MEDICAL DYNAMICS INC
10QSB, 1997-08-13
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(X)               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

                  OR

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

For the transition period from _________ to ___________.


COMMISSION FILE NUMBER:  0-8632
                         ------


                             MEDICAL DYNAMICS, INC.
              ---------------------------------------------------
              Exact name of Registrant as specified in its charter


Colorado                                                     84-0631765
- ------------------------------                               -----------------
State or other jurisdiction of                               I.R.S. Employer
incorporation or organization                                Identification No.


99 INVERNESS DRIVE EAST, ENGLEWOOD, CO                       80112
- --------------------------------------                       --------
Address of principal executive offices                       Zip Code

Registrant's telephone number, including area code:  303-790-2990
                                                     -------------

Former name, former address and former fiscal year, if changed
since last report:  NA

Indicate  by check  mark  whether  the  Registrant  (1) has  filed  all  annual,
quarterly and other  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  Registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

                              YES  X    NO
                                  ---      ---

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of August 11, 1997 is 7,643,233 shares, $.001 par value.


<PAGE>



     PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements.

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

ASSETS                                                 June          September
                                                     30, 1997         30, 1996
                                                   -----------      -----------

CURRENT ASSETS
    Cash and equivalents                           $ 1,028,900      $   993,200
    Certificates of deposit                             50,000           10,000
    Trade receivables, less
      allowance for doubtful
      accounts of $25,000                              129,500          181,600
    Inventories                                        406,000          264,400
    Prepaid expenses                                    24,400            9,400
                                                   -----------      -----------

        Total Current Assets                         1,638,800        1,458,600
                                                   -----------      -----------

PROPERTY AND EQUIPMENT
    Loaner equipment                                   337,700          853,800
    Machinery and equipment                            288,000          266,800
    Furniture and fixtures                             267,700          266,700
    Leasehold improvements                              54,500           54,500
                                                   -----------      -----------
                                                       947,900        1,441,800

    Less accumulated deprecia-
      tion and amortization                           (665,300)      (1,225,300)
                                                   -----------      -----------
        Property and Equipment, Net                    282,600          216,500
                                                   -----------      -----------

OTHER ASSETS
    Inventories, net of allowance
    for obsolescence of $296,900                       450,000          450,000
  Patents, patents pending and
      trademarks, net of accumulated
      amortization of $714,000
      and $681,400                                      66,400           96,700
    Other                                               11,600           14,900
                                                   -----------      -----------
        Total Other Assets                             528,000          561,600
                                                   -----------      -----------

TOTAL ASSETS                                       $ 2,449,400      $ 2,236,700
                                                   ===========      ===========






                 See Notes to Consolidated Financial Statements.

                                       -2-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                   June              September
                                                  30, 1997           30, 1996
                                                ------------       ------------

CURRENT LIABILITIES
    Accounts payable                            $    196,700       $    217,900
    Accrued expenses                                  36,100             77,500
    Warranty reserve                                  15,000             15,000
    Accrued royalties                                 90,000               --
                                                ------------       ------------

      Total Current Liabilities                      337,800            310,400
                                                ------------       ------------


STOCKHOLDERS' EQUITY
    Preferred stock, $.001
      par value; authorized
      5,000,000 shares; none
      issued and outstanding                            --                 --
    Common stock, $.001 par
      value; authorized
      15,000,000 shares;
      issued 7,643,200
      and 7,180,200 shares                             7,700              7,200
    Additional paid-in capital                    18,742,500         17,721,900
    Accumulated deficit                          (16,638,600)       (15,723,500)
                                                ------------       ------------
                                                   2,111,600          2,005,600

    Treasury stock, at cost;
     0 and 15,900 shares                                --              (79,300)
                                                ------------       ------------

      Total Stockholders' Equity                   2,111,600          1,926,300
                                                ------------       ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                            $  2,449,400       $  2,236,700
                                                ============       ============








                 See Notes to Consolidated Financial Statements.

