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, 1997

[ ] 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 jurisdiction                          (I.R.S. Employer 
 of incorporation)                                   Identification No.)

                20 Red Ground Road, Old Westbury, New York 11568
                    (Address of principal executive offices)

                    Issuer's telephone number: (516) 626-0360
       Securities registered under Section 12(b) of the Exchange Act: None
         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value 
                                (Title of Class)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. 
Yes [ X ] No [   ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation  S-B and no disclosure  will be contained,  to the best of the
registrant's  knowledge,  in the  definitive  proxy  or  information  statements
incorporated  by Reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB [   ]

     Number of shares  outstanding of the issuer's common equity,  as of May 25,
1997 (exclusive of securities convertible into common equity): 9,212,551
<PAGE>
                                     Part I


Item 1.  Business Development

In  April  1988,  Medi-Data  International,  Inc.  (the  "Company")  ceased  all
operations.  When it was  operating,  the Company  had  devoted its  business to
developing  a program  to monitor  the  interaction  and misuse of  prescription
drugs,  over-the-counter  medication and food  supplements.  For the years ended
February  28,  1997 and 1996,  the  Company  had no  operations  or income  from
operations.

During the year ended  February 29,  1996,  the Company  invested in  marketable
securities which resulted in realized gains of $74,004. At February 29, 1996 all
of the marketable securities have been sold.

The company is  presently  seeking to acquire an  operating  company  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 quarter  ended  February 28,  1997,  the  Company's  only expense was to
accrue the state minimum tax. For the year ended  February 28, the Company had a
net loss of $1,995 as  compared  to a net  income of $2,665  for the year  ended
February 28, 1996. In 1995, the Company invested in marketable  securities which
resulted in a realized gain for the year ended February 29, 1996 of $74,004. The
Company had no investments in securities for the current year.

Liquidity and Capital Resources

The Company  ceased all  previous  operations  in April 1988,  and for the years
ended  February 28, 1997 and 1996 the company had no  operations  or income from
operations.  During the quarter  ended  August 31, 1995 the Company  invested in
marketable securities and the proceeds were used to pay the shareholder loans in
full. All securities  were sold by the fiscal year end of February 1996, and the
Company has not made any additional  investments.  At February 28, 1997 and 1996
the  Company  has  a  shareholders'  deficiency  of  $1,059,568  and  $1,057,572
respectively.

Item 7. Financial Statements.

The Company's financial statements are set forth herein.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

No disagreements or changes occurred.



















                                     - 2 -
<PAGE>
INDEPENDENT AUDITORS' REPORT


The Board of Directors of
Medi-Data International, Inc.

We have audited the accompanying balance sheets of Medi-Data International, Inc.
as of February 28, 1997 and 1996 and and the related  statements of  operations,
stockholders'  equity  and cash  flows  for the  years  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 1996 and the results of its  operations and its cash
flows for the years ended,  in conformity  with  generally  accepted  accounting
principles.




Capraro, Centofranchi, Kramer & Co., P.C.
South Huntington, New York
May  23, 1997























                                     - 3 -
<PAGE>
<TABLE>
<CAPTION>
                                     MEDI-DATA INTERNATIONAL, INC.
                                            BALANCE SHEETS
                                             FEBRUARY 28,


                                                                             1997             1996
                                                                         -----------      -----------
<S>                                                                      <C>              <C>
                                     ASSETS

CURRENT ASSETS
         Cash, including money market funds of $63 .................     $       128      $       845
         Due from shareholder ......................................           5,650            6,250
                                                                         -----------      -----------

                  TOTAL ASSETS .....................................     $     5,778      $     7,095
                                                                         ===========      ===========


               LIABILITIES AND SHAREHOLDERS' DEFICIENCY IN ASSETS


CURRENT LIABILITIES
         Due to shareholders .......................................     $       400      $      --
         Accrued expenses and other current liabilities ............          61,778           61,500
                                                                         -----------      -----------

