MEDICAL DYNAMICS INC
10QSB, 1999-02-16
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 December 31, 1998

          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 February 12, 1999 is 10,301,667 shares, $.001 par value.


<PAGE>
<TABLE>
<CAPTION>

                            PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

                       MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS

ASSETS
                                                            12/31/98        9/30/98
                                                           -----------    -----------

CURRENT ASSETS:
<S>                                                        <C>            <C>        
  Cash and equivalents                                     $   568,900    $   553,100
  Restricted cash                                               50,000         50,000
  Trade receivables, less allowance for
    doubtful accounts of $109,000 and $108,400                 892,200        879,400
  Inventories                                                1,128,800        879,600
  Prepaid expenses                                              49,500         24,800
                                                           -----------    -----------
     Total Current Assets                                    2,689,400      2,386,900
                                                           -----------    -----------

SOFTWARE DEVELOPMENT AND SUPPORT:
  Software development costs, net of
    accumulated amortization of $524,000
      and $417,800                                           2,618,700      2,619,800
  Technical support contracts, net of
    accumulated amortization of $383,300
      and $305,000                                           1,194,800      1,303,100
                                                           -----------    -----------
     Total Software Development and Support                  3,813,500      3,922,900
                                                           -----------    -----------

PROPERTY AND EQUIPMENT:
  Demonstration equipment                                      451,500        420,900
  Machinery and equipment                                      563,700        553,800
  Furniture and fixtures                                       358,400        355,200
  Leasehold improvements                                       127,000        127,000
                                                           -----------    -----------
                                                             1,500,600      1,456,900
  Less accumulated depreciation and
   amortization                                               (846,300)      (799,400)
                                                           -----------    -----------
     Property and Equipment, Net                               654,300        657,500
                                                           -----------    -----------

OTHER ASSETS:
  Goodwill, net of accumulated                               1,861,300      1,892,300
   amortization of $151,800 and $120,800
  Non-compete agreement's net of accumulated
   amortization of $100,000 and $80,000                         99,200        119,200
  Debt issuance costs, net of accumulated                                        --
   amortization of $122,400 and $85,400                        146,800        125,400
  Patents and trademarks, net of accumulated
   amortization of $771,200 and $766,200                        24,300         29,200
  Deposits and other                                            14,500         37,000
                                                           -----------    -----------
     Total Other Assets                                      2,146,100      2,203,100
                                                           -----------    -----------
TOTAL ASSETS                                               $ 9,303,200    $ 9,170,400
                                                           ===========    ===========


                 See Notes to Consolidated Financial Statements.

                                       2
</TABLE>

<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS, Continued

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                     12/31/98         9/30/98
                                                   ------------    ------------

CURRENT LIABILITIES:
  Current maturities of notes payable              $    599,400    $    546,100
  Current maturities of obligations under
    capital lease                                        39,100          40,000
  Accounts payable                                      775,900         565,800
  Accrued expenses                                      783,200         416,000
  Unearned revenue                                      429,700         370,100
                                                   ------------    ------------
     Total Current Liabilities                        2,627,300       1,938,000
                                                   ------------    ------------

NOTES PAYABLE, net                                      288,900         321,900
OBLIGATIONS UNDER CAPITAL LEASE, net                     31,400          39,400
CONVERTIBLE DEBENTURES, net                           1,366,900       1,407,200

STOCKHOLDERS' EQUITY:
  Preferred stock, $.001 par value;
   authorized 5,000,000 shares; none
   issued and outstanding                                  --              --
  Common stock, $.001 par value; authorized
   30,000,000 shares; issued & outstanding
   10,301,667 and 10,034,500 shares                      10,300          10,000
  Additional paid-in capital                         25,770,800      25,246,900
  Accumulated deficit                               (20,792,400)    (19,793,000)
                                                   ------------    ------------
     Total Stockholders' Equity                       4,988,700       5,463,900
                                                   ------------    ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                               $  9,303,200    $  9,170,400
                                                   ============    ============




                 See Notes to Consolidated Financial Statements.

