MEDICAL INDUSTRIES OF AMERICA INC
10QSB/A, 1998-07-20
MEDICAL LABORATORIES
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                                  Form 10-QSB/A

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 1997

      [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

          For the transition period from _____________to_____________

                         Commission file number 0-20356

                       MEDICAL INDUSTRIES OF AMERICA, INC.
        (Exact name of small business issuer as specified in its charter)


                   FLORIDA                          65-0158479
         (State or other jurisdiction         (IRS Employer Identification No.)
    of incorporation or organization)

       1903 S. CONGRESS AVENUE, SUITE 400, BOYNTON BEACH, FLORIDA 33426
                   (Address of principal executive offices)

                                 (561)737-2227
                           (Issuer's telephone number)


      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 report(s), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X  No __

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 4,540,652 shares of common
stock, no par value, were outstanding as of June 30, 1997.
<PAGE>
                       MEDICAL INDUSTRIES OF AMERICA, INC.

                     10-QSB/A - QUARTER ENDED JUNE 30, 1997


                                      INDEX


FORM 10-QSB/A  FORM 10-QSB/A  FORM 10-QSB/A
PART NO.       ITEM NO.       DESCRIPTION                   PAGE NO.

I.                            FINANCIAL INFORMATION

                  1.          Financial Statements

                        -     Condensed Consolidated Balance
                              Sheet as of June 30, 1997
3

                        -     Condensed Consolidated Statements of Operations
                              and Accumulated Deficit for the Three and Six
                              Months Ended June 30, 1997 and 1996              5

                        -     Condensed Consolidated Statements of Cash
                              Flows for the Six Months Ended
                              June 30, 1997 and 1996                           6

                        -     Notes to Condensed Consolidated Financial
                              Statements                                       8

                  2.          Management's Discussion and Analysis
                              or Plan of Operations                           10

II.                           OTHER INFORMATION

                              1.  Legal Proceedings                           12
                              5.  Other Information                           12
                              6.  Exhibits and Reports on Form 8-K            13

                                   Signatures

                                       2
<PAGE>
                       MEDICAL INDUSTRIES OF AMERICA, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 1997
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:

   Cash and cash equivalents ....................................   $   416,679
   Trade accounts receivable, net ...............................     1,305,589
   Current portion of notes and mortgage receivables ............       726,158
   Inventory of medical supplies ................................        27,997
   Prepaid expenses and other current assets ....................       556,794
                                                                    -----------
     Total current assets .......................................     3,033,217
                                                                    ===========

PROPERTY AND EQUIPMENT:

   Mobile cardiac catheterization laboratory
    and medical equipment .......................................     1,896,137
   Furniture and office equipment ...............................       244,841
                                                                    -----------
                                                                      2,140,978
   Less: accumulated depreciation and amortization ..............    (1,703,392)
                                                                    -----------
     Property and equipment-Net .................................       437,586
                                                                    -----------

OTHER ASSETS:

   Notes and mortgage receivables, less current maturities ......     1,707,231
   Goodwill .....................................................     1,557,425
   Investment in equity securities ..............................     2,233,200
   Other assets .................................................       149,535
                                                                    -----------
     Total other assets .........................................     5,647,391
                                                                    -----------
     TOTAL ASSETS ...............................................   $ 9,118,194
                                                                    ===========

                See Notes to Consolidated Financial Statements

                                       3
<PAGE>
                       MEDICAL INDUSTRIES OF AMERICA, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF JUNE 30, 1997
                                   (Unaudited)

                      LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
CURRENT LIABILITIES:

<S>                                                                        <C>         
   Accounts payable ....................................................   $    308,842
   Accrued liabilities .................................................      2,082,521
   Current portion of notes payable ....................................        932,938
   Current portion of capital lease obligations ........................        112,269
                                                                           ------------
     Total current liabilities .........................................      3,436,570
                                                                           ============
LONG TERM LIABILITIES:


   Amounts due on purchase of business, net of current portion .........      1,100,000
   Capital lease obligations, net of current portion ...................         14,444
                                                                           ------------
      Total long term liabilities ......................................      1,114,444
                                                                           ------------
      Total Liabilities ................................................      4,551,014
                                                                           ------------
SHAREHOLDERS' EQUITY:


   Preferred shares, authorized 10,000,000 shares:
      issued and outstanding:
   Series A convertible shares, 22,276 issued
   Series B convertible shares, 10,000 issued
      $200 stated value, less minority interest ........................      1,020,000
      Series D convertible shares, 62,120 shares issued and outstanding         963,881
      Series E convertible shares, 832,000 shares issued and outstanding        832,000
   Common shares, no par value, authorized 40,000,000, 4,540,652
     shares issued and outstanding including 47,500 escrow .............     21,335,383
   Net proceeds from litigation settlement .............................        635,103
   Accumulated deficit .................................................    (20,219,187)
                                                                           ------------

         Total shareholders' equity ....................................      4,567,180
                                                                           ------------

      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .......................   $  9,118,194
                                                                           ============
</TABLE>
                See Notes to Consolidated Financial Statements

                                       4
<PAGE>
                       MEDICAL INDUSTRIES OF AMERICA, INC.
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
                                                                   Three Months Ended                    Six Months Ended
                                                                        June 30,                              June 30,
                                                                      (Unaudited)                           (Unaudited)
                                                              1997                 1996               1997                 1996
                                                              ----                 ----               ----                 ----
<S>                                                        <C>                 <C>                 <C>                 <C>         
Revenue ............................................       $  1,267,375        $    391,782        $  3,187,301        $    675,076
                                                           ------------        ------------        ------------        ------------
Expenses:
   Cost of revenues ................................            813,945             134,077           1,720,995             277,904
   General and administrative expenses .............            513,097             741,607           1,023,774           1,390,284
   Depreciation and amortization ...................            104,690             266,263             187,030             364,207
   Interest expense, net ...........................             50,129              37,599              58,489              73,533
   Other ...........................................              4,911             118,609               4,911             118,609
                                                           ------------        ------------        ------------        ------------
         Total expenses ............................          1,486,772           1,298,155           2,995,199           2,224,537
                                                           ------------        ------------        ------------        ------------
Income (loss) from continuing operations ...........           (219,397)           (906,373)            192,102          (1,549,461)

Loss from discontinued operations-net of
 income taxes ......................................               --              (227,538)               --              (582,143)
                                                           ------------        ------------        ------------        ------------

Net income (loss) ..................................           (219,397)         (1,133,911)            192,102          (2,131,604)

Accumulated deficit-beginning of year ..............        (19,999,790)        (12,868,117)        (20,411,289)        (11,870,424)
                                                           ------------        ------------        ------------        ------------
Accumulated deficit-end of periods .................       $(20,219,187        $(14,002,028)        $(20,219,187)      $(14,002,028)
                                                           ============        ============        ============        ============
Earnings (loss) per share of common
 stock:
   Primary:
   Income (loss) from continuing
     operations ....................................       $       (.05)       $      (1.25)       $        .06        $      (2.58)
   Loss from discontinued operations ...............               --                  (.32)               --                  (.97)
                                                           ------------        ------------        ------------        ------------
   Net Income (loss) ...............................       $       (.05)       $      (1.57)       $        .06        $      (3.55)
                                                           ------------        ============        ============        ============

        Fully diluted earnings per share ...........       $       --                                       .04                  
                                                           =============                           ============                     
Weighted average shares outstanding,
  excluding contingently issuable shares

       Primary .....................................          4,375,857             720,277           2,986,489             600,615
                                                           ============        ------------        ------------        ------------
       Fully diluted ...............................               --                                 4,383,106 
                                                           ============                            ------------ 
</TABLE>
                See Notes to Consolidated Financial Statements 

