content: SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
  
                                  FORM 8-K
  
              Current Report Pursuant to Section 13 or 15(d)
                Under the Securities Exchange Act of 1934
  
  
                              Date of Report
                              June 30, 1999
  
                            _________________
                       Commission File Number 1-8662
  
  
                            flightserv.com
                (formerly PROACTIVE TECHNOLOGIES, INC.)
         (Exact name of registrant as specified in its charter)
  
          Delaware                                23-2265039
      (State of Incorporation)          (IRS Employer Identification No.)
  
            3343 Peachtree Road, N.E., Suite 530
             Atlanta, Georgia                               30326
    (Address of Principal Executive Offices)             (Zip Codes)
  
    Registrant's telephone number, including area code:  404-869-2599
  
  
  _______________________________________________________________________
  
  Item 1.       Changes in Ownership
  
                Not Applicable
  
  
  Item 2.       Disposition of Assets
  
        On June 30, 1999, the Company sold several of its real estate holdings
  in three separate transactions.  The aggregate selling price for the property
  was $6,109,000, consisting of $900,000 in cash and 30-day secured notes, and
  approximately $5,209,000 of debt assumed.
  
       The Company sold all of its stock of two real estate holding subsidiaries,
  Barrier Dunes Development Corporation and Regional Developers of Albany, Inc.
  to Inland Communities, Inc., an unrelated third party.  Regional Developers
  of Thomasville, Inc., which is affiliated with a non-employee officer of a
  Company subsidiary, acquired approximately 260 acres of undeveloped land and
  certain other real estate assets. Henry Holdings of Tallahassee, Inc.,
  affiliated with a former chief executive officer of the Company, acquired
  approximately 100 developed lots and certain other real estate assets.
  
       The Company will recognize a pre-tax loss of approximately $1,100,000 on
  the transactions for the quarter ended June 30, 1999.  In addition, the
  Company plans to close its Tallahassee office.
  
  
  
  Item 3.       Bankruptcy or Receivership
  
                Not Applicable
  
  Item 4.       Changes in Registrant's Certifying Accountant
  
                Not Applicable
  
  Item 5.       Other Events
  
                Not Applicable
  
  Item 6.       Resignations of Registrant's Directors
  
                Not Applicable
  
  Item 7.       Financial Statements and Exhibits
  
                (a)    Financial Statements.
  
                Not Applicable
  
  
                (b)    Unaudited Pro Forma Condensed Consolidated Financial
  Information.
  
                Set forth below are the following unaudited pro forma condensed
  consolidated financial statements:
  
                     1.     Introduction to Condensed Consolidated Pro Forma
  Financial Statements.
  
                     2.     Pro Forma Condensed Consolidated Statements of
  Operations for the Year Ended June 30, 1998 and the Three Months Ended
  March 31, 1999.
  
                     3.     Pro Forma Condensed Consolidated Balance Sheet
  as of March 31, 1998.
  
               Unaudited Pro Forma Condensed Consolidated
                        Financial Information
  
  Introductory Note:   The following unaudited pro forma condensed balance
  sheet and statements of operations reflect the financial position at March
  31, 1999 and results of operations for the year ended June 30, 1998 and
  the three months ended March 31, 1999 of flightserv.com f/k/a Proactive
  Technologies, Inc. (the "Registrant" or the "Company") as if the disposition
  of the assets on June 30, 1999 had occurred on March 31, 1999 for balance
  sheet purposes and March 31, 1999 and July 1, 1998 for statement of
  operations purposes.
  
  The unaudited pro forma condensed consolidated balance sheet and statements
  of operations do not purport to represent the Registrant's financial
  position or results of operations had the transactions actually occurred on
  March 31, 1999 or July 1, 1998, respectively, or to project the Registrant's
  consolidated results of operations for any future periods.
  
  The pro forma adjustments are based upon available information.  These
  adjustments are directly attributable to the transactions referred to above,
  and are expected to have a continuing impact on the Registrant's business,
  results of operations and financial position.  The following unaudited pro
  forma condensed consolidated financial statements should be read in
  conjunction with the historical financial statements of the Registrant,
  which are included in its Form 10-KSB for the year ended June 30, 1998 and
  its Form 10-QSB for the three months ended March 31, 1999.
  
