FORM 8-K

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

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

         Date of Report (Date of earliest event reported): May 5, 1999

                            VIRTUAL ENTERPRISES INC.
             (Exact name of registrant as specified in its charter.)

                                     Nevada
                    (State of incorporation or organization)

                                   33-23430-D
                            (Commission File Number)

                                   84-1091271
                      (I.R.S. Employee Identification No.)


           4695 MacArthur Court, Suite 530, Newport Beach, California
                    (Address of principal executive offices)

                                      92660
                                   (Zip Code)

       Registrant's telephone number, including area code: (714) 475-6755

                2 Park Plaza, Suite 470, Irvine, California 92614
          (Former name or former address, if changed since last report)

                                                              [VEI\8K:MAY5MET]-3

<PAGE>

Item 1.  Changes in Control of Registrant

         N/A

Item 2.  Acquisition or Disposition of Assets

         On May 5, 1999, the Registrant entered into an Asset Purchase Agreement
and Plan Of  Reorganization  (the  ?Agreement@) with Metroplex Web Inc., a Texas
corporation  (AMetroplex@)  whereby  the  Registrant  acquired  certain  assets,
property,  business  interests  and  intellectual  rights owned by Metroplex for
securities  consisting of Ten Million  (10,000,000)  shares of the  Registrant=s
$.01 par value common stock, causing Metroplex to have voting control and become
the principal stockholder of the Registrant.

Item 3.  Bankruptcy or Receivership

         N/A

Item 4.  Changes in Registrant's Certifying Accountant

     On May 5, 1999, the auditing practice of Kang, Yu & Jun, CPA's, resigned as
the Registrant's  independent  accountant.  Kang, Yu & Jun previously  issued an
unqualified report dated September 25, 1998,  assuming the Company will continue
as going  concern,  which did not contain any adverse  opinion or  disclaimer of
opinion,  or any  qualification  as to  uncertainty,  audit scope of  accounting
principles.  There were no  disagreements  with Kang,  Yu & Jun on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or  procedure  during the period  from March 31, 1995 to the date of their
resignation.

Item 5.  Other Events

         N/A

Item 6.  Change in Registrant's Directors

Item 7.  Financial Statements and Exhibits

          (a)  Financial Statements

               Set forth on pages 5 through 8 is pro forma financial information
               required to be set forth in the Registrant's Current Report.

               -    Pro Forma Consolidated Balance Sheet (Unaudited) -
                    February 28, 1999.
               -    Pro Forma Consolidated Statement of Operations (Unaudited)
                    For the nine months ended February 28, 1999.
               -    Notes to Pro Forma Consolidated Financial Statements
                    (Unaudited).

Item 8.  Change in Registrant's Fiscal Year

                  N/A

                                                              [VEI\8K:MAY5MET]-3

                                                         2

<PAGE>

                                    SIGNATURE



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

                                        Virtual Enterprises, Inc.
                                        (Registrant)

Dated: May 21, 1999                     By:  /s/  Fred G. Luke
                                                  ------------------------------
                                                  Fred G. Luke,
                                                  Chairman of the Board
                                                  and President

                                                              [VEI\8K:MAY5MET]-3

                                                         3

<PAGE>

<TABLE>
<CAPTION>

                            VIRTUAL ENTERPRISES, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                             As of February 28, 1999
                                   (Unaudited)

                                            Virtual                                        Pro Forma              Pro Forma
                                        Enterprises, Inc.    MetroplexWeb, Inc.           Adjustments              Totals
                                     ---------------------  ---------------------   ---------------------  ----------------------
<S>                                  <C>                    <C>                     <C>                    <C>

ASSETS
Current Assets
         Cash and cash equivalents   $                   1  $              10,971   $                   0  $              10,972
         Total Current Assets        $                   1  $              10,971   $                   0  $              10,972
                                     ---------------------- ----------------------  ---------------------- ---------------------