                                       5
<PAGE>
                      MEDICAL INDUSTRIES OF AMERICA, INC.
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                     1997             1996
                                                                     ----             ----
<S>                                                               <C>             <C>         
Operating activities:
Net income (loss) from continuing operations .................    $   192,102     $(1,549,461)
Net loss from discontinued operations ........................           --          (582,143)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
     Depreciation and amortization ...........................        187,030         498,637
     Minority Interest .......................................         (3,129)        (16,292)
     Loss (gain) on disposition of property and equipment ....          2,544             -0-
     Common stock issued for services rendered ...............        822,502             -0-
     Net proceeds from litigation settlement .................        635,103            --
     Changes in assets and liabilities:
        (Increase) decrease in:
        Trade accounts receivable ............................       (484,635)        134,257
        Inventories of medical supplies ......................        (13,126)        (22,243)
        Asset held for sale ..................................       (100,000)            -0-
        Prepaid expenses and other current assets ............       (220,744)       (363,390)
        Other assets .........................................         (1,897)       (181,482)
        Accounts payable .....................................         60,411        (451,731)
        Accrued liabilities ..................................       (123,032)       (119,168)
                                                                  -----------     -----------
   Net cash  provided by (used in) operating activities ......        953,129      (2,653,016)
                                                                  -----------     -----------
Investing activities:
Issuance of notes receivable .................................       (697,822)     (2,389,212)
Payment of notes receivable ..................................        117,002
Purchase of property and equipment ...........................       (233,179)       (208,127)
Purchase of goodwill .........................................           --          (364,402)
Purchase of practice .........................................           --           (75,000)
Loss in equity of investment .................................           --           181,480
                                                                  -----------     -----------
   Net cash (used in) investing activities ...................       (813,999)     (2,855,261)
                                                                  -----------     -----------
Financing activities:
Proceeds from long term debt .................................         34,000            --
Payment of note payable ......................................           --          (183,369)
Proceeds from the issuance of common stock ...................        216,576       3,773,128
Proceeds from the issuance of preferred stock ................           --         3,932,900
Payments of capital lease obligations ........................        (60,436)       (340,864)
Payments of long term debt ...................................       (154,052)     (1,636,451)
Stock payable ................................................           --           325,000
                                                                  -----------     -----------
   Net cash provided by financing activities .................         36,088       5,870,344
                                                                  -----------     -----------
Net increase in cash .........................................        175,218         362,067
Cash at the beginning of period ..............................        241,461          24,431
                                                                  -----------     -----------
Cash at the end of period ....................................    $   416,679     $   386,498
                                                                  ===========     ===========
<PAGE>
Supplemental disclosure of cash flow information:

Interest paid ................................................    $    11,708     $   122,029
                                                                  ===========     ===========
</TABLE>
Supplemental disclosure of non-cash investing and financing
  activities:

Non-cash aspects of the acquisition of Florida Physicians
  Internet, Inc.:

     Fair value of assets acquired ...........................    $   653,048
     Accrued payment for acquisition .........................    $ 1,415,000
     Preferred shares to be issued in connection with
       acquisition ...........................................    $   832,000


During the fourth quarter of 1996, the Company converted $700,000 of its
advances to Westmark Group Holdings, Inc. to Westmark Group Holdings, Inc.
preferred stock.

                                       7
<PAGE>
                       MEDICAL INDUSTRIES OF AMERICA, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               AS OF JUNE 30, 1997
                                   (UNAUDITED)


Note 1 - Organization and Summary of Significant Accounting Policies

Organization

      Medical Industries of America, Inc., f/k/a Heart Labs of America, Inc.,
was incorporated in the State of Florida and has its principal executive office
in Boynton Beach, Florida. Medical Industries of America, Inc. through its
wholly owned subsidiary, Florida Physicians Internet, Inc. operates a
multi-specialty medical group practice that is rapidly expanding in the areas of
physician practice management. The Company also provides diagnostic and
therapeutic healthcare services to the surgical and medical community through
its mobile cardiac catheterization services to hospitals primarily in the State
of Florida. Unless the context otherwise requires, all references to the
"Company" include Medical Industries of America, Inc.
and its wholly-owned subsidiaries.

      The Company's Consolidated Financial Statements include the Company's
active subsidiaries:  Heart Labs of America, Inc. and Florida Physicians
Internet, Inc.

Basis of Presentation and Consolidation

      The accompanying consolidated financial statements are unaudited. These
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission (the "SEC"). Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. In the opinion of management,
the financial statements reflect all adjustments (which include only normal
recurring adjustments) necessary to state fairly the consolidated financial
position and consolidated results of operations as of and for the periods
indicated. These consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements and notes thereto for year
ended December 31, 1996, included in the Company's Form 10-KSB as filed with the
Securities and Exchange Commission.

Earnings (Loss) Per Common Share

      Earnings (loss) per common share is calculated by dividing earnings (loss)
by the weighted average common shares outstanding after giving effect to the 1
for 20 reverse stock split effective November 1, 1996. Fully diluted earnings
per share have been computed based on the assumption that all of the convertible
preferred stock is converted into common shares, and that all stock options have
been exercised. Under this assumption, the weighted average number of common
shares outstanding has been increased accordingly. For 1996, there is no fully
dilutive computation because the effect would be antidilutive.

                                       8
<PAGE>
Estimates

      The preparation of financial statements in conformity with general
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Reclassifications

      Certain reclassifications have been made in the 1996 financial statements
to conform with the 1997 presentation.

