MEDCOM USA INC
10QSB/A, 2000-04-21
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

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

For the quarterly period ended September 30,1999

Commission File Number:  0-25474

                                 MEDCOM USA, INCORPORATED

                   (Exact name of registrant as specified in its charter)

               Delaware                                         65-0287558
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                            Identification No.)

             18001 Cowan, Suites C & D, Irvine CA 92614 (address of
                     principal executive offices) (Zip Code)

                                 (949) 261-6665
              (Registrant's telephone number, including area code)

                            SIMS COMMUNICATIONS, INC.
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) or the  Securities  Exchange  Act of 1934
during the preceding 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____

As of November 12,1999 the Company had 19,882,907  shares of Common Stock issued
and outstanding.




<PAGE>



                               PART I. FINANCIAL INFORMATION

Part  1.    Financial Information

Item 1.       Index to Financial Statements

MEDCOM USA, INC.
CONSOLIDATED FINANCIAL STATEMENTS                                 Page

Consolidated Balance Sheets at
      September 30 1999 and June 30, 1999                         3-4
Consolidated Statements of Operations for the Three Months
       Ended September 30, 1999 and 1998                            5
Consolidated Statement of Cash Flows for the
    Three Months Ended  September 30, 1999 and 1998                 6
Consolidated Statement of Stockholders' Equity
      for the Three Months Ended September 30, 1999                 7
Notes to Consolidated Financial Statements.                      8-15

Management's Discussion and Analysis  of
     Financial Condition and Results of
Operations.                                                     15-17



Part II.    Other Information                                     18


<PAGE>


MEDCOM USA, INCORPORATED AND SUBSIDIARIES
   CONSOLIDATED BALANCE SHEETS

                                                     SEPTEMBER 30,   JUNE 30,
                                                          1999         1999
                  ASSETS
CURRENT ASSETS

  Cash and cash equivalents                             $26,906      $189,772
  Restricted cash (Note 2)                                   --       250,000
  Accounts receivable, less allowance for
    doubtful accounts of $28,879                        307,751       250,913
  Inventories (Note 5)                                  430,297       464,074
  Prepaid expenses and other  current assets          103,979         100,337
  Notes receivable, current portion  (Note 5)         495,000         150,000
                                                      -------         -------

         Total Current Assets                       1,363,933        1,405,096

PROPERTY AND EQUIPMENT,
  Property & Equipment net of accumulated
    depreciation of $1,889,798 at September 30,
     1999 and $1,696,194 at June 30, 1999           2,149,185        2,059,602

OTHER ASSETS
 Notes receivable, less allowance of $575,062         965,700         241,200
 Licensing rights, net of accumulated amortization    870,153         885,558
 Patents, net of accumulated amortization             310,594         327,299
 Royalty advances                                     555,880         515,907
 Goodwill, net of accumulated amortization            546,580         819,299
 Other                                                103,044         120,901
                                                      -------         -------

         Total Other Assets                         3,351,951       2,910,164

         Total Assets                              $6,865,069      $6,374,862
                                                   ==========      ==========









                       See notes to consolidated financial statements


<PAGE>


MEDCOM USA, INCORPORATED AND SUBSIDIARIES
   CONSOLIDATED BALANCE SHEETS
                                                   SEPTEMBER 30,     JUNE 30,
                                                      1999             1999
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable (Note 5)                          $517,922        $649,154
  Accrued expenses                                    538,134         622,820
  Borrowing under bank line of credit (Note 2)             --         250,000
  Current portion of capitalized lease
   obligations (Note 4)                                45,958          43,432
  Current portion of long term debt  (Note 3)         458,619         519,119
  Current portion of deferred revenue (Note 5)         48,000              --
  Dividends payable                                    84,092          58,025
                                                    ----------      -----------

        Total Current Liabilities                    1,692,725      2,142,550

LONG TERM LIABILITIES
 Capitalized lease obligations (Note 4)                109,958        125,706
 Deferred revenue (Note 5)                             754,500             --
                                                       -------     -----------

        Total Long Term  Liabilities                   864,458         125,706
                                                       -------         -------

        Total Liabilities                            2,557,183       2,268,256
                                                     ---------      ---------

STOCKHOLDERS' EQUITY (Note 7)
  Preferred stock, Series A, B and C  $.001
     par value, 152,600 shares authorized -
     50,000 (A), 100,000 (B)  and 2,060 (C),
     10,845 shares issued and outstanding at
     September 30, 1999 (liquidation preference
      of $1,927,000)                                        11             11