Property and Equipment, at Cost:
         Computer Systems            $                   0  $             245,965                       0  $             245,965
         Other equipment                                 0                 29,798                       0                 29,798
         Client Lists                                    0              1,000,000                       0              1,000,000
                                     ---------------------- ----------------------  ---------------------- ---------------------
                                                                        1,275,763                       0              1,275,763
         Accumulated Depreciation
           & Amortization                                0                      0                       0                      0
                                     ---------------------- ----------------------  ---------------------- ---------------------
         Total Property &
         Equipment                   $                   0  $           1,275,763   $                   0  $           1,275,763
                                     ---------------------- ---------------------   ---------------------  ---------------------
Other Assets
         Goodwill                                        0                      0                1,071,202             1,071,202
                                     ---------------------- ----------------------  ---------------------- ---------------------
TOTAL ASSETS                         $                   1  $           1,286,734   $            1,071,202 $           2,357,937
                                     ====================== ======================  ====================== =====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
         Accounts payable - trade    $              45,382  $              35,694   $                   0  $              81,076
         Due to affiliates                          25,821                      0                       0                 25,821
         Accrued expenses                                0                  4,523                       0                   4,523
         Notes Payable Current                           0                285,000                       0                285,000
                                     ---------------------- ----------------------  ---------------------- ---------------------
         Total Current Liabilities   $              71,203  $             325,217   $                    0 $             396,420
                                     ---------------------= ---------------------=  ---------------------- ---------------------
         Notes Payable - Long Term                       0              1,200,000                        0             1,200,000
                                     ---------------------- ----------------------  ---------------------- ---------------------
         Total Liabilities           $              71,203  $            1,525,217  $                    0 $           1,596,420
                                     ---------------------- ----------------------  ---------------------- ---------------------
Stockholders' Equity:
         Preferred Stock             $                   0  $                   0   $                   0  $                   0
         Common stock                               50,694                      0                 100,000                150,694
         Additional paid-in capital                867,170                    800                (17,864)                850,106
         Accumulated deficit                      (964,221)              (239,283)                964,221               (239,283)
         Treasury Stock                           (24,845)                      0                  24,845                      0

         Total Stockholders'         $            (71,202)  $           (238,483)   $           1,071,202  $             761,517
         Equity                    ====================== ======================  ====================== =======================

TOTAL LIABILITIES &
  STOCKHOLDERS' EQUITY               $                   1  $           1,286,734   $           1,071,202  $           2,357,937
                                     ====================== ======================  ====================== =====================
</TABLE>

     See accompanying notes to pro forma consolidated financial statements.

                                                              [VEI\8K:MAY5MET]-3

                                                                  4

<PAGE>

<TABLE>
<CAPTION>

                            VIRTUAL ENTERPRISES, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                   For the Nine Months Ended February 28, 1999
                                   (Unaudited)

                                         Virtual
                                       Enterprises,          MetroplexWeb,            Pro Forma                   Pro Forma
                                            Inc.                 Inc.                Adjustments                   Totals
                                  ---------------------- ---------------------  --------------------     -------------------------
<S>                               <C>                    <C>                    <C>                      <C>

Sales                             $                    0 $             509,262  $                  0     $                 509,262
Operating Expenses
   General & Administrative       $               89,463 $             581,204  $                  0     $                 670,667
   Depreciation of Client
   Lists                                                                                     200,000                       200,000
    Amortization of Goodwill                                                                  80,340                        80,340
   Total Operating
     Expenses                     $               89,463 $             581,204  $            280,340     $                 951,007
                                  ---------------------- ---------------------  ---------------------    -------------------------
   Loss from
     operations                   $             (89,463) $            (71,942)  $           (280,340)    $                (441,745)
                                  ====================== =====================  =====================    ==========================
Pro forma  loss per share         $                (.02) $                 N/A  $                 N/A    $                    (.03)
                                  ====================== =====================  =====================    ==========================
Pro forma weighted
  average  common shares
  outstanding                                  5,069,372                   N/A             10,000,000                    15,069,372
                                  ====================== =====================  =====================    ==========================

</TABLE>

     See Accompanying Notes to Pro Forma Consolidated Financial Statements.

