<PAGE> 1
                                             FORM 10-K

                  SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C.   20549

[  x  ]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended - December 31, 1997
          OR
[     ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________.

                    Commission file number 0-29462

                   MEDICAL MANAGEMENT SYSTEMS, INC.
         (Exact name of Company as specified in its charter)

Colorado                                95-4121451
State or other jurisdiction of          (I.R.S. Employer 
incorporation or organization           Identification No.)


                        5459 South Iris Street
                     Littleton, Colorado   80123
   (Address of principal executive offices, including postal code.)

                            (303) 932-9998
         (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class      Name of each exchange on which registered

     None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

     Common Stock

Securities registered pursuant to Section 15(d) of the Act:

Title of each class

     None           

     Indicate by check mark whether the Company (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Company was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.   YES [ x ]   NO [   ]  

<PAGE> 2

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [  ]

The number of shares outstanding each of the Registrant's classes of
Common Stock, as of December 31, 1997 was 18,310,330.













































<PAGE> 3
                                PART I

ITEM 1.   BUSINESS

History, Organization and Change of Control.

     MEDICAL MANAGEMENT SYSTEMS, INC. (the "Company"), was organized
under the laws of the State of Colorado, on July 30, 1987.  The Company
was formed for the purpose of creating a corporate vehicle to seek,
investigate and, if such investigation warranted, acquire an interest
in business opportunities.  

     On March 24, 1989, the Company completed a public offering of
150,000 Units.  Each Unit consisted of one share of its no par value
common stock (the "Common Stock"), one Class A common stock purchase
warrant and one Class B common stock purchase warrant.  The Class A and
Class B warrants expired on October 19, 1992.  In connection with the
offering, the underwriter received for $100 a purchase warrant for
15,000 shares of common stock at $0.60 per share.

     On September 10, 1991, the Company's Board of Directors approved
a 20 to 1 reverse stock split.  

     On September 30, 1991, pursuant to a Share Exchange Agreement (the
"Exchange"), the Company issued an aggregated of 4,680,000 shares of
Common Stock in connection with its acquisition of Staley Corp.
("Staley"), a privately held development stage Colorado corporation,
wherein the Company acquired all of the issued and outstanding shares
of Staley.  Prior to the exchange, the Company had an aggregate of
610,000 shares issued and outstanding.  On the same date the Company's
name was changed to Dog World, Inc.  In accordance with the Agreement,
all but one of the Company's officers and directors resigned, and the
directors and executive officers of Staley were elected directors and
executive officers of the Company.

     From February 1, 1992 to November 1, 1993, the Company operated a
dog training and obedience facility located in Grand Prairie, Texas
under the name Dogs Only, Inc., a wholly owned subsidiary of Dog World,
Inc.  The Company also offered dog boarding and kenneling, retail sales
of dog and cat care supplies, dog and cat food, as well as, veterinary
services through arrangements with independent veterinarians.  Prior to
February 1, 1992, the Company was considered to be in the development
stage and had not generated any revenues.

     During the second and third quarter of fiscal 1993, the Company
raised $543,100 in a private placement sale of 1,810,333 shares of
Common Stock.  The proceeds from this sale of stock were used to open
a new retail facility, enhance the Company's veterinary service
capabilities and to repay outstanding bank debt.

     In June 1993, using the proceeds from the private placement, the
Company opened a second retail facility in Irving, Texas under the
trade name Vet Works+.  This facility provided a wide range of total
pet care services including a complete veterinary hospital, "Dogs Only"
discipline training, all breed grooming, and indoor lodging and 

<PAGE> 4

boarding, as well as, the sale of pet foods and pet care products.  The
original Dogs Only facility in Grand Prairie, Texas was consolidated on
November 1, 1993 with the Company's Irving, Texas Vet Works+ facility. 

     On June 1, 1993, the Company entered into an agreement with Willis
C. Dearing, DVM, to purchase the assets of Dearing Animal Hospital,
Inc. for cash.  This agreement allowed the Company to offer veterinary
services to patrons of its stores, also provided for certain stock
option arrangements with Dr. Dearing.

     In 1994, the Company issued 860,000 shares of Common Stock to
individuals in a private placement that raised net cash proceeds of
$250,471.  

     On March 15, 1995, the Company filed a Form 15 with the SEC to
terminate its duty to file reports under section 13 and 15(d) of the
Securities Exchange Act of 1934.

     In April 1995, substantially all the Company's assets and business
operations were sold and the Company subsequently changed its name to
Medical Management Systems, Inc.

     On June 26, 1995, the Company issued 6,000,000 shares to Jack R.
Daugherty, a former officer and director of the Company, in lieu of
payment of a loan in the amount of $150,000 due to Mr. Daugherty.  

     On June 26, 1995, the Company issued 3,000,000 shares to Donald L.
Parnell, a former officer and director of the Company, in lieu of
payment of salary in the amount the $75,000 due Mr. Parnell.  

     On June 26, 1995, the Company issued 400,000 shares to Gary A.
Agron, in lieu of payment of legal fees in the amount of $10,000.

     In August 1996, Mr. Davis, the Company's President, acquired
9,825,498 shares from Jack Daugherty and Donald Parnell, former
officers and directors of the Company and the Company changed its
business purpose to that of a "shell" corporation.

     On May 7, 1997, the Company entered into an Agreement and Release
with Vet Works+ and Willis C. Dearing, DVM, modifying their previous
agreement dated March 28, 1995.  The Agreement and Release is a
settlement of all disputes and claims between the parties.  The
Agreement and Release provides the surrender and cancellation of the
options granted to Dr. Dearing under the 1994 Incentive Stock Option
Agreement under the Dog World, Inc. Incentive Stock Option Plan.

     In June 1997, Mr. Davis transferred 3,275,000 shares of Common
Stock each to Mr. Lee, the Company's Secretary, and Mr. Van Gundy, the
Company's Treasurer, respectively.

     The Company filed its Form 10 on a voluntary basis.  It had no
obligations pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act").  The Company believed that by filing such Form 10
and being obligated to file reports pursuant to Section 13 of the 

<PAGE> 5
Exchange Act, it could attract an acquisition candidate of greater
financial value with a track record of success.  While the Company
believes it will be a more attractive acquisition candidate, there is
no assurance that the foregoing assumption is correct.

     The Company believes that there is a demand by non-public
corporations for shell corporations that have a public distribution of
securities, such as the Company.  The Company believes that demand for
shells has increased dramatically since the Securities and Exchange
Commission (the "Commission") imposed burdensome requirements upon
"blank check" companies pursuant to Reg. 419 of the Securities Act of
1933 (the "Act").  According to the Commission, Rule 419 was designed
to strengthen regulation of securities offerings by blank check
companies, which Congress has found to have been a common vehicle for
fraud and manipulation in the penny stock market.  See Securities Act
Releases No. 6891 (April 17, 1991), 48 SEC Docket 1131 and No. 6932
(April 13, 1992) 51 Docket 0382, SEC Docket 0382.  The foregoing
regulation has decreased, substantially, the number of "blank check"
offerings filed with the Commission, and as a result has stimulated an
increased demand for shell corporations.  While the Company has made
the foregoing assumption, there is no assurance that the same is
accurate or correct and accordingly, no assurance that the Company will
be acquired by or acquire an existing non-public entity.

General.
 
     The Company proposes to seek, investigate and, if warranted,
acquire an interest in one or more business opportunities ventures.  As
of the date hereof the Company has no business opportunities or
ventures under contemplation for acquisition but proposes to
investigate potential opportunities in the form of investors or
entrepreneurs with a concept which has not yet been placed in
operation, or in the form of firms which are developing companies.  The
Company may seek out established businesses which may be experiencing
financial or operation difficulties and are in need of the limited
additional capital the Company could provide.  The Company anticipates
that it will seek to merge with or acquire an existing business.  After
the merger or acquisition has taken place, the surviving entity will be
the Company (Medical Management Systems, Inc.), however, management
from the acquired entity will in all likelihood operate the Company. 
There is however, a remote possibility that the Company may seek to
acquire and operate an ongoing business, in which case the existing
management might be retained.  Due to the absence of capital available
for investment by the Company, the types of business seeking to be
acquired by the  Company will no doubt be smaller and higher risks
types of businesses.  In all likelihood, a business opportunity will
involve the acquisition of or merger with a corporation which does not
need additional cash but which desires to establish a public trading
market for its Common Stock.  Accordingly, the Company's ability to
acquire any business of substance will be extremely limited.