                                       -3-

<PAGE>
<TABLE>
<CAPTION>

                                       MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (Unaudited)

                                          Quarter Ended                                  Nine Months
                                            June 30,                                    Ended June 30,
                               ----------------------------------            ----------------------------------
                                   1997                  1996                    1997                  1996
                               -----------            -----------            -----------            -----------

<S>                            <C>                    <C>                    <C>                    <C>        
Net sales                      $   225,600            $   132,700            $   713,900            $   523,500
Cost of goods sold                 210,500                155,200                582,600                530,600
                               -----------            -----------            -----------            -----------
    Gross profit                    15,100                (22,500)               131,300                 (7,100)
                               -----------            -----------            -----------            -----------

Other operating
  revenue                            5,300                 15,900                 17,600                 60,500
                               -----------            -----------            -----------            -----------

Operating expenses:
  Selling, general
    and adminis-
    trative                        250,300                217,700                807,700                709,700
  Depreciation and
    amortization                    38,800                 44,900                116,300                134,700
  Royalties                         30,000                   --                   90,600                   --
  Research and
    development                     51,700                 62,200                132,700                156,000
                               -----------            -----------            -----------            -----------
                                   370,800                324,800              1,147,300              1,000,400
                               -----------            -----------            -----------            -----------

   Operating loss                 (350,400)              (331,400)              (998,400)              (947,000)
                               -----------            -----------            -----------            -----------

Other income
  (expense):
  Other income                      37,000                   --                   41,500                   --
  Interest income                   15,500                  6,900                 42,400                 32,900
  Interest expense                    --                     --                     (600)                  --
                               -----------            -----------            -----------            -----------
                                    52,500                  6,900                 83,300                 32,900
                               -----------            -----------            -----------            -----------
Loss before
  income taxes                    (297,900)              (324,500)              (915,100)              (914,100)

Income tax benefit                    --                     --                     --                     --
                               -----------            -----------            -----------            -----------

Net loss                       $  (297,900)           $  (324,500)           $  (915,100)           $  (914,100)
                               ===========            ===========            ===========            ===========


Net loss per share             $     (0.04)           $     (0.05)           $     (0.12)           $     (0.13)
                               ===========            ===========            ===========            ===========

Weighted average
 number of shares
 outstanding                     7,637,500              6,879,500              7,534,100              6,879,500
                               ===========            ===========            ===========            ===========




                                       See Notes to Consolidated Financial Statements.

                                                               -4-
</TABLE>

<PAGE>

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                      Nine Months Ended June 30,
                                                        1997            1996
                                                      ---------       ---------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                            $(915,100)      $(914,100)
  Adjustments to reconcile net
   loss to net cash used in
   operating activities:
     Depreciation and
      amortization                                      116,300         134,700
     Fair value of common
      stock options                                      40,800            --
     Gain on sale of loaner
      equipment                                            --            (4,500)
     Change in assets and liabilities:
      (Increase) decrease in
       trade accounts receivable                         52,100         174,000
      Decrease in notes
        receivable                                         --           110,000
      Increase in accrued
       royalties payable                                 90,000            --
      (Increase) decrease in
       inventory purchases                             (304,100)         69,800
      Decrease in other assets                            3,300          23,100
      (Increase) in prepaid expenses                    (15,000)           --
      (Decrease) in accounts
       payable, accrued expenses
       and product warranty costs                       (62,600)       (121,400)
                                                      ---------       ---------

Net cash used in
 operating activities                                  (994,300)       (528,400)
                                                      ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of
   loaner equipment                                        --             4,500
  Loss on disposal of
   loaner equipment                                      41,600            --
  Change in other assets                                   --           (14,400)
  Increase in intangible assets                          (9,000)           --
  Purchase of certificate of
    deposit                                             (40,000)           --
  Purchase of equipment                                 (22,200)        (40,600)
                                                      ---------       ---------
Net cash used in
 investing activities                                   (29,600)        (50,500)
                                                      ---------       ---------



                 See Notes to Consolidated Financial Statements.