                                                              [VEI\8K:MAY5MET]-3

                                                                 5

<PAGE>

                            VIRTUAL ENTERPRISES, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

Note 1.            Basis of Presentation

On May 5,  1999,  Virtual  Enterprises,  Inc.  ("VEI")  acquired  the assets and
assumed certain liabilities of MetroplexWeb,  Inc., a Texas corporation ("MWI").
The  unaudited pro forma  consolidated  balance sheet as of February 28, 1999 of
VEI.  reflects  the  acquisition  of  MWI  on a pro  forma  basis  assuming  the
acquisition  occurred  February 28, 1999.  The unaudited pro forma  consolidated
statement  of  operations  for the nine months  ended  February  28, 1999 of VEI
reflects the  operations of VEI, on a pro forma basis  assuming the  acquisition
occurred June 1, 1998.

These unaudited pro forma consolidated financial statements do not purport to be
indicative  of the  results  that  actually  would  have  been  obtained  if the
companies and their  operations  had actually been combined at February 28, 1999
for balance sheet presentation or June 1, 1998 for operating purposes,  and this
presentation is not intended to be a projection of future results or trends.

Note 2.           Background and Overview of the Transaction

Prior  to the  acquisition,  VEI was an  effectively  inactive  publicly  traded
Company  with  limited  assets  and  accumulated  operating  losses.  The market
capitalization of VEI was approximately $1,000,000 based upon the average of the
bid  and  ask  price  for a  period  of  approximately  90  days  prior  to  the
acquisition.

MWI is a Internet  Web Page  designer  and  servicer  with a client base of over
6,000  companies.  MWI also has a proprietary  product called "City Malls" where
internet  users can search out sources for  products and services in there local
geographic  areas.  Currently MWI has six City Malls  operating with another two
opening within 30 days.

VEI purchased MWI through the issuance of 10,000,000 shares of common stock with
a value  estimated  to be  $3,000,000.  Such  value was based  upon the  current
average of the bid and ask of  approximately  $0.20 and an assumption  that such
average would increase approximately 50% upon consummation of the transaction.

However,  since the sellers of MWI would be acquiring a controlling  interest in
VEI,  generally  accepted  accounting   principles  ("GAAP")  require  that  the
transaction be accounted for as a reverse  merger.  Accordingly,  the historical
balance sheet of MWI will be merged with the mark to market balance sheet of VEI
resulting in a goodwill balance of $1,071,203. If VEI were the acquiring entity,
the basis in the client  lists and the City Malls  would be  presented  at their
fair value of approximately $4.2 million with no goodwill.

Note 3.                    Adjustments to Proforma Financial Statements

Acquisition of MWI

As  previously  discussed,  since the  sellers  of MWI will  control  VEI,  GAAP
requires  this  transaction  be accounted for as a reverse  merger.  The balance
adjustment  is to  record  goodwill  in the  amount  of the  estimated  marketed
capitalization  of VEI for the period  preceding  the merger  plus the  negative
stockholders'   equity.  The  adjustment  records  goodwill  in  the  amount  of
$1,071,202 offset by elimination of the additional paid in capital,  accumulated
deficit  and  treasury  stock  of VEI  with the net  difference  recorded  as an
adjustment of additional paid in capital.

                                                              [VEI\8K:MAY5MET]-3

                                                         6

<PAGE>

Statement of Operations

As MWI had limited  operations  prior to March 1, 1998,  the  attached pro forma
Consolidated Statement of Operations for the nine months ended February 28, 1999
has been presented in order to provide more meaningful disclosure to the reader.
Management  intends to amend this Form 8-K as soon as  practical  after the Form
10-KSB for the year ended May 31, 1999 is filed with the Securities and Exchange
Commission.

Depreciation and Amortization

The client list is being amortized over its estimated  useful life of 5 years on
the straight line basis.  Goodwill is being amortized on the straight line basis
over a period of 10 years.  The pro forma  Consolidated  Statement of Operations
reflects an expense for amortization for the entire nine month period.

Loss Per Share

Pro forma  loss per share is  completed  using the  weighted  average  number of
shares of the Company's common stock issued and  outstanding,  assuming that the
shares issued in the transaction were outstanding for the entire period.  Common
stock  equivalents were not considered in the loss per share  calculation as the
effect would have been anti-dilutive.