                                       3

<PAGE>


                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                         Quarter Ended
                                                       Ended December 31
                                               --------------------------------
                                                     1998                1997
                                               --------------------------------

NET SALES:
    Software & training                        $  1,158,200        $    565,600
    Equipment & Installation                      1,372,000             587,900
    Support services                                551,500             355,900
                                               ------------        ------------
                                                  3,081,700           1,509,400
                                               ------------        ------------

COST OF SALES:
    Software & training                             270,100             127,700
    Equipment & Installation                        888,100             506,800
    Support services                                260,400              91,800
                                               ------------        ------------
                                                  1,418,600             726,300
                                               ------------        ------------

GROSS PROFIT                                      1,663,100             783,100
                                               ------------        ------------

OPERATING EXPENSES:
  Selling & marketing                               945,100             142,200
  General & administrative                        1,599,900             940,100
  Stock based compensation                           22,500                --
  Research & development                                600               4,100
                                               ------------        ------------
  Total operating expenses                        2,568,100           1,086,400
                                               ------------        ------------

OPERATING LOSS                                     (905,000)           (303,300)

OTHER INCOME (EXPENSE):
  Other income                                        4,100                 600
  Interest income                                     3,100              13,900
  Interest expense                                 (101,900)            (31,100)
                                               ------------        ------------

NET LOSS                                       $   (999,700)       $   (319,900)
                                               ============        ============

Earnings per share                             $      (0.10)       $      (0.04)
                                               ============        ============

Weighted average number
 of shares outstanding                           10,220,900           8,866,000
                                               ============        ============




                 See Notes to Consolidated Financial Statements.

                                       4
<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                  Three Months Ended December 31
                                                  ------------------------------
                                                       1998           1997
                                                     ---------     ---------
Cash Flows From Operating Activities:
  Net Loss                                           $(999,700)    $(319,900)
  Adjustments to reconcile net loss to
  net cash used in operating activities:
Common stock options granted for compensation
  and other services                                    22,500          --
Depreciation expense                                    47,000        87,200
Amortization of intangible assets                      240,500       145,500
Amortization of debt discount and issuance costs        56,300          --
Conversion of accrued interest on debentures
  to common stock                                       33,000          --
Changes in operating assets and
  liabilities, net of effects
  of acquisitions:
   Decrease (increase) in:
    Trade receivable                                   (12,800)     (262,200)
    Inventories                                       (249,200)      103,100
    Prepaid expenses                                     6,600        (5,200)
   Increase (decrease) in:
    Accounts payable                                   227,400       (17,200)
    Accrued expenses                                   391,200         8,000
    Deferred revenue                                    59,600        18,100
                                                     ---------     ---------
  Net cash used in operating activities               (177,600)     (242,600)
                                                     ---------     ---------

Cash Flows From Investing Activities:
  Payment for acquisition of businesses                   --        (379,200)
  Software development costs                           (75,100)       (8,400)
  Purchase of property and equipment                   (61,000)      (24,500)
  Other                                                   --         (18,300)
                                                     ---------     ---------
Net cash used in investing activities                 (136,100)     (430,400)
                                                     ---------     ---------



                                       5

<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED


                                                  Three Months Ended December 31
                                                  ------------------------------
                                                        1998            1997
                                                     -----------     ----------
Cash Flows From Financing Activities:
  Principal payments on:
    Notes payable                                       (318,700)           --
    Capital lease obligations                             (8,800)           --
  Proceeds from exercise of options to
   purchase common stock                                  22,300          29,600
  Net proceeds from issuance of
   convertible debenture                                 339,800         986,300
  Proceeds from notes payable                            294,900            --
                                                     -----------     -----------
                                                         329,500       1,015,900
                                                     -----------     -----------

Net Increase in Cash and Equivalents                      15,800         342,900
Cash and Equivalents, beginning of period                553,100         836,400
                                                     -----------     -----------
Cash and Equivalents, end of period                  $   568,900     $ 1,179,300
                                                     ===========     ===========

Supplemental Disclosures of Cash Flow
   Information:
  Cash paid for interest                             $    10,000     $      --
                                                     ===========     ===========

Supplemental Schedule of Noncash
   Investing and Financing Activities:
  Common stock issued for acquisition of
   businesses                                        $      --       $ 4,480,000
  Notes payable for acquisition of
   Businesses, net of discounts                      $      --       $   372,000
  Conversion of debentures to common stock,
    net of discount                                  $   406,700            --
  Fair value of warrants issued for debt
    discount                                         $    40,000     $   120,000
  Debt issuance costs incurred for
   convertible debenture                             $    60,200     $   113,700


                 See Notes to Consolidated Financial Statements.