     The Company does not propose to restrict its search for investment
opportunities to any particular industry, or geographical location and
may, therefore, engage in essentially any business, anywhere, to the
extent of its limited resources. 

<PAGE> 6

     It is anticipated that business opportunities will be available to
the Company and sought by the Company from various sources, throughout
the United States including its Officers and Directors, professional
advisors such as attorneys and accountants, securities broker/dealers,
venture capitalists, members of the financial community, other
businesses and others who may present solicited and unsolicited
proposals.  The reason for this is to attract the most favorable
business opportunities and ventures available.  Management believes
that business opportunities and ventures will become available to it,
due to a number factors, including, among others:  (a) management's
willingness to enter into unproven, speculative ventures; (b)
management's contacts and acquaintances; and, (c) the Company's
flexibility with respect to the manner in which it may structure
potential financing and/or acquisitions.  However, there is no
assurance that the Company will be able to structure or finance and/or
acquire any business opportunity or venture.  

Operation of the Company.

     The Company intends to search throughout the United States for a
merger/acquisition candidate, however, because of the lack of capital,
the Company believes that the merger/acquisition candidate will be
conducting business within a limited geographical area.  The Company,
however, intends to maintain its corporate headquarters and principal
place of business at 5459 South Iris Street, Littleton, Colorado 80123. 
All corporate records will be maintained at said office, and it is
anticipated that all shareholders' meetings will take place in
Colorado.  In the event that a merger or acquisition of the Company
takes place, no assurance can be given that the corporate records or
headquarters will continue to be maintained at Littleton, Colorado, or
that shareholders' meetings will be held in Colorado. 

     The Officers and Directors will personally seek acquisition/merger
candidates and/or orally contact individuals or broker/dealers and
advise them of the availability of the Company as an acquisition
candidate.  The Officers and Directors will review material furnished
to them by the proposed merger/acquisition candidates and decide if a
merger/acquisition is in the best interests of the Company and its
shareholders.    

     The Company may employ outside consultants, however, until a
merger/acquisition candidate has been targeted by the Company,
management believes that it is impossible to consider the criteria that
will be used to hire consultants.  While the Company may hire
independent consultants, it has not considered any criteria regarding
their experience, the services to be provided, or the term of service. 
The Company has not had any discussions with any consultants and there
are no agreements or understandings with any consultants.

     Other than as disclosed herein, there are no other plans for
accomplishing the business purpose of the Company.




<PAGE> 7

Selection of Opportunities.   
 
     The analysis of new business opportunities will be undertaken by
or under the supervision of the Officers and Directors, none of whom is
a professional business analyst or has any previous training or
experience in business analysis.  Inasmuch as the Company will have no
funds available to it in its search for business opportunities and
venture, the Company will not be able to expend significant funds on a
complete and exhaustive investigation of such business or opportunity. 
The Company will however, investigate, to the extent believed
reasonable by its management, such potential business opportunities or
ventures. 
 
     As part of the Company's investigation, Officers and Directors
will meet personally with management and key personnel of the firm
sponsoring the business opportunity, may visit and inspect plants and
facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel,
and conduct other reasonable measures, to the extent of the Company's
limited financial resources and management and technical expertise. 

     Prior to making a decision to recommend to shareholders
participation in a business opportunity or venture, the Company will
generally request that it be provided with written materials regarding
the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections with related assumptions upon which
they are based; evidence of existing patents, trademarks or service
marks or rights thereto; present and proposed forms of compensation to
management; a description of transactions between the prospective
entity and its affiliates during relevant periods; a description of
present and required facilities; an analysis of risks and competitive
conditions; and, other information deemed relevant.  

     It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and costs for accountants,
attorneys and others.  $17,503 in legal and accounting expenses, $2,241
in stock transfer fees and $1,853 in travel and miscellaneous expenses
were paid by Mr. Davis and Mr. Lee, Officers and Directors of the
Company.  Mr. Davis and Mr. Lee anticipate funding the Company's
operations, including providing funds necessary to search for
acquisition candidates.  Mr. Davis and Mr. Lee anticipate funding such
expenses until an acquisition candidate is found, without regard to the
amount involved.  Accordingly, no alternative cash resources have been
explored.  








<PAGE> 8

     The Company will have unrestricted flexibility in seeking,
analyzing and participating in business opportunities.  In its efforts,
the Company will consider the following kinds of factors: 

          (a)  Potential for growth, indicated by new technology,
          anticipated market expansion or new products; 

          (b)  Competitive position as compared to other firms engaged
     in similar activities; 
 
          (c)  Strength of management; 

          (d)  Capital requirements and anticipated availability of
     required funds from future operations, through the sale of
     additional securities, through joint ventures or similar
     arrangements or from other sources; and,  

          (e)  Other relevant factors. 

     Potentially available business opportunities may occur in many
different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.  Potential
investors must recognize that due to the Company's limited capital
available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.   
 
     The Company is unable to predict when it may participate in a
business opportunity.  It expects, however, that the analysis of
specific proposals and the selection of a business opportunity may take
several months or more.  The Company does not plan to raise any capital
at the present time, by private placements, public offerings, pursuant
to Regulation S promulgated under the Act, or by any means whatsoever. 
Further, there are no plans, proposals, arrangements or understandings
with respect to the sale or issuance of additional securities prior to
the location of an acquisition or merger candidate.
 
Form of Acquisition.
 
     The manner in which the Company participates in an opportunity
will depend upon the nature of the opportunity, the respective needs
and desires of the Company and the promoters of the opportunity, and
the relative negotiating strength of the Company and such promoters. 
The exact form or structure of the Company's participation in a
business opportunity or venture will be dependent upon the needs of the
particular situation.  The Company's participation may be structured as
an asset purchase agreement, a lease, a license, a joint venture, a
partnership, a merger, or acquisition of securities. 

     As set forth above, the Company may acquire its participation in
a business opportunity through the issuance of Common Stock or other
securities in the Company.  Although the terms of any such transaction
cannot be predicted, it should be noted that in certain circumstances
<PAGE> 9

the criteria for determining whether or not an acquisition is so-called
"tax free" reorganization under Section 368(a)(1) of the Internal
Revenue Code of 1954, as amended, may depend upon the issuance to the
shareholders of the acquired company of at least eighty percent (80%)
of the Common Stock of the combined entities immediately following the
reorganization.  If a transaction were structured to take advantage of
these provisions rather than other "tax free" provisions provided under
the Internal Revenue Code all prior shareholders may, in such
circumstances, retain twenty percent (20%) or less of the total issued
and outstanding Common Stock.  If such a transaction were available to
the Company, it will be necessary to obtain shareholder approval to
effectuate a reverse stock split or to authorize additional shares of
Common  Stock prior to completing such acquisition.  This could result
in substantial additional dilution to the equity of those who were
shareholders of the Company prior to such reorganization.  Further,
extreme caution should be exercised by any investor relying upon any
tax benefits in light of the proposed new tax laws.  It is possible
that no tax benefits will exist at all.  Prospective investors should
consult their own legal, financial and other business advisors. 

     The present management and the shareholders of the Company in this
offering will in all  likelihood not have control  of a majority of the
voting shares of the Company following a reorganization transaction. 
In fact, it is most probable that the shareholders of the acquired
entity will gain control of the Company.  Further, management intends
to make available for purchase by shareholders of the acquired entity
of up to 75% of the shares of Common Stock owned by them.  The terms of
sale of the shares presently held by officers and/or directors of the
Company will not be afforded to other shareholders of the Company.  As
part of such a transaction, all or a majority of the Company's
Directors may resign and new Directors may be appointed without any
vote by shareholders. 