Note 2 - Business Acquired

      Effective January 9, 1997 the Company entered into a purchase agreement
with Florida Physicians Internet, Inc. ("FPII").  Florida Physicians
Internet, Inc. is a group medical practice specializing in cardiology,
neurology, pulmonology, pediatrics, and internal medicine. This group
practice is led by Dr. A. Razzak Tai, MD, FACCP, ACCP, MRCP. Consideration
for the purchase included the issuance of the Company's preferred shares in
an amount equal to $832,000, cash payments of $1,415,000 over a three year
period and the issuance of stock options.

      Effective August 1, 1997, the Company entered into an asset purchase
agreement with Dr. Rodney Menk, D.O. to acquire his practice for $20,000.

Note 3 - Discontinued Operations

      In the fourth quarter of 1996, the Company closed seven of its nine
medical centers. It is the Company's intent that the remaining two medical
centers are to be spun off into a separate company controlled by unrelated third
parties which is anticipated to become a publicly traded company.

Note 4 - Accounts receivable

      During the 1st quarter of 1997, the Company entered into an agreement with
a company whereby the Company can sell on an ongoing basis and without recourse
an undivided interest in designated accounts receivables. Subsequent to June 30,
1997, the Company repaid all advances and mutually terminated the agreement.

Note 5 - S-8  Registration Statements

      For the period from January 1997 to April 1997, the Company issued a total
of 555,800 shares of common stock which the vast majority was issued to
attorneys for legal services pursuant to S-8 registration statements. These
shares had an aggregate market value of $1,160,160.

                                       9
<PAGE>
Note 6 - Note Receivable

      In June 1997, the Company and Westmark Group Holdings, Inc. agreed to a
revised payment schedule with a minimum payment plus additional payments
dependent on Westmark's cash flow, capital infusion, and/or other forms of
capital raised.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

      During 1997 and 1996, the Company principally derived its revenues from
its mobile cardiac catheterization laboratories. In the first two quarters of
1997, the Company also derived revenue from Florida Physicians Internet, Inc., a
group practice acquired in January 1997.

COMPARISON OF THE RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 1997 AND
JUNE 30, 1996

      Revenues increased 372% to $3,187,301 for the six months ended June 30,
1997 from $675,076 for the six months ended June 30, 1996, principally as a
result of the acquisition of FPII in January 1997, and the revenue from the sale
of equipment. During the 1st two quarters of 1997, FPII recorded revenues of
$1,395,991. Revenues from the Company's mobile cardiac catheterization labs
increased 48% to $906,977 from $613,119 for the six months ended June 30, 1997
and June 30, 1996, respectively. This increase is primarily due to the Company
obtaining contacts that fully utilize two of its mobile labs and the addition of
a third mobile lab. Balance of the revenues was from the sale of the mobile lab.

      Cost of revenues which included medical supplies, technical salaries and
benefits and other expenses directly associated with the Company's services
increased to $1,720,995 from $277,904 for the six months ended June 30, 1997 and
1996, respectively. This increase is due to the acquisition of FPII, the
increased use of the mobile labs and the cost of the equipment sold. FPII has a
higher cost of services due to the cost of the physicians. As a percentage of
revenue, cost of services increased to 54% of revenue from 41% of revenue for
the six months ended June 30, 1997 and 1996, respectively.

      General and administrative expenses decreased 26% to $1,023,774 for the
six months ended June 30, 1997 compared to $1,390,284 for the six months ended
June 30, 1996. This decrease is primarily due to the reduction in salaries and
consulting fees.

      Interest expense decreased to $58,489 for the six months ended June 30,
1997 as compared to $73,533 for the six months ended June 30, 1996. This
decrease is attributable to the Company refinancing certain note receivables but
is offset partially by the Company entering into an accounts receivable
financing arrangement .

      Income from continuing operations increased to $192,102 for the six months
ended June 30, 1997 compared to a net loss of $1,549,461 for the six months
ended June 30, 1996 resulting from an increase in the results of operations.

      Net income for the six months ended June 30, 1997 was $192,102 compared to
a loss of $2,131,604 for the six months ended June 30, 1996. This increase is
primarily attributable to an 

                                       10
<PAGE>
increase in revenue, a decrease in expenses, the acquisition of a profitable
practice, a reduction in salaries and consulting fees.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THREE MONTHS ENDED JUNE 30, 1997 AND
JUNE 30, 1996

      Revenues increased to $1,267,375 for the three months ended June 30, 1997
from $391,782 for the three months ended June 30, 1996, principally as a result
of the acquisition of FPII in January 1997 and the revenue from the mobile
catheterization labs. During the 2nd quarter of 1997, FPII recorded revenues of
$674,747. Revenues from the Company's mobile cardiac catheterization labs
increased 54% to $508,295 from $329,825 for the three months ended June 30, 1997
and 1996, respectively. This increase is primarily due to the Company obtaining
contracts that fully utilize two of its mobile labs and the addition of a third
mobile lab.