                                       6
<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 Medical  Dynamics,  Inc.'s (`MEDY' or the `Company')
Form 10-KSB for the year ended September 30, 1998. The results of operations for
the periods  ended  Decemebr 31, 1998 and December 31, 1997 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 MEDY,
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

     Shares  issuable under common stock options and warrants were excluded from
the  computation  of fully  diluted  earnings  per share  because the effect was
anti-dilutive.  At December 31, 1998,  MEDY had 3,176,200 of vested common stock
options and  warrants  outstanding.  Total  common  stock  options and  warrants
outstanding  (including both vested and unvested) were 4,676,200 at December 31,
1998.

NOTE 3. INVENTORIES

     Inventories consist of the following at December 31, 1998 and September 30,
1998:

                                                  December 31      September 30
                                                     1998              1998
                                                  -----------       -----------
Raw materials and replacement parts               $   287,000       $   313,900
Finished goods                                        893,800           601,000
Work in progress                                         --                --
Show Stock                                            185,800           186,000
Allowance for obsolescence                           (237,800)         (221,300)
                                                  -----------       -----------
                                                  $ 1,128,800       $   879,600
                                                  ===========       ===========

At December 31, 1998 medical products  inventories have decreased  $26,900 while
other  inventories  have  increased  $276,100  due to the on going  business  of
Computer Age Dentist,  Inc. (CADI),  MEDY's wholly owned  subsidiary,  for a net
inventory  increase  of  $249,200.  Management  continues  its efforts to reduce
inventory and inventory  carrying  costs,  while  maintaining  inventory  levels
needed to meet sales requirements.

                                       7
<PAGE>

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

NOTE 4. DEFERRED REVENUE

     Deferred revenue represents  payments received on deferred software support
contracts,  installation  charges and training  that have not been  earned.  The
amounts for deferred  software support contracts are amortized into revenue on a
monthly  basis using the  straight-line  method  over the life of the  contract.
Deferred  amounts for installation and training are recognized when the services
are performed.

     Costs for  software  support  contracts,  installation  and  training,  are
charged to expense when those costs are incurred.




                                       8
<PAGE>


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

     During the fiscal year ended September 30, 1998, MEDY significantly changed
its corporate emphasis. While MEDY is still manufacturing and selling disposable
drapes for use in medical  operations,  MEDY has greatly expanded its operations
and has entered into  additional  industry  segments as a result of acquisitions
completed in fiscal 1998.  Consequently,  as described  below,  medical products
have become much less significant to MEDY's operations and financial condition.

     During  late  fiscal  1996,  MEDY had adapted its cameras for use in dental
offices  and in  fiscal  1997 had  commenced  sales of its  cameras  for  dental
applications.  To take further advantage of the entry into dental offices,  MEDY
acquired Computer Age Dentist, Inc. ("CADI") of Los Angeles, CA in October 1997.
CADI has developed a Windows' based dental office practice  management  software
which  allows a dental  office to  integrate  patient and  financial  management
information.  The  acquisition  of CADI  provided  MEDY's  entry  into  both the
software  sales and software  support  segments in which MEDY did not previously
participate.

     MEDY's  largest   purchaser  of  dental  cameras  during  fiscal  1997  was
Information   Presentation  Systems,  Inc.  ("IPS")  of  Marietta,  GA.  In  its
eight-year  history,  IPS had become one of the  nation's  largest  suppliers of
customized  multimedia  systems  for  use  in  a  variety  of  dental  operatory
environments.  IPS had been involved in the development and marketing of several
dental  technology  products,  including  intra-oral  video  cameras,  video and
computer  image  storage  systems,   patient  education  systems,   and  digital
radiography  and  micro-abrasion   instruments.   To  take  advantage  of  IPS's
significant  industry presence and to further integrate the CADI operations with
the MEDY dental camera sales, MEDY acquired IPS in February 1998.

     Neither CADI nor IPS had a significant  presence in the Upper Midwest/Great
Lakes region of the U.S. In April 1998,  MEDY acquired  Command  Dental  Systems
("Command") of Farmington  Hills, MI which did have a significant  sales base in
this region for its dental office management software,  which are UNIX and ZENIX
based  systems.  Command had an in-house  staff of  programmers,  sales  people,
installers, trainers, and support technicians with more than 550 clients ranging
from small  offices to large  clinics  like the  University  of Michigan  Dental
School.