Common stock  $.0001 par value 40,000,000
 shares authorized: shares issued and outstanding
 - 17,635,639 and 16,727,506 at September 30, 1999
  and June 30, 1999, respectively                        1,764          1,673
Additional Paid In Capital                          32,766,209     31,668,851
Accumulated Deficit (Note 6)                       (28,460,098)   (27,563,929)
                                                  ------------     ------------

        Total Stockholders' Equity                   4,307,886      4,106,606
                                                    ----------     ----------

Total Liabilities and Stockholders' Equity          $6,865,069     $6,374,862
                                                   ===========     ===========







                 See notes to consolidated financial statements


<PAGE>


MEDCOM USA, INCORPORATED AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
   For the Three Months Ended September 30, 1999 and 1998

                                                           SEPTEMBER 30,
                                                       1999           1998
Revenues
  Intelligent Vending Machines (Note 8)              $295,493       $338,411
 Medical Transaction Processing (Notes 5 and 8)       872,481         39,045
                                                    ---------     ----------
Total Revenues                                      1,167,974        377,456

Cost of Services                                      283,064        146,508
Gross Profit                                          884,910        230,948

Operating Expenses
  General and Administrative (Note 7)               1,074,832      1,210,338
  Depreciation and Amortization                       518,070        221,887
  Selling and Marketing                               135,160        365,275
                                                      -------        -------

 Total Expenses                                     1,728,062      1,797,500
                                                    ---------      ---------

Operating Loss                                       (843,152)    (1,566,552)

Other income (expense)
  Interest income                                       6,020          6,859
  Interest expense (Note 7)                           (30,570)       (48,045)
                                                      --------       --------
                                                      (24,550)       (41,186)

Loss before income taxes                             (867,702)    (1,607,738)
Income tax provision                                    2,400             --
                                                   ----------      -----------

Net Loss                                            ($870,102)   ($1,607,738)
                                                     ---------    -----------
Preferred Stock Dividend                              (26,067)            --
                                                      =======       ========

Net loss applicable to common stockholders          ($896,169)   ($1,607,738)
                                                      =======      =========

Basic and diluted net loss per share                   ($0.05)        ($0.17)

Weighted Average Common Shares Outstanding         17,166,025      9,443,900







                 See notes to consolidated financial statements


<PAGE>


MEDCOM USA, INCORPORATED AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
   FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

                                                             SEPTEMBER 30,
                                                          1999          1998

CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                            ($870,102)  ($1,607,738)
   Adjustments to reconcile net loss to net cash
   used in operating activities
        Depreciation and Amortization                    518,070       221,887
          Imputed value of warrants granted
       for services and interest                         160,646        64,804
          Stock issued for services                      133,265       283,645
           Changes in assets and liabilities:
            Inventories                                   33,777        11,568
            Accounts receivable                          (56,838)         (457)
             Prepaid Expenses and Other Current Assets    (7,704)     (103,845)
             Notes receivable                           (259,500)           --
        Accounts Payable  and Accrued Expenses          (113,779)      (46,225)
             Royalty advances                            (39,973)           --
             Deferred Revenue                          (   7,500)           --
                                                       ---------       --------

NET CASH USED IN OPERATING ACTIVITIES                   (509,638)    (1,176,361)

CASH FLOWS FROM INVESTING ACTIVITIES
         Acquisition costs paid                               --         (3,300)
        Capital expenditures                                            (79,458)
(227,667)
        Change in other assets                                --          5,397
                                                         -------        -------
NET CASH (USED IN) INVESTING ACTIVITIES                                 (79,458)
(225,570)

CASH FLOWS FROM FINANCING ACTIVITIES
        Proceeds from issuance of long-term debt          10,000            --
        Payments on debt                                (251,500)     (100,691)
        Payments on obligations under capital leases     (13,222)       (3,257)
        Proceeds from capital leases                          --       369,060
        Net proceeds from issuance of common stock       430,952     1,214,625
                                                         -------    ----------

       NET CASH PROVIDED BY FINANCING ACTIVITIES         176,230     1,479,737

     NET INCREASE (DECREASE) IN CASH                    (412,866)       77,806

     CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD    439,772       263,878
                                                         -------      --------

     CASH AND CASH EQUIVALENTS AT END OF PERIOD         $ 26,906      $341,684
                                                        ========     ========

     SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
         Cash paid during the period for interest       $    778     $  42,585