                                                              [VEI\8K:MAY5MET]-3

                                                         7
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{"company-data": {"conformed-name": "VIRTUAL ENTERPRISES INC", "cik": "0000837295", "assigned-sic": "6770", "irs-number": "841091271", "state-of-incorporation": "CO", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-23430-D", "film-number": "99632406"}, "business-address": {"street1": "4695 MACARTHUR COURT", "street2": "SUITE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "7148335362"}, "mail-address": {"street1": "4695 MACARTHUR COURT", "street2": "SUITE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": {"former-conformed-name": "TOEN GROUP INC", "date-changed": "19920703"}}
FORM 8-K

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

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

         Date of Report (Date of earliest event reported): May 5, 1999

                            VIRTUAL ENTERPRISES INC.
             (Exact name of registrant as specified in its charter.)

                                     Nevada
                    (State of incorporation or organization)

                                   33-23430-D
                            (Commission File Number)

                                   84-1091271
                      (I.R.S. Employee Identification No.)

           4695 MacArthur Court, Suite 530, Newport Beach, California
                    (Address of principal executive offices)

                                      92660
                                   (Zip Code)

       Registrant's telephone number, including area code: (714) 475-6755

                2 Park Plaza, Suite 470, Irvine, California 92614
          (Former name or former address, if changed since last report)

                                                              [VEI\8K:MAY5MET]-3
Item 1.  Changes in Control of Registrant

         N/A

Item 2.  Acquisition or Disposition of Assets

         On May 5, 1999, the Registrant entered into an Asset Purchase Agreement
and Plan Of  Reorganization  (the  ?Agreement@) with Metroplex Web Inc., a Texas
corporation  (AMetroplex@)  whereby  the  Registrant  acquired  certain  assets,
property,  business  interests  and  intellectual  rights owned by Metroplex for
securities  consisting of Ten Million  (10,000,000)  shares of the  Registrant=s
$.01 par value common stock, causing Metroplex to have voting control and become
the principal stockholder of the Registrant.

Item 3.  Bankruptcy or Receivership

         N/A

Item 4.  Changes in Registrant's Certifying Accountant

     On May 5, 1999, the auditing practice of Kang, Yu & Jun, CPA's, resigned as
the Registrant's  independent  accountant.  Kang, Yu & Jun previously  issued an
unqualified report dated September 25, 1998,  assuming the Company will continue
as going  concern,  which did not contain any adverse  opinion or  disclaimer of
opinion,  or any  qualification  as to  uncertainty,  audit scope of  accounting
principles.  There were no  disagreements  with Kang,  Yu & Jun on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or  procedure  during the period  from March 31, 1995 to the date of their
resignation.

Item 5.  Other Events

         N/A

Item 6.  Change in Registrant's Directors

Item 7.  Financial Statements and Exhibits

          (a)  Financial Statements

               Set forth on pages 5 through 8 is pro forma financial information
               required to be set forth in the Registrant's Current Report.

               -    Pro Forma Consolidated Balance Sheet (Unaudited) -
                    February 28, 1999.
               -    Pro Forma Consolidated Statement of Operations (Unaudited)
                    For the nine months ended February 28, 1999.
               -    Notes to Pro Forma Consolidated Financial Statements
                    (Unaudited).

Item 8.  Change in Registrant's Fiscal Year

                  N/A

                                                              [VEI\8K:MAY5MET]-3

                                                         2
SIGNATURE

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

                                        Virtual Enterprises, Inc.
                                        (Registrant)

Dated: May 21, 1999                     By:  /s/  Fred G. Luke
                                                  ------------------------------
                                                  Fred G. Luke,
                                                  Chairman of the Board
                                                  and President

                                                              [VEI\8K:MAY5MET]-3

                                                         3
VIRTUAL ENTERPRISES, INC.
                      PRO FORMA CONSOLIDATED BALANCE SHEET
                             As of February 28, 1999
                                   (Unaudited)

                                            Virtual                                        Pro Forma              Pro Forma
                                        Enterprises, Inc.    MetroplexWeb, Inc.           Adjustments              Totals
                                     ---------------------  ---------------------   ---------------------  ----------------------
ASSETS
Current Assets
         Cash and cash equivalents   $                   1  $              10,971   $                   0  $              10,972
         Total Current Assets        $                   1  $              10,971   $                   0  $              10,972
                                     ---------------------- ----------------------  ---------------------- ---------------------