     CADI  is now  operating  the  businesses  previously  operated  by IPS  and
Command,  both of which were merged into CADI. As a result of the CADI, IPS, and
Command acquisitions, MEDY has integrated the hardware and software necessary to
manage a dental  practice.  Since MEDY's  products are all Year 2000  compliant,
MEDY is  positioned  to  market  CADI's  products  to a large  number  of dental
practices  with MS-DOS and UNIX based  software  which may not be Y2K compliant.
The  acquisitions  of  CADI,  IPS,  and  Command  have  already  resulted  in  a
significant  increase Item 2. MD & A,  Continued in revenues to MEDY. Due to the

                                       9
<PAGE>


rapid  growth of the post  acquisition  company  and because of the costs of the
acquisitions and the costs of integrating the operations and  administration  of
these new companies,  the acquisitions have resulted in negative  operating cash
flow and have caused  certain  working  capital  shortages.  MEDY  believes this
situation  to be temporary  because  these  operations  are expected to increase
MEDY's  revenues  further and, as MEDY begins to benefit  from the  economies of
scale,  MEDY expects that it will realize  improved cash flows from  operations,
operating profits, and liquidity,  although there can no assurances that it will
actually  be  able  to do so.  MEDY's  goal  is to  become  the  `Single  Source
Technology   Solution'   for   dental   practices   moving   into  the   complex
digital/computer  age. With the purchases of IPS and Command,  CADI now offers a
comprehensive  range of  products  to the dental  industry,  including  practice
management  software,  electronic  claims  processing,  image capture  software,
intra-oral cameras,  multi-operatory  video/digital networks,  patient education
and digital x-ray systems.

     As discussed in Note 2 to the audited financial  statements as of September
30, 1998,  (see MEDY's form 10-KSB for the year ended September 30, 1998 and the
accompanying audited financial  statements),  MEDY has suffered recurring losses
and  negative  cash flows from  operations.  Even  though the  Company  has seen
significant sales increases over the last fiscal year end and last quarter, MEDY
has, and for at least the near term,  expects to  experience  periodic  negative
cash flow from  operations and net losses as it continues to build the Company's
infrastructure to handle further expected growth.

     This report on form  10-QSB,  including  the  information  incorporated  by
reference herein, contains forward-looking  statements within the meaning of the
Private Securities  Litigation Reform Act of 1995. Certain statements  contained
in this report  using the term "may",  "expects  to",  and other terms  denoting
future possibilities,  are forward looking statements. These statements include,
but  are not  limited  to,  those  statements  relating  to  development  of new
products,  the financial condition of MEDY, the ability to increase distribution
of MEDY's  products,  integration of new businesses MEDY has acquired during the
1998 fiscal year,  approval of MEDY's  products as and when required by the Food
and Drug  Administration  ("FDA") in the United  States and  similar  regulatory
bodies in other countries. The accuracy of these statements cannot be guaranteed
as they are subject to a variety of risks which are beyond the Company's ability
to predict or control and which may cause  actual  results to differ  materially
from the projections or estimates  contained  herein.  The business and economic
risks faced by MEDY and MEDY's actual results could differ materially from those
anticipated in these  forward-looking  statements as a result of certain factors
as described herein.

                                       10
<PAGE>


                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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


     Financial Condition.  (December 31, 1998 as compared to September 30, 1998)
During the three  month  period  ended  December  31,  1998,  MEDY's net working
capital decreased approximately $386,800. Principal changes in the components of
net working capital for the three months ended December 31, 1998 consist of:

                                     December 31    September 30          W/C
                                        1998            1998            Effect
                                     ----------      ----------      ----------
Cash & Equivalents                   $  568,900      $  553,100      $   15,800
Restricted Cash                          50,000          50,000               0
Trade Receivables                       892,200         879,400          12,800
Inventories                           1,128,800         879,600         249,200
Pre-paid Expenses                        49,500          24,800          24,700
                                     ----------      ----------      ----------
  Total Current Assets                2,689,400       2,386,900         302,500
Current maturities of
 notes payable                          599,400         546,100         (53,300)
Current maturities of
 under capital lease                     39,100          40,000             900
Accounts payable                        775,900         565,800        (210,100)
Accrued expenses                        783,200         416,000        (367,200)
Deferred Revenue                        429,700         370,100         (59,600)
                                     ----------      ----------      ----------
  Current liabilities:                2,627,300       1,938,000        (689,300)
                                     ----------      ----------      ----------
Working capital                      $   62,100      $  448,900      $ (386,800)
                                     ==========      ==========      ==========

     Cash used in operating  activities  for the quarter ended December 31, 1998
amounted to $177,600  compared to $242,600  for the quarter  ended  December 31,
1997.  The  Company's  net loss  amounted to $999,700 for the 1998 quarter which
includes $399,300 of non-cash charges for  depreciation,  amortization and stock
compensation  expense.  Increases  in  inventories  required  resources  cash of
$249,200.  This amount was offset by increases  in accounts  payable and accrued
expenses of $618,600 which had a positive impact on operating cash flows.

     For the quarter ended December 31, 1998, the Company used cash in investing
activities  of  $136,100.  This  amount  was  comprised  of the  acquisition  of
computers  and other  equipment  of $61,000 and  enhancements  to the  Company's
dental practice  management  software of $75,100.  For the comparable quarter of
the  preceding  year  the  Company  utilized   $430,400  of  cash  in  investing
activities,  primarily due to cash  payments of $379,200 in connection  with the
CADI acquisition.

     Offsetting  the  expenditures  of cash  used for  operating  and  investing
activities,  were net  proceeds  of  $339,800  that MEDY raised from the sale of
$400,000  of  convertible  debentures  during the first  quarter of the  current
fiscal year.

                                       11
<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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


     During October and November 1998 MEDY experienced decreased working capital
as its sales increased, and it built up inventory and trade receivables, as cash
flow trailed some months behind.  To augment working  capital,  in November 1998
MEDY raised net  proceeds of $339,800  from the sale of $400,000 of  convertible
debentures to the same  unaffiliated  company which had purchased the debentures
in October 1997 and July 1998.  (Please refer to the debenture  schedule below).
The company is currently  negotiating a private  placement of $750,000 of common
stock which should serve to augment working capital for the balance of 1999, but
there is no assurance that equity or debt can be successfully  placed. After the
end of fiscal 1998,  MEDY obtained a $1,000,000 line of credit with a three year
term from  Norwest  Business  Credit,  Inc.  with  borrowings  based upon 80% of
eligible  accounts  receivable.  The Company has pledged  substantially  all its
assets  to the loan,  but to date has only  been  able to  borrow  approximately
$350,000 at any given time. The debt currently accrues interest at Prime plus 3%
and required a 1.5%  commitment  fee payable  $10,000 upon closing and $5,000 on
the facility's first anniversary.  There is a minimum interest charge monthly of
$2,750, which when applied against the minimal borrowings able to be utilized by
the Company creates a significantly higher interest cost to the Company than the
designated  Prime  plus  3%.  Among  other  covenants,  the loan  agreement  has
affirmative  covenants  requiring the Company to maintain  certain levels of net
worth and limit negative EBITDA (Earnings Before Interest Taxes Depreciation and
Amortization) to certain levels. As of December 15, 1998 the lender has informed
the Company that the Company is in technical  default of the net worth  covenant
of the credit agreement. Without waiving the existence of the technical default,
the lender has agreed to allow the Company to utilize the credit  facility up to
a limit of  $400,000,  accruing  interest at the default  rate of Prime plus 6%,
with line  availability  decreasing  at $10,000  per week until March 1, 1999 at
which  time the  lender  could  chose to  request  payment in full or extend the
credit facility on similar or different terms.

     Also,  there are 3,176,200  vested common stock options  outstanding  as of
February 12, 1999, that if exercised (of which there can be no assurance), these
options would provide additional working capital to MEDY.