                 See notes to consolidated financial statements



<PAGE>


MEDCOM USA, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 1999

<TABLE>
<S>                             <C>      <C>        <C>      <C>        <C>          <C>        <C>           <C>            <C>
                                    PREFERRED STOCK SUBSCRIBED               COMMON STOCK
                                   SERIES A             SERIES C
                               NUMBER              NUMBER              NUMBER                ADDITIONAL      ACCUMU-
                                OF                  OF                   OF                   PAID IN         LATED
                              SHARES    AMOUNT    SHARES    AMOUNT     SHARES      AMOUNT     CAPITAL       DEFICIT       TOTAL

Balance  - June 30, 1999      9,250     $   9      1,745    $   2    16,727,506    $1,673   $31,668,851   ($27,563,929)  $4,106,606

Net loss -3 months ended
   September 30, 1999                                                                                         (870,102)    (870,102)

 Issuance of common stock for
  cash at  $.82 per share,
  net of$16,728 of  expenses                                            545,951        55       430,897                     430,952

Issuance of common stock
 in exchange for preferred
 stock                        (150)                                         600

Issuance of common stock for
   services and equipment                                               182,500        18       140,193                     140,211

Issuance of common stock for
   accounts payable                                                      84,571         8        89,645                      89,653

Imputed value of stock warrant
  grants in exchange for consulting
   services and other items                                                                     354,656                     354,656

Dividend on Series C Preferred stock                                                                           (26,067)
(26,067)

Issuance of common stock for
   conversion of notes payable and
     accrued interest                                                    94,511       10          81,967                      81,977

                              -----    ------     -----     ------     -------   --------    -----------    -----------    --------

Balance - September 30, 1999  9,100   $     9     1,745     $    2   17,635,639   $1,764     $32,766,209   ($28,460,098)  $4,307,886
                              =====   =======     =====     ======   ==========   ======     ===========   ============   ==========
</TABLE>

                 See notes to consolidated financial statements

<PAGE>


                           MEDCOM USA AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

Note 1 - Organization and Significant Accounting Policies

Organization

MedCom USA, Inc. and Subsidiaries (the Company) was incorporated in the State of
Delaware on August 15, 1991. The Company was originally  incorporated  under the
name of Sims  Communications,  Inc. and its name was changed to MedCom USA, Inc.
in October 1999. The Company was formed as a  communications  equipment  company
and has expanded its focus to include medical claim processing and verification,
telecommunication  and prepaid telephone  activities.  The Company also provides
low cost,  turnkey,  point of sale (POS)  transaction  automation  solutions  to
retailers  and  pharmacies  through  its license  agreement  for its One Medical
System.   These  solutions  include  a  comprehensive   network  of  transaction
processing  applications using its patented,  intelligent DebitLink POS terminal
with custom  software.  Functions  include  processing  on-line  credit card and
medical  reimbursement  approvals,  processing  automated home medical equipment
product orders and payments, processing credit card and ATM charges and payments
and  cash-backs,  activating  prepaid phone cards,  obtaining  prepaid  cellular
service,  securing check  guaranties and  authorizations  and tracking  customer
affinity  programs.  Additionally,  the  Company  rents  videocassettes  through
automated  dispensing units. Most recently,  the Company has changed its primary
business   focus  to  the  health   care   industry;   whereas   the   Company's
telecommunications  expertise and technology have been applied to the healthcare
industry  in  general  and  electronic  processing  of medical  claims,  on-line
insurance eligibility verification and e-commerce, specifically.

Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information. In the opinion of management, all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating results for the three-month period ended September 30,
1999 are not necessarily  indicative of the results that may be expected for the
year ended June 30, 2000.  For further  information,  refer to the  consolidated
financial  statements  and  footnotes  included in the  Company's  annual Filing
Statement on form 10-KSB.

Principles of Consolidation

The consolidated  financial statements includes the accounts of MedCom USA, Inc.
and  its  wholly  owned   subsidiaries   Sims  Franchise   Group,   Inc.,   Sims
Communications International, Inc., JustMed.com, Inc. and Link Technologies Inc.
and its wholly owned subsidiaries New View  Technologies,  Inc., Link Dispensing
Systems,  Inc., and Southeast Phone Card, Inc;  additionally,  the  consolidated
financial statements include the accounts of One Medical Services, Inc.,

<PAGE>


Note 1 - Organization and Significant Accounting Policies (Continued)

Movie Bar  Company USA and Vector  Vision Inc.  All  intercompany  balances  and
transactions have been eliminated in consolidation.

Cash and Cash Equivalents

The Company  considers all highly liquid  instruments  purchased with a maturity
date of three months or less to be cash equivalents.

