<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[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 29, 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
(State or other jurisdiction of incorporation) (I.R.S. Employer
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 May 28, 1996
(exclusive of securities convertible into common equity) : 9,212,551
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PART 1
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 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.
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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 fiscal year ended February 29, 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, however in 1995, the Company
invested in marketable securities which resulted in a realized gain for the year
ended February 29, 1996 of $74,004. For the fiscal 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, David Brooks' IRA
(related party) 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 realized only
interest income and gain on securities in the current period. 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 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 immediately following
the signature page of this report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
No disagreements or changes occurred.
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MEDI-DATA INTERNATIONAL, INC.
FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS' REPORT
YEARS ENDED
FEBRUARY 28, 1996 AND 1995
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CONTENTS
Page
----
INDEPENDENT AUDITORS' REPORTS F-1
FINANCIAL STATEMENTS:
Balance Sheets F-2
Statements of Operations F-3
Statements of Shareholders' Deficiency in Assets F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
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INDEPENDENT AUDITORS' REPORT
The Board of Directors of
Medi-Data International, Inc.
We have audited the accompanying balance sheets of Medi-Data International, Inc.
as of February 28, 1996 and 1995 and the related statements of operations,
shareholders' deficiency in assets and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Medi-Data International, Inc.
as of February 28, 1996 and 1995, and the results of its operations and cash
flows for the years then ended, in conformity with generally accepted accounting
principles.
Capraro, Centofranchi, Kramer & Co., P.C.
South Huntington, New York
May 16, 1996
F-1
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MEDI-DATA INTERNATIONAL, INC.
BALANCE SHEETS
February 28,
--------------------------
1996 1995
----------- -----------
ASSETS
CURRENT ASSETS
Cash, including money market funds of $63
and $58,050 in 1996 and 1995, respectively $ 845 $ 58,476
Due from shareholder 6,250 -
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TOTAL ASSETS $ 7, 095 $ 58,476
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----------- -----------
LIABILITIES AND SHAREHOLDERS' DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Due to shareholders $ - $ 125,000
Accrued expenses and other current
liabilities 61,500 15,546
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Total Current Liabilities 61,500 140,546
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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 9,150
Additional paid-in capital 993,954 969,017
Accumulated Deficit (1,057,572) (1,060,237)
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Total Shareholders' Deficiency in Assets (54,405) (82,070)
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIENCY IN ASSETS $ 7,095 $ 58,476
----------- -----------
----------- -----------
See accompanying notes to financial statements.
F-2
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MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
For the years ended
--------------------------
February 28,
--------------------------
1996 1995
----------- -----------
Costs & Expenses:
Selling, general and administrative,
including interest expense of
$ 8,502 and $15,251 in 1996 and 1995,
respectively $ 71,747 $ 11,434
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Loss before other income and state
income taxes (71,747) (11,434)
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Other Income (Expenses):
Realized gain (loss) on sale of
marketable securities 74,004 (21,345)
Interest and dividend income 1,365 3,817
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Total Other Income (Expenses) 75,369 (17,528)
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Income (Loss) before state income taxes 3,622 (28,962)
State income taxes 957 231
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Net Income (Loss) $ 2,665 $ (29,193)
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Income (Loss) per share $ 0.0003 $ (0.0032)
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See accompanying notes to financial statements.
F-3
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MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF SHAREHOLDERS' DEFICIENCY IN ASSETS
FOR THE YEARS ENDED FEBRUARY 28, 1996 AND 1995
<TABLE>
<CAPTION>
Capital
Common Shares in excess Total
------------------------ of par Accumulated Shareholders'
Shares Amount value Deficit Equity
------ ------ ----- ------- ------
<S> <C> <C> <C> <C> <C>
Balance, February 28, 1994 9,170,051 $ 9,170 $972,997 $(1,031,044) $(48,877)
Surrender and retirement of common shares
previously issued in lieu of payment for
legal services (20,000) (20) (3,980) (4,000)
Net loss for the year ended February 28, 1995 - - - (29,193) (29,193)
--------- ------- -------- ----------- --------
Balance, February 28, 1995 9,150,051 9,150 969,017 (1,060,237) (82,070)
Issuance of common stock 62,500 63 24,937 25,000
Net income for the year ended February 29, 1996 - - - 2,665 2,665
--------- ------- -------- ----------- --------
Balance, February 29, 1996 9,212,551 $ 9,213 $993,954 $(1,057,572) $(54,405)
--------- ------- -------- ----------- --------
--------- ------- -------- ----------- --------
</TABLE>
See accompanying notes to financial statements.
