noted  in 1999, the Company has
changed  its  method of managing it subsidiaries.  ComTech, the holding company,
now  directly  managed the financial and administrative operations of all of its
subsidiaries.

VISION/MISSION

In early 2000, the new management team of ComTech decided to refocus the Company
to  take  advantage  of  the  tremendous  growth of the Internet.  The fact that
ComTech  already  owns NOL and EISP (Internet service providers) makes this move
even  easier.  ComTech  will  play a major role in the technology arena and will
grow  rapidly  by acquisitions.  Management feels that by changing the direction
of  the Company to focus purely on technology related companies; ComTech will be
opening  the  door  to  endless  business  possibilities.

MARKET  ANALYSIS

The  multi-billion  dollar  U.S.  Internet industry is currently going through a
massive  restructuring,  which  is  creating virtually unlimited acquisition and
merger  possibilities.  Opportunities  for Internet and technology firms abound,


                                        5
<PAGE>
our  Internet  companies  will be key to our move toward growth and expansion in
technology  related  industries.

MARKETING  PLAN

The  Company  intends to implement a cost-effective marketing strategy through a
process  of  developing  a  public  relations  campaign to take advantage of the
opportunities  that  will  be  presented  by  the  move  to become a pure player
technology  company.

FINANCIAL  PLAN

Management's  goals  are  to  increase  revenues  and  shareholder value through
acquisitions.  ComTech  will  attempt  to  secure  relationships with Investment
Banking  firms to assist with capital needs. ComTech will prepare an SB-2 filing
to  register  stock to facilitate acquisitions and private placement of stock as
well  as  fund  an  Employee  Stock  Option  Plan.

COMPETITION

The  market  for  the  company's  Internet  products  is highly competitive, and
ComTech expects this competition to increase.  Many of the Company's competitors
have  significantly  greater  research  and development, marketing and financial
resources  than  the  Company, and therefore, represent significant competition.
The  Company believes that the primary competitive factors in the market for the
Company's  services  are  price,  performance  and  technical  support.

ITEM  2.  DESCRIPTION  OF  PROPERTY

The  Company  leases  a total of approximately 3,000 square feet of office space
for  the  Company's  headquarters  and  Internet  operations.  The  Company's
headquarters  is located at 10497 Town & Country Way, Suite 460, Houston, Texas.
In addition, the Company leases approximately 2,000 square feet of space for its
health  care  operations  in  Louisiana.  The  operating  lease at the Company's
headquarters  expires  on  May  31,  2001.

ITEM  3.  LEGAL  PROCEEDINGS

As  noted  in  the  notes  to  the (note 11) Company's financial statements, the
Company  had  been  involved  in a significant amount of legal proceeding during
1999.  A significant amount of litigation, both filed and threatened, is pending
against  the Company.  Almost all of the claims were incurred in the acquisition
and  operations  of  health  care  facilities  located  in Louisiana and Texas.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

No  matter was submitted to a vote of security holders during the fourth quarter
of  1999.


                                        6
<PAGE>

                                    PART III

ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

The  Company's common stock is traded on the OTC Bulletin Board under the symbol
"CCGI."  The  Company'  authorized capital stock consist of 30,000,000 shares of
common  stock,  $.00967  par  value,  of which 22,105,000 shares were issued and
outstanding  as  of  February  16, 2000 and 1,000,000 shares of preferred stock,
$.01  par  value,  of  which  31,046  shares  were  issued  and  outstanding.

As  of  December  31,  1999,  the approximate number of holders of record of the
common  stock  of  the  Company  was  3,600.

The  Company  has never paid any cash dividends in the past and anticipates that
for  the  foreseeable  future  all earnings, if any, will be retained to finance
growth  and  to  meet  working  capital  requirements.

ITEM 6.  MANAGEMENT 'S DISCUSSION AND ANALYSIS OF FINANCIAL CONITION AND RESULTS
OF  OPERATIONS

RESULTS  OF  OPERATIONS  BEFORE  EXTRAORDINARY  LOSSES:  1999  COMPARED TO 1998

Total  revenues  for  1999  of  $9,452,081 represents an increase of $656,134 or
7.46%  increase  from  revenues  of $8,795,947 in 1998.  This increase is due to
revenue  from  health  care  facilities being reported for six months in 1999 as
compared  to  five  months  in  1998.

The  Company  reported a net loss before extraordinary items of $352,924 in 1999
as  compared  to  net  income of $715,585 in 1998.  The $1,096,616 decrease from
1998  is  primarily  due  to an increase of $969,396 in corporate expenses.  The
increase  in  corporate expenses is due to the accrual of approximately $400,000
in  expenses  related  to  settled  and  pending  litigation,  $71,000  in legal
expenses,  $374,000 in expenses for investor relations paid in stock, $86,000 in
bad  debts  related  to  loans  to  subsidiaries,  $113,000  in  compensation to
officers.

EXTRAORDINARY  LOSSES

During  1999,  a  number of the health care facilities (6) in Louisiana owned by
the Company's subsidiary, Professional Management Providers, Inc. were operating
under  Chapter  11 of the U.S. Bankruptcy Code.  As a result of several disputes
and lawsuits with former management of the subsidiary, the Trustee in bankruptcy
closed  the  six subsidiary corporations of Home Care Center, Inc. in July 1999.
Thereafter,  the  Company  closed  three  of  the  remaining  four facilities in
Louisiana, and transferred ownership of the remaining one to the parent company.
The  one  remaining  facility  was  still  in  operation  at  December 31, 1999.


                                        7
<PAGE>
In  addition,  the  Company  made  several  acquisitions during 1999 through its
Unique  Dawning,  Inc.  (UDI)  subsidiary  without  board  approval or corporate
involvement.  These  facilities  proved  unmanageable,  and  as a result, Unique
Dawning, Inc. was placed in Chapter 11 of the Bankruptcy Code in September 1999.
Subsequently,  the  Trustee  transferred the filing to Chapter 7, which provides
for liquidation.  The Chief Financial Officer at the time and most of management
disagreed  with  a  two-member  Board decision to place Unique Dawning, Inc into
bankruptcy.  The  Board  not  only  placed  UDI  into  bankruptcy,  the  interim
President actually asked the bankruptcy court to appoint a trustee to manage the
operations  of  UDI,  which  was  an  act  guaranteed  to  close the "profitable
facility"  down.  No financial analysis was performed to ascertain the necessity
of  destroying  this  profitable  health  care  facility.  UDI  was  placed into
bankruptcy  based  on  an internal conflict between two board members.  Once the
trustee  was  appointed,  their doctors transferred the patients to other health
care  facilities;  therefore,  the  trustee  was  forced  to close the facility.

As  a  result  of these events, the Company recognized losses on the closing and
disposal of the twelve facilities (nine under Professional Management Providers,
Inc.  and  three  under  Unique  Dawning,  Inc.).  The  losses  were as follows:

     Professional Management Providers, Inc.         $2,088,367
     Unique  Dawning,  Inc.                             639,273
                                                     ----------
                                                     $2,727,640
                                                     ==========

The current management of the Company is certain that controls are in place that
will  assure  shareholders  that  sound  business  practices will be used in the
future.

FUTURE  OPERATIONS

As  noted in the description of the business section of the document, management
has  changed  the  focus  of  the Company to pursue the technology industry with
emphasis  on  Internet  related  businesses.  The  Company  intends  to  acquire
Internet  related  companies  by  issuing  shares of the Company's stock after a
secondary  offering.  As  of  the date of this report, management of the Company
has had preliminary discussions with potential merger or acquisition candidates,
but  there  is  no  definitive  agreement  between  the  Company  and any merger
candidates.  In  the  event the Company does enter into an agreement with such a
third party, the new Board of Directors does intend to obtain certain assurances
of  the  value  of  the  target  entity  assets  prior  to  consummating  such a
transaction.  Current  management  has  established  a  due  diligence  team  to
ascertain  that  the  mistakes  of  the  past  will  never  happen  again.

LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company's current assets represented 15% of current liabilities at December
31,  1999 as compared to 74% at December 31, 1998.  Current liabilities exceeded
current liabilities by $733,063 at December 31, 1999.  At December 31, 1999, the
Company  primarily  had two operational subsidiaries: one health care subsidiary
located  in  Louisiana  and  one  Internet  Service Provider located in Houston,
Texas.  The  net  income  from  these  operations  is  not sufficient to support


                                        8
<PAGE>
corporate  expenses  and  pay  current  liabilities.  Based  on  this  liquidity
problem,  the  Company's  external  auditors'  report  on  the 1999 consolidated
financial statements included a fourth paragraph noting a going concern problem.
Based  on  discussions  with  the  external  auditors, if the Company is able to
resolve  this  problem  by obtaining additional equity funding, the auditors are
willing  to  review  the  Company's  current  situation  and  if conditions have
improved,  the  firm is willing to reissue their report without noting the going
concern  problem.

Management  believes  that  actions  presently  being taken to obtain additional
equity  financing  through  a  secondary  offering and pursuing acquisitions and
increasing  sales  in  the  technology  sector  will  provide  the  Company  the
opportunity  to  continue  as  a  going  concern.

ITEM  7.  FINANCIAL  STATEMENTS

The Company's Consolidated Financial Statements, Notes to Consolidated Financial
Statements  and  the  report  of R. E. Bassie & Co., P.C., independent auditors,
with  respect  thereto, referred to in the Index to Financial Statements, appear
elsewhere  in  this  Form  10-KSB.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.