Inventories

Inventories  consists  primarily  of automated  video  dispensing  units,  video
cassette players,  movie video cassettes,  debitlink data transmission units and
other associated miscellaneous parts and equipment and are recorded at the lower
of cost or market determined by the first-in, first-out method.

Property and Equipment

Property and equipment are recorded and depreciated  over their estimated useful
lives  (5-7  years),  utilizing  the  straight-line  method.   Expenditures  for
maintenance and repairs are charged to expense as incurred

Loss Per Common Share

Loss per common share is based on the weighted  average  number of common shares
outstanding during each of the respective  periods.  Common shares issuable upon
exercise of the  convertible  preferred  stock,  common stock options and common
stock  equivalents are excluded from the weighted average number of shares since
their effect would be anti-dilutive.

Goodwill

The excess of the cost of the net tangible and identifiable intangible assets of
acquired  businesses  is  stated  at cost and a portion  is being  amortized  in
conjunction with the recognition of related  licensing income and the balance is
over seven years.

Revenue Recognition

Revenues from the sale of  intelligent  vending  equipment are  recognized  upon
delivery of the equipment.  Revenue from the sale of MedCard units is recognized
upon shipment. Revenue is recognized upon the sale of phone cards at the time of
the sale.  Revenue on the rental of cellular  phones  through  ACDC  machines is
recognized  at the time the  rental is  completed.  Processing  fees  related to
medical  transactions and financial  processing are recognized as revenue at the
time the transaction is completed. Deferred revenue on equipment, which has been
sold and leased back is recognized

<PAGE>

Note 1 - Organization and Significant Accounting Policies (Continued)

over the term of the  resulting  lease.  Automated  movie  rental  revenues  are
recognized at the time of rental and upon delivery of prepaid movie cards (where
applicable).

Patents

Patent  costs are  those  costs  related  to filing  for  patents  and the value
allocated to patents based upon the business  acquisition  of Link  Technologies
and  subsidiaries.  They are  amortized  on a  straight-line  basis based on the
expected useful life of seven years.

Note 2 - Bank Line of Credit

The  Company  had a  secured  revolving  line of  credit  with a bank  for up to
$250,000. The line of credit arrangement was terminated during the quarter ended
September  30,  1999.  The  balance at June 30, 1999 was  $250,000.  The line of
credit was secured by a restricted certificate of deposit with a balance at June
30,  1999 of  $250,000.  Interest  on the line was at 5.77% per  annum,  payable
monthly.

Note 3 - Notes and Loans Payable

A detailed listing of debt at September 30, 1999 is as follows

8% Convertible note payable,  principal due
May, 1998. Debt includes  conversion to common
stock feature with conversion rates ranging
from $1.25 per share.  Currently in default.                           $25,000

Note payable - $10,000 principal, interest at
6%, due on demand                                                       10,000

Note payable - non-interest bearing, payable in
monthly installments of $1,500 through June, 2000                       36,000

Convertible  Bridge  Financing  Note  -  corporation,
bearing  interest  at 4%, principal and interest due
on July 28, 1999. Debt includes  conversion to common
Stock feature at $.70 per share. Currently in default                   70,000

Note Payable - franchisee,  bearing interest at 10%,
principal and interest due in full on October 31, 1999;
debt includes conversion to common stock feature at
$.875 per share                                                        317,619
                                                                      --------
                           Total current maturities                   $458,619

<PAGE>

Note 4 - Capitalized Lease Obligations

The Company leases various equipment,  under leases,  which are accounted for as
capitalized  leases.  The leases  bear  interest  at 12-18%  and are  payable in
monthly installments.  At September 30, 1999, the Company owed $155,916 of which
$45,958 represents the current portion. The terms for the leases vary from 48 to
60 months and the leases are collateralized by the underlying equipment.

Note 5 - License and Other Agreements

On July 20,  1999,  the Company  entered  into an  agreement  with an  unrelated
corporation for the exclusive licensing rights to market the One Medical Service
system.  The Company  received  $300,000  during the quarter ended September 30,
1999 and is scheduled to receive an additional  $267,000 during the remainder of
the current year, of which $83,500 was received during October 1999. The Company
also received a 7-year,  8% unsecured note  receivable in the amount of $810,000
as part of the  transaction.  The note  shall be paid off  primarily  by monthly
royalty  payments to the Company and other  scheduled  payment  amounts over its
term.  These  amounts will be  recognized as income as the royalties are earned.
The licensee can convert the monies paid for royalty and  licensing  fee into an
eighty-one  percent  (81%)  ownership  interest in One Medical  Service.  It can
acquire the remaining  nineteen percent (19%) for the greater of $132,000 or the
fair market value of such  interest.  The unrelated  corporation  also agreed to
assume  approximately  $200,000 of the Company's  inventory and related accounts
payable.  Such  inventory is being  released to the  corporation as requested at
which time the corporation  pays the related accounts  payable.  The corporation
acquired  approximately  $31,000  of this  inventory  during the  quarter  ended
September 30, 1999 and purchased an additional  $63,000 of the inventory  during
October 1999.

