MEDICAL DYNAMICS INC
10QSB/A, 1999-01-15
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                FORM 10-QSB / A1

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

For the quarterly period ended December 31, 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 February 10, 1997 is 9,575,736 shares, $.001 par value.


<PAGE>

                                                      
                          PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements.

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

ASSETS                                               December        September
                                                     31, 1997         30, 1997
                                                   -----------      -----------
CURRENT ASSETS
    Cash and equivalents                           $ 1,179,300      $   836,400
  Restricted cash                                       50,000           50,000
    Trade receivables, less
     allowance for doubtful
     accounts of $25,000 and $5,000                    638,200          127,500
    Inventories                                        610,900          683,400
    Prepaid expenses                                   134,600           15,700
                                                   -----------      -----------

        Total Current Assets                         2,613,000        1,713,000
                                                   -----------      -----------

PROPERTY AND EQUIPMENT
    Demonstration equipment                            306,400          296,700
    Machinery and equipment                            363,200          334,300
  Furniture and fixtures                               236,600          221,300
    Leasehold improvements                              54,500           54,500
                                                   -----------      -----------
                                                       960,700          906,800
    Less accumulated deprecia-
      tion and amortization                           (843,600)        (830,600)
                                                   -----------      -----------
        Property and Equipment, Net                    117,100           76,200
                                                   -----------      -----------

OTHER ASSETS
  Software development
   costs net of accumulated
   amortization of $101,100                          2,747,500             --
  Non-compete agreement net of
   accumulated amortization of $16,600                 182,600             --
  Technical support
   contracts net of accumulated
   Depreciation of $74,200                           1,410,300             --
  Goodwill, net of accumulated
   amortization of $18,800                           1,110,500             --
  Patents, patents pending and
      trademarks, net of accumulated
      amortization of $738,600
      and $734,300                                      56,900           49,700
    Inventories                                         32,000           32,000
  Other                                                 22,600           46,000
                                                   -----------      -----------
        Total Other Assets                           5,562,400          127,700
                                                   -----------      -----------

TOTAL ASSETS                                       $8,292,500        $1,916,900
                                                   ==========        ==========

                 See Notes to Consolidated Financial Statements.
                                      -2-

<PAGE>


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

LIABILITIES AND STOCKHOLDERS' EQUITY
                                                   December         September
                                                   31, 1997          30, 1997
                                                 ------------      ------------
CURRENT LIABILITIES
    Accounts payable                             $    389,100      $    297,600
    Accrued expenses                                  139,200            61,100
    Warranty reserve                                   11,000            11,000
  Notes payable-related parties                       376,700              --
  Deferred revenue                                    376,500              --
    Accrued income taxes                              129,000              --
                                                 ------------      ------------
      Total Current Liabilities                     1,421,500           369,700
                                                 ------------      ------------

LONG TERM LIABILITIES
 Convertible debenture                              1,100,000              --
 Other long term liabilities                           34,100              --
                                                 ------------      ------------
      Total Long Term Liabilities                   1,134,100              --

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 9,255,736
      and 7,627,300 shares                              9,300             7,600
    Additional paid-in capital                     23,319,100        18,811,100
    Accumulated deficit                           (17,591,500)      (17,271,500)
                                                 ------------      ------------
        Total Stockholders= Equity                  5,736,900         1,547,200
                                                 ------------      ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                             $  8,292,500      $  1,916,900
                                                 ============      ============


                 See Notes to Consolidated Financial Statements.

                                      -3-

<PAGE>

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

                                                         Quarter Ended
                                                          December 31,
                                               --------------------------------
                                                   1997                1996
                                               -----------          -----------
Medical & Dental sales                         $   505,800          $   197,600
Cost of goods sold                                 436,100              145,300
                                               -----------          -----------
    Gross profit                                    69,700               52,300

Software sales                                   1,003,600                 --
Cost of goods sold                                 266,700                 --
                                               -----------          -----------
    Gross profit                                   736,900                 --

Other operating
  revenue                                              500                6,900
                                               -----------          -----------

Operating expenses:
 Selling, general and
  administrative                                 1,057,800              328,700
 Depreciation and
  amortization                                      54,300               38,800
  Research and
    development                                      4,100               32,300
                                               -----------          -----------
  Total Operating Exp                            1,116,200              399,800
                                               -----------          -----------

Operating Loss                                    (309,100)            (340,600)
                                               -----------          -----------

Other income/(expense)
  Interest income                                   13,900               11,100
  Interest expense                                 (24,700)                (500)
  Other income/(expense)                           (10,800)              10,600
                                               -----------          -----------
Net loss                                       $  (319,900)         $  (330,000)
                                               ===========          ===========

Earnings per share                             $     (0.04)         $     (0.05)
                                               ===========          ===========

Weighted average
 number of shares
 outstanding                                     8,866,000            7,309,000
                                               ===========          ===========



                 See Notes to Consolidated Financial Statements.