                                       -5-

<PAGE>
<TABLE>
<CAPTION>
                                  MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                            CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                               (Unaudited)


                                                                        Nine Months Ended June 30,
                                                                        --------------------------
                                                                            1997         1996
                                                                        -----------   -----------
<S>                                                                     <C>           <C>    
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common
   stock arising from exercise
   of options                                                           $ 1,059,600   $      --
                                                                        -----------   -----------

Net Increase (Decrease) in cash
  and cash equivalents                                                       35,700      (578,900)

Cash and equivalents:

  Beginning of Period                                                       993,200     1,071,700
                                                                        -----------   -----------

  End of Period                                                         $ 1,028,900   $   492,800
                                                                        ===========   ===========



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest                                                  $       600   $      --
                                                                        ===========   ===========



SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Loaner equipment transferred
  from inventory                                                        $   102,000   $    27,900
                                                                        ===========   ===========






                                    See Notes to Consolidated Financial Statements.

                                                      -6-
</TABLE>

<PAGE>



                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1. BASIS OF PRESENTATION

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted. It is suggested that these financial  statements
be read in conjunction with the Registrant's September 30, 1996 Form 10-KSB. The
results of operations  for the periods ended June 30, 1997 and June 30, 1996 are
not necessarily indicative of operating results for the full years.

     The  Consolidated  Financial  Statements  and other  information  furnished
herein  reflect all  adjustments  which are, in the opinion of management of the
Registrant,  necessary  for a fair  presentation  of the  results of the interim
periods covered by this report.  Adjustments to the financial statements were of
a normal recurring nature.

Note 2. EARNINGS PER SHARE

     For the  nine  months  ended  June 30,  1997 and  1996,  both  primary  and
fully-diluted  earnings per share are calculated based upon the weighted average
common shares  outstanding  of 7,534,100 and  6,879,500,  respectively.  For the
three  months  ended June 30,  1997 and 1996,  both  primary  and  fully-diluted
earnings per share are calculated  based upon the weighted average common shares
outstanding  of 7,637,500 and  6,879,500,  respectively.  Shares  issuable under
common stock options and warrants were excluded from the computation of earnings
per share because the effect was  anti-dilutive.  At June 30, 1997 and 1996, the
Registrant had 810,500 of vested common stock options outstanding.  Total common
stock options  outstanding  (including  both vested and unvested) were 1,420,537
and 2,172,950 at June 30, 1997 and 1996, respectively.

NOTE 3. INCOME TAXES

     Under the  provisions of the Internal  Revenue  Code,  the  Registrant  has
available  net  operating   loss  and  research  and   development   tax  credit
carryforwards of  approximately  $16,600,000 and $170,000,  respectively,  which
expire in varying amounts from 1997 through 2011.

     The net  operating  loss and  business tax credit  carryforwards  described
above give rise to a deferred tax asset of approximately $6,700,000.  This asset
is recorded  net of a  valuation  allowance  of the same  amount.  Therefore  no
amounts are reflected in the accompanying balance sheets.


                                       -7-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)



NOTE 4. INVENTORIES

     Inventories  consist of the  following at June 30, 1997 and  September  30,
1996:

                                             June 30,           September 30,
                                               1997                1996
                                            ----------           ----------
Raw materials, purchased and
  replacement parts                         $  711,700           $  444,600
Finished goods                                 383,000              479,800
Work in process                                 58,100                   --
Allowance for obsolescence                    (296,900)            (210,000)
                                             ---------            ---------
                                            $  855,900           $  714,400
                                             =========            =========


At June 30, 1997 and September 30, 1996  inventories  of $450,000 are classified
as a long term asset in the  accompanying  balance  sheets.  This  estimate  was
determined by  considering  both  historical  and projected  levels of sales for
goods  included  in  inventories.  A  substantial  portion of raw  materials  is
expected to be  utilized  for repairs of  equipment  sold over the past  several
years.  Management  believes  that it may take up to five years to fully utilize
this portion of the Company's  inventories  based upon current levels of repairs
and expected production levels of new products.