     Present stockholders have not agreed to vote their respective
shares of Common Stock in accordance with the vote of the majority of
all non-affiliated future stockholders of the Company with respect to
any business combination.  
 
     The Company may not borrow funds and use funds to make payments to
Company promoters, management or their affiliates or associates.

     The Company has an unwritten policy that it will not acquire or
merge with a business or company in which the Company's management or
their affiliates or associates directly or indirectly have an ownership
interest.  Management is not aware of any circumstances under which the
foregoing policy will be changed and management, through their own
initiative, will not change said policy.

     The Company is required by the regulations promulgated under the
Securities Exchange Act of 1934 to obtain and file with the Commission,
audited financial statements of the acquisition candidate not later
than sixty days from the date the Form 8-K is due at the Commission
disclosing the acquisition/merger.


<PAGE> 10

Rights of Dissenting Shareholders.

     Under the Colorado Corporation Code, a business combination
typically requires the approval of two-thirds of the outstanding shares
of both participating companies.  The Company's Articles of
Incorporation reduce the voting requirement to a majority of the
Company's outstanding Common Stock.  Shareholders who vote against any
business combination in certain instances may be entitled to dissent
and to obtain payment for their shares pursuant to Sections 7-4-123 and
7-4-124 of the Colorado Corporation Code.  The requirement of approval
of the Company's shareholders in any proposed business combination is
limited to those transactions identified as a merger or a
consolidation.  A business combination identified as a share exchange
does not require the approval of the Company's shareholders, nor does
it entitle shareholders to dissent and obtain payment for their shares. 
Accordingly, unless the acquisition is a statutory merger, requiring
shareholder approval, the Company will not provide shareholders with a
disclosure document containing audited or unaudited financial
statements, prior to such acquisition.

     Prior to any business combination for which shareholder approval
is required, the Company intends to provide its shareholders complete
disclosure documentation concerning the business opportunity or target
company and its business.  Such disclosure will in all likelihood be in
the form of a proxy statement which will be distributed to shareholders
at least 20 days prior to any shareholder's meeting.  

     None of the Company's officers, directors, promoters, their
affiliates or associates have had any preliminary contact or
discussions with and there are no present plans, proposals,
arrangements or understandings with any representatives of the owners
of any business or company regarding the possibility of an acquisition
or merger transaction contemplated in this registration statement.

Not an "Investment Adviser." 
 
     The Company is not an "investment adviser" under the Federal
Investment Advisers Act of 1940, which classification would involve a
number of negative considerations.  Accordingly, the  Company  will not
furnish or distribute advice, counsel, publications, writings, analysis
or reports to anyone relating to the purchase or sale of any securities
within the language, meaning and intent of Section 2(a)(11) of the
Investment Advisers Act of 1940, 15 U.S.C. 80b2(a)(11). 
 
Not An "Investment Company." 
 
     The Company may become involved in a business opportunity through
purchasing or exchanging the securities of such business.  The Company
does not intend however, to engage primarily in such activities and is
not registered as an "investment company" under the Federal Investment
Company  Act of 1940.  The Company believes such registration is not
required. 
 


<PAGE> 11

     The Company must conduct its activities so as to avoid becoming
inadvertently classified as a transient "investment company" under the
Federal Investment Company Act of 1940, which classification would
affect the Company adversely in a number of respects.  Section 3(a) of
the Investment Company Act provides the definition of an "investment
company" which excludes an entity which does not engage primarily in
the business of investing, reinvesting or trading in securities, or
which does not engage in the business of investing, owning, holding or
trading "investment securities" (defined as "all securities other than
United States government securities or securities of majority-owned
subsidiaries") the value of which exceeds forty percent (40%) of the
value of its total assets (excluding government securities, cash or
cash items).  The Company intends to implement its business plan in a
manner which will result in the availability of this exemption from the
definition of "investment company."  The Company proposes to engage
solely in seeking an interest in one or more business opportunities or
ventures. 
 
     Effective January 14, 1981, the Securities and Exchange Commission
adopted Rule 3a-2 which deems that an issuer is not engaged in the
business of investing, reinvesting, owning, holding or trading in
securities for purposes of Section 3(a)(1), cited above, if, during a
period of time not exceeding one year, the issuer has a bona fide
intent to be engaged primarily, or as soon as reasonably possible (in
any event by the termination of a one year period of time), in a
business other than that of investing, reinvesting, owning, holding or
trading in securities and such intent is evidenced by the Company's
business activities and appropriate resolution of the Company's Board
of Directors duly adopted and duly recorded in the minute book of the
Company.  The Rule 3a-2 "safe harbor" may not be relied on more than a
single time.  

Company's Office.
        
     The Company's offices are located at 5459 South Iris Street,
Littleton, Colorado 90123, and the telephone number is (303) 932-9998. 
The Company's office is located in the home of Philip Davis, the
Company's President and a member of the Board of Directors. 
Approximately nine square feet are allocated to the Company on a rent
free basis.  The office will remain at Mr. Davis's home until an
acquisition has been concluded.  There are no written documents
memorializing the foregoing.

     There are no preliminary agreements or understandings with respect
to the office facility subsequent to the completion of an acquisition. 
Upon a merger or acquisition, the Company intends to relocate its
office to that of the acquisition candidate.

Employees.
 
     The Company is a development stage company and currently has no
employees other than certain of its Officers and Directors.  See
"Management."  Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need
<PAGE> 12

to engage any full-time employees so long as it is seeking and
evaluating business opportunities.  The need for employees and their
availability will be addressed in connection with the decision whether
or not to acquire or participate in a specific business opportunity.  


ITEM 2.   PROPERTIES.

     The Company owns no real property.  


ITEM 3.   LEGAL PROCEEDINGS.

     No material legal proceedings are pending to which the Registrant
is a party or of which any of Registrant's property is the subject
matter.  No legal proceedings are known to be contemplated by
governmental authorities.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     There have been no matters submitted to a vote of security holders
for the period ending December 31, 1997.


                               PART II

ITEM 5.   MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS.

     No market exists for the Company's securities and there is no
assurance that a regular trading market will develop, or if developed,
that it will be sustained.  A shareholder in all likelihood, therefore,
will be unable to resell the securities referred to herein should he or
she desire to do so.  Furthermore, it is unlikely that a lending
institution will accept the Company's securities as pledged collateral
for loans unless a regular trading market develops.

     There are currently no plans, proposals, arrangements or
understandings with any person with regard to the development of a
trading market in any of the Company's securities other than as
follows.  Upon being advised by the Securities and Exchange Commission
(the "Commission") that it has no further comments relating to its 
Form 10, the Company intends to approach broker/dealers to determine if
any broker/dealers would consider making a market in the Company's
securities.  As of the date hereof, the Company has not discussed
market making activities with any broker/dealers.  

     As of July 31, 1997, the Company has 93 holders of record of its
Common Stock.

     The Company has not paid any dividends since it is inception and
does not anticipate paying any dividends on its Common Stock in the
foreseeable future.

<PAGE> 13

Blue Sky Considerations.

     The laws of some states prohibit the resale of securities issued
by "blank check" or "shell" corporations.  The Company may be
considered a "blank check" or "shell" corporation for the purpose of
state securities laws.  Accordingly, it is possible that current
shareholders may be unable to resell their securities in other states. 
The Company is unaware which particular states prohibit such resales,
other than Idaho and Indiana.

     The Securities and Exchange Commission (the "Commission") has
suggested that the Company take steps to prohibit further transfer of
the securities distributed to current shareholders, unless the Company
is assured that further transfer would not violate the securities laws
of the fifty states.  The Company believes that the Commission has no
authority to cause the Company to place restrictions on the securities
it previously distributed and which it currently does not own.  Such
action by the Company would legally be construed as a unilateral
modification of a fully executed contract and would therefore
constitute a breach of the agreement under which the shares were
originally issued.  Further, the Company believes that such action by
the Commission would be a usurpation of the authority granted the
Commission by Congress.