                                      -4-

<PAGE>



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

                                                 Three Months Ended December 31,
                                                 -------------------------------
                                                      1997              1996
                                                 ------------       ------------
Cash Flows From Operating
 activities:
 Net Loss                                         $  (319,900)      $  (330,000)
Adjustments to reconcile net loss
 to net cash used in operating
 activities:
Depreciation                                           87,200            25,700
Amortization                                          145,500            13,100
Fair value Common Stock Options                        13,600
Changes in operating assets
 and liabilities, net of effects
 from purchase of CADI:
  Decrease (increase)in:
   Trade receivable                                  (262,200)           41,700
   Inventories                                        103,100           (80,000)
   Prepaid expenses                                    (5,200)             --
  Increase (decrease) in:
   Accounts payable                                   (17,200)         (108,900)
   Accrued expenses                                     8,000              --
   Deferred revenue                                    18,100              --
   Accrued royalties                                     --              30,000
                                                  -----------       -----------
Net cash used in operating
 activities                                          (242,600)         (394,800)
                                                  -----------       -----------

Cash Flows From Investing
  activities:
 Increase in intangible assets                         (8,400)           (4,000)
 Loss on disposal of
  demonstration equipment                                --              41,600
 Payment for acquisition of CADI                     (379,200)             --
 Additions to patents                                 (18,300)             --
 Purchase of property and
  equipment                                           (24,500)          (38,500)
 Deposits and other                                      --              (4,900)
                                                  -----------       -----------
Net Cash used in
 investing activities                                (430,400)           (5,800)
                                                  -----------       -----------

Cash Flows from Financing
  activities:
 Proceeds from exercise of
  options to purchase common stock                     29,600           441,400
 Net proceeds from issuance
 of convertible debenture                             986,300              --
                                                  -----------       -----------
                                                    1,015,900           441,400
                                                  -----------       -----------
Net Increase in Cash and
 Equivalents                                          342,900            40,800
Cash and Equivalents
 Beginning of period                                  836,400           993,200
                                                  -----------       -----------

                                      -5-
<PAGE>



Cash and Equivalents
 end of period                                    $ 1,179,300       $ 1,034,000
                                                  ===========       ===========

Supplemental Disclosures of
  Cash Flow Information:
 Cash paid for interest                           $      --         $       500
                                                  ===========       ===========

Supplemental Schedule of
  Noncash Investing and
  Financing Activities:
 Demonstration equipment
  transfers from inventories                      $      --         $   102,000
 Common stock issued for
  acquisition of CADI                               4,480,000              --
 Notes payable for
  acquisition of CADI                                 372,000              --
    (net of discount)
Debt issuance costs incurred
  for convertible debenture                           113,700              --














                 See Notes to Consolidated Financial Statements

                                      -6-


<PAGE>



                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES
                   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 MEDY's  September  30, 1997 Form  10-KSB.  The
results of operations  for the periods ended  December 31, 1997 and December 31,
1996 are not necessarily indicative of operating results for the full years.

     In October  1997,  the company  completed the  acquisition  of Computer Age
Dentist,  Inc.  (CADI).  Accordingly  the  accompanying  statement of operations
includes the accounts of CADI beginning October 1, 1997.

     The  Consolidated  Financial  Statements  and other  information  furnished
herein  reflect all  adjustments  which are, in the opinion of the 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

     For the three months ended  December 31, 1997 and 1996,  basic earnings per
share was calculated based upon the weighted  average common shares  outstanding
of 8,866,000 and  7,309,000,  respectively.  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, 1997
MEDY had  1,103,000 of vested  common stock  options  outstanding.  Total common
stock options outstanding (including both vested and unvested) were 2,988,000 at
December 31, 1997.

