U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the quarter ended August 31, 1996
[ ] 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
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
20 Red Ground Road, Old Westbury, New York 11568
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(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 September 25,
1996 (exclusive of securities convertible into common equity): 9,212,551
<PAGE>
Part I
Item 1. Business Development
In April 1988, Medi-Data International, Inc. (the "Company") ceased all
operations. When it was operating, the Company had devoted its business to
developing a program to monitor the interaction and misuse of prescription
drugs, over-the-counter medication and food supplements. For the quarters ended
August 31, 1996 and 1995 and for the years ended February 28, 1996 and 1995, the
Company had no operations or income from operations.
During the year ended February 29, 1996, the Company invested in marketable
securities which resulted in realized gains of $74,004. At February 29, 1996 all
of the marketable securities have been sold.
The company is presently seeking to acquire an operating company either for
cash, stock or a combination thereof. There are no present agreements or
understandings with respect to such an acquisition nor can there be any
assurance that the Company can make such an acquisition in the near future.
Item 2. Properties
The Company does not lease or own any properties.
Item 3. Legal Proceedings
To the Company's knowledge, there is no legal proceeding pending to which the
Company is a party or to which any of their properties is subject.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable.
<PAGE>
Part II
Item 5. Market For Common Equity and Related Stockholder Matters.
Since the Company ceased operations in April 1988, currently there is no market
for the Company's Common Stock. The Company's Common Stock is listed on the OTC
Bulletin Board under the symbol "MDAD", but no reported public trades occurred
during the six months ended August 30, 1996.
The Company has paid no dividends, either in cash or in stock. It is unlikely
that the Company will pay any dividends as it has ceased operations as of April
1988.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
The Company ceased all operations in April 1988. The Company only paid the $250
SEC filing fee for the 10Q and received $1 of interest income for the six months
ended August 31, 1996. There was no activity for the first quarter ended May 31,
1996. During the second quarter of 1995 the Company had invested in marketable
securities which resulted in an $124,381 gain on the sale of securities. The
three months ended August 31, 1995 had a net income of $117,492 with net income
for the six months ended August 31, 1995 of $ 113,641.
In 1995, the Company invested in marketable securities which resulted in a
realized gain for the year ended February 29, 1996 of $74,004. The Company had
no investments in securities for the current year. For the year ended February
28, 1996, the Company had net income of $2,665 versus a net loss of $29,192 for
the fiscal year ended February 28, 1995.
In January 1994 the Company received a loan from Terry Brooks, a principal
shareholder, of $100,000 which was repaid in July 1995 from the proceeds of the
sale of marketable securities. The loan bore interest at ten percent per annum.
In addition, Terry Brooks' IRA assumed a $25,000 loan from Marc Gold, the former
president of the company. This loan bore the same interest rate and was also
repaid in July 1995 from the proceeds of the sale of the marketable securities.
Liquidity and Capital Resources
The Company ceased all previous operations in April 1988, and for the six months
ended August 31, 1996 and 1995 the company had no operations or income from
operations. During the quarter ended August 31, 1995 the Company invested in
marketable securities and the proceeds were used to pay the shareholder loans in
full. All securities were sold by the fiscal year end of February 1996, and the
Company does not has not made any additional investments. In the previous fiscal
year, February 29, 1996 the Company realized only interest income and gain on
securities. The company had a net income for the fiscal year ended February 1996
of $2,665 and net loss for the fiscal year ended 1995 of $29,193. At August 31,
1996 and 1995 the Company has a shareholders' deficiency of $1,057,822 and $
946,596. At the end of the fiscal year, February 1996 and 1995, the Company has
a shareholders' deficiency of $1,057,572 and $1,060,235 respectively.
Item 7. Financial Statements.
The Company's financial statements are set forth herein.
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure. No disagreements or changes occurred.