     Further, because each state has a series of exempt securities
transactions predicated upon the particular facts of each transaction,
it is impossible to determine if a contemplated transaction by an
existing shareholder would possibly violate the securities laws of any
particular state.
     
     In the event a current shareholder or broker/dealer resells its
securities in a state where such resales are prohibited, the Company
believes that the seller thereof may be liable criminally and/or
civilly under that particular state's laws.  The Company believes that
it will not be liable for such improper secondary sales.

     Existing shareholders should exercise caution in the resale of
their shares of common stock in light of the foregoing.


ITEM 6.   SELECTED FINANCIAL DATA

     The selected financial data presented below has been derived from
the financial statements of the Company.  The following table
summarizes certain financial information and should be read in
conjunction with "Management's Discussion and Analysis of Results of
Operations and Financial Condition" and the Financial Statements and
related notes included elsewhere in this Statement.






<PAGE> 14

Statement of Operations and Accumulated Deficit Data:
<TABLE>
<CAPTION>
                      1997       1996       1995        1994        1993
<S>                   <C>        <C>        <C>         <C>         <C>
Income Statement:
  Income              $      -   $      -   $       -   $       -   $       -
  Operating Expenses  $  24,473  $   8,964  $  102,098  $       -   $  126,992
  Loss from Continuing 
    Operations        $ (24,473) $  (8,964) $ (102,098) $       -   $       -
  Net Loss            $  (8,115) $ (68,964) $ (269,225) $ (363,625) $ (126,992)
  Net Loss per share  $      -   $      -   $    (0.03) $    (0.04) $    (0.02)

Balance Sheet Data:
  Working Capital     $     836  $ (14,358) $  (90,394) $   (3,338) $  112,161
  Total Assets        $   1,951  $      -   $   68,964  $  343,330  $  407,175
  Long-term debt      $      -   $      -   $  150,000  $  127,000  $       -
  Shareholders' 
    Equity (deficit)  $ (22,473) $ (14,358) $ (180,394) $   88,831  $  291,985
</TABLE>

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
          AND FINANCIAL CONDITION

Results of Operations - Through December 31, 1997.

     There have been no operations since April 1995 when the Company
sold substantially all of its assets in pet care and veterinary
services.  Since April 1995, the Company has been basically dormant;
except the Company incurred $24,473 of expenses in 1997, primarily for
legal and accounting costs associated with filing its Form 10; $8,964
in 1996 for various administrative expenses and $102,098 in 1995 for
costs incurred subsequent to the disposal of the business in an initial
effort to enter other business ventures.  The Company expenses in 1997
were funded by advances from shareholders.

     On May 7, 1997, the Company reached an agreement with a former
director of the Company whereby the former director agreed to pay
$8,500 in cash along with a promissory note for $1,500 in settlement of
a dispute involved in the sale of Company assets in April 1995.  In
addition, the former director agreed to surrender options granted him
to acquire 985,333 shares of the Company's common stock and release the
Company from all claims, demands and obligations.  The Company accepted
the cash and note in satisfaction of a $60,000 note due from the former
director which had been written off and recorded as a loss in its
financial statements for the year ended December 31, 1996.  The
promissory note carries interest at 12%, is unsecured and is due with
accrued interest six months from the agreement date.  The promissory
note was repaid in February 1998.

     The Company used $8,000 of the cash received to settle an
outstanding trade payable. The difference between the amount that had
been due, $14,358, and the amount paid has been recorded with gain on
disposal of business, along with the $10,000 settlement referred to 
above.



<PAGE> 15

     In August 1995, the Company changed its business purpose to a
blank check company.

Liquidity and Capital Resources.
     
     The Company has 18,310,330 shares of Common Stock outstanding. 
The Company has no current operating history and no material assets. 
The Company has $451 in cash as of December 31, 1997. 


ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.













            FINANCIAL STATEMENTS BEGIN ON FOLLOWING PAGE.





























<PAGE> 16

                     INDEPENDENT AUDITOR'S REPORT


Board of Directors
Medical Management Systems, Inc.
Littleton, Colorado

We have audited the accompanying consolidated balance sheets of Medical
Management Systems, Inc. and Subsidiary as of December 31, 1997 and
1996, and the related consolidated statements of operations, changes in
stockholders' deficit and cash flows for the years ended December 31,
1997, 1996, and 1995. These financial statements are the responsibility
of management of the Company.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the 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 financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Medical Management Systems, Inc. and Subsidiary as of December 31, 1997
and 1996, and the results of their operations and their cash flows for
the years ended December 31, 1997, 1996 and 1995, in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 1
to the financial statements, the Company currently has no business
operations, which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to this
matter are also described in Note 1.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/ Hein + Associates llp
Hein + Associates llp





Dallas, Texas
March 20, 1998



                                 F-1
<PAGE> 17

           MEDICAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARY

                      CONSOLIDATED BALANCE SHEET

                                ASSETS

<TABLE>
<CAPTION>
                                             December 31,      
                                        1997           1996
<S>                                     <C>            <C>
CURRENT ASSETS:
  Cash and interest bearing accounts    $        451   $        -   
  Note receivable                              1,500   
                                        ------------   -----------
     Total assets                       $      1,951   $        - 
                                        ============   ===========    
 

                LIABILITIES AND STOCKHOLDERS' DEFICIT


CURRENT LIABILITIES -         
  Trade accounts payable                $      1,115   $    14,358  
          
ADVANCES FROM RELATED PARTIES                 23,309            -     
 
          
STOCKHOLDERS' DEFICIT:        
  Preferred stock, no par value; 
   10,000,000 shares authorized,
   none issued and outstanding                    -             -   
 Common stock, no par value; 
   40,000,000 shares authorized;
   18,310,330 shares issued and 
   outstanding                             1,241,015     1,241,015   
Accumulated deficit                       (1,263,488)   (1,255,373) 
                                        ------------   -----------
     Total stockholders' deficit             (22,473)      (14,358) 
                                        ------------   -----------
     Total liabilities and 
        stockholders' deficit           $      1,951   $        - 
                                        ============   ===========    
 
</TABLE>






        See accompanying notes to these financial statements.

                                 F-2

<PAGE> 18

           MEDICAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                        For the Years Ended December 31,
                                   1997      1996      1995     
<S>                                <C>       <C>       <C>
REVENUES                           $      -    $      -    $       -
GENERAL AND ADMINISTRATIVE 
  EXPENSES                            24,473       8,964      102,098
                                   ---------   ---------   ----------
  Loss from continuing operations    (24,473)     (8,964)    (102,098) 
               
DISCONTINUED OPERATIONS:           
  Loss from operations                    -           -       (87,097) 
  Gain (loss) on disposal 
    of business                       16,358     (60,000)     (80,030)
                                   ---------   ---------   ----------
     Income (loss) from  
       discontinued operations        16,358     (60,000)    (167,127) 
                                   ---------   ---------   ----------

NET LOSS                           $  (8,115)  $ (68,964)  $ (269,225) 
                                   =========   =========   ==========
               
LOSS PER SHARE (Basic and Diluted):               
  Continuing operations            $      -    $      -    $     (.01) 
                                   =========   =========   ==========

  Net loss                         $      -    $      -    $     (.03) 
                                   =========   =========   ==========
               
WEIGHTED AVERAGE SHARES           18,310,330  17,526,996    8,050,330  
                                  ==========  ==========   ==========

</TABLE>



















        See accompanying notes to these financial statements.

                                 F-3
<PAGE> 19
           MEDICAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARY


CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

    For the Period From January 1, 1995 through December 31, 1997

<TABLE>
<CAPTION>

                                Common Stock         Accumulated    
                            Shares       Amount      Deficit       Total    
<S>                         <C>         <C>          <C>           <C>
BALANCES, 01/01/95 1995     8,910,330   $ 1,006,015  $  (917,184)  $   88,831 
  Net loss for the year            -             -      (269,225)  $ (269,225)
                           ----------   -----------  -----------   ----------
                    
BALANCES, 12/31/95          8,910,330     1,006,015   (1,186,409)    (180,394)
  Shares issued             9,400,000       235,000           -       235,000 
  Net loss for the year            -             -       (68,964)     (68,964) 
                           ----------   -----------  -----------   ----------
BALANCES, 12/31/96         18,310,330     1,241,015   (1,255,373)     (14,358) 
 Net loss for the year             -             -        (8,115)      (8,115)
                           ----------   -----------  -----------   ----------
                    
BALANCES, 12/31/97         18,310 330   $ 1,241,015  $(1,263,488)  $  (22,473) 
                           ==========   ===========  ===========   ==========
</TABLE>





















        See accompanying notes to these financial statements.