NOTE 3.  INCOME TAXES

     Under the provisions of the Internal  Revenue Code,  MEDY has available net
operating  loss  and  research  and  development  tax  credit  carryforwards  of
approximately  $18,000,000 and $170,000,  respectively,  which expire in varying
amounts from 1998 through 2011.

     The net  operating  loss and  business tax credit  carryforwards  described
above give rise to a deferred tax asset of approximately $7,300,000.  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 SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)




NOTE 4.  INVENTORIES

     Inventories consist of the following at December 31, 1997 and September 30,
1997:

                                          December 31,            September 30,
                                              1997                    1997
                                          -----------             -------------
Raw materials, purchased and
 replacement parts                        $  848,500               $ 723,900
Finished goods                               420,800                 422,300
Work in process                              (69,600)                126,000
Allowance for obsolescence                  (556,800)               (556,800)
Less inventory classified
 as long term                                (32,000)                (32,000)
                                          ----------               ---------
                                          $  610,900               $ 683,400
                                          ==========               =========

At December 31, 1997 medical products  inventories  have decreased  $103,100 and
increased  $30,600 due to the purchase of CADI for a net  inventory  decrease of
$72,500 or 10.1%.  Management  continues  its  efforts to reduce  inventory  and
inventory  carrying costs while maintaining  enough inventory to meet production
demand.

NOTE 5. DEFERRED REVENUE

     Deferred  revenue  primarily   represents  payments  received  on  deferred
maintenance  contracts that has not been earned.  The amounts are amortized into
revenue on a monthly basis using the  straight-line  method over the life of the
contract.

     Costs for maintenance and customer  support are charged to expense when the
related revenue is recognized or when those costs are incurred, whichever occurs
first.

                                      -8-
<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES

Note 6. Prior Period Adjustment

     The 1998 financial  statements  reflect the revaluation of the common stock
issued as  consideration  for three  acquisitions  that were completed in fiscal
1998.  The impact of this  revaluation  was to  increase  stockholders'  equity,
software development costs, and goodwill. The revaluation also increased the net
loss due to higher  amortization  expense.  The  valuation  of the common  stock
reflected in the Company's 1998 interim financial  statements was based upon the
report of an independent valuation expert.  However,  based on comments recently
received from the  Securities and Exchange  Commission,  the value of the shares
issued in each of the acquisitions was increased.

     The  Company  has also  recognized  discounts  on the debt  incurred in the
acquisitions due to below market interest rates.

     The impact of the  revaluation on the Company's  1998  quarterly  financial
statements is summarized as follows:


                               Originally              As
                                Reported            Restated          Change
                                --------            --------          ------

Current Assets                 $2,613,000         $2,613,000          $    --
Long-term Assets                5,235,000          5,679,500           444,500
Current Liabilities             1,444,800          1,421,500           (23,300)
Long-term Liabilities           1,134,100          1,134,100               --
Stockholders' Equity            5,269,100          5,736,900           467,800

Net Loss                       $(307,700)         $(319,900)           (12,200)

Net Loss Per Share             $   (0.03)         $   (0.04)          $  (0.01)

                                      -9-

<PAGE>

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, 1997, (see MEDY's form 10-KSB dated September 30, 1997 and the  accompanying
audited financial  statements),  MEDY has suffered recurring losses and negative
cash  flows  from  operations.   Without   significant  sales  increases,   MEDY
anticipates  negative cash flow from  operations for fiscal 1998.  MEDY believes
that its existing capital  resources are sufficient for the current fiscal year,
and the MEDY is not  seeking any  additional  debt or equity  financing  at this
time. However there are 1,103,000 vested common stock options  outstanding as of
December 31, 1997, and if exercised (of which there can be no assurance),  these
options would provide additional working capital to MEDY.