PART  III

ITEM  9-.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

The  following  table  sets  forth information concerning executive officers and
directors of the Company, including their ages and positions with the Company as
of  March  24,  1999.

MANAGEMENT

     Name               Age               Position
     ----               ---               --------

Walter  D.  Davis      48      Chairman of the Board, President, Chief Executive
                                      Officer  and  Director
Lamont  Waddell        57      Chief  Financial  Officer  and  Director
Vincent E. Alexander   38      Director and Chairman of the Audit Committee
Beatrice  Beasley      55      Director  and  Chairman  of  the
                                      Compensation  Committee
Jesse  Funchess        69      Director

Walter  D.  Davis,  48,  has  been chairman of the board and the chief executive
officer/president  of  CCGI  since  1/20/00.  He  served  as the chief financial
officer from 9/1/99-1/20/00.  He also serves as trustee on the Houston Municipal
Pension  Board.


                                        9
<PAGE>
Lamont Waddell, 57, is a director and has been the Chief Financial Officer since
1/20/00.  He  formerly  served  as  comptroller  of CCGI from October 1, 1999 to
January  20,  2000, and prior to that he was the Vice President of Finance/Human
Resource/Comptroller  of  the  Faro  Pharmaceutical  Corp.

Vincent  E.  Alexander, 38, serves as director and chair of the audit committee.
He was elected to the board in 12/99.  He is a financial officer of the Infinity
Brokerage  Corporation.  He is also a member of the greater Houston partnership.

Dr.  Beatrice  Beasley, 55, has been a member of the board since 1/20/00 and the
chair  of  the  compensation  committee.  She  is  a  tenured professor at Texas
Southern  University  and  is  president  of  Beasley  &  Associates, a business
training  and  consulting  firm.  Dr.  Beasley  also  serves on the board of the
Harris  County  Children's  Protective  Services  Agency.

Attorney  Jesse  Funchess, 69, was elected to the board in 2/00.  He is managing
partner of Jesse Funchess & Associates Attorneys at Law in Houston and Beaumont,
Texas.  Attorney Funchess is also the Chairman of the board of the South Central
Houston  Community  Action  Council,  Inc.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors,  executive  officers  and persons who own more than five percent of a
registered class of the Company's equity securities, to file with the Securities
and  Exchange  Commission  (the  SEC)  initial  reports of ownership and reports
changes in ownership of Common Stock and other equity securities of the Company.
Officers,  directors and greater than ten-percent beneficial owners are required
by  SEC  regulation  to  furnish  the  Company  with copies of all Section 16(a)
reports  they  file.

The  Company  is  in  compliance.

ITEM  10.  EXECUTIVE  COMPENSATION

SUMMARY  OF  CASH  AND  CERTAIN  OTHER  COMPENSATION

Name  and                                              Annual
Principal Position               Year               Compensation
-------------------              ----               ------------

Richard  Belhman                 1999                  $  48,000
Chief Executive Officer          1998                  $  48,000

Winfred  Fields                  1999                  $  96,000
Chief Executive Officer


                                       10
<PAGE>
OPTION  GRANTS  IN  LAST  FISCAL  YEAR

None

FISCAL  YEAR-END  OPTION  VALUES

None

DIRECTORS  REMUNERATION

In  1999  Directors  were  not  paid  a  fee  for  servicing  on  the  Board.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The following table sets forth as of February 16, 2000, information with respect
to  (a)  each person (including "group" as that term is used in section 13(d)(3)
of  the  Securities  Exchange  Act of 1934 who is known to the Company to be the
beneficial  owner of more than five percent (5%) of the outstanding Common Stock
of  the  Company and (b) the number and percentage of the Company's Common Stock
owned  by  (i)  each  of  the  directors and the executive officers named on the
Summary  Compensation  Table above and (ii) all directors and executive officers
of  the  Company  as  a  group.  The  Company  believes  that,  unless otherwise
indicated,  each  of  the shareholders has sole voting and investment power with
respect  to  the  shares  beneficially  owned.

CLASS          NAME  AND  ADDRESS            AMOUNT          PERCENT
-----          ------------------            ------          -------

Common         Arlie  Enterprise,  Inc.      1,363,619        6.2%
               11500 NE 76th St., A3#66
               Vancouver,  WA  98662

Common         Dorothy  M.  Stewart          1,366,000        6.2%
               1143 Bayou Island Drive
               Houston,  TX  77063

Common         Officers and Directors           53,600        0.2%
               (One  Officer)

The  balance of the Company's outstanding Common Shares is held by approximately
4,000  persons.


                                       11
<PAGE>
ITEM  12  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Related  transactions  are  noted  in  the  Company's  Consolidated  Financial
Statements  and  Notes  to  the  Consolidated  Financial  Statements.

ITEM  13.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES, ALND REPORTS ON FORM 8-K.

1)     Documents  filed  as  part  of  the  report:

     1)  The  financial  statements  filed  as  part  of  this report are listed
         separately  in  the  Index  to  Financial  Statements.

2)  The Company  filed  one  report  on  Form 8-K during  the  last  quarter  of
    1999.  The  report  dated  November  5,  1999  noted  "Other Event."  On  or
    about  September  30,  1999,  the  management  of  the  Company  filed  for
    Chapte  11  reorganization  of  three  of  its  subsidiaries, namely, Unique
    Dawning, I nc., Unique  Dawning  CMHC, Inc.  land  Summit  Quality  Health
    Services,  Inc.

3)  Lists  of  Exhibits:

    Exhibit 27


SIGNATURES

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

COMTECH  CONSOLIDATION  GROUP,  INC.


Date:  April  13,  2000                    By:     /s/  Walter  D.  Davis
                                                   ----------------------
             Walter D. Davis
             Chairman of the Board,
             Chief Executive Officer,
             President

Date:  April  13,  2000                    By:     /s/  Lamont  J.  Waddell
                                                   ------------------------
             Lamont J. Waddell
             Chief Financial Officer,
             Vice President of Finance


                                       12
<PAGE>
Pursuant to the requirements of the 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
        ---------                                      -----

By:     /s/  Walter  D.  Davis             Chairman of the Board and Chief
        ----------------------             Executive Officer, President and
        Walter  D.  Davis                  Director


By:     /S/  Lamont  J.  Waddell           Board Member and Chief Financial
        ------------------------           Officer and Vice President of Finance
        Lamont  J.  Waddell


By:     /s/ Vincent E. Alexander           Board Member and Chairman of the
        ------------------------           Audit  Committee
        Vincent  E.  Alexander


By:     /s/ Dr. Beatrice Beasley           Board Member and Chairman of the
        ------------------------           Compensation  Committee
        Dr.  Beatrice  Beasley


By:     /s/  Jesse  Funchess               Board  Member
        --------------------
        Jesse  Funchess,  JD


        Signature                                   Date
        ---------                                   ----

By:     /s/  Walter  D.  Davis             April  13,  2000
        ----------------------
        Walter  D.  Davis


By:     /S/  Lamont  J.  Waddell           April  13,  2000
        ------------------------
        Lamont  J.  Waddell


By:     /s/  Vincent  E.  Alexander        April  13,  2000
        ---------------------------
        Vincent  E.  Alexander


By:     /s/  Dr.  Beatrice  Beasley        April  13,  2000
        ---------------------------
        Dr.  Beatrice  Beasley


By:     /s/  Jesse  Funchess               April  13,  2000
        --------------------
        Jesse  Funchess,  JD


                                       13
<PAGE>

INDEX  TO  FINANCIAL  STATEMENTS


               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                                      INDEX



Independent  Auditors'  Report

Consolidated  Financial  Statements:

     Balance  Sheets  -  December  31,  1999  and  1998

     Statements  of  Operations  -  Years  ended  December  31,  1999  and  1998

     Statements of Stockholders' Equity - Years ended December 31, 1999 and 1998

     Statements  of  Cash  Flows  -  Years  ended  December  31,  1999  and 1998

Notes  to  Consolidated  Financial  Statements


<PAGE>
R.  E.  BASSIE  &  CO.,  P.C.
CERTIFIED  PUBLIC  ACCOUNTANTS
A  PROFESSIONAL  CORPORATION
--------------------------------------------------------------------------------




                              COMTECH CONSOLIDATION
                          GROUP, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

                           (WITH INDEPENDENT AUDITORS'
                                 REPORT THEREON)


<PAGE>
R.  E.  BASSIE  &  CO.,  P.C.
CERTIFIED  PUBLIC  ACCOUNTANTS
A  PROFESSIONAL  CORPORATION
--------------------------------------------------------------------------------
                                           7171  Harwin  Drive,  Suite  306
                                           Houston,  Texas  77036-2197
                                           Tel: (713)266-0691 Fax: (713)266-0692
                                           E-Mail:  Rebassie@aol.com


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The  Board  of  Directors
Comtech  Consolidation  Group,  Inc.:

We  have  audited the consolidated financial statements of ComTech Consolidation
Group,  Inc.  and  subsidiaries  as  listed  in  the  accompanying index.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits 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  audits provide 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  Comtech
Consolidation Group, Inc. and subsidiaries as of December 31, 1999 and 1998, and
the  results  of  their  operations and their cash flows for the two-year period
ended  December  31,  1999,  in  conformity  with  generally accepted accounting
principles.

As  shown  in  the consolidated financial statements, the Company incurred a net
loss  of  $3,091,578  in 1999.  At December 31, 1999, current liabilities exceed
current  assets  by  $733,063.  These  factors, and others discussed in Note 13,
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.  The  consolidated  financial statements do not include any adjustments
relating  to  the  recoverability  and classification of recorded assets, or the
amounts  and  classification of liabilities that might be necessary in the event
the  Company  cannot  continue  in  existence.