                  Total Current Liabilities ........................          62,178           61,500
                                                                         -----------      -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY IN ASSETS
         Common stock, $.001 par value 50,000,000 shares authorized,
          9,213,051 issued and outstanding .........................           9,213            9,213
         Additional paid-in capital ................................         993,954          993,954
         Accumulated Deficit .......................................      (1,059,567)      (1,057,572)
                                                                         -----------      -----------
                  Total Shareholders' Deficiency in Assets .........         (56,400)         (54,405)
                                                                         -----------      -----------

                  TOTAL LIABILITIES AND
                    SHAREHOLDERS' DEFICIENCY IN ASSETS .............     $     5,778      $     7,095
                                                                         ===========      ===========




                            See accompanying notes to financial statements
</TABLE>






                                               - 4 -
<PAGE>
<TABLE>
<CAPTION>
                               MEDI-DATA INTERNATIONAL, INC.
                                 STATEMENTS OF OPERATIONS
                             FOR THE YEARS ENDED FEBRUARY 28,



                                                                1997              1996
                                                             -----------      -----------
<S>                                                          <C>              <C>
Costs & Expenses:
  Selling, general and administrative, including
         interest expense of $252 in 1995 ..............     $     1,623      $    71,747
                                                             -----------      -----------

         Loss before other income and state income taxes          (1,623)         (71,747)
                                                             -----------      -----------

Other Income (Expenses):
  Interest and dividend income .........................               2            1,365
  Realized gain on sale of securities ..................               0           74,004
                                                             -----------      -----------
           Total Other Income (Expense) ................               2           75,369
                                                             -----------      -----------

         Income (Loss) before state income taxes .......          (1,621)           3,622

State income taxes .....................................             374              957
                                                             -----------      -----------

         Net Income (Loss) .............................     $    (1,995)     $     2,665
                                                             ===========      ===========



Earnings per share .....................................     $    0.0001      $    0.0003
                                                             ===========      ===========



Primary and Fully Diluted Shares .......................       9,212,551        9,212,551
                                                             ===========      ===========







                      See accompanying notes to financial statements
</TABLE>






                                     - 5 -
<PAGE>
<TABLE>
<CAPTION>
                                          MEDI-DATA INTERNATIONAL, INC.
                                 STATEMENTS OF SHAREHOLDERS' DEFICIENCY IN ASSETS
                                  FOR THE YEARS ENDED FEBRUARY 28, 1997 AND 1996



                                                                     Capital                           Total
                                          Common Shares             in excess     Accumulated      Shareholders'
                                      Shares         Amount       of par value      Deficit           Equity
                                  -----------     -----------     -----------     -----------      -----------
<S>                               <C>             <C>             <C>             <C>              <C>


Balance February 28, 1995 ...       9,150,051     $     9,150     $   969,017     $(1,060,217)     $   (82,060)

Issuance of common stock ....          62,500              63          24,937            --             25,000

Net income for the year ended
         February 29, 1996 ..            --              --              --             2,655            2,655
                                  -----------     -----------     -----------     -----------      -----------

Balance February 29, 1996 ...       9,212,551           9,213         993,954      (1,057,572)         (54,405)

Net income for the year ended
         February 28, 1997 ..            --              --              --            (1,995)          (1,995)
                                  -----------     -----------     -----------     -----------      -----------

Balance February 28, 1997 ...       9,212,551     $     9,213     $   993,954     $(1,059,567)     $   (56,400)
                                  ===========     ===========     ===========     ===========      ===========





                                  See accompanying notes to financial statements
</TABLE>




















                                                       - 6 -
<PAGE>
<TABLE>
<CAPTION>
                                   MEDI-DATA INTERNATIONAL, INC.
                                     STATEMENTS OF CASH FLOWS
                                 FOR THE YEARS ENDED FEBRUARY 28,


                                                                            1997           1996
                                                                         ---------      ---------
<S>                                                                      <C>            <C>
Cash flows from operating activities