  <TABLE>
  
                             flightserv.com
            Pro Forma Condensed Consolidated Statement of Operations
                        Year Ended June 30, 1998
                               (Unaudited)
                               (In 000's)
  
  
  
                                             Pro Forma     Pro Forma
                        As Reported         Adjustments     Amounts
                      ----------------    --------------  -------------
  <S>                       <C>               <C>              <C>
  Net sales      (A)    $ 15,134	      $  6,109     $     21,243
  Cost of sales  (B)      11,888               6,709           18,597
                      -------------       -------------    ------------
  
  Gross profit             3,246               ( 600)           2,646
  
  Selling, general and
   administrative exp.   ( 2,787)                  0          ( 2,787)
  Interest expense       ( 1,270)                  0          ( 1,270)
  Other expense, net     (   171)                  0          (   171)
                       -------------     ---------------  -------------
  Loss before income
  taxes and discontinued
  operations                (982)              ( 600)         ( 1,582)
  Income tax benefit         332                   0              332
                       -------------     ---------------  -------------
  Net loss before
  discontinued operations   (650)             (  600)         ( 1,250)
  
  Loss from discontinued
    operations              (230)                  0           (  230)
                       --------------    ---------------  -------------
  Net loss              $   (880)         $   (  600)      $  ( 1,480)
                       ==============    ===============  =============
  
  Loss per share before
  discontinued operations $(  0.04)                          $ ( 0.08)
  Discontinued operations  (  0.01)                            ( 0.01)
                       --------------                      ------------
  Loss per share          $(  0.05)                          $ ( 0.09)
                       ==============                      ============
  Weighted average shares
    outstanding            16,846                              16,846
                       ==============                      ============
  </TABLE>
  
  (A)  Reflect sale of properties
  
  (B)  Reflect cost of properties sold and closing costs
  
  
  <TABLE>
  
                                 flightserv.com
                Pro Forma Condensed Consolidated Statement of Operations
                      Three Months Ended March 31, 1999
                                 (Unaudited)
                                 (In 000's)
  
                                          Pro Forma         Pro Forma
                    As Reported          Adjustments         Amounts
                   ---------------      -------------     -------------
  <S>                       <C>                 <C>               <C>
  
   Net sales    (A)    $      6,006      $     6,109        $    12,115
   Cost of sales (B)          6,336            7,029             13,365
   Selling, general and
    administrative exp.       2,912                0              2,912
                      --------------     -------------     --------------
   Loss from operations      (3,242)            (920)            (4,162)
   Interest expense            (625)               0               (625)
   Other income, net            931                0                931
                      --------------     -------------     --------------
   Loss before
    income taxes             (2,936)            (920)            (3,856)
   Income tax benefit           298                0                298
                      --------------     -------------     --------------
   Net loss             $   ( 2,638)       $    (920)       $    (3,558)
                      ==============     =============     ==============
  
   Loss per share       $     (0.12)                        $     (0.17)
                      ==============                       ==============
  
   Weighted average shares
     outstanding          21,395                                21,395
                      ==============                       ==============
  </TABLE>
  
  (A)  Reflect sale of properties
  
  (B)  Reflect cost of properties sold and closing costs
  
  
  <TABLE>
  
                               flightserv.com
                 Pro Forma Condensed Consolidated Balance Sheet
                               March 31, 1999
                                 (Unaudited)
                                  (In 000's)
  
  
                                             Pro Forma        Pro Forma
                       As Reported           Adjustments       Amounts
                       --------------      --------------   -------------
  
  ASSETS:
  <S>                       <C>                 <C>              <C>
  Real estate
    inventories  (A)       $ 13,491            $ (6,829)       $  6,662
  Cash and equivalents (B)      819                 200           1,019
  Property and equipt, net      788                   0             788
  Investment in Killearn        594                   0             594
  Other investments           2,942                   0           2,942
  Other assets                1,202                   0           1,202
  Notes receivable               67                 500             567
                        ------------        -------------     -----------
  Total assets             $ 19,903            $ (6,129)       $ 13,774
                        ============        =============     ===========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY:
  <S>                         <C>                 <C>               <C>
  Notes payable (C)        $  9,886            $ (5,209)       $  4,677
  Accounts payable and
    accrued expenses          1,137                   0           1,137
  Income taxes payable        1,237                   0           1,237
  Deferred revenue              109                   0             109
  Customer deposits              28                   0              28
                        -------------       --------------    -----------
  Total liabilities          12,397              (5,209)          7,188
                        -------------       --------------    -----------
  