================================================================================
                  Balance                                             Balance
Debenture:        9/30/98      Additions    Conversions   Amortized   12/31/98
- --------------- ------------ ------------- ------------- ------------ ----------

October 97        $440,000        -         $(440,000)        -            -
- --------------- ------------ ------------- ------------- ------------ ----------
July 98          1,100,000        -             -             -       1,100,000
- --------------- ------------ ------------- ------------- ------------ ----------
November 98          -          400,000         -             -         400,000
- ---------------
 Total           1,540,000      400,000     $(440,000)        -       1,500,000
- --------------- ------------ ------------- ------------- ------------ ----------
Discount:
- --------------- ------------ ------------- ------------- ------------ ----------
October 97        (33,300)        -             33,300        -            -
- --------------- ------------ ------------- ------------- ------------ ----------
July 98           (99,600)        -             -           5,200       (94,400)
- --------------- ------------ ------------- ------------- ------------ ----------
November 98          -         (40,000)         -           1,300       (38,700)
- ---------------
 Total           (132,900)     (40,000)         33,300                 (133,100)
- ---------------
Net 
Debentures:    $1,407,100     $360,000        $33,300      6,500     $1,366,900
================================================================================

                                       12
<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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


     To continue MEDY's objective of curtailing operating losses,  negative cash
flow from operations and further  liquidity  erosion,  management is continually
reviewing product profit margins and general expense  accounts,  and will reduce
or eliminate all  non-essential  expenditures.  Expenditure  levels will tend to
remain in the range of those for the quarter ended  December 31, 1998 due to the
company's   strategy  of  positioning  itself  for  further  revenue  increases,
purchasing procedures are also in place to ensure minimized product costs and to
avoid excess inventory levels.

     Although the  acquisitions  of CADI, IPS, and Command have resulted in (and
are expected to continue to generate)  significant increases in revenues to MEDY
during the current fiscal year and beyond,  MEDY could still experience periodic
negative cash flow from  operations  during fiscal 1999.  During fiscal 1998 and
fiscal 1997, cash flow deficits were funded by employee, officer, and consultant
stock option  exercises and by  convertible  debt  placements.  However,  MEDY's
ability to fund its operations  will be dependent  upon achieving  profitability
and generating a positive cash flow from  operations in the future.  Unless MEDY
is  able  to  increase  sales  revenues   further,   and  achieve  and  maintain
profitability during fiscal 1999, MEDY may be facing significant working capital
shortages in the latter part of fiscal year 1999. There can be no assurance that
MEDY will be able to avoid future working capital shortages.

     Management  of the  Company  does not  believe  that its  existing  capital
resources  are  sufficient  for the 1999  fiscal  year if it  continues  to grow
revenues and expenses in proportion to what it  experienced  during fiscal 1998.
To not  interrupt  that  continuing  growth,  the Company is  currently  seeking
additional  debt or equity  capital to augment  its  working  capital  position,
although no assurances can be made as to the availability of such debt or equity
capital  or if it can be  obtained  at  prices  and  terms  that are in the best
interest of the Company  and its  shareholders.  If the Company is able to raise
additional  debt or  equity  capital,  it would  allow the  Company  to fund its
operating losses until such time as its expanded efforts in marketing, R & D and
acquisitions  continues to increase  revenues to a level of break even cash flow
or profitability, although no assurance of that fact can be given.

                                       13
<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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


     There are 3,176,200 vested common stock options and warrants outstanding as
of December 31, 1998,  and if  exercised  (of which there can be no  assurance),
these options would provide  varying  amounts of additional  working  capital to
MEDY.  These options have various  exercise prices which range between $1.00 and
$4.50 per share and at February  12, 1999 the price of MEDY's  common  stock was
approximately  $2.00. If MEDY does obtain additional capital (of which there can
be no  assurance),  MEDY will be able to allocate  more  resources  to sales and
marketing efforts, further acquisitions, as well as research and development.

     Results of Operations.  As previously discussed,  MEDY has made significant
changes to its operations in fiscal 1998.  With the purchases of CADI,  IPS, and
Command,  MEDY has added  several new  product  lines,  such as dental  practice
management software, software support,  multi-operatory  video/digital networks,
and digital  x-ray  systems.  MEDY has also used these  purchases to enhance the
sales of its dental  cameras.  These new product  lines have  greatly  increased
MEDY's gross  profits as these new product lines have greater gross margins than
the products MEDY sold prior to the acquisitions.