     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 actual results in future periods to differ  materially  from
forecasted results.  These risks and uncertainties  include, among other things,
product  demand,  market  competition,  risks  inherent in MEDY'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.  (December 31, 1997 as compared to September 30, 1997)
During the three month  period ended  December 31, 1997,  the MEDY's net working
capital decreased approximately $151,800. Principal changes in the components of
net working capital for the fiscal quarter ended December 31, 1997 consist of:

                                     December     September      W/C
                                    31, 1997      30, 1997      Effect
                                    --------      --------      ------

Cash & Equivalents                 $1,229,300     $ 886,400    $342,900
Trade Receivables                     638,200       127,500     510,700
Inventories                           610,900       683,400     (72,500)
Pre-paids                             134,600        15,700     118,900
                                   ----------     ---------    --------
Current Assets:                     2,613,000     1,713,000     900,000

Accounts Payable                      389,100       297,600      91,500
Accrued Expenses                      139,200        61,100      78,100
Warranty Reserve                       11,000        11,000           0


Notes payable-
  related parties, net                376,700           --      376,700


                                      -10-

<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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


Deferred revenue                     376,500             --       376,500
Accrued taxes                        129,000             --       129,000
                                  ----------     ----------     ---------
Current Liabilities:               1,421,500        369,700     1,051,800

Working Capital:                  $1,191,500     $1,343,300     $(151,800)
                                  ==========     ==========     =========

     Working  capital  decreased  during  the first  quarter  of fiscal  1998 by
$151,800.  The components of the decrease in working capital  included  negative
cash flow from  operations  of  $242,600,  payment  of the cash  portion  of the
consideration  for the  acquisition  of Computer  Age  Dentist,  Inc.  (CADI) of
$379,200, and other capital expenses incurred by MEDY during the quarter.

     Offsetting  the  expenditures  of  cash  for  operations  and in  investing
activities,  MEDY raised net proceeds of $986,300  from the sale of a $1,100,000
convertible  debenture  during the first  quarter,  as well as proceeds from the
exercise of options held by employees which provided  additional working capital
to MEDY.

     The  acquisition  of CADI and the  placement of the  convertible  debenture
during the first quarter of fiscal 1998 were  extraordinary  transactions  which
have no parallel in prior periods. Do to the fundamental requirement for MEDY to
achieve a positive cash flow from operations and net income,  MEDY will continue
reviewing  expenses,   reviewing  and  improving  product  profit  margins,  and
increasing  revenues from the sale of products with higher profit margins. In an
effort to increase sales  revenues from  higher-margin  products,  MEDY acquired
CADI in October 1997 and completed the  acquisition of Information  Presentation
Systems,  Inc.,  of  Marietta,  Georgia  (IPS) on  February  6,  1998.  The CADI
acquisition  and the IPS  acquisition  are  expected to  substantially  increase
MEDY=s revenues.

     To continue MEDY'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.
The Company also entered into a revised  license  agreement with Dr. Edwin Adair
during fiscal 1997 resulting in reduced patent  maintenance and other associated
costs.

    Although the acquisition of CADI and IPS has resulted in (and is expected to
continue  to  generate)  significant  increases  in  revenues to MEDY during the
current fiscal year, MEDY still  anticipates  negative cash flow from operations
during fiscal 1998.  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,  MEDY's  ability to fund its  operations  will be
dependent  upon achieving  profitability  and in generating a positive cash flow
from operations. Unless MEDY is able to increase sales revenues, and achieve and
maintain  profitability  during  fiscal  1998,  MEDY may be  facing  significant
working  capital  shortages  beginning  in  fiscal  year  1999.  There can be no
assurance that the MEDY will be able to achieve this goal.

                                      -11-



<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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


     MEDY believes that its existing  capital  resources are  sufficient for the
current  fiscal  year  and  the  only  significant  capital  expenditure  is  in
association  with  MEDY's  acquisition  of  Information   Presentation  Systems,
Inc.(IPS).  MEDY  entered  into a  non-binding  letter of intent to acquire IPS,
dated  January 5, 1998.  The closing  took place on  February  6, 1998,  with an
effective  date of February 1, 1998.  In its eight year  history,  IPS has grown
into one of the nation's largest suppliers of customized  multimedia systems for
use in a variety of dental operatory environments.  IPS has been involved in the
development  and  marketing of several  dental  technology  products,  including
intra-oral  video  cameras,  video and computer image storage  systems,  patient
management systems,  and digital radiography and micoabrasion  instruments.  For
the period ended December 31, 1997, IPS is estimated to have achieved  unaudited
gross  revenues  of  approximately  $3  million.  Medical  Dynamics  intends  to
consolidate  IPS with its newly  acquired  Computer  Age  Dentist,  Inc.  (CADI)
subsidiary.  The resulting entity will handle the sale,  installation,  training
and  follow-up  support  for the  expanded  line of  dental  products.  With the
completed  purchase of IPS,  CADI will offer a broad  range of products  for the
dental industry,  including  practice  management  software,  electronic  claims
processing,   image  capture  software,   intra-oral  cameras,   multi-operatory
video/digital  networks and digital x-ray systems.  MEDY's goal is to become the
"Single Source Technology Solution" for dental practices moving into the complex
digital/computer  age. Although as noted,  Management  believes that, even after
the  acquisition of IPS, MEDY has sufficient  capital  resources for the current
fiscal year and beyond, MEDY is reviewing other possible acquisition  candidates
and, if MEDY seeks to  complete  another  acquisition  (of which there can be no
assurance), MEDY may need additional capital. MEDY is not seeking any additional
capital  at this  time,  and there can be no  assurance  that MEDY will  attempt
another  acquisition  or that if MEDY  needs  additional  financing,  it will be
available on reasonable terms, if at all. MEDY is not seeking additional debt or
equity capital at this time,  although  there are 1,103,000  vested common stock
options  outstanding  as of December 31, 1997,  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 $4.00  per  share  and at  February  9, 1998 the price of the
MEDY's  common stock was  approximately  $2.88.  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.