In November 1998,  the Company  purchased  certain assets of MedCard  Management
Systems,  Inc.,  along with the  licensing  rights to the  MedCard  name and the
MedCard  System  software  and  network.  The  Company  has  agreed  to fund the
operations of MedCard Management  Systems,  Inc. during its initial  operations,
while the customer base is being  expanded and while the on-line  version of the
system is being developed.  The Company assumed  approximately  $250,000 of such
expenses of MedCard during the quarter ended September 30, 1999.  These expenses
are included in general and  administrative,  and selling and marketing expenses
in the accompanying consolidated statements of operations.

Effective  July  1999,  the  Company  entered  into an  agreement  with  MedCard
Management  Systems,  Inc,  whereby  Medcard  assigned the income  earned by its
wholly owned  subsidiary,  Suffolk County Medical  Economics (SBME), in exchange
for the Company  agreeing to  reimburse  MedCard  for SBME's  expenses.  Profits
earned by SBME will then be allocated  between the Company and SBME based upon a
predetermined formula. The Company recognized $172,567 of income related to this
agreement during the quarter ended September 30, 1999.

<PAGE>

Note 6 - Continuing Operations

The  accompanying  financial  statements  have been  prepared on a going concern
basis  which   contemplates   the  realization  of  assets  and  liquidation  of
liabilities in the ordinary course of business.  In prior years, the Company had
been in the  development  stage and did not begin earning  significant  revenues
until the middle of fiscal year ended 1994.  During the years  ending June 1995,
through  June 1999,  the  Company  continued  to suffer  recurring  losses  from
operations. In fiscal year ended June 30, 1995, the Company completed an initial
public  offering  for $5.2  million.  In  subsequent  periods,  the  Company has
successfully  completed  the  raising  of  additional  capital  to help fund its
operations  by  completing  private  placements.   The  consolidated   financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going  concern.  If the Company is unable to generate
profits from operations or raise additional equity financing, it may not be able
to continue as a going concern. See the Company's Form 10-KSB for the year ended
June 30, 1999.

Note 7 - Stockholders Equity

During the quarter ended September 30, 1999, the following  equity  transactions
occurred:

The Company issued 545,951 shares of common stock at $.82 per share in a private
placement  raising  $430,952 net of $16,728 in offering costs.  The Company also
issued a five-year  warrant to purchase  109,190 shares of common stock at $1.12
per share,  with a cost of  $69,528,  based  upon an  imputed  value of $.64 per
share.

The Company  issued 600 shares of common stock for the  conversion of 300 shares
of Series A preferred stock.

The Company  issued  182,500 shares of its common stock for $140,211 of services
and equipment received.

The Company  issued  84,571 shares of its common stock as payment for $89,653 of
previously existing accounts payable.

The Company issued 94,511 shares of common stock as payment for $81,977 of notes
payable and accrued interest.

The Company issued a five-year  warrant to purchase 100,000 shares of its common
stock at $1.25 per share in exchange for software development  services,  with a
capitalized  cost of  $56,224,  based upon an  imputed  value of $.56 per share.
Additionally,  the Company issued warrants to purchase  136,334 shares of common
stock at prices  ranging  from $.70 to $1.00  per  share to the  holders  of the
Series C  preferred  stock and a certain  note  holder.  The warrant to purchase
20,000 of the shares expires in July 2002 and the balance  expires in July 2004.
$77,184 of expense has been recognized as stock based  compensation/services  on
the accompanying statements of operations,  based on imputed values ranging from
$.52 to $.81 per warrant.

<PAGE>

Note 7 - Stockholders' Equity (Continued)

The Company  issued  warrants to purchase  550,000 shares of common stock of its
wholly owned  subsidiary,  JustMed.com,  Inc. at $5.00 per share in exchange for
services and  capitalized  software  development  costs.  The warrants expire in
three years, and warrants to purchase 450,000 of the shares are convertible into
the Company's  common stock at 125% of the closing price of the Company's common
stock at the date of conversion.  The value of these  warrants,  which was based
upon  the  value of the  underlying  services  provided,  was  determined  to be
$221,248,  based upon imputed  values  ranging from $.19 to $.58 per share.  The
Company  also issued an  additional,  four-year  warrant to  purchase  1,000,000
shares of JustMed.com's common stock at $2.00 per share to the originator of the
JustMed.com  idea.  No value  is  ascribed  to this  warrant  as no  significant
services were rendered and the value is not determinable.