                                 F-4
<PAGE> 20
           MEDICAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                           For the Years Ended December 31,
CASH FLOWS FROM OPERATING ACTIVITIES:
                                        1997        1996         1995      
<S>                                     <C>         <C>          <C>
Net loss                                $ (8,115)   $ (68,964)   $ (269,225)
Adjustments to reconcile net loss to net 
  cash used by operating activities:         
  Depreciation and amortization               -            -          6,497 
  (Gain) loss on disposal of business    (16,358)      60,000        80,030 
Changes in current assets
  and liabilities                         (6,885)          -         93,862 
Other                                         -            -        (30,420)
                                        --------    ---------    ----------
Net cash used by operating activities    (31,358)      (8,964)     (119,256)
               
CASH FLOWS FROM INVESTING ACTIVITIES -            
  Collection of note receivable            8,500           -             - 
Proceeds from sale of business                -            -        100,000 
                                        --------    ---------    ----------
Net cash provided by 
  investing activities                     8,500           -        100,000 
               
CASH FLOWS FROM FINANCING ACTIVITIES -            
  Advances from related parties           23,309           -             -  
  Proceeds from notes payable                 -            -         23,000 
                                        --------    ---------    ----------
Net cash provided by 
  financing activities                    23,309           -         23,000 
                                        --------    ---------    ----------
NET INCREASE (DECREASE) IN CASH              451       (8,964)        3,744 

CASH, beginning of year                       -         8,964         5,220 
                                        --------    ---------    ----------
CASH, end of year                       $    451    $      -     $    8,964 
                                        ========    =========    ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION-            
 Settlement of account payable          $  6,358    $      -     $       -
                                        ========    =========    ==========
 Common stock issued to retire notes payable and
  accrued liabilities                   $     -     $ 235,000    $       -
                                        ========    =========    ========== 
  Property and equipment sold, net of capital lease
   obligations                          $     -     $      -     $  144,963 
                                        ========    =========    ==========

  Note receivable from sale of business $     -     $      -     $   60,000 
                                        ========    =========    ==========

  Cash paid for interest                $     -     $      -     $    2,072 
                                        ========    =========    ==========
</TABLE>



        See accompanying notes to these financial statements.

                                 F-5
<PAGE> 21
           MEDICAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

1.   Summary of Significant Accounting Policies

     Organization
     
     Medical Management Systems, Inc. (the Company) was incorporated as
     Apache Investments, Inc. in 1987 under the laws of the State of
     Colorado.  In February 1992, the Company commenced its initial
     principal operations of owning and operating a pet school and
     kennel in Grand Prairie, Texas.  In September 1991, the name of
     the Company was changed to Dog World, Inc.  In June 1993, the
     Company acquired a veterinary practice in Irving, Texas.  In April
     1995, substantially all the Company's assets and business
     operations were sold and the Company subsequently changed its name
     to Medical Management Systems, Inc.

     Consolidation Policy
     
     The consolidated financial statements include the accounts of the
     Company and its wholly owned subsidiary, Consignment Sports, Inc. 
     All material inter-company accounts and transactions have been
     eliminated in consolidation.

     Net Loss per Common Share

     Net loss per common share is based upon the weighted average
     number of outstanding common shares.  Warrants and options are not
     considered in the computation as their effect would be anti-
     dilutive.  Effective December 31, 1997, the Company adopted
     Statement of Financial Accounting Standards No. 128, Earnings Per
     Share, for the 1997 and prior financial statements.  This new
     accounting standard established new rules for the calculation of
     earnings or loss per share, but it had no effect on the Company's
     financial statements in 1997 or 1996.

     Cash and Cash Equivalents

     The Company considers all highly liquid investments with an
     initial maturity of three months or less to be cash equivalents.

     Income Taxes

     The Company accounts for income taxes under the liability method,
     which requires recognition of deferred tax assets and liabilities
     for the expected future tax consequences of events that have been
     included in the financial statements or tax returns.  Under this
     method, deferred tax assets and liabilities are determined based
     on the difference between the financial statements and tax bases
     of assets and liabilities using enacted tax rates in effect for
     the year in which the differences are expected to reverse.

                                 F-6

<PAGE> 22
           MEDICAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

1.   Summary of Significant Accounting Policies . . . Continued

     Continuation as a Going Concern

     The Company currently has no business operations or assets, which
     raises substantial doubt about its ability to continue as a going
     concern.  Management's plans in regard to this matter are to
     reorganize the Company in order to search for a viable merger or
     acquisition candidate.

2.   Sale of Business Operations

     On April 1, 1995, the Company sold substantially all of its assets
     to a former director of the Company in exchange for the following:
     (1) $100,000 of cash; (2) a non-interest bearing note with
     payments scheduled to begin in December 1995 over 60 months in the
     total amount of $60,000 to $120,000, depending on monthly sales of
     the disposed business; and (3) assumption of lease obligations
     totaling approximately $60,000.  In addition, the sale agreement
     provided that the purchaser would continue to be considered an
     employee under the Incentive Stock Option Agreement (see Note 4)
     for a period of ten years, which would enable him to retain his
     stock options. The Company recorded the sale in 1995 based upon
     the minimum amount due on the note of $60,000, which resulted in
     a loss on disposal of $80,030..  No payments had been received on
     the note as of December 31, 1996 and it was fully reserved at that
     time.  The provision for loss on the note of $60,000 was recorded
     as an additional loss on disposal in the 1996 statement of
     operations.

     The revenues and expenses related to the disposed business have
     been netted in the accompanying statements of operations under the
     caption "loss from operations."  Revenues from the disposed
     business were $37,352 for the year ended December 31, 1995.

     On May 7, 1997, the Company reached an agreement whereby the
     former director agreed to pay $8,500 in cash along with a
     promissory note for $1,500 in settlement of a dispute involving
     the sale of Company's assets in April 1995.  In addition, the
     former director agreed to surrender options granted him to acquire
     985,333 shares of the Company's common stock, and release the
     Company from all claims, demands and obligations.  The promissory
     note carries interest at 12%, is unsecured and was due with
     accrued interest six months from the agreement date.  The note was
     paid in full in February 1998.

     In addition, in 1997 the Company settled certain liabilities
     applicable to the sold assets at less than the recorded amount and
     recognized income of $6,358 related to the transaction.

                                 F-7

<PAGE> 23
           MEDICAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


3.   Related Party Transactions

     The Company is obligated to two stockholders and directors of the
     Company for payments they have made from personal funds for
     Company expenses.  The amount, $23,309 at December 31, 1997, is
     payable without interest when the Company has funds available.

4.   Stockholders' Equity

     In 1996, the Company issued 9,400,000 shares to satisfy $150,000
     of debt and $85,000 of accrued liabilities.

     The Company has an Incentive Stock Plan, under which 1,653,333
     shares of the Company's common stock may be granted to employees. 
     Options granted are to be exercisable at current market value at
     the time of grant over a period not to exceed ten years. Pursuant
     to the Plan, in 1994 the Company granted options to purchase a
     total of 1,608,333 shares at $.30 per share to four directors of
     the Company.  In 1996, 650,000 of the options were canceled upon
     resignation of three of the directors.  The remaining 958,333 were
     canceled in 1997 as described in Note 2.

     The Company is authorized to issue 10,000,000 shares of no par
     value preferred stock.  The preferred stock may be issued in
     series from time to time with such designation, rights,
     preferences and limitations as the board of directors of the
     Company may determine by resolution.