                                       -8-

<PAGE>

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

     As discussed in Note 2 to the audited financial  statements as of September
30, 1996,  (see the  Registrant's  form 10-KSB dated  September 30, 1996 and the
accompanying audited financial  statements),  the Company has suffered recurring
losses and negative cash flows from operations.  This raises  substantial  doubt
about the Company's ability to continue as a going concern.  Without significant
sales increases,  the Registrant  anticipates negative cash flow from operations
for fiscal 1997 and beyond.  The Registrant  believes that its existing  capital
resources are  sufficient for the current fiscal year, and the Registrant is not
seeking any additional debt or equity financing at this time.  However there are
810,500  vested common stock  options  outstanding  as of June 30, 1997,  and if
exercised  (of which there can be no  assurance),  these  options  would provide
varying amounts of additional working capital to the Registrant. In addition, as
described  below,  Management is pursuing the  acquisition of a dental  practice
management   software  company  with  significant   existing   revenues  and  is
contemplating further acquisitions in the dental field, although there can be no
assurances  as to the  successful  completion  of either  the  planned or future
acquisitions.  Management's  plans in regard to these matters are also described
in  Note  2 to  Form  10-KSB.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

     Except for historical  information contained herein, the statements in this
report are forward-looking  statements that are made pursuant to the safe harbor
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking  statements  involve known and unknown  risks and  uncertainties
which  may cause the  Company's  actual  results  in  future  periods  to differ
materially from forecasted results. These risks and uncertainties include, among
other things, product demand, market competiton, risks inherent in the Company's
international operations and the possibility that the contemplated  acquisitions
will not occur. These and other risks are described  elsewhere herein and in the
Company's other filings with the Securities and Exchange Commission.

     Financial  Condition.  (June 30, 1997 as compared to  September  30,  1996)
During the nine month period ended June 30, 1997, the  Registrant's  net working
capital  increased  approximately  $152,800,  due primarily to the generation of
cash of $1,059,600  through the exercise of common stock options,  offset by the
use of cash in operations and the resultant  operating  loss. Cash has been used
primarily to fund an increase in inventories in anticipation of increased dental
camera  sales and certain  manufacturer  inventory  purchase  requirements,  the


                                       -9-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation. (Continued)


general operations of the Registrant including research and development,  and to
promote the sales, introduction, and marketing of products.

     Principal  changes in the  components  of net working  capital for the nine
months ended June 30, 1997 consist of an increase in short term  investments  by
$40,000,  a decrease in the trade accounts  receivable balance by $52,100, a net
increase  in total  inventory  levels by  $141,600  and a  decrease  in  current
liabilities of $62,600.

     During the nine month periods ended June 30, 1997 and 1996,  the Registrant
experienced  negative cash flows from operations of  approximately  $994,300 and
$528,400,  respectively.  This increase in cash used for  operations of $465,900
over the  comparable  period of last fiscal  year was a result of the  following
significant  factors:  Cash purchases of inventory  increased by $304,100 during
this period of fiscal 1997 as compared  to a reduction  in  inventory  levels by
$69,800  during  the  comparable   period  of  fiscal  1996.  This  increase  in
inventories  during fiscal 1997 is in  anticipation  of increased  dental camera
sales and certain manufacturer inventory purchase  requirements.  Trade accounts
receivable decreased by $52,100 due to more timely payments by current customers
in this fiscal year. Trade accounts  receivable had decreased by $174,000 during
the comparable period of fiscal 1996 due to the Registrant  collecting  $110,000
due on a related party note receivable. There was no note receivable balance due
during  fiscal 1997.  A non-cash  expense was  recognized  during this period of
fiscal 1997 in the amount of $90,000 for the accrual of royalties  per the terms
of the amended and restated licensing agreement with the Registrant's  Chairman.
A non-cash  expense  was  recognized  during  this  period of fiscal 1997 in the
amount of $40,800 for the fair value of common  stock  options  accruing  due to
dental camera sales  benchmarks  being achieved for consultant  stock options in
accordance with FAS 123. No such option contracts existed during the comparative
period of fiscal 1996.