The total value of the above  mentioned  stock and warrants  that is included in
general and administrative expenses in the accompanying  consolidated statements
of operations was $293,911 and $293,762 for the quarters ended December 31, 1999
and 1998, respectively.

The Company  accounts for stock based  compensation in accordance with Financial
Accounting  Standards  Board  Statement  No.  123,  "Accounting  for Stock Based
Compensation," ("FAS 123") which encourages,  but does not require, companies to
recognize  compensation  expense  for grants of stock,  stock  options and other
equity instruments to employees. FAS 123 requires the recognition of expense for
such  grants,   described   above,  to  acquire  goods  and  services  from  all
non-employees.  Additionally,  although expense recognition is not mandatory for
issuances to employees,  FAS 123 requires companies that choose not to adopt the
new fair value  accounting  rules to disclose  pro forma net income and earnings
per share information using the new method.

The Company has adopted the disclosure-only  provisions of FAS 123. Accordingly,
no  compensation  cost has been recognized for the issuances of stock options to
employees.  The  Company  did not issue any stock  options to  employees  of the
Company during the quarter ended September 30, 1999.

Note 8- Business Segments

The  Company has two  reportable  segments:  intelligent  vending  machines  and
medical related  processing.  The medical  segment  includes the insurance claim
verification and processing, the One Medical licensing revenue and other related
income  and  the  SBME  income.   The  intelligent   vending   machines  include
telecommunications,   automated   movie   rentals  and   financial   transaction
processing.  These  components were  previously  considered  separate  segments,
however,  they are now  combined  to reflect  the  Company's  new and  increased
emphasis  in the health care  segment of the  business.  Additionally,  they all
utilize the same technology,  the Company's  intelligent  "Debit Link" system, a
monetary transaction  processing platform.  Telecommunications  include the sale
and processing of cellular  telephone  rentals and prepaid  cellular phone cards
and other telecommunications related services. The automated movie section rents
videocassettes  through automated dispensing units in hotels,  located primarily
in Florida and California. The medical

<PAGE>


Note 8- Business Segments (continued)

transaction   processing   segment  utilizes  a  communication  and  transaction
processing  platform  which allows  pharmacies to access on-line credit card and
medical reimbursement  approval and automated product ordering and payment. This
segment also includes the verification of health insurance and the processing of
medical claims with the various health insurance providers.

Operating  results and other financial data are presented for the two reportable
segments of the Company for the three months ended  September 30, 1999 and 1998.
Results for the three months ended  September  30, 1998 have been  combined into
the two  segments  to reflect  the  current  method of  operations.  Net revenue
includes sales to external  customers  within the segment and related  licensing
revenue.  Cost of goods sold includes costs  associated  with net revenue within
the segments.  Segment income (loss) does not include general and administrative
expenses, selling and marketing, and other

income (expense) items or income taxes.  Identifiable  assets for each operating
segment consist of cash, receivables, inventory, prepaid expenses, net machinery
and  equipment  and  goodwill.  Corporate  assets  are cash,  patents  and notes
receivable related to a previously discontinued segment:

                                                       Segment
                    Net-     Cost of   Depreciation     Profit    Identifiable
                  Revenues  Services  & Amortization    (Loss)       Assets
September 30, 1999:

Intelligent Vending
Machines          $295,493    $76,167     $208,957      $10,369    $2,119,517

Medical
Transaction
Processing-       $872,481   $206,897     $290,658     $374,926    $4,212,040

Corporate & Other-      --         --    $  18,455    $ (18,455)  $   533,512
                   ----------------------------------------------------------

Consolidated    $1,167,974   $283,064     $518,070     $366,840    $6,685,069
                ==========   ========     ========    ==========  ===========

Selling, General &
  & Adminstrative                                    $1,234,542
                                                     ----------
Loss Before Income Taxes                             $ (867,702)
                                                     ===========



<PAGE>

                                                        Segment
                     Net-     Cost of    Depreciation   Profit     Identifiable
                   Revenues   Services & Amortization    (Loss)       Assets
September 30, 1998:

Intelligent Vending
Machines          $338,411   $132,685      $183,920      $ 21,806   $3,854,737