                    /s/  R. E. Bassie & Co., P.C.


Houston,  Texas
March  24,  2000


<PAGE>
<TABLE>
<CAPTION>
                            COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                                       CONSOLIDATED BALANCE SHEETS

                                        December 31, 1999 and 1998


Assets                                                                          1999            1998
-------------------------------------------------------------------------  ---------------  -------------

<S>                                                                        <C>              <C>
Current assets:
  Cash (note 3)                                                                   $21,710        $150,624
  Accounts receivable, less allowances for contractual
    adjustments and doubtful accounts of $1,000
    in 1999 and $4,310,771 in 1998 (note 12)                                      110,007       3,097,506
  Prepaid expenses                                                                      -         262,463
                                                                           ---------------  -------------
    Total current assets                                                          131,717       3,510,593
                                                                           ---------------  -------------

Note receivable (note 2)                                                           20,000               -

Property and equipment, net of accumulated
  depreciation and amortization (notes 4 and 5)                                   146,014         595,687

Excess of cost over net assets of businesses
  acquired, less accumulated amortization of
  $34,000 in 1999 and $22,171 in 1998 (notes 2 and 12)                            646,000       2,457,829

Other assets                                                                        4,340         244,457
                                                                           ---------------  -------------
    Total assets                                                                 $948,071      $6,808,566
                                                                           ===============  =============

                  Liabilities and Stockholders' Equity
                  ------------------------------------

Current liabilities:
  Accounts payable and accrued expenses                                           617,392       1,287,893
  Accrued salaries and related liabilities                                        131,686       1,232,006
  Due to third-party payors                                                             -       1,503,623
  Loans payable to shareholders                                                    42,482         277,882
  Notes payable                                                                    10,000         186,888
  Convertible subordinated debentures (note 8)                                          -         195,000
  Current installments of long-term debt (note 5)                                  63,220          39,562
                                                                           ---------------  -------------
    Total current liabilities (note 12)                                           864,780       4,722,854
Long-term debt, less current installments (note 5)                                545,114         443,943
                                                                           ---------------  -------------
    Total liabilities                                                           1,409,894       5,166,797
                                                                           ---------------  -------------

Stockholders' equity (notes 2, 3, 6, 8, 12 and 14):
  Preferred stock, $.01 par value.  Authorized
    1,000,000 shares: issued and outstanding,
    31,028 shares in 1999 and 31,450 in 1998
      Class B, 8% cumulative and convertible                                          310             324
  Common stock, $.00967 par value.  Authorized
    30,000,000 shares: issued and outstanding,
    22,077,072 shares in 1999 and 16,970,849
    shares in 1998                                                                213,485         164,108
  Additional paid-in capital                                                    2,024,806       1,033,383
  Retained earnings (deficit)                                                  (2,700,424)        443,954
                                                                           ---------------  -------------
    Total stockholders' equity (deficit)                                         (461,823)      1,641,769

Commitments and contingent liabilities (notes 6, 8, 9, 11, 13, 14 and 15)
                                                                           ---------------  -------------
    Total liabilities and stockholders' equity                             $      948,071   $   6,808,566
                                                                           ===============  =============
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.


<PAGE>
<TABLE>
<CAPTION>
                      COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                            CONSOLIDATED STATEMENTS OF OPERATIONS

                            Years ended December 31, 1999 and 1998


                                                          1999                  1998
                                                  --------------------  --------------------
<S>                                               <C>                   <C>
 Revenues:
   Net patient service revenue                    $         8,861,052   $         6,772,967
   Management fees                                                  -             1,271,422
   Internet service revenue                                   591,029               751,558
                                                  --------------------  --------------------
     Total revenues                                         9,452,081             8,795,947
                                                  --------------------  --------------------

 Operating expenses:
   Health care operations                                   7,953,888             6,960,452
   Internet operations                                        578,323               763,542
   Corporate operations                                     1,221,083               251,687
   Amortization                                                25,996                19,817
   Depreciation                                                25,715                56,757
                                                  --------------------  --------------------
     Total operating expenses                               9,805,005             8,052,255
                                                  --------------------  --------------------

     Operating income (loss)                                 (352,924)              743,692

 Other income (expenses):
   Interest income                                                  -                 3,040
   Interest expense                                           (11,014)              (31,147)
                                                  --------------------  --------------------
     Total other income (expenses)                            (11,014)              (28,107)
                                                  --------------------  --------------------

     Net income (losses) before extraordinary
       losses                                                (363,938)              715,585

 Extraordinary losses (note 12)                            (2,727,640)                    -
                                                  --------------------  --------------------
     Net earnings (loss) (note 8)                 $        (3,091,578)  $           715,585
                                                  ====================  ====================

 Earnings per share from continuing operations:
   (Before extraordinary items)
     Primary                                      $             (0.02)  $              0.05
                                                  ====================  ====================
     Fully diluted                                $             (0.01)  $              0.04
                                                  ====================  ====================
 Weighted average common shares
     Primary                                               19,954,922            14,719,450
                                                  ====================  ====================
     Fully diluted                                         24,634,045            16,312,361
                                                  ====================  ====================
</TABLE>


 See  accompanying  notes  to  consolidated  financial  statements.


<PAGE>
<TABLE>
<CAPTION>
                        COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                              Years ended December 31, 1999 and 1998


                                                                           1999          1998
                                                                       ------------  ------------

<S>                                                                    <C>           <C>
 Cash flows from operating activities:
   Net earnings (loss)                                                 $(3,091,578)  $   715,585
   Less losses from extraordinary item (note 12)                         2,727,640             -
                                                                       ------------  ------------
   Net earnings (loss) from continuing operations                         (363,938)      715,585
   Adjustments to reconcile net earnings (loss) to net
     cash used in operating activities:
       Depreciation and amortization of property
         and equipment                                                      25,715        56,757
       Amortization of excess of cost over net
         assets of businesses acquired                                      25,966        19,817
       Bad debt expense                                                     86,000       211,497
       Stock issued for various services                                   366,221             -
       Loss on disposal of equipment                                         2,963             -
       (Increase) decrease in accounts receivable                         (667,749)   (1,705,145)
       Increase in prepaid expenses                                         25,953      (210,137)
       Increase in other assets                                             74,837      (241,784)
       Increase (decrease) in accounts payable
         and accrued expenses                                              536,356      (102,039)
       Increase (decrease) in accrued salaries and
         related liabilities                                              (314,393)      564,532
       Decrease in amount due to third-party payors                        (40,735)      (40,532)
                                                                       ------------  ------------
           Net cash used in operating activities                          (242,804)     (731,449)
                                                                       ------------  ------------

 Cash flows from investing activities:
   Purchase of property and equipment                                      (11,647)      (69,172)
   Cash received from acquired subsidiaries                                      -       520,034
                                                                       ------------  ------------
           Net cash provided by (used in)
             investing activities                                          (11,647)      450,862
                                                                       ------------  ------------

 Cash flows from financing activities:
   Proceeds from borrowing from shareholders                                     -        33,750
   Repayments to shareholders                                                    -       (37,038)
   Proceeds from long-term debt                                                  -        79,850
   Principal payments on long-term debt                                    (13,588)      (30,477)
   Proceeds from short-term note payable                                    10,000             -
   Principal payments on short-term notes payable                                -       (18,896)
   Proceeds from issuance of shares under private placement                129,125         1,499
   Proceeds from sales of subordinated debentures                                -       400,000
                                                                       ------------  ------------
           Net cash provided by financing activities                       125,537       428,688
                                                                       ------------  ------------

           Net increase (decrease) in cash                                (128,914)      148,101

 Cash at beginning of year                                                 150,624         2,523
                                                                       ------------  ------------
 Cash at end of year                                                   $    21,710   $   150,624
                                                                       ============  ============

 Supplemental schedule of cash flow information:
   Interest paid                                                       $    11,014   $    31,147
                                                                       ============  ============

 Supplemental disclosures:

   Noncash investing and financing activities (notes 2, 3, 8 and 12))
</TABLE>


 See  accompanying  notes  to  consolidated  financial  statements.


<PAGE>
<TABLE>
<CAPTION>
                                COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                     Years ended December  31, 1999 and 1998

                                                                                                       Total
                                                                       Additional      Retained     stockholders'
                                            Preferred      Common        paid-in       earnings       equity
                                              stock        stock         capital       (deficit)     (deficit)
                                           ------------  ----------  ---------------  ------------  -------------
<S>                                        <C>           <C>         <C>              <C>           <C>
 Balance, December 31, 1997                $         -    $124,996          $75,978     $(271,631)     $(70,657)

   Issuance of 1,029,410 shares
     for acquisitions (note 2)                     324       9,670          743,948             -       753,942

   Issuance of 1,499,138 shares
     under private placement
     (note 3)                                        -      14,497          (12,998)            -         1,499

   Issuance of 182,000 shares                                                                                 -
     for marketing services                          -       1,760           34,640             -        36,400

   Conversion of debentures
     for 1,363,511 shares
     of common stock (note 9)                        -      13,185          191,815             -       205,000

   Net earnings                                      -           -                -       715,585       715,585
                                           ------------  ----------  ---------------  ------------  ------------

 Balance, December 31, 1998                        324     164,108        1,033,383       443,954     1,641,769

   Issuance of 3,500 shares of preferred
     stock for acquisitions (note 2)                35           -           62,166             -        62,201

   Issuance of 645,625 shares of
     common stock under private
     placement (note 3)                              -       6,243          122,882             -       129,125

   Issuance of 1,251,995 shares of
     common stock for retirement of
     debt (note 3)                                   -      12,108          238,291             -       250,399

   Conversion of debentures
     for 1,223,787 shares
     of common stock (note 9)                        -      11,834          183,166             -       195,000

   Issuance of 376,078 shares
     for investor relations                         15       3,622          300,184             -       303,821

   Issuance of 183,600 shares of common
     stock for contractual services
     (note 3)                                        -       1,775           45,665             -        47,440

   Conversion of 6,400 shares of
     preferred stock for 1,530,222
     shares of common stock (note 6)               (64)     14,797          (14,733)            -             -

   Issuance of 96,392 shares of
     common stock for preferred
     stock dividends (note 6)                        -         932           51,868       (52,800)            -

   Retirement of 200,000 shares
     of common stock (note 3)                        -      (1,934)           1,934             -             -

   Net loss                                          -           -                -    (3,091,578)   (3,091,578)
                                           ------------  ----------  ---------------  ------------  ------------

 Balance, December 31, 1999                       $310    $213,485       $2,024,806   $(2,700,424)    $(461,823)
                                           ============  ==========  ===============  ============  ============
</TABLE>


 See  accompanying  notes  to  consolidated  financial  statements.