Property and Equipment, at Cost:
         Computer Systems            $                   0  $             245,965                       0  $             245,965
         Other equipment                                 0                 29,798                       0                 29,798
         Client Lists                                    0              1,000,000                       0              1,000,000
                                     ---------------------- ----------------------  ---------------------- ---------------------
                                                                        1,275,763                       0              1,275,763
         Accumulated Depreciation
           & Amortization                                0                      0                       0                      0
                                     ---------------------- ----------------------  ---------------------- ---------------------
         Total Property &
         Equipment                   $                   0  $           1,275,763   $                   0  $           1,275,763
                                     ---------------------- ---------------------   ---------------------  ---------------------
Other Assets
         Goodwill                                        0                      0                1,071,202             1,071,202
                                     ---------------------- ----------------------  ---------------------- ---------------------
TOTAL ASSETS                         $                   1  $           1,286,734   $            1,071,202 $           2,357,937
                                     ====================== ======================  ====================== =====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
         Accounts payable - trade    $              45,382  $              35,694   $                   0  $              81,076
         Due to affiliates                          25,821                      0                       0                 25,821
         Accrued expenses                                0                  4,523                       0                   4,523
         Notes Payable Current                           0                285,000                       0                285,000
                                     ---------------------- ----------------------  ---------------------- ---------------------
         Total Current Liabilities   $              71,203  $             325,217   $                    0 $             396,420
                                     ---------------------= ---------------------=  ---------------------- ---------------------
         Notes Payable - Long Term                       0              1,200,000                        0             1,200,000
                                     ---------------------- ----------------------  ---------------------- ---------------------
         Total Liabilities           $              71,203  $            1,525,217  $                    0 $           1,596,420
                                     ---------------------- ----------------------  ---------------------- ---------------------
Stockholders' Equity:
         Preferred Stock             $                   0  $                   0   $                   0  $                   0
         Common stock                               50,694                      0                 100,000                150,694
         Additional paid-in capital                867,170                    800                (17,864)                850,106
         Accumulated deficit                      (964,221)              (239,283)                964,221               (239,283)
         Treasury Stock                           (24,845)                      0                  24,845                      0

         Total Stockholders'         $            (71,202)  $           (238,483)   $           1,071,202  $             761,517
         Equity                    ====================== ======================  ====================== =======================

TOTAL LIABILITIES &
  STOCKHOLDERS' EQUITY               $                   1  $           1,286,734   $           1,071,202  $           2,357,937
                                     ====================== ======================  ====================== =====================
See accompanying notes to pro forma consolidated financial statements.

                                                              [VEI\8K:MAY5MET]-3

                                                                  4
VIRTUAL ENTERPRISES, INC.
                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                   For the Nine Months Ended February 28, 1999
                                   (Unaudited)

                                         Virtual
                                       Enterprises,          MetroplexWeb,            Pro Forma                   Pro Forma
                                            Inc.                 Inc.                Adjustments                   Totals
                                  ---------------------- ---------------------  --------------------     -------------------------
Sales                             $                    0 $             509,262  $                  0     $                 509,262
Operating Expenses
   General & Administrative       $               89,463 $             581,204  $                  0     $                 670,667
   Depreciation of Client
   Lists                                                                                     200,000                       200,000
    Amortization of Goodwill                                                                  80,340                        80,340
   Total Operating
     Expenses                     $               89,463 $             581,204  $            280,340     $                 951,007
                                  ---------------------- ---------------------  ---------------------    -------------------------
   Loss from
     operations                   $             (89,463) $            (71,942)  $           (280,340)    $                (441,745)
                                  ====================== =====================  =====================    ==========================
Pro forma  loss per share         $                (.02) $                 N/A  $                 N/A    $                    (.03)
                                  ====================== =====================  =====================    ==========================
Pro forma weighted
  average  common shares
  outstanding                                  5,069,372                   N/A             10,000,000                    15,069,372
                                  ====================== =====================  =====================    ==========================
See Accompanying Notes to Pro Forma Consolidated Financial Statements.

