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, 1998
[ ] 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 (I.R.S. Employer Identification No.)
jurisdiction of incorporation)
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 May 28, 1998
(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, 1998 and 1997, the Company had no operations or income from
operations.
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 year ended February 28, 1998, the Company's only expense was to accrue
the state minimum tax. For the year ended February 28, 1997, the Company's
expenses were filing fees, professional fees and state taxes. For the year ended
February 28, the Company had a net loss of $374 as compared to a net loss of
$1,995 for the year ended February 28, 1997.
Liquidity and Capital Resources
The Company ceased all previous operations in April 1988, and therefore, for the
years ended February 28, 1998 and 1997 the Company had no operations or income
from operations. At February 28, 1998 and 1997 the Company had an accumulated
deficit of $1,059,942 and $1,059,568, 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.
On March 11, 1998, the firm Paritz & Company P.A. was engaged as the Company's
principal certifying accountant, replacing Capraro, Centofranchi, Kramer & Co.,
P.C. who resigned February 2, 1998.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors of
Medi-Data International, Inc.
We have audited the accompanying balance sheet of Medi-Data International, Inc.
as of February 28, 1998 and the related statements of operations, shareholders'
equity and cash flows for the year 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 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, 1998 and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.
Paritz & Company, P.A.
Hackensack, New Jersey
May 28, 1998
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors of
Medi-Data International, Inc.
We have audited the accompanying balance sheet of Medi-Data International, Inc.
as of February 28, 1997 and the related statements of operations, shareholders'
equity and cash flows for the year 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 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 the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.
Capraro, Centofranchi, Kramer & Co., P.C.
South Huntington, New York
May 23, 1997
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
BALANCE SHEETS
FEBRUARY 28,
1998 1997
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash, including money market funds of $ 0 and $66 in
1998 and 1997, respectively ............................ $ 89 $ 128
Due from shareholder ...................................... 4,900 5,250
----------- -----------
TOTAL ASSETS ..................................... $ 4,989 $ 5,378
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Accrued expenses and other current liabilities ............ $ 61,764 $ 61,778
----------- -----------
Total Current Liabilities ........................ 61,764 61,778
----------- -----------
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 ....................................... (1,059,942) (1,059,568)
----------- -----------
Total Shareholders' Deficiency in Assets ......... (56,775) (56,400)
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIENCY IN ASSETS ............. $ 4,989 $ 5,378
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED FEBRUARY 28,
1998 1997
----------- -----------
<S> <C> <C>
Costs & Expenses:
Selling, general and administrative, including
interest expense of $ 0 in 1998 and 1997 ...... $ 0 $ 1,623
----------- -----------
Loss before other income and state income taxes 0 (1,623)
----------- -----------
Other Income (Expenses):
Interest and dividend income ......................... 0 2
----------- -----------
Total Other Income (Expense) .................... 0 2
----------- -----------
Loss before state income taxes ................ 0 (1,621)
State income taxes ..................................... 374 374
----------- -----------
Net Loss ...................................... $ (374) $ (1,995)
=========== ===========
Loss per share ......................................... $ 0.0001 $ 0.0001
=========== ===========
Primary and Fully Diluted Shares ....................... 9,212,551 9,212,551
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF SHAREHOLDERS' DEFICIENCY IN ASSETS
FOR THE YEARS ENDED FEBRUARY 28, 1998 AND 1997
Capital Total
Common Shares in excess Accumulated Shareholders'
Shares Amount of par value Deficit Equity
----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance February 29, 1996 .............. 9,212,551 $ 9,213 $ 993,954 $(1,057,573) $ (54,405)
Net loss for the year ended
February 28, 1997 ............. -- -- -- (1,995) (1,995)
----------- ----------- ----------- ----------- -----------
Balance February 28, 1997 .............. 9,212,551 9,213 993,954 (1,059,568) (56,400)
Net loss for the year ended
February 28, 1998 ............. -- -- -- (374) (374)
----------- ----------- ----------- ----------- -----------
Balance February 28, 1998 .............. 9,212,551 $ 9,213 $ 993,954 $(1,059,942) $ (56,774)
=========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
MEDI-DATA INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 28,
1998 1997
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net Loss .................................................. $ (374) $(1,995)
------- -------
Adjustments to reconcile net loss to net cash provided used
in operating activities:
(Increase) Decrease In:
Other Assets ........................................ 0 600
Increase (decrease) in:
Accrued expenses and other current liabilities ...... (15) 278
------- -------
Net cash used in operating activities ............... (389) (1,117)
------- -------
Cash flows from financing activities:
Advances (Repayments) of shareholders' loans .............. 350 400
------- -------
Net cash used in financing activities ............ 350 400
------- -------
Net decrease in cash and cash equivalent .................. (39) (717)
Cash and cash equivalents - beginning ..................... 128 845
------- -------
Cash and cash equivalents - end ........................... $ 89 $ 128
======= =======
<CAPTION>
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest and taxes was as follows:
1998 1997
------- -------
<S> <C> <C>
Interest ............... -- --
Taxes .................. 388 404
</TABLE>
See accompanying notes to financial statements.
<PAGE>
MEDI-DATA INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED FEBRUARY 28, 1998 AND 1997
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 stock of the Company in
September 1994 as a vehicle to purchase other companies, if and when
such acquisitions become 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 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.
<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 27, 1998 with respect to
the officers and directors of the Company:
Year First Appointed
Name Age Director Office Held
---- --- -------- -----------
Terry Brooks 45 1994 President
Gary Nadelman 46 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. Mrs. Brooks has been
President of the company since September 27, 1994. Mrs. Brooks has served as a
director of the Company since January 24, 1994 when she became a principal
shareholder of the Company. Mrs. 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, 1998 and 1997.
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 27, 1998 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.
<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%
</TABLE>
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 Mrs. Brooks as custodian for her minor
children.
Item 12. Certain Relationship and Related Transactions.
none
<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, 1998 MEDI DATA INTERNATIONAL, INC.
/S/ TERRY BROOKS
-----------------------------
Terry Brooks, President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> FEB-28-1998
<CASH> 89
<SECURITIES> 0
<RECEIVABLES> 5,650
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,739
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,739
<CURRENT-LIABILITIES> 62,514
<BONDS> 0
<COMMON> 9,213
0
0
<OTHER-SE> (65,988)
<TOTAL-LIABILITY-AND-EQUITY> 5,739
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 374
<INCOME-CONTINUING> (374)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (374)
<EPS-PRIMARY> .000
<EPS-DILUTED> .000
</TABLE>