<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998


(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     THE  COMPANY

     ComTech Consolidation Group, Inc., a Delaware corporation, was incorporated
     on July 13,  1987.  The  Company is a Houston,  Texas  based  consolidation
     company  that  is  focused  on  acquiring  and  building   growth  oriented
     businesses through  acquisitions in the technology related industries.  The
     Company has operations in Texas and Louisiana.

     PRINCIPLES  OF  CONSOLIDATION

     The  consolidated  financial  statements  include  the  accounts of Comtech
     Consolidation Group, Inc. and its wholly-owned  subsidiaries (the Company).
     All material  intercompany  profits,  transactions  and balances  have been
     eliminated.

     The  accounts of  purchased  companies  are  included  in the  consolidated
     financial statements from the dates of acquisition. The excess of cost over
     the fair  value of net assets of  businesses  acquired  is being  amortized
     using the  straight-line  method over a 40-year period  commencing with the
     dates of acquisition.

     PROPERTY  AND  EQUIPMENT  AND  DEPRECIATION

     Property and  equipment  are stated at cost.  Depreciation  of property and
     equipment is calculated using the  straight-line  method over the estimated
     useful lives of the assets, which range from three to ten years.

     EARNINGS  PER  SHARE

     Earnings  (losses)  per common  share have been  computed by  dividing  net
     earnings   (losses)  by  the  weighted  average  number  of  common  shares
     outstanding during the respective periods.

     STATEMENTS  OF  CASH  FLOWS

     For purposes of the  statements  of cash flows,  the Company  considers all
     highly liquid investments with original  maturities of three months or less
     to be cash equivalents.


<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     USE  OF  ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions   that  affect  certain   reported   amounts  and  disclosures.
     Accordingly, actual results could differ from those estimates.

     PATIENT  SERVICE  REVENUE

     The Company's  health care  subsidiaries  have agreements with  third-party
     payors (primarily Medicare and Medicaid programs) that provide for payments
     to the Company at amounts  different from its established rate for services
     and supplies.  Payment arrangements include prospectively determined rates,
     reimbursed  costs,  discounted  charges,  and other  arrangements.  Patient
     service  revenue is reported at the estimated net  realizable  amounts from
     patients,  third-party payors, and others for services rendered,  including
     estimated  retroactive  adjustments  under  reimbursement  agreements  with
     third-party  payors.  Retroactive  adjustments are recorded on an estimated
     basis in the period the related  services  are rendered and adjusted in the
     future periods, as final settlements with the payors are determined.

     CONCENTRATION  OF  CREDIT  RISK

     Medicare  and  Medicaid  Programs

     Net revenue from the majority of the  Company's  subsidiaries  is generated
     from  services  rendered to Medicare  and Medicaid  program (the  Programs)
     beneficiaries.  The  reimbursement  from the Programs is  determined  under
     cost-based  reimbursement formulas. The ultimate reimbursement to which the
     Company is entitled  is based on the  submission  of annual  cost  reports,
     which  are  subject  to  audit,  by  the  Programs   through  the  Programs
     intermediaries.   Management   has  made   allowances  for  potential  cost
     disallowances.  Differences  between  allowances and final  settlements are
     reported  as  modification  to net patient  service  revenue in the year of
     settlement. Since the Company receives a substantial portion of its funding
     from the  Programs,  it is  dependent  on  funding  from the  Medicare  and
     Medicaid programs to support fifty percent of its operations.

     RECLASSIFICATIONS

     Certain  1998  amounts  have  been  reclassified  to  conform  to  the 1999
     presentation.


                                        2
<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2)  ACQUISITIONS

     Effective   January  1,  1999,  the  Company,   through  its   wholly-owned
     subsidiary,  PMP,  issued 1,000 shares of its Class B preferred  stock (see
     note 6) for all of the  outstanding  stock of Clinical  Concepts,  Inc.,  a
     Louisiana  health  care  corporation.  On the same day,  the  Company  sold
     Clinical  Concepts Inc. to an individual for a long-term note receivable in
     the  amount  of  $30,000.   The  note  receivable  is  due  in  six  annual
     installments of $5,000.

     Effective March 26, 1999, the Company, through its wholly-owned subsidiary,
     Unique  Dawning,  Inc.,  issued 2,500 shares of its Class B preferred stock
     (see  note 6) for all of the  outstanding  stock of two Texas  health  care
     corporations.

     Effective  February  15, 1998,  the Company  issued  500,000  shares of its
     common stock in exchange for all of the  outstanding  stock of Professional
     Management  Providers,  Inc.  (PMP),  a Louisiana  health  care  management
     corporation.

     Effective  April 1, 1998,  the Company  issued 500,000 shares of its common
     stock in exchange for all of the outstanding stock of Unique Dawning, Inc.,
     a Texas health care corporation.

     Effective June 30, 1998, the Company,  through its wholly-owned subsidiary,
     PMP,  issued  2,000  shares of its Class B  preferred  stock for all of the
     outstanding  stock of Superior  Quality  Health Care,  Inc., a Texas health
     care corporation.

     Effective July 30, 1998, the Company,  through its wholly-owned subsidiary,
     PMP,  issued  11,000  shares of its Class B preferred  stock for all of the
     outstanding  stock of Home Care  Center,  Inc.,  a  Louisiana  health  care
     corporation (see note 11).

     Effective   August  13,  1998,  the  Company,   through  its   wholly-owned
     subsidiary, PMP, issued 1,300 shares of its Class B preferred stock for all
     of the outstanding stock of Magnolia Home Health,  Inc., a Louisiana health
     care corporation.

     Effective   October  3,  1998,  the  Company,   through  its   wholly-owned
     subsidiary,  PMP,  issued 600 shares of its Class B preferred stock for all
     of the outstanding stock of A-1 Bayou Health 2000, Inc., a Louisiana health
     care corporation.


                                        3
<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Between  July 1, 1998 and  December  29,  1998,  the  Company,  through its
     wholly-owned subsidiary, PMP, issued 16,550 shares of its Class B preferred
     stock for certain net assets of twelve Louisiana health care corporations.

     All of the above  acquisitions  have been  accounted for using the purchase
     method  with the  purchase  price  allocated  to the  acquired  assets  and
     liabilities  based  on  their  respective  estimated  fair  values  at  the
     acquisition   dates.   Such  allocations  were  based  on  evaluations  and
     estimations.  A valuation  adjustment in the amount of $2,000,000  has been
     assigned to the value of existing contracts for entities acquired in 1998.

     The  purchase  allocation  is  summarized  as  follows:

                                              1999           1998
                                              ----           ----

         Current  assets                    $133,849       $3,630,796
         Noncurrent  assets                   25,000                -
         Property  and  equipment                  -          439,745
         Excess of cost over net assets
            of  businesses  acquired               -        2,000,000
         Current  liabilities                (96,648)      (5,229,128)
         Long-term  liabilities                    -          (87,471)
                                            ---------      -----------
                                             $62,201         $753,942
                                            =========      ===========

     Goodwill  is  being  amortized  over  a  period  of  40  years.

(3)  RELATED  PARTY  TRANSACTIONS

     In January  1999,  the  Company  sold  645,625  shares of common  stock for
     $129,125  ($.20 per share) to a company owned by a relative of the Chairman
     of the Board at the time (the  Chairman  was  subsequently  removed  by the
     Board).  The Chairman of the Board  charged the Company a fee in the amount
     of $5,125 to consummate this transaction.  This private placement was never
     approved by the Board of Directors.

     In January 1999,  the Company  issued  1,251,995  shares of common stock to
     companies  owned by relatives of the Chairman of the Board at the time. The
     shares were issued to retire  loans made to the Company by the  Chairman of
     the Board and a company owned by the deceased former Chairman of the Board.
     The  Board of  Directors  never  approved  these  transactions.  The  Board
     subsequently  removed the  Chairman  from the Board.  The shares were never
     returned and are still  outstanding.  In March 2000,  the Company  signed a
     settlement  agreement  and mutual  release in return  for  another  private
     placement of stock (see note 14). In addition,  the former President of the
     Company  agreed to return  200,000  shares of common stock in settlement of
     his involvement in the issuance of the shares.


                                        4
<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In April 1999, the Company issued 130,000 shares ($.20 per share) of common
     stock  to the  Chairman  of the  Board at the  time  for  compensation  for
     services performed.