Medical
Transaction
Processing-      $  39,045  $  13,823     $  19,512     $   5,710   $1,071,004

Corporate & Other-      --         --     $  18,455     $ (18,455)  $  874,349
                   ------------------------------------------------------------

Consolidated      $377,456   $146,508      $221,887     $   9,061   $5,800,090
                  ========   ========      ========    ==========   ===========

Selling, General
  & Administrative                                     $1,616,799
                                                       -----------
Loss Before Income Taxes                              $(1,607,738)
                                                      ===========


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of Operations-Three Months Ending September 30, 1999

During the three month period ended September 30, 1999, total revenues  amounted
to $1,167,974 versus last year's revenue of $377,456.  The Company is in a state
of  transition  with its  expansion  and  focus  on the  Medical  and  Financial
Transaction  Processing  Segment.  This  business  segment  produced  revenue of
$872,481 for the quarter  ended  September  30, 1999, as compared to $39,045 for
the quarter  ended  September  30,  1998.  Conversely,  there has been a gradual
decline in the emphasis on intelligent  vending  machine income with revenues of
$295,493  during the quarter  ended  September  30, 1999 versus  $338,411 in the
prior period.

The Company  entered into the agreement with MedCard  Management  Systems,  Inc.
regarding  its wholly owned  subsidiary  SBME because  management  believes that
involvement with SBME will lead to additional  opportunities to promote and sell
the MedCard  service.  Plus, the SBME services readily align themselves with the
MedCard system.

Gross profit for the three months ended September 30, 1999 totaled $884,910 with
a margin of 76% due to the  introduction  of the higher  gross margin of the new
business  segments and the licensing  revenue related to the One Medical System.
The comparable margin last year was $230,948 or 61%. Selling and marketing,  and
general and  administrative  expenses are lower for the quarter ended  September
30, 1999 compared to the same period last year ($1,209,992 vs.  $1,578,613) as a

<PAGE>

result of several factors.  The Company realized the benefits of cost reductions
made  during the latter  part of the prior  fiscal  year and during the  current
fiscal year.  Additionally,  in the prior year, the Company incurred significant
start-up  costs  related to its new line of business  focus and the expansion of
its other business segments. Expenses related to prior operations and agreements
in place,  which were being  assuaged,  compounded  an  increase  in general and
administrative expenditures.

The  Company  continues  to  invest  its human and  financial  resources  in the
development of its auction site,  Medstore and JustMed on-line  verification and
billing system through its Justmed.com health portal. The continued  development
of these  business to  business  on-line  applications  will  contribute  to the
majority of the Company's revenue in the future.

Liquidity and Sources of Capital

During the quarter  ended  September  30, 1999,  the  Company's  operating  cash
requirement was $509,638,  attributable  to a net loss of $870,102  mitigated by
non-cash  charges for  depreciation  and  amortization  ($518,070) and stock and
option based services  ($293,930).  This  shortfall was primarily  funded by the
sale of common stock for $430,952 and the $300,000 of the licensing fee received
related to One Medical Service.  Partially  offsetting this funding were capital
expenditures of $79,458.

The Company used its previously  restricted  cash to pay off its line of credit.
This accounts for $250,000 of the decrease in cash during the period.  (See Note
2 to the accompanying financial statements).

The $1,607,738 net loss for the comparable prior period was funded by a $283,645
charge  for  stock  based  compensation  (to  conserve  cash)  and  proceeds  of
$1,214,625 in private placement of the Company's common stock.

Between October 1, 1999 and April 3, 2000, the Company raised  approximately  an
additional  $5,700,000,  net of expenses  of  approximately  $642,000,  from the
issuance of  6,016,694  shares of common  stock at prices  ranging  from $.45 to
$4.00 per share.  A total of  2,544,861  of these  shares  were issued at prices
below  market  because  these  shares  were  restricted  from sale in the public
markets.  Additionally, the Company has received approximately $2.1 million upon
the  exercise of options and  warrants  to  purchase  approximately  1.8 million
shares of the  Company's  common stock at prices  ranging from $.44 to $5.00 per
share.