      Cost of revenues, which included medical supplies, technical salaries and
benefits and other expenses directly associated with the Company's services
increased to $813,945 from $134,077 for the three months ended June 30, 1997 and
1996, respectively. This increase is primarily due to the acquisition of FPII
and the increased use of the mobile labs. FPII has a higher cost of services due
to the cost of the physicians. As of percentage of revenue, costs of services
increased to 64% of revenue from operations from 34% of revenue from operations
for the three months ended June 30, 1997 and 1996, respectively.

      General and Administrative expenses decreased 31% to $513,097 for the
three months ended June 30, 1997 compared to $741,607 for the three months ended
June 30, 1996. This decrease is primarily due to a reduction in salaries and
consulting fees.

      Interest expense increased to $50,129 for the three months ended June 30,
1997 as compared to $37,599 for the three months ended June 30, 1996. This
increase is attributable to the company entering into an accounts receivable
financing arrangement.

      Loss from continuing operations decreased to $219,397 for the three months
ended June 30, 1997 compared to a net loss of $906,373 for the three months
ended June 30, 1996 resulting from an increase in the results of operations.

      Net Loss for the three months ended June 30, 1997 was $219,397 compared to
a net loss of $1,133,911 for the three months ended June 30, 1996. This decrease
is primarily attributable to an increase in revenue, a decrease in expenses, the
acquisition of a profitable practice, a reduction in salaries and consulting
fees.

      In January 1997, the Company leased its third mobile lab for 36 months
with monthly payments of $22,000.

      On January 9, 1997 the Company effectuated a purchase agreement with
Florida Physicians Internet, Inc. ("FPII"). Consideration for the purchase
included the issuance of the Company's Series E preferred shares in an amount
equal to $832,000, cash payments of $1,415,000 over a three year period and the
issuance of stock options.

                                       11
<PAGE>
      In March 1997, the Company entered into an asset purchase agreement
whereby it sold one of its mobile cardiac catheterization labs for $100,000 in
cash and a promissory note in the amount of $700,000 bearing interest at ten
percent to be paid over nine months at $60,000 per month with a balance of
unpaid principal and accrued interest due and payable on December 15, 1997. Upon
execution of the sale of the mobile lab, the Company entered into a service
agreement with the purchaser of the mobile lab whereby the Company will manage
all the affairs of the lab for a fee equal to 14% of the owners revenue plus the
costs incurred in performing its duties under this Agreement.

      In April 1997, the Company entered into a settlement agreement with the
plaintiffs of the Tula Business, Inc. et al lawsuit. The terms of this
settlement required the Company to issue 2,063,346 unrestricted common shares,
the plaintiffs to exercise 144,384 warrants into common stock at $1.50 per
share, an aggregate of $216,576 received by the Company and the payment by the
plaintiffs and other claimants of $900,000 to the Company in settlement of its
claims.

      The Company had a working capital deficiency of $403,353 at June 30, 1997
compared to working capital deficiency of $689,797 at June 30, 1996. Working
capital in 1996 included $3,761,519 cash that was received from a Regulation S
offering during the 1st quarter.

                                       12
<PAGE>
                                     PART II

                                OTHER INFORMATION


ITEM 1.           LEGAL PROCEEDINGS.

      In February 1997, a lawsuit was filed in the United States District Court,
Southern District of New York, by Tula Business, Inc. et al alleging the Company
failed to accurately convert preferred shares of stock issued pursuant to a
transaction exempt from the registration requirements of the SEC pursuant to
Regulation S promulgated under the Securities Act of 1933 as amended
("Regulation S") into shares of common stock. Similar charges were made by four
other shareholders of preferred stock who threatened to file a lawsuit similar
to the one brought by Tula Business, Inc. et al. The plaintiffs sought
additional shares. Effective April 7, 1997, the Company entered into a
settlement agreement and mutual releases with the plaintiffs of the Tula
Business, Inc. et al lawsuit and four other shareholders of preferred stock. The
terms of the settlement required the Company to issue 2,063,346 unrestricted
common shares, the exercise of 144,384 warrants into common stock at $1.50 per
share (for an aggregate of $216,576 received by the Company) and the payment by
the Tula Business, Inc. et al plaintiffs and certain of the four other claimants
of $900,000 to the Company in settlement of its claims.