                                      -12-

<PAGE>


                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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

     Results of Operations. As an aid to understanding MEDY'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 three month periods ended December 31, 1997 and 1996 and the
percentage changes in those items for the same periods.

<TABLE>
<CAPTION>


            As a percent of
             total revenue
             for the three                                                     Percentage
             month period                                                      change from
            ended Dec. 31,                                                    the prior years'
         1997          1996         Revenue/Expense Items                    comparable period
         ----          ----         ---------------------                    -----------------

        <S>            <C>           <C>                                      <C>   
         33.5%         100.0%       Medical /Dental Sales                         156.0%
        (28.9%)        (73.5%)      COGS Medical                                  200.1%
          4.6%          26.5%       Gross Profit Medical                           33.3%
         66.5%           0.0%       Software Sales                                100.0%
        (17.7%)          0.0%       COGS Software                                 100.0%
         48.8%           0.0%       Gross Profit Software                         100.0%
          0.0%           3.5%       Other Operating Revenue                       (92.8%)
         70.1%         166.3%       Selling, General and Administrative           221.8%
          3.6%          19.6%       Depreciation and Amortization                  20.6%
          0.3%          16.3%       Research and Development                      (87.3%)
          0.9%           5.6%       Interest Income                                25.2%
          1.6%           0.3%       Interest Expense                            3,900.0%
        (20.4%)       (167.0%)       Net Loss                                      (6.8%)

</TABLE>

     Revenue.  Medical and dental sales for the three months ended  December 31,
1997 and 1996 were  $505,800  and  $197,600,  respectively,  for an  increase of
$308,200 or 156.0%.  Overall  medical  sales were up $33,000 or 45.1% and dental
sales were up $274,000 or 217.5%.  MEDY has closed on the  acquisition of IPS as
of  February  6, 1998 and it should be noted  that  approximately  70% of MEDY=s
dental  camera sales for the three  months ended  December 31, 1997 were made to
IPS. Foreign market sales are negligible at less than 2% of total net sales.

                                      -13-

<PAGE>

                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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

      Sales attributable to CADI totaled $1,003,600 for the period. Please refer
to the schedule below for a more detailed breakdown of revenues. On June 2, 1997
MEDY 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
intra-oral  dental camera and for MEDY to be the exclusive  manufacturer  of the
product.  Development is currently  ongoing with  completion of development  and
delivery of product  scheduled for April 1998. No assurances  can be given as to
the  success of the  development  program or as to the  subsequent  purchase  of
products by Digital Doc, Inc.

                                    December          December
                                    31, 1997          31, 1996
                                   ----------         ---------  
Medical Sales                      $  105,800         $  73,000
Dental Sales                          400,000           126,000
Software Sales                        601,400                --
Hardware Sales                         82,000                --
Support                               287,600                --
Electronic Billing                     35,600                --
                                    ---------         ---------
 Total Revenue:                    $1,509,400         $ 197,600
                                   ==========         =========


     Cost of Goods Sold.  Cost of goods sold for the three months ended December
31,  1997 and 1996 as a percent of net sales were 28.9% and 73.5%  respectively,
for medical and dental sales.  The percentage drop is due to the dilutive effect
of Computer Age Dentist  sales.  Cost of goods sold is  calculated  at 86.2% for
medical and dental  products  for the quarter  ended  December  31,  1997.  This
adjusted  COGS  increase as a percent of net  revenue is due to the  increase in
sales  of lower  margin  dental  cameras  and  dental  camera  accessories  as a
percentage of product sales.