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
BALANCE SHEETS
Unaudited
August 31, February 29,
1996 1996
----------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash, including money market funds of $63 $ 196 $ 845
Prepaid income taxes 293 --
Due from shareholder 5,650 6,250
----------- -----------
TOTAL ASSETS $ 6,139 $ 7,095
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Due to shareholders $ -- $ --
Accrued expenses and other current liabilities 60,793 61,500
----------- -----------
Total Current Liabilities 60,793 61,500
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIENCY IN ASSETS
Common stock, $.001 par value 50,000,000 shares authorized,
9,213,051 issued and outstanding 9,213 9,213
Additional paid-in capital 993,954 993,954
Accumulated Deficit (1,057,821) (1,057,572)
----------- -----------
Total Shareholders' Deficiency in Assets (54,654) (54,405)
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIENCY IN ASSETS $ 6,139 $ 7,095
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the three months ended
August 31,
--------------------------
1996 1995
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<S> <C> <C>
Costs & Expenses:
Selling, general and administrative, including
interest expense of 7,800 in 1995 $ 250 $ 4,550
----------- -----------
Loss before other income and state income taxes (250) (4,550)
----------- -----------
Other Income (Expenses):
Interest and dividend income 1 342
Realized gain on sale of securities 124,381
Unrealized loss on securities -- (2,252)
----------- -----------
Total Other Income (Expense) 1 122,471
Income (Loss) before state income taxes (249) 117,921
State income taxes -- 429
----------- -----------
Net Income (Loss) (249) 117,492
Accumulated Deficit - beginning (1,057,572) (1,064,088)
----------- -----------
Accumulated Deficit - end $(1,057,821) $ (946,596)
=========== ===========
Income (Loss) per share $ 0.00 $ 0.01
=========== ===========
Primary and Fully Diluted Shares 9,212,551 9,212,551
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the Six Months Ended
August 31,
---------------------------
1996 1995
----------- -------------
<S> <C> <C>
Costs & Expenses:
Selling, general and administrative, including
interest expense of 7,800 in 1995 $ 250 $ 8,806
----------- -----------
Loss before other income and state income taxes (250) (8,806)
----------- -----------
Other Income (Expenses):
Interest and dividend income 1 854
Realized gain on sale of securities 124,381
Unrealized loss on securities -- (2,252)
----------- -----------
Total Other Income (Expense) 1 122,983
Income (Loss) before state income taxes (249) 114,177
State income taxes -- 536
----------- -----------
Net Income (Loss) (249) 113,641
Accumulated Deficit - beginning (1,057,572) (1,060,237)
----------- -----------
Accumulated Deficit - end $(1,057,821) $ (946,596)
=========== ===========
Income (Loss) per share $ 0.00 $ 0.01
=========== ===========
Primary and Fully Diluted Shares 9,212,551 9,212,551
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED AUGUST 31,
-----------------------------------
1996 1995
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<S> <C> <C>
Cash flows from operating activities
Net Income (Loss) $ (249) $ 113,641
Adjustments to reconcile net income to net cash provided by
(used in) operating activities
(Increase) Decrease In:
Prepaid income taxes (293)
Other Assets 600 (6,250)
Marketable Securities (96,540)
Increase (decrease) in:
Accrued expenses and other current liabilities (707) 35,760
--------- ---------
Net cash used in operating activities (649) 46,611
Cash flows from financing activities:
Net proceeds from the issuance of common stock 25,000
Repayment of shareholders' loans -- (125,000)
--------- ---------
Net cash used in financing activities 0 (100,000)
--------- ---------
Net increase (decrease) in cash and cash equivalents (649) (53,389)
Cash and cash equivalents - beginning 845 58,476
--------- ---------
Cash and cash equivalents - end $ 196 $ 5,087
========= =========
</TABLE>
<PAGE>
MEDI-DATA INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED AUGUST 31, 1996 AND 1995
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company is not actively engaged in any trade or business. The
financial statements of the Company are presented on a condensed basis.
In the opinion of management, the accompanying unaudited financial
information contains all the necessary adjustments to fairly present
the financial position of the Company as of May 31, 1996 and 1995 and
for the periods then ended. The financial statements should be read in
conjunction with the audited financials and the related notes thereto
included in the Company's 10-K for the year ended February 29, 1996, as
previously filed with the Securities and Exchange Commission.
PER SHARE DATA
Loss per share is based on the weighted average number of shares of
common stock outstanding during each period.
<PAGE>
Part III
Item 9. Directors, Executive Officers, Promoters and Control Person; Compliance
with Section 16(a) of the Exchange Act.
The following table sets forth information as of September 25, 1996 with respect
to the officers and directors of the Company:
Year First Appointed
Name Age Director Office Held
- ---- --- -------- -----------
Terry Brooks 42 1994 President
Gary Nadelman 44 1996 Secretary
The term of office of each of the above directors, pursuant to the By-laws of
the Company, will continue until the next Annual Meeting of Shareholders and
until their respective successors are elected and qualified.
TERRY BROOKS is President and a director of the Company. Ms. Brooks has been
President of the company since September 27, 1994 when Marc Gold resigned. Ms.
Brooks has served as a director of the Company since January 24, 1994 when she
became a principal shareholder of the Company. Ms. Brooks for more than the past
six years has been principally engaged in management of her personal
investments.
GARY NADELMAN is Secretary and a director of the Company. Mr. Nadelman has been
the president of Synari Inc., of New York, NY, a privately held manufacturer of
women's sportswear and other apparel, for more than five years.
Item 10. Executive Compensation.
No officer or director of the Company received compensation as salary during the
six months ended August 31, 1991 and 1995 nor during the fiscal years ended
February 28, 1996 and 1995.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth the beneficial ownership of the Company's common
stock as of September 16, 1996 for each person known by the Company to
beneficially own more than five percent of the shares of the outstanding Common
Stock, each of the Company's directors, and the executive officers listed in
Item 9.
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
as a Group (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.
Item 12. Certain Relationship and Related Transactions.
As noted in Item 6 the principal shareholder, Terry Brooks loaned to the Company
$100,000 in January 1994, bearing interest at the rate of ten percent per annum
which was subsequently repaid in July of 1995. Ms. Brooks' IRA assumed a $25,000
loan from Marc Gold, the former president of the company. This loan was at the
same interest rate and was also repaid in July 1995.
<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: September 25, 1996 MEDI DATA INTERNATIONAL, INC.
/S/ TERRY BROOKS
------------
Terry Brooks
President
<TABLE> <S> <C>
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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> AUG-31-1996
<CASH> 196
<SECURITIES> 0
<RECEIVABLES> 5,650
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,139
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<TOTAL-ASSETS> 6,139
<CURRENT-LIABILITIES> 60,793
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0
0
<COMMON> 9,213
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<TOTAL-LIABILITY-AND-EQUITY> 6,139
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<OTHER-EXPENSES> 250
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<NET-INCOME> 249
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</TABLE>