ITEM 5.           OTHER INFORMATION

      On April 28, 1997, the Board of Directors of the Company elected Glen
E. Barber, Terry R. Lazar, CPA and Dr. A. Razzak Tai, MD to its Board of
Directors.  Mr. Barber founded New Age Communications, Inc. in 1988 and
currently serves as president.  New Age Communications, Inc., of Tallahassee,
Florida is a master distributor of operator services to Oncor, Conquest and
LDDS.  For the past four years, Mr. Barber has served as president and
director of the Museum of Art in Tallahassee, Florida.  From 1991 through
1993, Mr. Barber served on the Advisory Board to Oncor Communications, Inc.
of Bethesda, Maryland.

      Mr. Lazar founded and serves as the senior partner of Lazar, DeThomasis,
Sanders and Company, LLP of Jericho, New York, a full service accounting firm
specializing in real estate, healthcare, manufacturing, insurance hotel industry
and entertainment. In addition, Mr. Lazar serves as partner and director of
finance of the Ambulatory Surgery Center.

      Dr. Tai serves as medical director for the Company and is Board Certified
in Internal Medicine and Cardiovascular Diseases in England and the United
States. He is a Fellow of the American College of Cardiology, a Fellow of the
American College of Chest Physicians, a Fellow of the American Angiology and a
Fellow of the Clinical Council of Cardiology and the American Heart Association.
Dr. Tai has served on the committee for the American College of Chest Physicians
and is a past President of the American Heart Association.

      On January 9, 1997 the Company effectuated a purchase agreement with
Florida Physicians Internet, Inc. ("FPII").  Florida Physicians Internet,
Inc. is a group medical practice specializing in cardiology, neurology,
pulmonology, pediatrics, and internal medicine. This group practice is led by
Dr. A. Razzak Tai, MD, FACCP, ACCP, MRCP. Consideration for the purchase
included the issuance 

                                       13
<PAGE>
of the Company's preferred shares in an amount equal to $832,000, cash payments
of $1,415,000 over a three year period and the issuance of stock options.

EMPLOYMENT AGREEMENT

      In May 1997, the Company effectuated an employment agreement with its new
president, Paul C. Pershes which was approved by the Board of Directors. The
term of the agreement is 5 years, with compensation equal to an annual salary of
$150,000, the granting of 775,000-925,000 stock options to be vested over a 4
year period and the payment of normal business expenses.

                                       14
<PAGE>
                                   SIGNATURES

      In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



                       MEDICAL INDUSTRIES OF AMERICA, INC.
                                  (Registrant)
<TABLE>
<S>               <C>                                     
JUNE 1, 1998      By:  /s/ MICHAEL F. MORRELL
(Date)                 Michael F. Morrell, Chairman of the Board & Chief Executive Officer

JUNE 1, 1998      By:  /s/ PAUL C. PERSHES
(Date)                 Paul C. Pershes, President & Chief Financial Officer

JUNE 1, 1998      By:  /s/ LINDA MOORE
(Date)                 Linda Moore, Senior Vice President

JUNE 1, 1998      By:  /s/  ARTHUR P. KOBRIN
(Date)                 Arthur P. Kobrin, Senior Vice President of Financial Operations
</TABLE>
                                       15


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         416,679
<SECURITIES>                                         0
<RECEIVABLES>                                1,679,201
<ALLOWANCES>                                   373,612
<INVENTORY>                                     27,997
<CURRENT-ASSETS>                             3,033,217
<PP&E>                                       2,140,978
<DEPRECIATION>                               1,703,392
<TOTAL-ASSETS>                               9,118,194
<CURRENT-LIABILITIES>                        3,436,570
<BONDS>                                              0
                                0
                                  2,815,881
<COMMON>                                    21,335,383
<OTHER-SE>                                     635,103
<TOTAL-LIABILITY-AND-EQUITY>                 9,118,194
<SALES>                                      3,187,301
<TOTAL-REVENUES>                             3,187,301
<CGS>                                        1,720,995
<TOTAL-COSTS>                                2,936,710
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              58,489
<INCOME-PRETAX>                                192,102
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            192,102
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   192,102
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                      .04
        


</TABLE>


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