5.   Income Tax

     The Company has a net operating loss for Federal income tax
     purposes, which will be severely limited due to a change in common
     stock ownership in 1996.  Therefore, a valuation allowance has
     been provided each year for the full amount of the deferred tax
     asset resulting from the net operating losses.














                                 F-8

<PAGE> 24

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE.

     There has been no change in the Company's independent accountant
during the past two fiscal years and through the date hereof,
accordingly the disclosures required by Item 14, are not applicable.


                               PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Officers and Directors

     The officers and directors of the Company are as follows:

Philip J. Davis           41       President and a member of the Board
                                   of Directors

John C. Lee               42       Secretary and a member of the Board
                                   of Directors

Charles C. Van Gundy      45       Treasurer and a member of the Board
                                   of Directors

     All directors hold office until the next annual meeting of
shareholders and until their successors have been elected and
qualified.  The Company's officers are elected by the Board of
Directors at the annual meeting after each annual meeting of the
Company's shareholders and hold office until their death, or until they
resign or have been removed from office.  

Philip J. Davis - President and a member of the Board of Directors

     Mr. Davis has been the President and a member of the Board of
Directors of the Company, since August 1996.  Since December 1996, Mr.
Davis has been the President, Treasurer and a member of the Board of
Directors of Mizar Energy Company, a Colorado corporation, which was
formed for the purpose of buying, selling and producing oil and gas,
and buying and selling oil and gas leases.  Since December 1992, Mr.
Davis is a self-employed consultant.  From January 1991 to November
1992, Mr. Davis was affiliated with Private Investors Cartel, Ltd., a
securities  broker/dealer, as a trader and principal thereof.  From
September 1984 to December 1990, Mr. Davis was the President and a
member of the Board of Directors of Richfield Securities, Inc., a
securities broker/dealer.  On January 27, 1992, the District Business
Conduct Committee of the National Association of Securities Dealers,
Inc. rendered a decision against Mr. Davis finding that Mr. Davis,
Richfield Securities, Inc. and another individual charged unfair and
fraudulent markups in connection with the sale of securities.  Further,
the District Business Conduct Committee found that Mr. Davis and
Richfield Securities, Inc. failed to establish and implement written 
supervisory procedures to detect and prevent the markup violations. 
Richfield Securities, Inc. was fined $30,133.97 and suspended from 

<PAGE> 25

membership in the National Association of Securities Dealers, Inc. for
one year and Mr. Davis was censured, fined $30,133.97, suspended from
the National Association of Securities Dealers for one year and
required to requalify by examination prior to becoming associated with
any member of the National Association of Securities Dealers, Inc.  On
January 15, 1991, Mr. Davis voluntarily closed Richfield Securities,
Inc.  Further, Richfield Securities, Inc., Mr. Davis and the third
party were assessed the costs of the action in the amount of $908.00. 
Mr. Davis appealed the foregoing decision to the Securities and
Exchange Commission (the "Commission") and on November 12, 1993 the
foregoing sanctions were affirmed by the Commission.  The suspensions
referred to above began on March 21, 1994 and concluded on the close of
business on March 21, 1995.  In October 1992, Mr. Davis filed for
protection under Chapter XIII of the United States Bankruptcy Act.  In
July 1994, the action was voluntarily dismissed by the Bankruptcy
Court.  On December 2, 1994, Mr. Davis filed a petition for bankruptcy
pursuant to Chapter VII of the United States Bankruptcy Act.  Mr. Davis
was granted a discharge in March 1995.  From May 1991 to November 1995,
Mr. Davis was Secretary/Treasurer and a member of the Board of
Directors of Kapalua Acquisitions, Inc., a Colorado corporation, which
was formed for the purpose of acquiring or merging with an existing
operating entity.  Kapalua's Common Stock began trading on the Bulletin
Board, operated by the National Association of Securities Dealers,
Inc., in November 1995.   From November 1994 to November 1995, Mr.
Davis was President of Kapalua Acquisitions, Inc.  Mr. Davis resigned
his positions as an officer and director of Kapalua Acquisitions, Inc.,
on November 17, 1995, when it completed a reverse acquisition with
Startech Corporation, a Connecticut corporation engaged in the business
of waste disposal.  From May 1991 to November 1995, Mr. Davis was
Secretary/Treasurer and a member of the Board of Directors of Paia
Acquisitions, Inc., a Colorado corporation.  Paia's Common Stock began
trading on the Bulletin Board operated by the National Association of
Securities Dealers, Inc., in January 1996.  In November 1995, Paia
acquired all of the issued and outstanding shares of common stock of
Consolidated Financial Management, Inc. d/b/a Banc-Pro, an Arizona
corporation in exchange for 3,900,000 post reverse-split restricted
shares of common of Paia and 845,000 preferred shares of Paia.  Mr.
Davis resigned as an officer and director of Paia in November 1995. 
From May 1991 to November 1995, Mr. Davis was Secretary/Treasurer of
Lahaina Acquisitions, Inc., a Colorado corporation which was formed for
the purpose of acquiring or merging with an existing operating entity. 
Lahaina's Common Stock began trading on the Bulletin Board, operated by
the National Association of Securities Dealers, Inc., in August 1996. 
In November 1995, Mr. Davis resigned from the foregoing positions to
assume the Presidency of Lahaina Acquisitions, Inc.  Mr. Davis resigned
the foregoing positions on May 27, 1997, when he sold 366,667 shares of
a total of 440,000 shares owned by him to a third party.  Mr. Davis
also resigned his position as a Director of Lahaina Acquisitions, Inc.
on the same date, a position he held since May 1991.  Mr. Davis will
devote approximately 20% of his time to the Company.




<PAGE> 26

John C. Lee - Secretary and a member of the Board of Directors

     Mr. Lee is Secretary and a member of the Board of Directors of the
Company, since August 1996.  Since December 1996, Mr. Lee has been the
Secretary and a member of the Board of Directors of Mizar Energy
Company, a Colorado corporation which was formed for the purpose of
buying, selling and producing oil and gas, and buying and selling oil
and gas leases.  Mr. Lee has held the foregoing positions since
inception of the Company.  Since November 1992, Mr. Lee been engaged in
the practice of investing his personal funds in securities.  From
November 1995 to May 1997, Mr. Lee was Secretary and a member of the
Board of Directors of Lahaina Acquisitions, Inc., a Colorado
corporation, which was formed for the purpose of acquiring or merging
with an existing operating entity.  Lahaina's Common Stock began
trading on the Bulletin Board, operated by the National Association of
Securities Dealers, Inc., in August 1996.  On May 27, 1997, Mr. Lee
resigned the foregoing positions when he sold 366,667 shares of a total
of 440,000 shares owned by him to a third party.  From November 1994 to
November 1995, Mr. Lee was Vice President and a member of the Board of
Directors of Kapalua Acquisitions, Inc., a Colorado corporation. 
Kapalua's Common Stock began trading on the Bulletin Board, operated by
the National Association of Securities Dealers, Inc., in November 1995. 
Mr. Lee resigned his positions, on November 5, 1995, as an officer and
director when it completed a reverse acquisition with Startech
Corporation, a Connecticut corporation engaged in the business of waste
disposal.  From August 1989 to November 1992, Mr. Lee was Secretary of
Private Investors Cartel, Ltd. a securities broker/dealer.  From April
1985 to August 1989, Mr. Lee was self-employed as a financial
consultant.  From March 1985 to July 1986, Mr. Lee was Vice President
of American Mobile Communications in Littleton, Colorado.  American
Mobile Communications was engaged in the business of acquiring and
managing mobile home parks.  From November 1984 to July 1985, Mr. Lee
was Secretary of Sequal Securities, Inc. a securities broker/dealer
located in Glendale, Colorado.  From October 1981 to March 1985, Mr.
Lee was President of Rigel Securities, a securities broker/dealer
located in Aurora, Colorado.  Mr. Lee will devote approximately 20% of
his time to the operation of the Company.

Charles C. Van Gundy - Treasurer and a member of the Board of
Directors.