     In December  1999,  the Company  issued  53,600  shares ($.40 per share) of
     common stock to the Chief Financial  Officer for  compensation for services
     performed and the repayment of $11,500 in loans made to the Company,

     On July 2, 1998,  the  Company  completed a private  offering of  1,500,000
     shares of its common stock at an offering price of $.001 per share.  Of the
     1,500,000  offered,  1,499,138 shares were issued and sold.  283,000 shares
     were sold to a company owned by the son of the Chairman of the Board at the
     time,  666,138  shares were sold to the Chairman of the Board at the end of
     1998,  and 500,000  shares were sold to a close  business  associate of the
     Chairman  of  the  Board,  of  which,   320,000  shares  were  subsequently
     transferred  to the Chairman of the Board.  The shares were issued for less
     than the par value of the  shares.  The  excess  of the par value  over the
     proceeds from the placement has been charged to Additional paid-in capital.
     The Company has not determined whether the issuance met the requirements of
     state law.

     At December 31, 1998, $40,000 of the cash balance was pledged as collateral
     for a personal loan made by the president of PMP. The Board of Directors of
     the Company did not approve this transaction.

(4)  PROPERTY  AND  EQUIPMENT

     Property  and  equipment  is  summarized  as  follows:

                                                      December  31,
                                               -------------------------
                                                 1999            1998
                                               ---------       ---------
        Equipment                               $240,317        $301,922
        Furniture  and  fixtures                   1,600         429,087
        Leasehold  improvements                        -         336,163
                                               ---------       ---------
          Total  property  and  equipment        241,917       1,067,172
        Less accumulated depreciation and
          amortization                            95,903         471,485
                                               ---------       ---------
          Net  property  and  equipment         $146,014        $595,687
                                               =========       =========


                                        5
<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5)  LONG-TERM  DEBT

     Long-term  debt  is  summarized  as  follows:
<TABLE>
<CAPTION>
                                                             December  31,
                                                           ------------------
                                                             1999      1998
                                                           --------  --------
<S>                                                        <C>       <C>
        Notes payable (8), due March 10, 2001, with
          interest at 6.5% (see note 11)                   $251,100  $      -
        Note payable in monthly installments of $868
          through September 2003; with interest at
          10.5%, unsecured                                   34,075    40,393
        Note payable in monthly installments of $970
          through September 2004, with monthly
          installments increasing to $5,500 through
          August 2005, with interest, unsecured             115,126   119,006
        Note payable in monthly installments of $3,700
          through August 2004, unsecured                    208,033   219,169
        Note payable to a bank, with interest at
          the lender's prime rate plus 2%, due
          March 5, 2000 (note 12),                                -    67,322
        Note payable, with interest at 13.24%, due
          January 2003; collateralized by transpor-
          tation equipment (note 12)                              -    16,235
        Note payable, with interest at 3.90%, due
          November 2003; collateralized by transpor-
          tation equipment (note 12)                              -    21,380
                                                           --------  --------
            Total long-term debt                            608,334   483,505
          Less current installments                          63,220    39,562
                                                           --------  --------
            Long-term debt, less
               current installments                        $545,114  $443,943
                                                           ========  ========
</TABLE>


     Aggregate  yearly  maturities  of  long-term  debt  for  the  periods after
     December 31, 1999  are  as  follows:

                    Years
                    -----
                     2000                   $63,220
                     2001                   315,111
                     2002                    64,889
                     2003                    66,115
                     2004                    60,193
                     Thereafer               38,806
                                           --------
                                           $608,334
                                           ========


                                        6
<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6)  PREFERRED  STOCK

     In 1999, the Company issued 3,500 shares of its Class B preferred  stock in
     exchange for all of the  outstanding  stock of three health care  companies
     (see note 2). In 1998,  the  Company  issued  31,450  shares of its Class B
     preferred stock in exchange for all of the outstanding stock of four health
     care  companies and certain net assets of twelve health care companies (see
     note 2). The Class B preferred  shares have a face value of $100 per share,
     with an annual  cumulative  dividend equal to 8%, with a term of 24 months.
     The Class B preferred  shares are convertible by the  shareholders  for the
     Company's common stock at anytime after 12 months from the date of issuance
     at a conversion rate equal to 80% of the then market price of the Company's
     common stock. The Class B preferred shares are redeemable by the Company at
     anytime in exchange for cash payment equal to the  full-face  amount of the
     shares plus accumulated dividends.  At the end of the 24 month term, if not
     redeemed by the Company for cash equal to the face amount of the  preferred
     shares,  the shares  automatically  convert to common stock at a conversion
     rate  equal to 80% of the then  market  bid price of the  Company's  common
     stock.  See note 14 for  subsequent  events  related  to the  creation  and
     subsequent sale of the Company's Class E preferred stock.

(7)  FEDERAL  INCOME  TAX  EXPENSE

     The estimated  federal  income tax expense for the year ended  December 31,
     1998 is eliminated by net operating loss carryforwards.

(8)  CONVERTIBLE  SUBORDINATED  DEBENTURES

     On August 3, 1998,  the Company  entered  into an  agreement  to issue,  as
     needed,   $750,000  of  8%  senior  subordinated   convertible   redeemable
     debentures (the Debentures) due August 3, 1999. Interest on the outstanding
     balance is due and  payable  monthly  commencing  September  3,  1998.  The
     Debentures may be converted into shares of the Company's stock at the lower
     of 75% of the closing bid price of the Company's  stock the day immediately
     preceding  the date of receipt by the Company of notice of conversion or by
     75% of the  closing  bid  price of the  Company's  stock  on the five  days
     immediately preceding the date of subscription by the holder as reported by
     the National  Association of Securities Dealers  Electronic  Bulletin Board
     ("NASDAQ").  As of December 31, 1998, the Company had borrowed  $400,000 of
     the $750,000.  And, the holders of the Debentures converted $205,000 of the
     borrowings  into  1,363,511  shares  of the  Company's  common  stock.  The
     remaining $195,000 is recorded as a current liability at December 31, 1998.
     In 1999, the Company converted the remaining $195,000 into 1,223,787 shares
     of the Company's common stock.


                                        7
<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(9)  LEASES

     The Company  leases  certain  office space,  furniture and equipment  under
     operating  leases.  Future  minimum  lease  payments  under  noncancellable
     operating leases at December 31, 1999 are as follows:

                 Year
                 ----
                 2000                      $73,633
                 2001                       19,168
                                            ------
                     Total                 $92,801
                                            ======

(10)  INDUSTRY  SEGMENTS

     The Company  operated in two industries  (health care and internet  service
     providers) and two geographical locations (Texas and Louisiana) during 1999
     and 1998.  Professional  Management  Providers,  Inc.  provided health care
     services in the state of Louisiana (see note 12), and Unique Dawning,  Inc.
     provided health care services in the state of Texas (see note 12). Networks
     On-Line,  Inc. is an Internet service provider (ISP) in Texas.  Segment and
     geographical  information for the years ended December 31, 1999 and 1998 is
     as follows:

                                          1999                   1998
                                       ----------             -----------
     Net  revenues:
         Health care - Louisiana       $7,198,930             $7,253,787
         Health care - Texas            1,662,122                790,602
         ISP - Texas                      591,029                751,558
                                       ----------             -----------
                                       $9,452,081             $8,795,947
                                       ==========             ===========

     Operating  income  (loss):
         Health care - Louisiana         $775,039               $992,443
         Health care - Texas              122,885                 57,557
         ISP - Texas                      (29,765)               (54,621)
         Corporate expenses            (1,221,083)              (251,687)
                                       ----------             -----------
                                        $(352,924)              $743,692
                                       ==========             ===========

     Identifiable  assets:
         Health care - Louisiana         $292,103             $5,221,722
         Health care - Texas                    -                780,408
         ISP - Texas                      630,916                644,874
         Corporate                         25,052                161,562
                                       ----------             -----------
                                         $948,071              $6,808,566
                                       ==========             ===========


                                        8
<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Corporate expenses for the year  ended  December 31, 1999 are summarized as
     follows:

     Settled  and  pending  litigation              $400,000
     Investor  relations                             373,702
     Contractual  services                           112,727
     Bad  debt  expenses                              86,000
     Legal  fees                                      71,198
     Accounting  and  audit  fees                     47,696
     Salaries  and  payroll  taxes                    38,131
     Other  administrative  expenses                  91,629
                                                 -----------
     Total                                        $1,221,083
                                                 ===========

(11) LITIGATION

     The Company  has  certain  pending  and  threatened  litigation  and claims
     incurred  in  the  ordinary  course  of  business   (primarily  related  to
     acquisitions  and  disposition  of  subsidiaries  and  related   employment
     agreements).  Management  has not  determined  whether or not the  probable
     resolution of such contingencies  will have any additional  material affect
     on the  financial  position of the  Company or the  results of  operations.
     Included in long-term  debt is $251,100 of  liabilities  related to settled
     litigation.  In  addition,  approximately  $150,000 is included in accounts
     payable and accrued expenses for pending litigation.

(12) DISPOSAL  OF  HEALTH  CARE  FACILITIES

     During  1999,  a number of the  facilities  (6) in  Louisiana  owned by the
     Company's  subsidiary,   Professional   Management  Providers,   Inc.  were
     operating  under  Chapter 11 of the U.S.  Bankruptcy  Code.  As a result of
     several disputes and lawsuits with former management of the subsidiary, the
     Trustee in bankruptcy  closed the six subsidiary  corporations of Home Care
     Center,  Inc. in July 1999.  Thereafter,  the Company  closed  three of the
     remaining four facilities in Louisiana,  and  transferred  ownership of the
     remaining one to the parent company.  The one remaining  facility was still
     in operation at December 31, 1999.