Revenue.  Software  sales for the three months ended  December 31, 1998 and 1997
were  $1,158,200  and  $565,600,  respectively,  for an  increase of $592,600 or
104.8%.  Increased  sales can be  attributed to the  Company's  acquisitions  of
Information  Presentation  Systems  (IPS) in February  1998 and  Command  Dental
Systems  (Command) in April 1998.  Increased sales can also be attributed to the
Company's  additional  expenditures on  sales/marketing  personnel and increased
advertising expenditures.

Equipment and  installation  sales for the three months ended  December 31, 1998
and 1997 were $1,372,000 and $587,900, respectively, for an increase of $784,100
or 133.4%.  Increased sales are  attributable to increased  software sales which
requires many dentists to buy new computer hardware or to upgrade their existing
hardware. Also, sales are higher in 1998 compared to 1997 due to the acquisition
of IPS in February 1998.

Software support services sales for the three months ended December 31, 1998 and
1997 were  $551,500 and $355,900,  respectively,  for an increase of $195,600 or
55.0%.  Increased support services sales can be attributed to increased software
sales. Also, sales are higher in 1998 compared to 1997 due to the acquisition of
Command in April 1998.

     MEDY  believes  that profit from these  activities  will  improve as MEDY's
general and administrative  expenses are consolidated and it's operations become
more  efficient.  There can be no  assurance  these  positive  changes will ever
result in an  increase  in cash flow from  MEDY's  operations  or net income (as
compared to MEDY's historical net losses).

Please refer to the  schedules  below for a summary of revenues,  cost of sales,
and gross margins.

                                       14
<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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


                                      Three Months Ended     Three Months Ended
                                    ----------------------  --------------------
                                     December    Percent     December   Percent 
                                     31, 1998    of Sales    31, 1997   of Sales
                                    ----------  ----------  ----------  --------

Software & training:
Sales                               $1,158,200      100.0%  $  565,600    100.0%
Cost of sales                          270,100       23.3%     127,700     22.6%
                                    ----------    -------   ----------    -----
  Gross margin                      $  888,100       76.7%  $  437,900     77.4%
                                    ==========    =======   ==========    =====

Equipment & Installation:
Sales                               $1,372,000      100.0%  $  587,900    100.0%
Cost of sales                          888,100       64.7%     506,800     86.2%
                                    ----------    -------   ----------    -----
  Gross margin                      $  483,900       35.3%  $   81,100     13.8%
                                    ==========    =======   ==========    =====

Support Services:
Sales                               $  551,500      100.0%  $  355,900    100.0%
Cost of sales                          260,400       47.2%      91,800     25.8%
                                    ----------    -------   ----------    -----
  Gross margin                      $  291,100       52.8%  $  264,100     74.2%
                                    ==========    =======   ==========    =====

Total Sales                         $3,081,700      100.0%  $1,509,400    100.0%
Total COS                            1,418,600       46.0%     726,300     48.1%
                                    ----------    -------   ----------    -----
Total Gross Profit                  $1,663,100       54.0%  $  783,100     51.9%
                                    ==========    =======   ==========    =====


     Cost of Sales.  Cost of sales of Software and training for the three months
ending  December  31, 1998 and  December  31, 1997 as a percent of software  and
training revenue were 23.3% and 22.6%,  resulting in gross margin percentages of
76.7% and 77.4% respectively.

     Cost of sales for  Equipment  and  installation  for the three months ended
December  31,  1998  and  December  31,  1997  as a  percent  of  equipment  and
installation revenue were 64.7% and 86.2%, resulting in gross margin percentages
of 35.3% and 13.8% respectively. The increase in gross margin percentages is due
to lower margin camera sales being augmented by the sale of higher margin dental
product  sales.  These higher margin  dental  product sales were a result of the
acquisition of IPS in February of 1998.

     Cost of sales for Software  Support for the three months ended December 31,
1998 and December 31, 1997 as a percent of support  services  revenue were 47.2%
and  25.8%,   resulting  in  gross  margin   percentages   of  52.8%  and  74.2%
respectively.  Cost of sales  for  software  support  has  increased  due to the
Company's  acquisition  of Command  whose support staff to client ratio was much
higher than that of CADI. CADI has also  implemented a plan to raise its support
staff  to  client   ratio  in  an  effort  to  enhance  its  level  of  customer
service/support.