     Mr. Van Gundy is Treasurer and a member of the Board of Directors
of the Company, since August 1996.  From January 1992 to August 1997,
Mr. Van Gundy was an employed by U. S. Pawn, Inc., Denver, Colorado, a
NASDAQ traded public company, in various accounting positions and
ultimately as its Vice President of Finance and Chief Financial
Officer, Secretary/Treasurer and a member of the Board of Directors. 
From November 1995 to May 1997, Mr. Van Gundy was Treasurer and a
member of the Board of Directors of Lahaina Acquisitions, Inc., a
Colorado corporation which was formed for the purpose of acquiring or
merging with an existing operating entity.  Lahaina's Common Stock
began trading on the Bulletin Board, operated by the National
Association of Securities Dealers, Inc., in August 1996.  On May 27,
1997, Mr. Van Gundy resigned the foregoing positions when he sold 

<PAGE> 27

16,667 shares of a total of 20,000 shares owned by him to a third
party.  From 1982 to January 1992, Mr. Van Gundy served as an
accounting officer for various mutual fund, high technology and
economic redevelopment organizations.  Mr. Van Gundy holds a Bachelor
of Science degree in accounting and finance from Metropolitan State
College of Denver (1979), and subsequently studied law at the
University of San Diego School of Law until 1981.

     There are no family relationships between any director or
executive officer and any other director or executive officer.

     There are no agreements or understandings for any officer or
director to resign at the request of another person and that none of
the officers or directors are acting on behalf of or will act at the
direction of any other person.  The officers and directors may resign,
however, at the time of the acquisition or merger at the request of the
management of the acquisition candidate.

     The activities of each Officer and Director will be material to
the operation of the Company.  No other person's activities will be
material to the operation of the Company.  There are no promoters of
the Company, other than its Officers and Directors. 

Salient Issues of Lahaina Transaction.

     On or about May 27, 1997, Messrs. Davis, Lee and Van Gundy entered
into an agreement with Paxford Acquisitions, S.A., a Bahamian
corporation wherein Messrs. Davis, Lee and Van Gundy sold a total
750,000 shares of Lahaina common stock owned by them in consideration
of $125,000, thereby effectively transferring control of Lahaina to
Paxford Acquisitions, S.A.  At the same time Messrs. Davis, Lee and Van
Gundy resigned as officers and directors of Lahaina Acquisitions, Inc. 

Compliance with Section 16(a) of the Securities Exchange Act of 1934.

     Section 16(a) of the Securities and Exchange Act of 1934 requires
certain defined persons to file reports of and changes in beneficial
ownership of a registered security with the Securities and Exchange
Commission and the National Association of Securities Dealers in
accordance with the rules and regulations promulgated by the Commission
to implement the provisions of Section 16.  Under the regulatory
procedure, officers, directors and persons who own more than ten
percent of a registered class of a company's equity securities are also
required to furnish the Company with copies of all Section 16(a) forms
they filed.

     Based on review of the copies of Form 3 and a review of the
records of the Company's transfer agent, all reports required to be
filed pursuant to Section 16(a) have been filed with the Commission.






<PAGE> 28

ITEM 11.  EXECUTIVE COMPENSATION

     None of the Company's officers or directors currently receives any
salary from the Company.  The Company does not anticipate entering into
employment agreements with any of its officers or directors in the near
future.  Directors do not receive compensation for their services as
directors and are not reimbursed for expenses incurred in attending
board meetings.

     Other than consulting fees and finder's fees which may be paid to
unaffiliated third parties, no other individuals will receive any
salaries or fees from the Company.  The Company's officers and
directors will not receive finder's fees, consulting fees or salaries. 
Officers, directors and/or principal shareholders may receive cash or
stock from the sale of their shares of the Company's stock to the
Company's merger/acquisition candidate or principals of the
merger/acquisition candidate.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The following schedule sets forth the Common Stock ownership of
each person known by the Company to be the beneficial owner of five per
cent or more of the Company's Common Stock, each director individually,
and all officers and directors of the Company as a group.  Each person
has sole voting and investment power with respect to the shares of
Common Stock shown, and all ownership is of record and beneficial.

Name and address    Number of                          Percent
of owner            Shares    Position                 of Class

Philip J. Davis     3,519,198 President and a member   19.22%
5459 South Iris Street        of the Board of Directors
Littleton, CO 80123 

John C. Lee [2]     3,275,000 Secretary and a member   17.90%
5410 E. Long Place            of the Board of Directors
Littleton, CO 80122

Charles C. 
  Van Gundy [3]     3,275,000 Treasurer and a member   17.90%
210 Dawson Drive              of the Board of Directors
Castle Rock, CO 80104

All officers and    10,034,198                         55.02%
directors as a 
group (3 persons)

Gary A. Agron          942,000                          5.14%
5445 DTC Parkway
Suite 570
Englewood, CO 80111


<PAGE> 29

Jack Daugherty      2,087,835                          11.4%
1600 West 7th Street
Fort Worth, TX 76012 


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On March 24, 1989, the Company completed a public offering of
150,000 Units.  Each Unit consisted of one share of its no par value
common stock (the "Common Stock"), one Class A common stock purchase
warrant and one Class B common stock purchase warrant.  The Class A and
Class B warrants expired on October 19, 1992.  In connection with the
offering, the underwriter received for $100 a purchase warrant for
15,000 shares of common stock at $0.60 per share.

     On September 1, 1991, the Company's Board of Directors approved a
10 to 1 reverse stock split.  

     On September 30, 1991, pursuant to a Share Exchange Agreement (the
"Exchange"), the Company issued an aggregated of 4,680,000 shares of
Common Stock in connection with its acquisition of Staley Corp.
("Staley"), a privately held development stage Colorado corporation,
wherein the Company acquired all of the issued and outstanding shares
of Staley.  Prior to the exchange, the Company had an aggregate of
610,000 shares issued and outstanding.  On the same date the Company's
name was changed to Dog World, Inc.  In accordance with the Agreement,
all but one of the Company's officers and directors resigned, and the
directors and executive officers of Staley were elected directors and
executive officers of the Company.

     From February 1, 1992 to November 1, 1993, the Company operated a
dog training and obedience facility located in Grand Prairie, Texas
under the name Dogs Only, Inc., a wholly owned subsidiary of Dog World,
Inc.  The Company also offered dog boarding and kenneling, retail sales
of dog and cat care supplies, dog and cat food, as well as, veterinary
services through arrangements with independent veterinarians.  Prior to
February 1, 1992, the Company was considered to be in the development
stage and had not generated any revenues.

     During the second and third quarter of fiscal 1993, the Company
raised $543,100 in a private placement sale of 1,810,333 shares of
Common Stock.  The proceeds from this sale of stock were used to open
a new retail facility, enhance the Company's veterinary service
capabilities and to repay outstanding bank debt.

     In June 1993, using the proceeds from the private placement, the
Company opened a second retail facility in Irving, Texas under the
trade name Vet Works+.  This facility provided a wide range of total
pet care services including a complete veterinary hospital, "Dogs Only"
discipline training, all breed grooming, and indoor lodging and
boarding, as well as, the sale of pet foods and pet care products.  The
original Dogs Only facility in Grand Prairie, Texas was consolidated on
November 1, 1993 with the Company's Irving, Texas Vet Works+ facility.


<PAGE> 30

     On June 1, 1993, the Company entered into an agreement with Willis
C. Dearing, DVM, to purchase the assets of Dearing Animal Hospital,
Inc. for cash.  This agreement allowed the Company of offer veterinary
services to patrons of its stores, also provided for certain stock
option arrangements with Dr. Dearing.

     The Company issued 860,000 shares of Common Stock to individuals
in a private placement that raised net cash proceeds of $250,471. 