  Stockholders' Equity:
  Common Stock                  949                   0             949
  Paid in capital            15,102                   0          15,102
  Retained deficit           (6,442)               (920)         (7,362)
  Treasury stock             (2,103)                  0          (2,103)
                        --------------      --------------    ------------
  Total stockholders'
    equity                    7,506                (920)          6,586
                        --------------      --------------    ------------
  
  Total liabilities and
    stockholders'
    equity                 $ 19,903            $ (6,129)       $ 13,774
                        ==============      ==============    ============
  
  (A)  Eliminate properties
  
  (B)  Reflect net increase in cash due to sale of properties
  
  (C)  Eliminate mortgages
  
  
                (c)     Exhibits.
  
  
  
  
  Exhibit
  Number                                Description
  10.1*              Stock Purchase Agreement for Regional Developers of
                     Albany, Inc.
  10.2*              Stock Purchase Agreement for Barrier Dunes Development
                     Corporation.
  10.3*              Deposit Receipt and Contract for Sale and Purchase for
                     Tallahassee Property
  10.4*              Deposit Receipt and Contract for Sale and Purchase for
                     Thomasville Property
  
  99.1                  Press Release - 6/8/99
  
  *     In accordance with Item 601(b)(2) of Regulation S-K, the schedules
  and Exhibits to the Agreements and Contracts have been omitted.  The
  Registrant will furnish supplementally a copy of any omitted schedule to
  the Commission upon request.
  
  
  Item 8.       Change in Fiscal Year
  
                Not Applicable
  
                               SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this registration statement to be signed on
  its behalf by the undersigned, thereto duly authorized.
  
  
                                      flightserv.com
  
  
  Dated:  July 14, 1999                /s/ William L. Wortman
                                     By: _____________________________
                                     William L. Wortman, Vice President
                                     and Chief Financial Officer
  
  
  
  </TABLE>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 13277}]
metadata_filer: {"company-data": {"conformed-name": "PROACTIVE TECHNOLOGIES INC", "cik": "0000722839", "assigned-sic": "8071", "irs-number": "232265039", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08662", "film-number": "99664570"}, "business-address": {"street1": "3343 PEACHTREE ROAD N E", "street2": "SUITE 530", "city": "ATLANTA", "state": "GA", "zip": "30326", "phone": "8508940018"}, "mail-address": {"street1": "2930 WELLINGTON CIRCLE SUITE 101", "city": "TALLAHASSEE", "state": "FL", "zip": "32308"}, "former-company": [{"former-conformed-name": "KEYSTONE MEDICAL CORPORATION", "date-changed": "19920703"}, {"former-conformed-name": "KEYSTONE MEDICAL CORP INC", "date-changed": "19910103"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
  
                                  FORM 8-K
  
              Current Report Pursuant to Section 13 or 15(d)
                Under the Securities Exchange Act of 1934
  
                              Date of Report
                              June 30, 1999
  
                            _________________
                       Commission File Number 1-8662
  
                            flightserv.com
                (formerly PROACTIVE TECHNOLOGIES, INC.)
         (Exact name of registrant as specified in its charter)
  
          Delaware                                23-2265039
      (State of Incorporation)          (IRS Employer Identification No.)
  
            3343 Peachtree Road, N.E., Suite 530
             Atlanta, Georgia                               30326
    (Address of Principal Executive Offices)             (Zip Codes)
  
    Registrant's telephone number, including area code:  404-869-2599
  
  _______________________________________________________________________
  
  Item 1.       Changes in Ownership
  
                Not Applicable
  
  Item 2.       Disposition of Assets
  
        On June 30, 1999, the Company sold several of its real estate holdings
  in three separate transactions.  The aggregate selling price for the property
  was $6,109,000, consisting of $900,000 in cash and 30-day secured notes, and
  approximately $5,209,000 of debt assumed.
  
       The Company sold all of its stock of two real estate holding subsidiaries,
  Barrier Dunes Development Corporation and Regional Developers of Albany, Inc.
  to Inland Communities, Inc., an unrelated third party.  Regional Developers
  of Thomasville, Inc., which is affiliated with a non-employee officer of a
  Company subsidiary, acquired approximately 260 acres of undeveloped land and
  certain other real estate assets. Henry Holdings of Tallahassee, Inc.,
  affiliated with a former chief executive officer of the Company, acquired
  approximately 100 developed lots and certain other real estate assets.
  