     To continue the  Registrant's  objective of  curtailing  operating  losses,
negative cash flow from operations and liquidity erosion further,  management is
continually  reviewing product profit margins and general expense accounts,  and
will reduce or eliminate all non-essential  expenditures.  Purchasing procedures
are  also in  place to  ensure  minimized  product  costs  and to  avoid  excess
inventory  levels.  Management of the Registrant is also  continuing to seek OEM
customers for all product lines. The Company also entered into a revised license
agreement  with Dr. Edwin Adair during fiscal 1995  resulting in reduced  patent
maintenance and other associated costs.


                                      -10-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation. (Continued)

     Without  significant  sales  increases,  the Registrant  still  anticipates
negative  cash flow from  operations  for fiscal 1997 and beyond.  During fiscal
1997 and fiscal 1996 cash flow  deficits were funded by employee,  officer,  and
consultant  stock  option  exercises.  In previous  years this  deficit has been
funded by equity placements and loans from the Company's chairman.  However, the
Registrant's  ability to fund its  operations  will be dependent  upon achieving
profitability and in generating a positive cash flow from operations. Unless the
Registrant  is able  to  increase  sales  revenues,  and  achieve  and  maintain
profitability  during  fiscal 1997,  the  Registrant  may be facing  significant
working  capital  shortages  beginning  in  fiscal  year  1998.  There can be no
assurance that the Company will be able to achieve this goal.

     The Registrant  believes that its existing capital resources are sufficient
for the current fiscal year and the only significant capital expenditure planned
is in  association  with the  Registrant's  planned  acquisition of Computer Age
Dentist,  Inc., a Santa Monica, CA based practice  management software developer
and  marketer,  that the  Registrant  has entered into a  non-binding  letter of
intent to acquire,  dated August 1, 1997. The closing is scheduled to take place
prior to September 30, 1997. Management of the Registrant is of the opinion that
the  Company   currently  has  the  capital  resources  on  hand  to  close  the
aforementioned  transaction,  but may in the future attempt to raise  additional
capital for this and other future acquisitions.  No assurance can be given as to
the successful completion of the acquisition, the timing thereof, or the ability
to raise any  additional  capital the Registrant may seek. The Registrant is not
seeking  additional  debt or equity  capital  at this time,  although  there are
810,500  vested common stock  options  outstanding  as of June 30, 1997,  and if
exercised  (of which there can be no  assurance),  these  options  would provide
varying amounts of additional  working capital to the Registrant.  These options
have various  exercise prices which range between $1.125 and $4.00 per share and
at  August 7, 1997 the price of the  Company's  common  stock was  approximately
$3.0625. If the Registrant does obtain additional capital (of which there can be
no assurance),  the Registrant  will be able to allocate more resources to sales
and   marketing   efforts   (including   negotiations   with   prospective   OEM
relationships), and research and development.


                                      -11-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation. (Continued)


     Results  of  Operations.  As  an  aid  to  understanding  the  Registrant's
operating results, the following table indicates the percentage relationships of
principal  revenue  and  expense  items  to  total  net  sales  included  in the
Consolidated  Statements of Operations for the nine month periods ended June 30,
1997 and 1996 and the percentage changes in those items for the same periods.

