Wealthy Investor Network Inc – ‘SC 13D’ on 6/16/00 re: Phoenix Resources Technologies Inc

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              5     19K 
 2: EX-99.(A)   Stock Acquisition Agreement Dated 10/29/1999           7     29K 

SC 13D   —   General Statement of Beneficial Ownership
Document Table of Contents

SC 13D
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UNITED STATES   
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

SCHEDULE 13D  

Under the Securities Exchange Act of 1934 

Phoenix Resources Technologies, Inc.  
(Name of Issuer)  

Common Stock, $0.001 par value  
------------------------------------------------------------------------------- 
(Title of Class of Securities)  

Ellen Luthy, c/o Cyclone Financing Group, Inc., 

2nd Floor, 827 West Pender Street, Vancouver, B.C. V6C 3G8  

(604) 646-5546  

(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications) 

71913203  
------------------------------------------------------------------------------- 
(CUSIP Number)  

October 29, 1999  
------------------------------------------------------------------------------- 
(Date of Event which Requires Filing of this Statement) 

CUSIP No.  71913203                                                             
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SCHEDULE 13D  
CUSIP NO.                                                                       
-----------------                                             

------------------------------------------------------------------------------  
NAMES OF REPORTING PERSONS                                          
1    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).             

Wealthy Investor Network Inc. (Benjamin Traub sole owner)           
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 
2                                                              (a) [_]        
                                                       (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3                                                                             

------------------------------------------------------------------------------  
SOURCE OF FUNDS (See Instructions)                                  
4                                                                             
PF                                                                  
------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   
TO ITEMS 2(d) or 2(e) [_]                                           
5                                                                             
------------------------------------------------------------------------------  

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CITIZENSHIP OR PLACE OF ORGANIZATION                                
6                                                                             
British Columbia, Canada                                      
------------------------------------------------------------------------------  
SOLE VOTING POWER           
7                                     
NUMBER OF            7,290,000/1/                                     

    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8                                                       
0                           
OWNED BY                                                              
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9                                     
REPORTING             7,290,000/1/                                      

    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
WITH          10                                                  
0                           
------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11                                                                              
7,290,000                                                           

------------------------------------------------------------------------------  
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   
12                                                                              
(See Instructions)                                                  
------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                  
13                                                                              
78.6%                                                               
------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON (See Instructions)                         
14                                                                              
CO                                                                  
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Item 1.  Security and Issuer                                                    

/1/ The shares of Phoenix Resources Technologies, Inc. ("PRTI") common stock    
covered by this report were purchased by the Reporting Person pursuant to the   
Stock Acquisition Agreement dated October 29, 1999 ("Stock Acquisition          
Agreement"),and described in Item 4 of this Report.  Reporting Person expressly 
disclaims beneficial ownership of any of the shares of common stock of  PRTI    
which were purchased by the other buyers as set forth in the Stock Acquisition  
Agreement (a total of 1,710,000 shares). The 1,710,000 shares represented 18.4% 
of the total outstanding shares of common stock of PRTI as of October 29, 1999. 

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    This statement relates to the Common Stock, $0.01 par value per share (the
 "Common Stock") of Phoenix Resources Technologies, Inc. whose principal
 executive offices are located at 15945 Quality Trail North, Scandia, MN
55073.                                                                

Item 2.   Identity and Background                                               

The Reporting Person is:                                                        

(a)  Wealthy Investor Network Inc. (100% owned by Benjamin Traub)     

(b)  240 - 11948 207th Street, Maple Ridge, B.C. V2X 1X7              

(c)  Company for Benjamin Traub investments                           

(d)  The Reporting Person, during the last five years, has not been   
         convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors).                                      

(e)  The Reporting Person, during the last five years, has not been a 
    party to a civil proceeding of a judicial or administrative body
of competent jurisdiction.                                  

(f)  Canadian                                                         

Item 3.   Source and Amount of Funds or Other Consideration                     

Benjamin Traub, 100% owner of Wealthy Investor Network Inc. 
          ("WIN") purchased as agent for principals and for WIN 9,000,000 common
   shares of PRTI for $300,000.00 cash. All funds were provided by
          Benjamin Traub; 7,290,000 common shares were registered in the name of
        WIN; the balance of 1,710,000 common shares were acquired by various
     other companies and individuals. Mr. Traub negotiated, funded and
    performed the required actions of the buyers with respect to the
purchase of the PRTI common stock.                          

Item 4.   Purpose of Transaction                                                

      WIN purchased the PRTI Common Stock on October 29, 1999 (acquiring
    78.6% of the outstanding shares of PRTI) for the purpose of PRTI
    locating a suitable investment and obtaining related acquisition
financing.                                                  

(a)  Not applicable                                                   

(b)  Not applicable                                                   

(c)  Not applicable                                                   

(d)  Pursuant to the Stock Acquisition Agreement, the PRTI board of   
         directors resigned on October 30th and Mr. Benjamin Traub (100% owner
      of WIN) was appointed President and director; and Robert Seitz and
   Judee Fayle were appointed new directors and Vice-President and
Secretary-Treasurer, respectively.                          

  (e)  On October 29, 1999, 9,000,000 post reverse split restricted shares
of                                                          

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common stock were issued pursuant to the terms of the Stock 
Acquisition Agreement.                                      

(f)  Not applicable                                                   

(g)  Not applicable                                                   

(h)  Not applicable                                                   

(i)  Not applicable                                                   

(j)  Not applicable                                                   

Item 5.   Interest in Securities of the Issuer                                  

   (a)  The number of shares of PRTI Common Stock purchased by the Reporting
          Person pursuant to the Stock Acquisition Agreement was 7,290,000 which
       constituted 78.6% of the PRTI Common Stock based on the PRTI shares
        issued and outstanding on October 29, 1999. The Reporting Person has
     the sole right to vote or to dispose of the shares of PRTI Common
Stock acquired pursuant to the Stock Acquisition Agreement. 

(b)  See (a) above                                                    

     (c)  Other than set forth in this Item 5, to the best of Reporting Person's
         knowledge as of June 12, the Reporting Person has transferred 300,000
         shares on April 11, 2000 for no monetary consideration (closing price
          of $13.063 on such date) and transferred 10,000 shares for no monetary
consideration (closing price of $13.00 on such date).       

   (d)  Benjamin Traub, the sole owner of the Reporting Person may be deemed
      to have the right to receive or the power to direct the receipt of
     dividends from, or the proceeds from the sale of, the PRTI Common
Stock owned by Reporting Person.                            

(e)  Not applicable                                                   

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect 
  to Securities of the Issuer Pursuant to the terms of the Stock
      Acquisition Agreement (Item 2.01) A $15,000 finder fee was paid to
Conrad Lysiak.                                              

Item 7.   Material to Be Filed as Exhibits                                      

       (a)  Stock Acquisition Agreement dated October 29, 1999 between Ben
     Traub, as agent for certain principals, and Phoenix Resources Technologies,
Inc.                                                                  

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Signature 

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

Date:          June 14, 2000                                                    

Signature:                                                                      

For Wealthy Investor Network, Inc.                

By: /s/ Benjamin E. Traub                         
---------------------------               

Benjamin E. Traub, President                      

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		6/16/00							None on these Dates
		6/14/00		5
		4/11/00		4
		10/29/99		1		4
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