       The Company will recognize a pre-tax loss of approximately $1,100,000 on
  the transactions for the quarter ended June 30, 1999.  In addition, the
  Company plans to close its Tallahassee office.
  
  Item 3.       Bankruptcy or Receivership
  
                Not Applicable
  
  Item 4.       Changes in Registrant's Certifying Accountant
  
                Not Applicable
  
  Item 5.       Other Events
  
                Not Applicable
  
  Item 6.       Resignations of Registrant's Directors
  
                Not Applicable
  
  Item 7.       Financial Statements and Exhibits
  
                (a)    Financial Statements.
  
                Not Applicable
  
                (b)    Unaudited Pro Forma Condensed Consolidated Financial
  Information.
  
                Set forth below are the following unaudited pro forma condensed
  consolidated financial statements:
  
                     1.     Introduction to Condensed Consolidated Pro Forma
  Financial Statements.
  
                     2.     Pro Forma Condensed Consolidated Statements of
  Operations for the Year Ended June 30, 1998 and the Three Months Ended
  March 31, 1999.
  
                     3.     Pro Forma Condensed Consolidated Balance Sheet
  as of March 31, 1998.
  
               Unaudited Pro Forma Condensed Consolidated
                        Financial Information
  
  Introductory Note:   The following unaudited pro forma condensed balance
  sheet and statements of operations reflect the financial position at March
  31, 1999 and results of operations for the year ended June 30, 1998 and
  the three months ended March 31, 1999 of flightserv.com f/k/a Proactive
  Technologies, Inc. (the "Registrant" or the "Company") as if the disposition
  of the assets on June 30, 1999 had occurred on March 31, 1999 for balance
  sheet purposes and March 31, 1999 and July 1, 1998 for statement of
  operations purposes.
  
  The unaudited pro forma condensed consolidated balance sheet and statements
  of operations do not purport to represent the Registrant's financial
  position or results of operations had the transactions actually occurred on
  March 31, 1999 or July 1, 1998, respectively, or to project the Registrant's
  consolidated results of operations for any future periods.
  
  The pro forma adjustments are based upon available information.  These
  adjustments are directly attributable to the transactions referred to above,
  and are expected to have a continuing impact on the Registrant's business,
  results of operations and financial position.  The following unaudited pro
  forma condensed consolidated financial statements should be read in
  conjunction with the historical financial statements of the Registrant,
  which are included in its Form 10-KSB for the year ended June 30, 1998 and
  its Form 10-QSB for the three months ended March 31, 1999.
  
                             flightserv.com
            Pro Forma Condensed Consolidated Statement of Operations
                        Year Ended June 30, 1998
                               (Unaudited)
                               (In 000's)
  
                                             Pro Forma     Pro Forma
                        As Reported         Adjustments     Amounts
                      ----------------    --------------  -------------
  Net sales      (A)    $ 15,134	      $  6,109     $     21,243
  Cost of sales  (B)      11,888               6,709           18,597
                      -------------       -------------    ------------
  
  Gross profit             3,246               ( 600)           2,646
  
  Selling, general and
   administrative exp.   ( 2,787)                  0          ( 2,787)
  Interest expense       ( 1,270)                  0          ( 1,270)
  Other expense, net     (   171)                  0          (   171)
                       -------------     ---------------  -------------
  Loss before income
  taxes and discontinued
  operations                (982)              ( 600)         ( 1,582)
  Income tax benefit         332                   0              332
                       -------------     ---------------  -------------
  Net loss before
  discontinued operations   (650)             (  600)         ( 1,250)
  
  Loss from discontinued
    operations              (230)                  0           (  230)
                       --------------    ---------------  -------------
  Net loss              $   (880)         $   (  600)      $  ( 1,480)
                       ==============    ===============  =============
  
  Loss per share before
  discontinued operations $(  0.04)                          $ ( 0.08)
  Discontinued operations  (  0.01)                            ( 0.01)
                       --------------                      ------------
  Loss per share          $(  0.05)                          $ ( 0.09)
                       ==============                      ============
  Weighted average shares
    outstanding            16,846                              16,846
                       ==============                      ============
  (A)  Reflect sale of properties
  