<TABLE>
<CAPTION>

     As a percent of
      total revenue
       for the nine                                                                Percentage
       month period                                                                change from
      ended June 30,                                                             the prior years'
    1997                 1996             Revenue/Expense Items                 comparable period
    ----                 ----             ---------------------                 -----------------

<S>                     <C>               <C>                                       <C>
    100.0%              100.0%            Net sales                                  36.4%
     81.6%              101.4%            Cost of goods sold                          9.8%
     18.4%               (1.4%)           Gross profit                               26.6%
      2.4%               11.6%            Other operating revenue                   (70.9%)
    113.1%              135.6%            Selling, general and admin                 13.8%
     16.3%               25.7%            Depreciation & amortization               (13.7%)
     12.7%                0.0%            Royalties                                    n/a
     18.6%               29.8%            Research and development                  (14.9%)
   (139.9%)            (180.9%)           Operating loss                              5.4%
     11.7%                6.3%            Other income/(expense)                    153.2%
   (128.2%)            (174.6%)           Net loss                                    0.1%

</TABLE>

     Revenue.  Sales for the nine months  ended June 30,  1997 and 1996  totaled
$713,900 and $523,500,  respectively,  for an increase of approximately $190,400
or 36.4%.  The Registrant's  intraoral dental camera,  still in the introductory
stage, generated revenues of $496,300 for this nine month period of fiscal 1997,
or 70% of total sales revenue,  primarily  during January  through June of 1997.
There were no sales of this camera during the comparable  period of fiscal 1996.
The Registrant had previously received significant purchase orders for intraoral
dental cameras  specifically  developed for an OEM company (see the Registrant's
form 10-KSB  dated  September  30, 1996 for further  information).  To date this
company  has been  unable  to  obtain  the  financing  necessary  to  allow  the
Registrant to prudently  build and ship the previously  ordered  cameras.  There
have been no sales to this  company  as of the date of this  report.  On June 2,
1997 the  Registrant  entered into a Development  Agreement and an OEM agreement
with Digital Doc, Inc. of Rancho Cordova,  CA. The agreements call for the joint
development  of an  intraoral  dental  camera and for the  Registrant  to be the
exclusive  manufacturer of the product.  Development is scheduled for completion
by September  1997 with product  deliveries  to begin by the end of the calendar
year. No assurances can be given as to the success of the development program or
as to the subsequent purchase of products by Digitial Doc., Inc.

                                      -12-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation. (Continued)

     The following  medical product groups incurred  significant sales decreases
over the comparable  nine month period of fiscal 1996 in the following  amounts:
general accessories $131,200,  electronic video laparoscope (EVL's) $46,900, the
Adair Veress needle $21,700. The declining sales levels are due to a decrease in
capital  budget  expenditures  in  hospitals  coupled with less  influence  over
purchasing  decisions by physicians,  reduced medical  marketing  efforts by the
Registrant,  and  increased  competition  from other  manufacturers  of surgical
cameras.  Domestic  sales  accounted  for 95% and 67% of total sales and foreign
sales accounted for 5.0% and 33% of total sales for the comparable periods ended
June 30, 1997 and 1996, respectively.

     Foreign sales for the nine months ended June 30, 1997 and 1996 were $17,300
and $174,500,  respectively, for a decrease of $157,200 or 90%. This decrease is
due primarily to a decline in EVL, light source and spare cable sales to foreign
distributors in Pakistan and England, and to Rosot Enterprises, the Registrant's
South American  distributor.  The Company's  foreign sales are derived primarily
from the following markets: South America,  England,  France,  Australia and The
Netherlands.  Management believes that foreign sales will be restored and exceed
previous  period  levels  based upon the  introduction  of the True  VisionTM II
intraoral dental camera, a digital version of the electronic video  laparoscope,
and world wide  distribution  of Lap WrapTM,  although no  assurances  as to the
success of this strategy can be given.  The Registrant has entered into a Letter
of  Intent  with  Computer  Age  Dentist,   Inc.  which,   if  completed,   will
significantly increase its total revenues during 1998.