     In addition,  the Company made several acquisitions during 1999 through its
     Unique  Dawning,  Inc.  subsidiary  without  board  approval  or  corporate
     involvement.  These facilities proved unmanageable, and as a result, Unique
     Dawning,  Inc. was placed in Chapter 11 of the Bankruptcy Code in September
     1999. Subsequently,  the Trustee transferred the filing to Chapter 7, which
     provides for liquidation.


                                        9
<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     As a result of these events,  the Company  recognized losses on the closing
     and disposal of the twelve facilities (nine under  Professional  Management
     Providers,  Inc. and three under Unique Dawning,  Inc.). The losses were as
     follows:

         Professional  Management  Providers,  Inc.       $2,088,367
         Unique  Dawning,  Inc.                              639,273
                                                          ----------
                                                          $2,727,640
                                                          ==========

     The loss has been reflected in the  accompanying  statement of income as an
     extraordinary item. No income tax credit has been provided against the loss
     due to the unavailability of recoverable taxes in prior periods.

(13) OPERATIONAL  STATUS

     The current company is the survivor of a reverse merger,  which occurred in
     1997  and  has  expanded  since  then  through  both  internal  growth  and
     acquisitions.  During this growth period, the Company reported  significant
     revenues in 1998 and 1999;  however,  the revenues  reported for both years
     represented  approximately one-half of a year's operations.  This situation
     was due to  significant  acquisitions  occurring  in mid-year  1998 and the
     disposition  (note 12) of a majority of those  businesses in mid-year 1999.
     The  management  of the  acquisition  process and the  management  of those
     subsequent  operations exposed the Company to significant legal liabilities
     (note 11).

     At December  31,  1999,  current  liabilities  exceeded  current  assets by
     $733,063.  At December 31, 1999, the Company  primarily had two operational
     subsidiaries:  one health  care  subsidiary  located in  Louisiana  and one
     Internet Service  Provider  located in Houston,  Texas. The net income from
     these  operations is not sufficient to support  corporate  expenses and pay
     current liabilities.

     In view of these  matters,  realization of a major portion of the assets in
     the  accompanying  consolidated  balance sheet is dependent  upon continued
     operations of the Company,  the success of a secondary placement and future
     acquisitions  and operations.  Management  believes that actions  presently
     being  taken to obtain  additional  equity  financing  through a  secondary
     offering and  acquisitions  and increasing  sales in the technology  sector
     will provide the opportunity to continue as a going concern.


                                       10
<PAGE>
               COMTECH CONSOLIDATION GROUP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(14) SUBSEQUENT  EVENT

     During  February  and March 2000,  the Company  raised  $200,000  through a
     private  placement.  The Company agreed to sell 2,000 shares of its Class E
     preferred  stock at $100 per  share.  Each  share of the Class E  preferred
     stock,  has an annual  cumulative  dividend  equal to 8%, with a term of 12
     months, and is convertible into 650 shares of the Company's common stock.

(15) YEAR  2000  ISSUE

     The Year 2000 issue is the result of computer  programs being written using
     two digits rather than four to define a specific  year.  Absent  corrective
     actions, a computer program that has date-sensitive  software may recognize
     a date using "00" as the year 1900  rather  than the year 2000.  This could
     result in system failures or miscalculations causing disruptions to various
     activities and operations.

     The Company  primarily  uses licensed  software  products in its operations
     with a significant  portion of processes and  transactions  centralized  in
     several  particular  accounting  software  packages.  The  Company  has not
     experienced any year 2000 problems to date;  however,  the Company plans to
     continue to monitor the situation closely.


                                       11
<PAGE>
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS



DATE:          MAY  12,  2000

TIME:          1:00  P.M.

PLACE:         1902  MECHANIC  STREET
               GALVESTON,  TEXAS  77550


MATTERS  TO  BE  VOTED  ON:

   1.  Election  of  five  directors.

   2.  Approval  of  an  Increase  in  authorized  shares.

   3.  Approval  of  our  2000  Employee  Stock  Option  Plan.

   4.  Ratification  of  the  appointment  of  R.E.  Bassie  &  Co., P.C. as our
       independent  auditors  for  2000.

   5.  Any  other  matters  properly  brought  before  the  shareholders  at the
       meeting.


                                         By orders of the Board of Directors,


                                         Dr. Beatrice Beasley
April  17,  2000                         Secretary


                                        1
<PAGE>
                                 PROXY STATEMENT


Your  vote at the annual meeting is important to us.  Please vote your shares of
common stock by completing the enclosed proxy card and returning it to us in the
enclosed  envelope.  This  proxy  statement  has  information  about  the annual
meeting and was prepared by the Company's management for the board of directors.
This  proxy  statement  was  first mailed to shareholders on April 17, 2000.  In
order  to avoid the unnecessary expense of further solicitations, we urge you to
indicate  your  voting instructions on the enclosed proxy card.  Even though you
plan  on attending the meeting, we urge you to fill out the proxy card.  You may
vote in person and cancel your instructions on the proxy card when you arrive at
the  meeting.



   ---------------------------------------------------------------------------
   |                                 TABLE OF CONTENTS                       |
   |                                                                         |
   |                                                                    PAGE |
   |                                                                    ---- |
   |                                                                         |
   | General Information  about  voting                                    2 |
   | Proposal No. 1: Election of Directors                                 5 |
   | Proposal No. 2: Increase in authorized shares                        10 |
   | Proposal No. 3: Approval of Employee Stock Option Plan               12 |
   | Proposal No. 4: Appointment of Independent Accountants               14 |
   ---------------------------------------------------------------------------


                                        2
<PAGE>
GENERAL  INFORMATION  ABOUT  VOTING


WHO  CAN  VOTE?

You  can vote your shares of common stock if our records show that you owned the
shares  on  March  9,  2000.  A total of 22, 327, 072 shares of common stock can
vote  at  the  annual meeting.  You get one vote for each share of common stock,
unless cumulative voting is in effect.  Cumulative voting is described on page 5
hereof.  The  enclosed  proxy  card  shows  the  number  of shares you can vote.

HOW  DO  I  VOTE  BY  PROXY?

Follow  the  instructions on the enclosed proxy card to vote on each proposal to
be  considered  at the annual meeting.  Sign and date the proxy card and mail it
back  to  us in the enclosed envelope.  The proxyholders named on the proxy card
will  vote  your  shares as you instruct.  If you sign and return the proxy card
but  do  not  vote  on  a  proposal,  the proxyholders will vote for you on that
proposal.  Unless you instruct otherwise, the proxyholders will vote for each of
the  other  proposals  to  be  considered  at  the  meeting.

WHAT  IF  OTHER  MATTERS  COME  UP  AT  THE  ANNUAL  MEETING?

The  matters described in this proxy statement are the only matters we know will
be  voted  on at the annual meeting.  If other matters are properly presented at
the  meeting,  the  proxyholders  will  vote  your  shares  as  they  see  fit.

CAN  I  CHANGE  MY  VOTE  AFTER  I  RETURN  MY  PROXY  CARD?

Yes.  At any time before the vote on a proposal, you can change your vote either
by  giving  the Company's secretary a written notice revoking your proxy card or
by  signing,  dating,  and  returning to us a new proxy card.  We will honor the
proxy  card  with  the  latest  date.

CAN  I  VOTE IN PERSON AT THE ANNUAL MEETING RATHER THAN BY COMPLETING THE PROXY
CARD?

We  encourage you to complete and return the proxy card to ensure that your vote
is  counted  and  you  may  also  attend  the meeting.  If you attend the annual
meeting,  you  may vote your shares in person and cancel the proxy instructions.

WHAT  DO  I  DO  IF  MY  SHARES  ARE  HELD  IN  "STREET  NAME"?

If  your  shares  are held in the name of your broker, a bank, or other nominee,
that  party  should  give  you  instructions  for  voting  your  shares.


                                        3
<PAGE>
HOW  ARE  VOTES  COUNTED?

We will hold the annual meeting if holders of a majority of the shares of common
stock  entitled  to  vote either sign and return their proxy cards or attend the
meeting.  If you sign and return your proxy card, your shares will be counted to
determine whether we have a quorum even if you abstain or fail to vote on any of
the  proposals  listed  on  the  proxy  card.

If  your  shares  are  held  in  the  name of a nominee, and you do not tell the
nominee  by  May 11, 2000 how to vote your shares (so-called "broker nonvotes"),
the  nominee  can  vote  them  as  it sees fit only on matters that the National
Association  of  Securities  Dealers  Automated  Quotation  System  (NASDAQ")
determines  to  be routine, and not on any other proposal.  Broker nonvotes will
be counted as present to determine if a quorum exists but will not be counted as
present  and  entitled  to  vote  on  any  nonroutine  proposal.

WHO  PAYS  FOR  THIS  PROXY  SOLICITATION?

We  do.  In  addition  to sending you these materials, some or our employees may
contact  you by telephone, by mail, or in person.  None of theses employees will
receive  any  extra  compensation  for  doing this. We have retained ADP-Process
Control,  51  Mercedes  Way, Edgewood, NY 11717, to assist us in soliciting your
proxy  for  a  fee  of  approximately  $10,000  plus  reasonable  out-of-pocket
expenses.


