MEDI DATA INTERNATIONAL INC
10KSB/A, 1996-08-19
MISCELLANEOUS RETAIL
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               Form 10-KSB/A NO. 2



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 [Fee Required]

                   For the fiscal year ended February 28, 1995

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES   EXCHANGE   ACT  OF  1934  [No  Fee Required]

                For the transition period from_______ to________ 
                                   
                         Commission File No. 2-88678-NY

                          MEDI-DATA INTERNATIONAL, INC. 
                 (Name of small business issuer in its charter)
 
       New York                                          11-2653474
(State or other jurisdiction                      (I.R.S. Employer 
of incorporation)                                 Identification No.)

                20 Red Ground Road, Old Westbury, New York 11568
                    (Address of principal executive offices)

                    Issuer's telephone number: (516) 997-1155
       Securities registered under Section 12(b) of the Exchange Act: None
         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 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 [    ]


Number of shares outstanding of the issuer's common equity, as of August 1, 1996
      (exclusive of securities convertible into common equity): 9,212,551

<PAGE>
This filing Form  10-KSB/A  No. 1 amends the Annual  Report on Form 10-KSB dated
May 26, 1995 of Medi-Data  International  Inc. (the  Company).  The  undersigned
Registrant hereby amends the following items, financial statements,  exhibits or
other  portions  of such  report on Form  10-KSB  dated May 26,  1995 (The "Form
10-KSB"), as set forth below:

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

The Company  ceased all  operations  in April 1988.  At the end of the Company's
fiscal year in February 1995, the Company had a shareholder deficiency in assets
of $29,192.  The Company has a loan  agreement  with Terry  Brooks,  a principal
shareholder,  to lend up to $100,000 to the Company. In January 1994, concurrent
with a change of ownership,  Terry Brooks,  principal  shareholder and director,
loaned the Company  $100,000.  This loan bears  interest at 10% per annum and is
secured by  substantially  all the assets of the  Company.  In  addition,  Terry
Brooks' IRA assumed a $25,000 loan from Marc Gold,  the former  president of the
Company.  This loan is at the same interest rate. The proceeds of the loans were
used to prepay outstanding  indebtedness to former shareholders.  The loans have
been extended and are due July 1996.


Item  11. Security Ownership of Certain Beneficial Owners and Management.

The  following  table shows with  respect to each officer and director and as to
each shareholder  owning more than 5% of the Company's Common Stock beneficially
owned by them as of August 1, 1996.

Name of Individual                    No. of Shares            % of Outstanding
Or Identity of Group                     Owned (1)               Common Stock

Terry Brooks                             5,500,000 (2)                60%

Terry Brooks IRA                         2,500,000                    27%
=====

All Officers and Directors (2 people)    5,500,000 (2)                60%

(1) - Based on the  information  furnished by the beneficial  owners.  Except as
otherwise indicated herein, each beneficial owner has sole voting power and sole
investment power with respect to all shares owned.

(2) - Includes  3,000,000  shares held by Ms.  Brooks as custodian for her minor
children.
<PAGE>

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed by the
undersigned, thereunto duly authorized.

Dated:  August 1, 1996                            MEDI DATA INTERNATIONAL, INC.


                                                  /S/ TERRY BROOKS
                                                  Terry Brooks, President



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          FEB-28-1995
<PERIOD-END>                               FEB-28-1995
<CASH>                                          58,476
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                58,476
<PP&E>                                         140,546
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  58,476
<CURRENT-LIABILITIES>                          140,546
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         9,150
<OTHER-SE>                                     969,017
<TOTAL-LIABILITY-AND-EQUITY>                    58,476
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                   11,434
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              15,251
<INCOME-PRETAX>                               (28,962)
<INCOME-TAX>                                       231
<INCOME-CONTINUING>                           (29,193)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (29,193)
<EPS-PRIMARY>                                  (.01)
<EPS-DILUTED>                                  (.01)
        

</TABLE>


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