         Net Income (Loss) .........................................     $  (1,995)     $   2,665
         Adjustments to reconcile net income to net cash provided by
           (used in) operating activities
         (Increase) Decrease In:
         Other Assets ..............................................           600            
         Increase (decrease) in:
         Accrued expenses and other current liabilities ............           278         45,953
                                                                         ---------      ---------
         Net cash used in operating activities .....................        (1,117)        48,618

Cash flows from financing activities:
         Net proceeds from the issuance of common stock ............                       25,000
         Advances (Repayments) of shareholders' loans ..............           400       (131,250)
                                                                         ---------      ---------
         Net cash used in financing activities .....................           400       (106,250)
                                                                         ---------      ---------

         Net increase (decrease) in cash and cash equivalents ......          (717)       (57,632)

         Cash and cash equivalents - beginning .....................           845         58,477
                                                                         ---------      ---------

         Cash and cash equivalents - end ...........................     $     128      $     845
                                                                         =========      =========

<CAPTION>

                       SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest and taxes was as follows:
                                                               1997         1996
                                                               ----       ------
<S>                                                            <C>        <C>
                 Interest ..............................         --       27,751

                 Taxes .................................        404          957



                 See accompanying notes to financial statements
</TABLE>





                                     - 7 -
<PAGE>
                          MEDI-DATA INTERNATIONAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED FEBRUARY 28, 1997 AND 1996

         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
                  company in  January  1994 and  September  1994 as a vehicle to
                  purchase other companies, if and when such acquisitions became
                  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        RELATED PARTY TRANSACTIONS

                  Included in the  statement  of  operations  for the year ended
                  February  29,  1996  is a  $60,000  management  fee  paid to a
                  company  who is owned by the spouse of a majority  shareholder
                  of the Company.

         3        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.













                                     - 8 -
<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 25, 1997 with respect to
the officers and directors of the Company:
<TABLE>
<CAPTION>
                                                      Year First Appointed
   Name                 Age         Director             Office Held
   ----                 ---         --------             -----------
<S>                     <C>           <C>                 <C>
Terry Brooks            44            1994                President
Gary Nadelman           45            1996                Secretary
</TABLE>

The term of office of each of the above  directors,  pursuant  to the By-laws of
the Company,  will continue  until the next Annual Meeting of  Shareholders  and
until their respective successors are elected and qualified.


TERRY BROOKS is President  and a director of the  Company.  Ms.  Brooks has been
President of the company since  September 27, 1994 when Marc Gold resigned.  Ms.
Brooks has served as a director of the Company  since  January 24, 1994 when she
became a principal shareholder of the Company. Ms. Brooks for more than the past
five  years  has  been  principally   engaged  in  management  of  her  personal
investments.


GARY NADELMAN is Secretary and a director of the Company.  Mr. Nadelman has been
the president of Synari Inc., of New York, NY, a privately held  manufacturer of
women's sportswear and other apparel, for more than five years.


Item 10.  Executive Compensation.


No officer or director of the Company received compensation as salary during the
years ended February 28, 1997 and 1996.

Item  11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth the beneficial  ownership of the Company's common
stock as of May 25,  1997 for each person  known by the Company to  beneficially
own more than five percent of the shares of the outstanding  Common Stock,  each
of the Company's directors, and the executive officers listed in Item 9.










                                     - 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%

1 - Based on the  information  furnished  by the  beneficial  owners.  Except as
otherwise indicated herein, each beneficial owner has sole voting power and sole
investment power with respect to all shares owned.

2 - Includes  3,000,000  shares held by Ms.  Brooks as  custodian  for her minor
children.
</TABLE>


Item 12.  Certain Relationship and Related Transactions.

                                      none

































                                     - 10 -
<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 25, 1997                               MEDI DATA INTERNATIONAL, INC.

                                                   /s/Terry Brooks
                                                   --------------------
                                                   Terry Brooks, President








































                                     - 11 -