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 28, 1997
[ ] 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) 626-0360
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B and no disclosure will be contained, to the best of the
registrant's knowledge, in the definitive proxy or information statements
incorporated by Reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [ ]
Number of shares outstanding of the issuer's common equity, as of May 25,
1997 (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 years ended
February 28, 1997 and 1996, 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.
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
For the quarter ended February 28, 1997, the Company's only expense was to
accrue the state minimum tax. For the year ended February 28, the Company had a
net loss of $1,995 as compared to a net income of $2,665 for the year ended
February 28, 1996. 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.
Liquidity and Capital Resources
The Company ceased all previous operations in April 1988, and for the years
ended February 28, 1997 and 1996 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 has not made any additional investments. At February 28, 1997 and 1996
the Company has a shareholders' deficiency of $1,059,568 and $1,057,572
respectively.
Item 7. Financial Statements.
The Company's financial statements are set forth herein.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
No disagreements or changes occurred.
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<PAGE>
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, 1997 and 1996 and and the related statements of operations,
stockholders' equity and cash flows for the years 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated 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 consolidated financial
statement presentation. We believe that our audit 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, 1997 and 1996 and the results of its operations and its cash
flows for the years ended, in conformity with generally accepted accounting
principles.
Capraro, Centofranchi, Kramer & Co., P.C.
South Huntington, New York
May 23, 1997
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<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
BALANCE SHEETS
FEBRUARY 28,
1997 1996
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash, including money market funds of $63 ................. $ 128 $ 845
Due from shareholder ...................................... 5,650 6,250
----------- -----------
TOTAL ASSETS ..................................... $ 5,778 $ 7,095
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Due to shareholders ....................................... $ 400 $ --
Accrued expenses and other current liabilities ............ 61,778 61,500
----------- -----------
Total Current Liabilities ........................ 62,178 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 ....................................... (1,059,567) (1,057,572)
----------- -----------
Total Shareholders' Deficiency in Assets ......... (56,400) (54,405)
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIENCY IN ASSETS ............. $ 5,778 $ 7,095
=========== ===========
See accompanying notes to financial statements
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED FEBRUARY 28,
1997 1996
----------- -----------
<S> <C> <C>
Costs & Expenses:
Selling, general and administrative, including
interest expense of $252 in 1995 .............. $ 1,623 $ 71,747
----------- -----------
Loss before other income and state income taxes (1,623) (71,747)
----------- -----------
Other Income (Expenses):
Interest and dividend income ......................... 2 1,365
Realized gain on sale of securities .................. 0 74,004
----------- -----------
Total Other Income (Expense) ................ 2 75,369
----------- -----------
Income (Loss) before state income taxes ....... (1,621) 3,622
State income taxes ..................................... 374 957
----------- -----------
Net Income (Loss) ............................. $ (1,995) $ 2,665
=========== ===========
Earnings per share ..................................... $ 0.0001 $ 0.0003
=========== ===========
Primary and Fully Diluted Shares ....................... 9,212,551 9,212,551
=========== ===========
See accompanying notes to financial statements
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF SHAREHOLDERS' DEFICIENCY IN ASSETS
FOR THE YEARS ENDED FEBRUARY 28, 1997 AND 1996
Capital Total
Common Shares in excess Accumulated Shareholders'
Shares Amount of par value Deficit Equity
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance February 28, 1995 ... 9,150,051 $ 9,150 $ 969,017 $(1,060,217) $ (82,060)
Issuance of common stock .... 62,500 63 24,937 -- 25,000
Net income for the year ended
February 29, 1996 .. -- -- -- 2,655 2,655
----------- ----------- ----------- ----------- -----------
Balance February 29, 1996 ... 9,212,551 9,213 993,954 (1,057,572) (54,405)
Net income for the year ended
February 28, 1997 .. -- -- -- (1,995) (1,995)
----------- ----------- ----------- ----------- -----------
Balance February 28, 1997 ... 9,212,551 $ 9,213 $ 993,954 $(1,059,567) $ (56,400)
=========== =========== =========== =========== ===========
See accompanying notes to financial statements
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 28,
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities
Net Income (Loss) ......................................... $ (1,995) $ 2,665
Adjustments to reconcile net income to net cash provided by
(used in) operating activities
(Increase) Decrease In:
Other Assets .............................................. 600
Increase (decrease) in:
Accrued expenses and other current liabilities ............ 278 45,953
--------- ---------
Net cash used in operating activities ..................... (1,117) 48,618
Cash flows from financing activities:
Net proceeds from the issuance of common stock ............ 25,000
Advances (Repayments) of shareholders' loans .............. 400 (131,250)
--------- ---------
Net cash used in financing activities ..................... 400 (106,250)
--------- ---------
Net increase (decrease) in cash and cash equivalents ...... (717) (57,632)
Cash and cash equivalents - beginning ..................... 845 58,477
--------- ---------
Cash and cash equivalents - end ........................... $ 128 $ 845
========= =========
<CAPTION>
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and taxes was as follows:
1997 1996
---- ------
<S> <C> <C>
Interest .............................. -- 27,751
Taxes ................................. 404 957
See accompanying notes to financial statements
</TABLE>
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<PAGE>
MEDI-DATA INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED FEBRUARY 28, 1997 AND 1996
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. The current shareholders acquired the
company in January 1994 and September 1994 as a vehicle to
purchase other companies, if and when such acquisitions became
possible.
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 RELATED PARTY TRANSACTIONS
Included in the statement of operations for the year ended
February 29, 1996 is a $60,000 management fee paid to a
company who is owned by the spouse of a majority shareholder
of the Company.
3 INCOME TAXES
Federal income taxes have been offset in full, as the Company
has operating losses carryfowards 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.
- 8 -
<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 May 25, 1997 with respect to
the officers and directors of the Company:
<TABLE>
<CAPTION>
Year First Appointed
Name Age Director Office Held
---- --- -------- -----------
<S> <C> <C> <C>
Terry Brooks 44 1994 President
Gary Nadelman 45 1996 Secretary
</TABLE>
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
five 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
years ended February 28, 1997 and 1996.
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 25, 1997 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.
- 9 -
<PAGE>
<TABLE>
<CAPTION>
Name of Individual No. of Shares % of Outstanding
Or Identity of Group Owned(1) Common Stock
- -------------------- -------- ------------
<S> <C> <C>
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.
</TABLE>
Item 12. Certain Relationship and Related Transactions.
none
- 10 -
<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 25, 1997 MEDI DATA INTERNATIONAL, INC.
/s/Terry Brooks
--------------------
Terry Brooks, President
- 11 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-END> FEB-28-1997
<CASH> 128
<SECURITIES> 0
<RECEIVABLES> 5,650
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,778
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,778
<CURRENT-LIABILITIES> 62,179
<BONDS> 0
0
0
<COMMON> 9,213
<OTHER-SE> (65,613)
<TOTAL-LIABILITY-AND-EQUITY> 5,778
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,623
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2)
<INCOME-PRETAX> (1,621)
<INCOME-TAX> 374
<INCOME-CONTINUING> (1,995)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,995)
<EPS-PRIMARY> .000
<EPS-DILUTED> .000
</TABLE>