     Cost of Goods Sold.  Cost of goods sold for the nine months  ended June 30,
1997 and 1996 totaled  $582,600 and $530,600,  respectively,  for an increase of
approximately  $52,000  or 9.8%.  Total cost of goods sold as a percent of sales
was 81.6% and 101.4%, respectively, for the same periods. The cost of goods sold
amount  for  both  fiscal  1997  and  1996  no  longer  includes  a  significant
underapplied  overhead amount for  under-utilized  manufacturing  capacity.  The
fiscal 1996 cost of sales figure reflects a reclassification of $135,500 made by
management  from  cost of goods  sold to  selling,  general  and  administrative
expense in an effort to more  accurately  identify and compare  standard cost of
sales.  Gross  margins  are  higher  in the 1997  fiscal  year due to the mix of
products  sold having  higher gross  margins on the average,  than in the fiscal
year ending in 1996.  In the fiscal year ending in 1997  overhead was applied to
limited  product  sales.  Gross margin  percentages  are expected to increase as
product sales increase and overhead is applied over the increasing sales base.

                                      -13-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operation. (Continued)

     Selling,  General and Administrative Expenses (SG&A). SG&A expenses for the
nine  months  ended  June  30,  1997  and  1996  were   $807,700  and  $709,700,
respectively, for an increase of approximately $98,000 or 13.8%. The fiscal 1997
number  includes a non cash expense of $40,800 for vesting of consultant  common
stock  options  per FAS 123,  a $41,600  writeoff  of loaner  and  demonstration
equipment,  and a $10,200 charge for bad debts.  Without these non-cash  expense
charges  totaling  $92,600,  the  fiscal  1997  SG&A  expense  would  have  been
approximately $715,100.  Other significant expense reductions during fiscal 1997
versus the comparable  period of fiscal 1996 include  reduced  depreciation  and
amortization  charges as a substantial  amount of loaner  equipment became fully
depreciated  during  fiscal  1996,  and  cost  cutting  measures  instituted  by
Management  precipitated  by lower sales and production  values.  The registrant
continues to reduce or eliminate expenses in all areas when practical.

     Research and  Development  Costs (R&D).  For the nine months ended June 30,
1997 and 1996 R&D expenses  were  $132,700  and  $156,000,  respectively,  for a
decrease  of  approximately  $23,300  or 14.9%.  A  significant  portion of this
decrease  is due to a  reallocation  and focus of the  Registrant's  R&D  budget
toward projects specifically related to the intraoral dental camera. General R&D
funding has been reduced along with funding for the model 5990 optical  catheter
system. The Registrant's  policy is to fund research and development as it deems
appropriate to maintain or gain a competitive advantage.



                           PART II - OTHER INFORMATION



Item 5. Other Information.

     None


ITEM 6. Exhibits and Reports on Form 8-K

     (a) Exhibits:


                                      -14-

<PAGE>


     27. Financial data schedule.


          (b)  Reports on Form 8-K:  None.








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.



Date:  August 14, 1997                   /s/ Van A. Horsley
                                         ------------------
                                         Van A. Horsley, President,
                                         Principal Executive Officer,
                                         and Principal Financial Officer



                                      -15-

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                                            <C>
<PERIOD-TYPE>                                 9-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       1,028,900
<SECURITIES>                                    50,000
<RECEIVABLES>                                  154,500
<ALLOWANCES>                                  (25,000)
<INVENTORY>                                    856,000
<CURRENT-ASSETS>                             1,638,800
<PP&E>                                         947,900
<DEPRECIATION>                               (665,300)
<TOTAL-ASSETS>                               2,449,400
<CURRENT-LIABILITIES>                          337,800
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         7,700
<OTHER-SE>                                   2,103,900
<TOTAL-LIABILITY-AND-EQUITY>                 2,449,400
<SALES>                                        713,900
<TOTAL-REVENUES>                               815,400
<CGS>                                          582,600
<TOTAL-COSTS>                                1,729,900
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 600
<INCOME-PRETAX>                              (915,100)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (915,100)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (915,100)
<EPS-PRIMARY>                                    (.12)
<EPS-DILUTED>                                    (.12)
        


</TABLE>


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