                                 STOCK OWNERSHIP

The  Annual  Report  on  Form  10-K for the Company (the "Form 10-K") includes a
table  showing  the  number of shares of common stock beneficially owned  (as of
December  31,  1999)  by  :

-    each person who we know beneficially owns more than 5% of the common stock;

-    each  director;

-    each  executive  officer named in the Summary Compensation Table on page 8;
     and

-    the  directors  and  executive  officers  as  a  group.


The  Form 10-K also includes a table of each beneficial Owner in the Company who
owns  at  least  1%  of  the  Company's  voting  securities.


                                        4
<PAGE>
                                 PROPOSAL NO. 1
                              ELECTION OF DIRECTORS

     An  entire  board  of  directors,  consisting  of five (5) members, will be
elected  at  the  annual  meeting.  The directors elected will hold office until
their  successors  are  elected,  which should occur at the next annual meeting.

     VOTE REQUIRED.  The five (5) nominees receiving the highest number of votes
will be elected.  Votes withheld for a nominee will not be counted.  You get one
vote  for  each  of  your shares of common stock, unless cumulative voting is in
effect.  For  cumulative  voting  to be in effect, at least one shareholder must
notify  the Chair of the annual meeting, before the vote on directors, of his or
her  intent  to  cumulate  votes.  If this notice is given, all shareholders may
cumulative votes.  If cumulative voting is in effect,  you will be entitled to a
number of votes in the election of directors equal to five (5) (the total number
of  directors to be elected) multiplied by the number of shares you are entitled
to vote.  For example, if you have 100 shares, you have 500 votes.  You can give
all your votes to one nominee or distribute your votes among as many nominees as
you  want.  Proxyholders  can  cumulate  the shares they are entitled to vote as
they  see  fit.

     NOMINATIONS.  At  the annual meeting, we will nominate the persons named in
this proxy statement as directors.  Although we don't know of any reason why one
of  these  nominees  might  not  be  able  to serve, the board of directors will
propose  a  substitute  nominee  if  any  nominee is not available for election.
Shareholders also can nominate persons to be directors.  If you want to nominate
a  person,  you  must  follow  the procedures in the Company's bylaws.  You must
deliver a notice to the Company's secretary at the Company's principal executive
offices  between  April 17, 2000 and May 10, 2000.  That notice must contain the
information required by the bylaws about you and your nominees.  Unless you have
complied  with  these bylaws provision, your nominee won't be accepted and can't
be  voted  on  by  the  shareholders.

     GENERAL  INFORMATION ABOUT THE NOMINEES.  All of the nominees are currently
directors  of  the Company.  Each has agreed to be named in this proxy statement
and  to serve as a director if elected.  The ages listed for the nominees are as
of  April  1,  2000.

WALTER  DAVIS                  Director  since  December  1999

          Walter  Davis,  48,  has  been  chairman  of  the  board and the chief
executive  officer/president  of  CCGI  since  1/20/00.  He  served as the chief
financial officer from 9/1/99-1/20/00.  He also serves as trustee on the Houston
Municipal  Pension  Board.

VINCENT  EDWARD  ALEXANDER     Director  since  December  1999

          Vincent  Edward  Alexander,  38,  serves  as director and chair of the
audit  committee.  He  was  elected  to  the  board in 12/99.  He is a financial
officer  of  the  Infinity  Brokerage  Corporation.  He  is also a member of the
greater  Houston  partnership.


                                        5
<PAGE>
DR.  BEATRICE  BEASLEY         Director  since  January  2000

          Dr.  Beatrice Beasley, 55 has been a member of the board since 1/20/00
and  the  chair  of  the  compensation committee.  She is a tenured professor at
Texas  Southern  University and is president of Beasley & Associates, a business
training  and  consulting  firm.  Dr.  Beasley  also  serves on the board of the
Harris  County  Children's  Protective  Services  Agency.

LAMONT  WADDELL                Director  since  January  2000

          Lamont  Waddell,  57  is  a  director and has been the Chief Financial
Officer  since  1/20/00.  He formerly served as comptroller of CCGI and prior to
that he was the Vice President of Finance/Human Resource/Comptroller of the Faro
Pharmaceutical  Corp.

JESSE  FUNCHESS,  J.D.         Director  since  January  2000

          Attorney  Jesse  Funchess, 69 was elected to the board in 2/00.  He is
managing  partner of Jesse Funchess & Associates Attorneys at Law in Houston and
Beaumont  Texas.  Attorney  Funchess  is  also  the Chairman of the board of the
South  Central  Houston  Community  Action  Council,  Inc.

     COMMITTEES  OF  THE  BOARD.  The  board  of  directors  has  two  principal
committees.  The  following  chart describes the function and membership of each
committee  and  the  number  of  times  it  met  in  1999:

                           AUDIT COMMITTEE - 1 MEETING

FUNCTION                                            MEMBERS
--------                                            -------

-    Review internal financial information      Vincent Edward Alexander (Chair)
-    Review  audit  program                     Dr.  Beatrice  Beasley
-    Review  the  results  of  audits with      Attorney  Jesse  Funchess
      the  independent  auditors
-    Oversee  quarterly  reporting

                       COMPENSATION COMMITTEE - 0 MEETINGS

FUNCTION                                                MEMBERS
--------                                                -------
-    Review  and approve compensation              Dr. Beatrice Beasley (Chair)
     and  benefit  programs                        Vincent  Edward  Alexander
-    Approve compensation of senior executives     Attorney Jesse Funchess
-    Administer  Stock  Option  Plan

     The board of directors had four meetings during 1999.  Of the current board
members,  only  Walter  Davis  and Vincent Edward Alexander were on the board in
1999  and  they  attended  one meeting of the board and one meeting of the audit
committee.


                                        6
<PAGE>
                             EXECUTIVE COMPENSATION

The  following  report  and  the  performance  graph on page 9 do not constitute
soliciting  materials  and are not considered filed or incorporated by reference
into any other Company filing under the Securities Act of 1933 or the Securities
Exchange  Act  of  1934,  unless  we  state  otherwise.




                      REPORT OF THE COMPENSATION COMMITTEE

                  GENERAL PHILOSOPHY ON EXECUTIVE COMPENSATION

The  Committee's  goal  is  to:
-    provide  compensation  competitive  with  other  similar  companies;
-    reward  executives  consistent  with  the  performance  of  the  Company;
-    recognize  individual  performance;
-    retain  and  attract  qualified  executives;  and
-    encourage  executives  to  increase  shareholder  value.
To achieve these goals, the Committee has put in place an executive-compensation
program  with  three  basis elements:  base salary, annual cash bonus, and stock
options.

BASE SALARY.  The Committee determines the base salary of each executive officer
other  than the CEO.  The Committee considers competitive industry salaries, the
nature of the officer's position, the officer's contribution and experience, and
the  officer's  length  of  service.

ANNUAL  CASH  BONUS.   Before  the  beginning  of  each year, the Committee sets
specific annual performance targets for each executive officer.  The performance
targets  are  tailored  to  the  officer's  position.  They  can be based on net
income,  return  on  equity,  customer  satisfaction,  and  other  factors.  The
Committee  sets  each  annual bonus based on the officer's success in meeting or
exceeding  the  performance  targets.

STOCK  OPTIONS.  If  proposal No. 3 is adopted, the Committee will grant options
to an executive officer when the officer is hired, when the officer is promoted,
and  during  the  officer's  existing  employment.  The Committee determines the
number  of  options  to be granted to an officer based on the officer's level of
responsibility.  Options  vest  over a four-year period.  The Committee believes
that  the  use  of  stock  options  ties  a  significant portion of an officer's
compensation to increases in the price of the Company's stock realized by all of
the  Company's  shareholders.


                                        7
<PAGE>
                          INTERNAL REVENUE CODE LIMITS

Section  162(a) of the Internal Revenue Code disallows a tax deduction to public
corporations  for  compensation  over $1,000,000 paid for any fiscal year to the
corporation's  chief  executive  officer or to any of the four other most highly
compensated  executive  officers.  The  statute  exempts  qualifying
performance-based  compensation from the deduction limit if certain requirements
are  met.  The  Committee  currently  intends  to  structure  its
executive-compensation  packages  to  meet  these  requirements.


           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None  of  the Compensation Committee members is or has been a Company officer or
employee.  No  Company  executive  officer  currently serves on the Compensation
Committee  or  any  similar  committee  of  another  public  company.