F-4
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MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
For the years ended
--------------------------
February 28,
--------------------------
1996 1995
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss) $ 2,665 $(29,193)
Adjustments to reconcile net income to net
cash provided by operating activities:
Realized (gain) loss on sale of marketable
securities (74,003) 21,345
Net proceeds from trading securities 74,003
Common stock issued in lieu of payment
for professional fees - (4,000)
Increase (decrease) in:
Accrued expenses and other current
liabilities 45,953 10,224
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Net cash used by operating activities 48,618 (1,624)
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CASH FLOWS FROM INVESTING ACTIVITIES
Payments for marketable securities (473,128)
Proceeds from sales of marketable securities - 451,783
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Net cash used by investing activities - (21,345)
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 25,000
Repayment of shareholders' loans (125,000)
Net shareholder advances (6,250) -
--------- --------
Net cash provided by financing activities (106,250) -
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NET INCREASE (DECREASE) IN CASH (57,632) (22,969)
CASH - BEGINNING 58,477 81,446
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CASH - END $ 845 $ 58,477
--------- --------
--------- --------
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and taxes was as follows:
Interest $ 27,751 $ 2,751
Taxes 957 231
Additionally, during the year ended February 28, 1994, the Company had a non-
cash operating and financing activity when it issued 20,000 shares of common
stock in lieu of payment of $4,000 of professional fees. This was reversed in
the year ended February 28, 1995 when the shares were surrendered to the Company
and cancelled.
See accompanying notes to financial statements.
F-5
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MEDI-DATA INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED FEBRUARY 28, 1996 AND 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
HISTORY
The Company was incorporated under the laws of the State of New York. The
Company ceased all activity during the year ended February 28, 1989. In
February 1993, the Company's majority ownership changed when one individual
purchased approximately 89% of the outstanding common shares of the
Company. In November 1993, this 89% ownership was purchased by a different
individual and his family members. In January 1994, this individual sold
2,500,000 shares each (approximately 55% of the outstanding stock of the
Company) to his wife and another individual, Marc Gold, who became
president of the Company. In September 1994, this individual re-purchased
Marc Gold's shares. The new management acquired the stock of the Company
as a vehicle to purchase other companies, if and when such acquisitions
become feasible.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
PER SHARE DATA
Loss per share is based on the weighted average number of shares of common
stock outstanding during each period.
2. DUE TO/FROM SHAREHOLDERS
Due to shareholders included two loans made by the two majority
shareholders who provided loans in the amounts of $100,000 and $25,000.
These loans bore interest at 10% per annum, and were paid in full in July
1995.
3. RELATED PARTY TRANSACTIONS
Included in the statement of operations for the year ended February 29,
1996 is $60,000 of management fees paid to a company who is owned by a
majority shareholder of the Company.
4. INCOME TAXES
Federal income taxes have been offset in full, as the company has operating
losses carryforwards for tax purposes. The Company's net operating
losses have been substantially reduced in accordance with Internal Revenue
Code 382. State income taxes are based upon capital-based minimum taxes.
F-6
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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 February 29, 1996 with respect
to the officers and directors of the Company:
YEAR FIRST APPOINTED
NAME AGE DIRECTOR OFFICE HELD
Terry Brooks 42 1994 President
Herbert Brooks 70 1994 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.
HERBERT BROOKS is Secretary and director of the Company since November 15, 1994.
Mr. Brooks for more than the past five years has been the President of the
Hockley Group, an advertising company located in Toronto. Herbert Brooks is the
Uncle of Terry Brooks' husband.
ITEM 10. EXECUTIVE COMPENSATION.
No officer or director of the Company received compensation as salary during the
fiscal years ended February 28, 1996 and 1995.
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 May 1, 1996 for each person known by the Company to beneficially own
more than five percent of the shares of outstanding common Stock, each of the
Company's directors, and each of the executive officers listed in Item 9.
<PAGE>
NAME OF INDIVIDUAL NO. OF SHARES % OF OUTSTANDING
OR IDENTITY OF GROUP OWNED(1) COMMON STOCK
Terry Brooks 5,000,000(2) 60%
David Brooks IRA 2,500,000(3) 27%
All Officers and Directors
as a Group (2 people) 5,000,000(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.
3 - David Brooks is the husband of Terry Brooks.
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' husband's 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: May 28, 1996 MEDI DATA INTERNATIONAL, INC INC.
/S/ TERRY BROOKS
----------------
Terry Brooks, Chairman of the Board