                                                              [VEI\8K:MAY5MET]-3

                                                                 5
VIRTUAL ENTERPRISES, INC.
                     Notes to Pro Forma Financial Statements
                                   (Unaudited)

Note 1.            Basis of Presentation

On May 5,  1999,  Virtual  Enterprises,  Inc.  ("VEI")  acquired  the assets and
assumed certain liabilities of MetroplexWeb,  Inc., a Texas corporation ("MWI").
The  unaudited pro forma  consolidated  balance sheet as of February 28, 1999 of
VEI.  reflects  the  acquisition  of  MWI  on a pro  forma  basis  assuming  the
acquisition  occurred  February 28, 1999.  The unaudited pro forma  consolidated
statement  of  operations  for the nine months  ended  February  28, 1999 of VEI
reflects the  operations of VEI, on a pro forma basis  assuming the  acquisition
occurred June 1, 1998.

These unaudited pro forma consolidated financial statements do not purport to be
indicative  of the  results  that  actually  would  have  been  obtained  if the
companies and their  operations  had actually been combined at February 28, 1999
for balance sheet presentation or June 1, 1998 for operating purposes,  and this
presentation is not intended to be a projection of future results or trends.

Note 2.           Background and Overview of the Transaction

Prior  to the  acquisition,  VEI was an  effectively  inactive  publicly  traded
Company  with  limited  assets  and  accumulated  operating  losses.  The market
capitalization of VEI was approximately $1,000,000 based upon the average of the
bid  and  ask  price  for a  period  of  approximately  90  days  prior  to  the
acquisition.

MWI is a Internet  Web Page  designer  and  servicer  with a client base of over
6,000  companies.  MWI also has a proprietary  product called "City Malls" where
internet  users can search out sources for  products and services in there local
geographic  areas.  Currently MWI has six City Malls  operating with another two
opening within 30 days.

VEI purchased MWI through the issuance of 10,000,000 shares of common stock with
a value  estimated  to be  $3,000,000.  Such  value was based  upon the  current
average of the bid and ask of  approximately  $0.20 and an assumption  that such
average would increase approximately 50% upon consummation of the transaction.

However,  since the sellers of MWI would be acquiring a controlling  interest in
VEI,  generally  accepted  accounting   principles  ("GAAP")  require  that  the
transaction be accounted for as a reverse  merger.  Accordingly,  the historical
balance sheet of MWI will be merged with the mark to market balance sheet of VEI
resulting in a goodwill balance of $1,071,203. If VEI were the acquiring entity,
the basis in the client  lists and the City Malls  would be  presented  at their
fair value of approximately $4.2 million with no goodwill.

Note 3.                    Adjustments to Proforma Financial Statements

Acquisition of MWI

As  previously  discussed,  since the  sellers  of MWI will  control  VEI,  GAAP
requires  this  transaction  be accounted for as a reverse  merger.  The balance
adjustment  is to  record  goodwill  in the  amount  of the  estimated  marketed
capitalization  of VEI for the period  preceding  the merger  plus the  negative
stockholders'   equity.  The  adjustment  records  goodwill  in  the  amount  of
$1,071,202 offset by elimination of the additional paid in capital,  accumulated
deficit  and  treasury  stock  of VEI  with the net  difference  recorded  as an
adjustment of additional paid in capital.

                                                              [VEI\8K:MAY5MET]-3

                                                         6
Statement of Operations

As MWI had limited  operations  prior to March 1, 1998,  the  attached pro forma
Consolidated Statement of Operations for the nine months ended February 28, 1999
has been presented in order to provide more meaningful disclosure to the reader.
Management  intends to amend this Form 8-K as soon as  practical  after the Form
10-KSB for the year ended May 31, 1999 is filed with the Securities and Exchange
Commission.

Depreciation and Amortization

The client list is being amortized over its estimated  useful life of 5 years on
the straight line basis.  Goodwill is being amortized on the straight line basis
over a period of 10 years.  The pro forma  Consolidated  Statement of Operations
reflects an expense for amortization for the entire nine month period.

Loss Per Share

Pro forma  loss per share is  completed  using the  weighted  average  number of
shares of the Company's common stock issued and  outstanding,  assuming that the
shares issued in the transaction were outstanding for the entire period.  Common
stock  equivalents were not considered in the loss per share  calculation as the
effect would have been anti-dilutive.

                                                              [VEI\8K:MAY5MET]-3

                                                         7