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>