                                       15
<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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


Selling & Marketing Expenses. Selling and marketing expenses for the three month
period  ended   December  31,  1998  and  1997  were   $945,100  and   $142,200,
respectively,  for an  increase  of  $802,900  or 564.6%.  Due to the  Company's
efforts to aggressively grow revenues, the company greatly increased advertising
expenditures  and  hired   additional   sales  staff,   resulting  in  increased
advertising,  salary,  convention, and travel costs. Increased sales resulted in
an increase in commissions paid.

General and  Administrative  Expenses  (G&A).  G&A  expenses for the three month
period  ended  December  31,  1998  and  1997  were   $1,599,900  and  $940,100,
respectively,  for an increase of $659,800 or 70.2%. The acquisitions of IPS and
Command  together  with the  Company's  efforts to  aggressively  grow  revenues
resulted  in  higher  wages and  benefits,  travel,  rent,  and  office  related
expenses.   Increased   software   sales   resulted  in  increases  in  software
support/training wages.

Research and  Development  Costs (R&D).  For the three months ended December 31,
1998 and 1997, R & D expenses were $600 and $4,100, respectively, for a decrease
of $3,500 or 85.4%. The Company's policy is to fund R&D as it deems  appropriate
to maintain or gain a  competitive  advantage.  Note that  software  development
costs are not included in R&D costs. After technological feasibility of products
is established software development costs are capitalized then amortized to cost
of sales.  For the three  months  ended  December  31,  1998 and 1997,  software
development  costs  amortized  to cost of  sales  were  $110,200  and  $101,100,
respectively.

Interest  Income and  Expense.  Interest  income is a function  of current  cash
invested for the period. Interest income for the three months ended December 31,
1998 and 1997 was $3,100 and 13,900, respectively.

Interest expense for the three months ended December 31, 1998 totaled  $101,900.
The components of interest  expense for the three months ended December 31, 1998
are: interest on related party notes payable of $15,500, interest on convertible
debentures  of  $21,900,  interest  on lines of credit of  $2,100,  interest  on
capital lease of $6,100, and amortization of debt issuance costs/debt  discounts
of $56,300.


                                       16
<PAGE>


                           PART II - OTHER INFORMATION



Item 2. Changes in Securities and Use of Proceeds.

     During the first quarter of fiscal 1999, the Company received $400,000 from
The Tail Wind Fund,  Ltd.,  for the  purchase of a  convertible  debenture  in a
transaction made without any form of public  solicitation to a single accredited
investor. There was a sales agent involved in this transaction,  Rochon Capital,
Inc. This  transaction  is further  described in the Company's  annual report on
Form 10-KSB for the fiscal year ended September 30, 1998.


ITEM 6. Exhibits and Reports on Form 8-K

     (a) Exhibits:

         27. Financial data schedule.

     (b) Reports on Form 8-K:

               The  Company's  Current  Report on Form 8-K reporting an event of
          October 9, 1998, describing a line of credit the Company obtained from
          Norwest Business Credit, Inc.





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: February 16, 1999                          /s/ Van A. Horsley
                                                 -------------------------------
                                                 Van A. Horsley, President,
                                                 Principal  Executive Officer,
                                                 and Principal Financial Officer



                                       17

<TABLE> <S> <C>


<ARTICLE> 5
       
<S>                                           <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-START>                             OCT-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                         568,900
<SECURITIES>                                    50,000
<RECEIVABLES>                                1,001,200
<ALLOWANCES>                                 (109,000)
<INVENTORY>                                  1,128,800
<CURRENT-ASSETS>                             2,689,400
<PP&E>                                       1,500,600
<DEPRECIATION>                               (846,300)
<TOTAL-ASSETS>                               9,303,200
<CURRENT-LIABILITIES>                        2,627,300
<BONDS>                                      1,366,900
                                0
                                          0
<COMMON>                                        10,300
<OTHER-SE>                                   4,978,400
<TOTAL-LIABILITY-AND-EQUITY>                 9,303,200
<SALES>                                      3,081,700
<TOTAL-REVENUES>                             3,088,900
<CGS>                                        1,418,600
<TOTAL-COSTS>                                3,986,700
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             101,900
<INCOME-PRETAX>                              (999,700)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (999,700)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (999,700)
<EPS-PRIMARY>                                    (.10)
<EPS-DILUTED>                                    (.10)
        


</TABLE>


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