U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended May 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 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 [ ]
Number of shares outstanding of the issuer's common equity, as of July 7, 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 quarters ended
May 31, 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 for stock.
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 quarters ended May 31, 1997, and 1996 the Company had no activity. For
the year ended February 28, 1997 the Company had a net loss of $1,995 as
compared to a net income of $2,665 for the year ended February 29, 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
investements in securities for the current year.
Liquidity and Capital Resources
The Company ceased all previous operations in April 1988, and for the quarters
ended May 31, 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 May 31,1997 and 1996 the
Company has a shareholders' deficiency of $1,059,567 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.
-2-
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
BALANCE SHEETS
Unaudited
May 31 February 28
1997 1997
----------- -----------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash, including money market funds of $63 ................. $ 66 $ 128
Due from shareholder ...................................... 5,650 5,650
----------- -----------
TOTAL ASSETS ..................................... $ 5,716 $ 5,778
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Due to shareholders ....................................... $ 400 $ 400
Accrued expenses and other current liabilities ............ 61,716 61,778
----------- -----------
Total Current Liabilities ........................ 62.116 62,178
----------- -----------
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) (1,059,567)
----------- -----------
Total Shareholders' Deficiency in Assets ......... (56,400) (56,400)
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIENCY IN ASSETS ............. $ 5,716 $ 5,778
=========== ===========
See accompanying notes to financial statements
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
UNAUDITED STATEMENT OF OPERATIONS
FOR THE QUARTERS ENDED MAY 31,
1997 1996
----------- -----------
<S> <C> <C>
Costs & Expenses:
Selling, general and administrative expenses ..... $ 0 $ 0
----------- -----------
Loss before other income and state income taxes .. 0 0
----------- -----------
Other Income (Expenses):
Interest and dividend income ..................... 0 0
----------- -----------
Total Other Income (Expense) ............ 0 0
Income (Loss) before state income taxes ..... 0 0
State income taxes .......................... 0 0
----------- -----------
Net Income (Loss) ....................... 0 0
=========== ===========
Accumulated Deficit - beginning ............. (1,059,567) (1,057,572)
----------- -----------
Accumulated Deficit- end .................... $(1,059,567) $(1,057,572)
=========== ===========
Earnings per share .......................... $ 0.000 $ 0.0000
=========== ===========
Primary and Fully Diluted shares ............ 9,212,551 9,212,551
=========== ===========
See accompanying notes to financial statements
</TABLE>
-4-
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE QUARTER ENDED MAY 31,
1997 1996
----- -----
<S> <C> <C>
Cash flows from operating activities ...................... 0 0
----- -----
Net Income (Loss)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
(Increase) Decrease In:
Prepaid Income Taxes ............................. 0 (293)
Increase (decrease) in:
Accrued expenses and other current liabilities ... (62) (489)
----- -----
Net cash used in operating activities ....... (62) (782)
Net increase(decrease) in cash and equivalent (62) (782)
Cash and cash equivalents - beginning ....... 128 845
----- -----
Cash and cash equivalents - end ............. $ 66 $ 63
===== =====
<CAPTION>
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and taxes was as follows: 1997 1996
---- ----
<S> <C> <C>
Interest - -
Taxes 388 -0-
See accompanying notes to financial statements
</TABLE>
-5-
<PAGE>
MEDI-DATA INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE QUARTERS ENDED MAY 31, 1997 AND 1996
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 31,1997 and 1996 and for the periods
then ended.
PER SHARE DATA
Loss per share is based on the weighted average number of
shares of common stock outstanding during each period.
-6-
<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 July 7, 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
quarters ended May 31, 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 July 7, 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.
-7-
<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
-8-
<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: July 7, 1997 MEDI DATA INTERNATIONAL, INC.
/S/ TERRY BROOKS
----------------
Terry Brooks, President
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> MAY-31-1997
<CASH> 66
<SECURITIES> 0
<RECEIVABLES> 5,650
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,716
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,716
<CURRENT-LIABILITIES> 62,116
<BONDS> 0
9,213
0
<COMMON> 0
<OTHER-SE> (65,613)
<TOTAL-LIABILITY-AND-EQUITY> 5,716
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> .000
<EPS-DILUTED> .000
</TABLE>