     In 1994, the Company has an Incentive Stock Plan, under which
1,653,333 shares of the Company's common stock may granted to
employees.  Options granted are to be exercisable at current market
value at the time of grant over a period not to exceed ten years. 
Pursuant to the Plan, in 1994, the Company granted options to purchase
a total of 1,608,333 shares at $0.30 per share to four formerly
directors of the Company.  In 1996, 650,000 of the options were
canceled upon resignation of three of the directors.  The remaining
958,333 were held by the director to whom the Company sold its assets
and business operations in 1995.  These options are all exercisable as
of December 31, 1996, except for 166,667 shares, which become
exercisable on April 1, 1997.  The options will expire, if unexercised,
as follows:

               April 1, 2000  333,333 [1]
               April 1, 2001  333,333 [1]
               April 1, 2002  166,667 [1]
               June 1, 2003   125,000
                              -------
                              958,333
                              =======

[1]  For these options, the Company agreed to provide cash to the
     optionee in an amount sufficient to pay any related tax liability.

     On March 15, 1995, the Company filed a Form 15 with the SEC to
terminate its duty to file reports under section 13 and 15(d) of the
Securities Exchange Act of 1934.

     On April 1, 1995, the Company sold substantially all of its assets
to a director of the Company in exchange for the following: (1)
$100,000 in cash: (2) a non-interest bearing note with payments
scheduled to begin in December 1995, over 60 months in the total amount
of $60,000 to $120,000, depending on monthly sales of the disposed
business; and (3) assumption of lease obligations totaling
approximately $60,000.  In addition, the sale agreement provided that
the purchaser would continue to be considered an employee under the
Incentive Stock Option Agreement for a period of ten years, which would
enable him to retain his stock options.  No payments have been received
to date on the note and it was fully reserved as of December 31, 1996. 

     On June 26, 1995, the Company issued 6,000,000 shares to Jack R.
Daugherty, a former officer and director of the Company, in lieu of
payment of loan in the amount of $150,000 due to Mr. Daughter.  The
Company relied upon Section 4(2) of the Securities Act of 1933 (the 

<PAGE> 31

"Act") and the transaction was by the issuer not involving a public
offering.  All certificates contained a legend which prohibited
transfer unless the same were registered or were sold pursuant to an
applicable exemption from registration.  The Company believed that the
purchaser did not need the protection of the Act, because the purchaser
was sophisticated and had access to all material information about the
Company.

     On June 26, 1996, the Company issued 3,000,000 shares to Donald L. 
Parnell, a former officer and director of the Company is lieu of
payment of salary in the amount of $75,000 due Mr. Parnell.  The
Company relied upon Section 4(2) of the Securities Act of 1933 (the
"Act") and the transaction was by the issuer not involving a public
offering.  All certificates contained a legend which prohibited
transfer unless the same were registered or were sold pursuant to an
applicable exemption from registration.  The Company believed that the
purchaser did not need the protection of the Act, because the purchaser
was sophisticated and had access to all material information about the
Company.

     On June 26, 1996, the Company issued 400,000 shares to Gary Agron,
in lieu of payment of legal fees in the amount of $10,000. The Company
relied upon Section 4(2) of the Securities Act of 1933 (the "Act") and
the transaction was by the issuer not involving a public offering.  All
certificates contained a legend which prohibited transfer unless the
same were registered or were sold pursuant to an applicable exemption
from registration.  The Company believed that the purchaser did not
need the protection of the Act, because the purchaser was sophisticated
and had access to all material information about the Company.

     In August 1996, Mr. Davis the Company's President acquired
9,825,498 shares from Jack Daugherty and Donald Parnell, former
officers and directors of the Company.  Messrs. Daugherty, Parnell and
Davis relied upon Section 4(1/2) exemption in that the parties believed
that the  shares had come to rest and the transaction did not involve
a public offering.  The shares were issued under the premise that Mr.
Davis's ownership would commence a new holding period.  All
certificates issued to Mr. Davis contained a legend which prohibited
transfer unless the same were registered or were sold pursuant to an
applicable exemption from registration.  Messrs. Daugherty, Parnell and
Davis believed that Mr. Davis did not need the protection of the Act,
because Mr. Davis was sophisticated and had access to all material
information about the Company.

     On May 7, 1997, the Company entered into an Agreement and Release
with Vet Works+ and Willis C. Dearing, DVM, modifying their previous
agreement dated March 28, 1995.  The Agreement and Release is a
settlement of all disputes and claims between the parties.  The
Agreement and Release provides the surrender and cancellation of the
options granted to Dr. Dearing under the 1994 Incentive Stock Option
Agreement under the Dog World, Inc. Incentive Stock Option Plan.  By
the terms of the Agreement, certain options issued to Dr. Dearing were
rescinded, cancelled, set aside and held for naught.  Further, 250,000
shares of Common Stock owned by Dr. Dearing were transferred to Mr. 

<PAGE> 32

Davis.  Dr. Dearing and Mr. Davis relied upon Section 4(1/2) exemption
for the transfer of the 25,000 shares of Common Stock in that the
parties believed that the shares had come to rest and the transaction
did not involved a public offering.  The shares were transferred to Mr.
Davis under the premise that Mr. Davis's ownership would commence a new
holding period.  All certificates issued to Mr. Davis contained a
legend which prohibited transfer unless the same were registered or
were sold pursuant to an applicable exemption from registration.  Dr.
Dearing and Mr. Davis believed that Mr. Davis did not need the
protection of the Act, because Mr. Davis was sophisticated and had
access to all material information about the Company.

     In June 1997, Mr. Davis transferred 3,275,000 shares of Common
Stock each to Mr. Lee, the Company's Secretary, and Mr. Van Gundy, the
Company's Treasurer, respectively.  Messrs. Lee, Van Gundy and Davis
relied upon Section 4(1/2) exemption in that the parties believed that
the shares had come to rest and the transaction did not involved a
public offering.  The shares were transferred under the premise that
Messrs. Lee's and Van Gundy's  ownership would commence a new holding
period.  All certificates issued to Messrs. Lee and Van Gundy contained
a legend which prohibited transfer unless the same were registered or
were sold pursuant to an applicable exemption from registration. 
Messrs.  Lee, Van Gundy and Davis believed that Messrs. Lee and Van
Gundy were sophisticated and had access to all material information
about the Company.


                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.

(a)  Financial Statements are contained in Item 8. 

(b)  Reports on Form 8-K 

     No reports on Form 8-K have been filed for the period ended
     December 31, 1997.

(c)  Exhibits.

Exhibit
  No.          Description                             

     The following documents are incorporated herein by reference from
the Registrant's Form S-18 Registration Statement (SEC File No. 33-
23986-LA) filed with the Securities and Exchange Commission on August
25, 1988 and declared effective on October 20, 1988:

3.1            Articles of Incorporation.                

3.2            Bylaws of the Company.                    


<PAGE> 33

4.1            Specimen Stock Certificate.               

     The following documents are incorporated herein by reference from
the Registrant's Form 10 Registration Statement (SEC File No.  0-29462)
filed with the Securities and Exchange Commission on September 5, 1997:

3.3            Articles of Amendment to Articles of Incorporation to
               change the name to Medical Management Systems, Inc. 

10.1           Agreement and Release with Vet Works+ and Willis
               Dearing.

     The following documents are incorporated as filed with the
Securities
and Exchange Commission on November 13, 1997:

Form 10-Q Quarterly Report for the period ended September 30, 1997.





































<PAGE> 34

                            SIGNATURE PAGE

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on this 15th day of April, 1998.

                         MEDICAL MANAGEMENT SYSTEMS, INC. 
                         (Registrant)

                         BY:  /s/ Philip J. Davis 
                              Philip J. Davis, President

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on
behalf of the Registrant and in the capacities and on this 15th day of
April, 1998. 


SIGNATURES                    TITLE                    DATE
                                
/s/ Philip J. Davis 
Philip J. Davis               President and a member   April 15, 1998 
                              of the Board of Directors


/s/ John C. Lee   
John C. Lee                   Secretary and a member   April 15, 1998 
                              of the Board of Directors


/s/ Charles C. Van Gunddy     Treasurer, Principal     April 15, 1998
Charles C.                    Accounting Officer,
 Van Gundy                    Chief Financial Officer 
                              and a member of the 
                              Board of Directors