                                        8
<PAGE>
<TABLE>
<CAPTION>
                            SUMMARY COMPENSATION TABLE
                                      (1999)


      Name and                        Annual           Long-Term
Principal Position       Year    Compensation    Compensation Awards
-----------------------  ----  ----------------  -------------------

                                SEE SEC FORM 10-K
NUMBER OF STOCK
                                SALARY   BONUS        OPTIONS GRANTED
                                ------   -----        ---------------
<S>                      <C>    <C>      <C>

RICK BELHMAN             1999  $
Chief Executive Officer

WINFRED FIELDS           1999  $
Chief Executive Officer

JOEL FLOWERS             1999  $
Chief Financial Officer

WALTER DAVIS
Chief Financial Officer  1999  $
</TABLE>


<TABLE>
<CAPTION>


                           SUMMARY COMPENSATION TABLE
                                    (2000)(1)

         Name and                           Annual             Long-Term
Principal Position          Year       Compensation       Compensation Awards
------------------          ----       ------------       -------------------

                                                          NUMBER OF STOCK
                                      SALARY     BONUS    OPTIONS GRANTED
                                     --------  --------  ----------------
<S>                         <C>      <C>       <C>       <C>
WALTER DAVIS                2000     $120,000   $48,000         0
Chief Executive Officer

LAMONT WADDELL
Chief Financial Officer     2000      $95,000   $20,000         0
<FN>
-------------------------
1.     Annualized compensation amounts projected for the year 2000.  The current
officers  of  the  Company  were  not  officers  in  1999.
</TABLE>


                                        9
<PAGE>
                           OPTIONS GRANTED IN 1999 (1)

                              PERCENT OF
                              TOTAL
                NUMBER OF     OPTIONS
                SECURITIES    GRANTED TO
                UNDERLYING    ALL          EXERCISE                 GRANT DATE
                OPTIONS       EMPLOYEES    PRICE        EXPIRATION  PRESENT
NAME            GRANTED       1999         (PER SHARE)  DATE        VALUE
----            ----------    ----         -----------  ----------  ----------

Rick Belhman      0             0              __          __      0
Winfred Fields    0             0              __          __      0
Joel Flowers      0             0              __          __      0
Walter Davis      0             0              __          __      0


<TABLE>
<CAPTION>
                    OPTION EXERCISES AND YEAR-END VALUE TABLE

                                               NUMBER
                                               SECURITIES                     VALUE  OF
                   NUMBER OF                   UNDERLYING                     UNEXERCISED
                   SHARES                      UNEXERCISED                    IN-THE-MONEY
                   ACQUIRED      VALUE         OPTIONS  AT                    OPTION  AS  OF
NAME               ON EXERCISE   REALIZED      DECEMBER 31, 1999              DECEMBER 31, 1999
----               -----------   --------      -------------------            -------------------
                                               EXERCISABLE  UNEXERCISABLE     EXERCISABLE  UNEXERCISABLE
                                               -----------  -------------     -----------  -------------
<S>                <C>           <C>           <C>          <C>               <C>          <C>
Rick Belhman          0           __              __          __                __          __
Winfred Fields        0           __              __          __                __          __
Joel Flowers          0           __              __          __                __          __
Walter Davis          0           __              __          __                __          __
<FN>
_______________________________
1.     The  Company  did  not  have  an  option  plan  in  1999.
</TABLE>

            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING REQUIREMENT

Our  directors  and executive officers must file reports with the Securities and
Exchange  Commission  indicating  the  number  of shares of the Company's common
stock  they  beneficially  own  and  any  changes in their beneficial ownership.
Copies  of  these  reports must be provided to us.  Based on our review of these
reports  and  written representations from the persons required to file them, we
believe  each  of  our  directors  and executive officers filed all the required
reports  during  1999.


                                       10
<PAGE>
                                 PROPOSAL NO. 2
                          INCREASE IN AUTHORIZED SHARES


          At  the  annual  meeting,  you  will  be  asked  to vote to approve an
increase  in  authorized  shares  of  the  Common  Stock,  from  30,000,000  to
100,000,000  (the  "Share  Increase").  We  recommend  that  you  vote  for  it.

          VOTE  REQUIRED.  If  a majority of the shares of common stock entitled
to  vote  at  the  meeting are voted for the Share Increase., the Share Increase
will  be  approved.

          POTENTIAL  USES  OF  SHARE  INCREASE.  An  increase  in  the amount of
authorized shares of common stock of the Company will allow the Company to issue
additional  shares of common stock to (i) raise capital though private or public
offerings  for  acquisitions,  (ii) fund its Employee Stock Option Plan or (iii)
offset  any  debt to its vendors and other creditors with issuances of shares of
common  stock.

          EFFECT  OF SHARE INCREASE.  If the Company issues  additional  shares,
such issuances  will  dilute  the current percentage ownership of all holders of
the Company's common stock.  In addition, such  issuances may dilute the current
value  per  share  of  each  outstanding  share  of  common  stock



                                 PROPOSAL NO. 3
                     APPROVAL OF EMPLOYEE STOCK OPTION PLAN

          At  the  annual  meeting,  you  will  be  asked to vote to approve the
Company's 2000  Stock  Option  Plan.  We  recommend  that  you  vote  for  it.

          VOTE  REQUIRED.  If  a majority of the shares of common stock entitled
to vote at  the  meeting  are voted for the Company's 2000 Employee Stock Option
Plan, the Plan  will  be  approved.

          SUMMARY  OF  THE  PLAN.  Here is a summary of the significant terms of
the Plan approved  by  the  Board  of  Directors  on  January  20,  2000:

     Total Number of
     Shares  Covered . . . . . .3,000,000
     Administration . . . . . . The board of directors administers the Plan.
     Eligible  Persons . . . . .Officers and other key employees of the Company.

     Exercise  Price . . . . . .Generally  the  closing  price  of the Company's
                                Common stock on the date we  grant  the  option,
                                but  could  be  lower.


                                       11
<PAGE>
     Term of Options . . . . . .Generally  10  years,  but  could  be  a shorter
                                period.

     Vesting of Options . . . . Options  will  generally  vest  over a four-year
                                period,  with  25%  of  the  options  becoming
                                exercisable  on each anniversary of the date the
                                option  was  granted.  But  we  can  alter  this
                                vesting  schedule.

     Exercise of Options. . . . The  holder  of an option can choose to pay  the
                                exercise price  of the option  in cash, with the
                                Company's common stock (valued  at  the  closing
                                price  of the common stock on the exercise date)
                                or  by  a  cashless  exercise.   In  a  cashless
                                exercise, the optionholder irrevocably instructs
                                his or her  stockbroker to sell the shares to be
                                acquired upon exercise of the option and pay the
                                exercise  price  to  the  Company.


     Transferability. . . . . . Options are not transferable except by  will  or
                                By intestate  succession.

     Acceleration of . . . . . .If  a Change in Control Event (as defined in the
     Vesting of Options         Plan)  occurs, the options will vest immediately
                                and  become  exercisable  in  full  unless  we
                                determine otherwise before  the  event.

     Term  of  Plan . . . . . . The Plan will expire on January 20, 2010, unless
                                we  terminate  it  earlier.

FEDERAL  INCOME  TAX CONSEQUENCES TO OPTION -HOLDERS.  All options granted under
the  Plan will be nonstatutory options.  An option-holder will not recognize any
taxable  income  when  the option is granted.  But when the option is exercised,
the  option-holder  will  recognize ordinary income for tax purposes measured by
the  excess of the then fair market value of the shares over the exercise price.
In  certain circumstances, where the shares are subject to a substantial risk of
forfeiture  when  acquired,  the  date  of  taxation  may be deferred unless the
option-holder  files an election with the Internal Revenue Service under Section
83(b)  of  the  Internal  Revenue  Code  within 30 days after the exercise.  The
income  recognized  by  an  option-holder who is also a Company employee will be
subject  to  tax  withholding  by  the  Company by payment of cash or out of the
current  earnings  paid to the option-holder who is also a Company employee will
be  subject  to  tax withholding by the Company by payment of cash or out of the
current  earnings  paid  to  the  option-holder.  When  shares are resold by the
option-holder,  any difference between the sale price and the exercise price, to
the  extent not recognized as ordinary income as provided above, will be treated
as  capital  gain  or  loss.  The Company will be entitled to a deduction in the
same  amount  as  the  ordinary  income  recognized  by  the  option-holder.


                                       12
<PAGE>
     This  is only a summary of the federal income tax consequences of the grant
and  exercise  of options under the Plan.  It is not a complete statement of all
tax  consequences.  In  particular, we have not discussed the income tax laws of
any  municipality,  state,  or  foreign  country  where  an  optionee  resides.


                                 PROPOSAL NO. 4

                     APPOINTMENT OF INDEPENDENT ACCOUNTANTS

     We  recommend  that  you  vote  for ratification of the appointment of R.E.
Bassie  &  Co.,  P.C.

     We  have  appointed  the  accounting firm of R.E. Bassie & Co., P.C. as our
independent  accountants  to  examine the Company's financial statements for the
year  ending  December 31, 2000.  A resolution to ratify the appointment will be
presented  at  the  annual  meeting.  A  majority of the votes cast must vote in
favor  to  ratify  the  appointment.  If  the  shareholders  do  not  ratify the
appointment,  we  will  reconsider  our  selection  of  R.E.  Bassie & Co., P.C.

     R.E.  Bassie  &  Co.,  P.C. examined the Company's financial statements for
1999.  A  representative  of  R.E. Bassie & Co., P.C. will be at the meeting and
available  to  answer  questions.


                  SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING

     If  you wanted to include a shareholder proposal in the proxy statement for
the  2000 annual meeting, it must have been delivered to the Company's secretary
at  the  Company's  executive  offices  before  March  26,  2000.

                  SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

     If  you  want  to include a shareholder proposal in the proxy statement for
the  2001annual  meeting, it must be delivered to the Company's secretary at the
Company's  executive  offices  before  January  11,  2001.


                                  OTHER MATTERS

     At  the  date  of  mailing of this proxy statement, we are not aware of any
business  to  be  presented  at  the  annual  meeting  other  than the proposals
discussed  above.  If  other  proposals are properly brought before the meeting,
any  proxies  returned  to  us  will  be  voted  as  the  proxyholders  see fit.


                                       13
<PAGE>
     You  can  obtain a copy of the Company's Annual Report on Form 10-K for the
year  ended December 31, 1999 at no charge by writing to the Company at P.O. Box
980580  Houston,  Texas  77098-0580,  attention  Shareholder  Relations.

                                          By order of the Board of Directors,



                                          Dr.  Beatrice  Beasley
                                          Secretary

April  17,  2000


                                       14
<PAGE>