     The COGS for software as a percent of net revenue is 17.7%, as a percent of
software  sales it is 26.6% for a gross margin  percentage  of 73.4%.  The major
components  of CADI  cost of goods  sold is the  depreciation  and  amortization
expense  attributable to software development costs of $2,848,600 amortized over
7 years,  or  $101,100,  for the period;  and  technical  support  contracts  of
$1,484,500 depreciated over 5 years, or $74,200, for the period.

                                      -14-

<PAGE>


                     MEDICAL DYNAMICS, INC. AND SUBSIDIARIES


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

     Selling,  General and Administrative  Expenses (S,G&A).  S,G&A expenses for
the three months ended December 31, 1997 and 1996 were  $1,057,800 and $328,700,
respectively, for an increase of $729,100 or 221.8%. The acquisition of CADI and
it=s  related  expense  stream  accounts  for  $651,700  of this  variance.  The
remaining  variance  of  $77,400  over the same  three  month  period of 1996 is
attributed to the increased  S,G&A costs  associated  with a 156.0%  increase in
medical and dental sales for the same period.

     Depreciation and Amortization.  Depreciation and amortization for the three
months  ended   December  31,  1997  and  1996  totaled   $54,300  and  $38,800,
respectively, for an increase of $15,500 or 39.9%. The CADI portion accounts for
$39,400 of this variance. The remaining variance is a decrease of $23,900 due to
the retirement of demonstration and loaner equipment in fiscal 1997.

     Research and Development  Costs (R&D).  For the three months ended December
31, 1997 and 1996 R & D expenses  were $4,100 and  $32,300  respectively,  for a
decrease of $28,200 or  87.3%.The  Registrants  policy is to fund  research  and
development as it deems appropriate to maintain or gain a competitive advantage.

     Interest Income and Expense.  Interest income is a function of current cash
invested for the period; the balances for December 31, 1997 and 1996 was $13,900
and $11,100  respectively.  Interest expense for the three months ended December
31,  1997 and 1996 was  $24,700  and  $500,  respectively,  for an  increase  of
$24,200.  The components of interest  expense are,  interest on notes payable to
related  parties  for the CADI  acquisition  of $2,667 per month for two months,
interest on the  convertible  debenture of $7,333 per month for two months,  and
amortization of debt discount of $4,700.


                           PART II - OTHER INFORMATION



Item 5.   Other Information.

          None

                                      -15-

<PAGE>



ITEM 6.   Exhibits and Reports on Form 8-K

          (a)     Exhibits:

                  27.  Financial data schedule.


          (b)     Reports on Form 8-K:  Filed,  dated October  23,1997,
                  October 31, 1997 and January 5, 1998.


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: January 12, 1999               /s/ Van A. Horsley
                                     -------------------------------------------
                                     Van A. Horsley, President,  Principal
                                     Executive Officer, and Principal Financial
                                     Officer


                                      -16-


<TABLE> <S> <C>


<ARTICLE> 5
<RESTATED> 
       
<S>                                          <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                          SEP-30-1998
<PERIOD-END>                               DEC-31-1997
<CASH>                                       1,179,300
<SECURITIES>                                    50,000
<RECEIVABLES>                                  663,200
<ALLOWANCES>                                  (25,000)
<INVENTORY>                                    610,900
<CURRENT-ASSETS>                             2,613,000
<PP&E>                                         960,700
<DEPRECIATION>                               (843,600)
<TOTAL-ASSETS>                               8,292,500
<CURRENT-LIABILITIES>                        1,421,500
<BONDS>                                      1,134,100
                                0
                                          0
<COMMON>                                         9,300
<OTHER-SE>                                   5,727,600
<TOTAL-LIABILITY-AND-EQUITY>                 8,292,500
<SALES>                                      1,509,400
<TOTAL-REVENUES>                             1,523,800
<CGS>                                          702,800
<TOTAL-COSTS>                                1,854,500
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              24,700
<INCOME-PRETAX>                              (319,900)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (319,900)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (319,900)
<EPS-PRIMARY>                                    (.04)
<EPS-DILUTED>                                    (.04)
        


</TABLE>


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