The  Company's  auditors  stated  in their  report  on the  Company's  financial
statements  for the year  ended  June 30,  1999 that due to  MedCom's  recurring
losses form  operations  there is  substantial  doubt as to MedCom's  ability to
continue in  business.  The  existence of such an  explanatory  paragraph in the
auditor's  opinion can make it more difficult for the Company to raise or borrow
additional funds,

Although  the Company has reduced its cash  requirements  for normal  operations
through the sale of the Link assets and the license of the One Medical  Services
Network, it will still need cash to fund operating losses during the year ending
June 30, 2000. As of April 3, 2000 the Company had  approximately  $5,000,000 in

<PAGE>

cash.  The Company  believes  that this amount  will be  sufficient  to fund its
operations,  to purchase computer and telecommunications  equipment required for
expansion of the MedCard  System,  and the  acquisition and operations of DCB as
discussed in below. In the event that the Company does not have adequate cash to
purchase all of the computer and  telecommunications  equipment which it expects
it will  need,  the  Company  is of  opinion  that it will be able to  acquire a
certain amount of the equipment through leasing  arrangements or other financing
sources.  The  Company  may  also be  able  to  obtain  additional  funding,  if
necessary,  by selling  additional  shares of its common stock.  There can be no
assurance,  however, that the Company will be successful in obtaining additional
funding.

      In April 2000,  the Company  acquired 100% of the stock of DCB Actuaries &
Consultants SRO (DCB), a Czech Republic based company and certain technology and
intellectual  property from DSM, LLC, a Florida limited liability  company.  DCB
developed and currently operates a health insurance decision support system with
advanced data  structures.  DCB's advanced data structures can support the needs
of a  comprehensive  health  care  delivery  system  in a  multitude  of  areas,
including:   patient   services,   risk   management,   clinical   services  and
administrative  functions.  Clinical  services  provided by DCB's system include
electronic  patient  record  systems,  critical  care pathways  (i.e.  treatment
programs) and electronic  medical documents (i.e.  x-rays,  lab results,  EKG's,
etc.).   Administrative   functions  provided  by  DCB's  system  cover  quality
assurance,  claims management and market/sales  analysis. The Company intends to
market  DCB's  products  and  services to  hospitals,  insurance  companies  and
governmental agencies in the United States and abroad.

The Company had $95,000 of convertible  notes payable that were in default as of
September  30,  1999,  including a note for  $70,000,  the due date of which was
subsequently  extended to November 1, 2000.  The  balance,  $25,000,  remains in
default as the Company is unable to locate the lender.  Of the  remaining  notes
payable,  approximately  $19,714 was paid and $343,905  was  converted to common
stock during the quarter ended March 31, 2000.

Year 2000 Issue

The Year 2000 issue does not materially  affect the Company's  computer systems,
software  or other  business  systems.  The  Company  has  conducted a review to
identify areas that could be affected and has developed an  implementation  plan
to ensure  compliance.  The Company believes that with modifications to existing
software  the issue will not pose  significant  operational  concerns nor have a
material  impact on financial  position or results of  operations.  The costs of
modifications  are not expected to be material and will be expensed as incurred.
The Company has  requested  that its major  independent  suppliers and providers
confirm that they will be Year 2000 compliant.





<PAGE>



                                     PART II

                                Other Information

      Item 1.  Legal Proceedings.

      See Item 3 to the  Company's  annual  report on Form 10-KSB/A for the year
ended June 30, 1999 for information concerning the Company's legal proceedings.

      Item 2.  Changes in Securities.

      Note 7 to the  financial  statements  included  as  part  of  this  report
discloses  the shares of the  Company's  common  stock which were issued or sold
during the quarter ended September 30, 1999, none of which were registered under
the Securities Act of 1933.

      With respect to the  foregoing,  the shares issued upon the  conversion of
the Series A preferred  stock and in settlement of the notes payable were issued
in reliance upon the exemption provided by Section 3(a)(9) of the Act.

      The remaining shares issued or sold during the quarter were issued or sold
in reliance upon the exemption  provided by Section 4(2) of the Act. The persons
who acquired these shares were either accredited or sophisticated investors. The
shares of common stock were acquired for investment  purposes only and without a
view to distribution.  The persons who acquired these shares were fully informed
and advised  about  matters  concerning  the Company,  including  the  Company's
business, financial affairs and other matters. The persons acquired these shares
for their own accounts. The certificates representing the shares of common stock
bear  legends  stating that the shares may not be offered,  sold or  transferred
other than pursuant to an effective  registration statement under the Securities
Act of 1933,  or pursuant to an  applicable  exemption  from  registration.  The
shares are "restricted"  securities as defined in Rule 144 of the Securities and
Exchange Commission.


<PAGE>


                                   SIGNATURES



      Pursuant to 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.


                                    MEDCOM USA, INC.



                                    By:  /s/ Mark Bennett
                                         Mark Bennett, President


                                         /s/ Alan Ruben
                                      Alan Ruben, Principal Financial and
                                       Accounting Officer

Date: April 18, 2000




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