  (B)  Reflect cost of properties sold and closing costs
  
                                 flightserv.com
                Pro Forma Condensed Consolidated Statement of Operations
                      Three Months Ended March 31, 1999
                                 (Unaudited)
                                 (In 000's)
  
                                          Pro Forma         Pro Forma
                    As Reported          Adjustments         Amounts
                   ---------------      -------------     -------------
  Net sales    (A)    $      6,006      $     6,109        $    12,115
   Cost of sales (B)          6,336            7,029             13,365
   Selling, general and
    administrative exp.       2,912                0              2,912
                      --------------     -------------     --------------
   Loss from operations      (3,242)            (920)            (4,162)
   Interest expense            (625)               0               (625)
   Other income, net            931                0                931
                      --------------     -------------     --------------
   Loss before
    income taxes             (2,936)            (920)            (3,856)
   Income tax benefit           298                0                298
                      --------------     -------------     --------------
   Net loss             $   ( 2,638)       $    (920)       $    (3,558)
                      ==============     =============     ==============
  
   Loss per share       $     (0.12)                        $     (0.17)
                      ==============                       ==============
  
   Weighted average shares
     outstanding          21,395                                21,395
                      ==============                       ==============
  (A)  Reflect sale of properties
  
  (B)  Reflect cost of properties sold and closing costs
  
                               flightserv.com
                 Pro Forma Condensed Consolidated Balance Sheet
                               March 31, 1999
                                 (Unaudited)
                                  (In 000's)
  
                                             Pro Forma        Pro Forma
                       As Reported           Adjustments       Amounts
                       --------------      --------------   -------------
  
  ASSETS:
  Real estate
    inventories  (A)       $ 13,491            $ (6,829)       $  6,662
  Cash and equivalents (B)      819                 200           1,019
  Property and equipt, net      788                   0             788
  Investment in Killearn        594                   0             594
  Other investments           2,942                   0           2,942
  Other assets                1,202                   0           1,202
  Notes receivable               67                 500             567
                        ------------        -------------     -----------
  Total assets             $ 19,903            $ (6,129)       $ 13,774
                        ============        =============     ===========
  
  LIABILITIES AND STOCKHOLDERS' EQUITY:
  Notes payable (C)        $  9,886            $ (5,209)       $  4,677
  Accounts payable and
    accrued expenses          1,137                   0           1,137
  Income taxes payable        1,237                   0           1,237
  Deferred revenue              109                   0             109
  Customer deposits              28                   0              28
                        -------------       --------------    -----------
  Total liabilities          12,397              (5,209)          7,188
                        -------------       --------------    -----------
  
  Stockholders' Equity:
  Common Stock                  949                   0             949
  Paid in capital            15,102                   0          15,102
  Retained deficit           (6,442)               (920)         (7,362)
  Treasury stock             (2,103)                  0          (2,103)
                        --------------      --------------    ------------
  Total stockholders'
    equity                    7,506                (920)          6,586
                        --------------      --------------    ------------
  
  Total liabilities and
    stockholders'
    equity                 $ 19,903            $ (6,129)       $ 13,774
                        ==============      ==============    ============
  
  (A)  Eliminate properties
  
  (B)  Reflect net increase in cash due to sale of properties
  
  (C)  Eliminate mortgages
  
                (c)     Exhibits.
  
  Exhibit
  Number                                Description
  10.1*              Stock Purchase Agreement for Regional Developers of
                     Albany, Inc.
  10.2*              Stock Purchase Agreement for Barrier Dunes Development
                     Corporation.
  10.3*              Deposit Receipt and Contract for Sale and Purchase for
                     Tallahassee Property
  10.4*              Deposit Receipt and Contract for Sale and Purchase for
                     Thomasville Property
  
  99.1                  Press Release - 6/8/99
  
  *     In accordance with Item 601(b)(2) of Regulation S-K, the schedules
  and Exhibits to the Agreements and Contracts have been omitted.  The
  Registrant will furnish supplementally a copy of any omitted schedule to
  the Commission upon request.
  
  Item 8.       Change in Fiscal Year
  
                Not Applicable
  
                               SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this registration statement to be signed on
  its behalf by the undersigned, thereto duly authorized.
  
                                      flightserv.com
  
  Dated:  July 14, 1999                /s/ William L. Wortman
                                     By: _____________________________
                                     William L. Wortman, Vice President
                                     and Chief Financial Officer