SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 1996 Commission File Number 0-14757 MEDMASTER SYSTEMS, INC. (Exact name of registrant as specified in its charter) 		 Delaware						 (State of incorporation) No. 87-0400472 (I.R.S. Employer Identification Number) 2072 North Main Logan Utah 				 (Address of principal executive offices) 	 			 84341 (Zip Code) 801-753-4101 Registrant's telephone number, including area code 		 	 Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days: 		 		Yes X No As of June 30, 1996, outstanding shares of common stock were 10,844,117. MEDMASTER SYSTEMS, INC. AND SUBSIDIARIES INDEX Part I. Financial Information: 	Consolidated Condensed Balance Sheets - June 30, 1996 and March 31, 1996		 	Consolidated Condensed Statements of Operations - Three Months 		Ended June 30, 1996 and 1995 	Consolidated Condensed Statements of Cash Flows - Three Months 		Ended June 30, 1996 and 1995 		 	Notes to Consolidated Condensed Financial Statements 	Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information 	Item 1. Legal Proceedings	 	Item 2. Changes In Securities 	Item 3. Defaults Upon Senior Securities 	Item 4. Submission Of Matters To A Vote Of Security Holders 	Item 5. Other Information	 	 	Item 6. Exhibits and Reports on Form 8 - K 	Signatures MEDMASTER SYSTEMS, INC. AND SUBSIDIARIES Consolidated Condensed Balance Sheets (Unaudited) 		 Assets				 						June 30, 1996	March 31, 1996 						(Unaudited) 								 Current Assets		 	Cash					$229,583	$216,463 	Accounts Receivable (net of bad debt allowance of $37,833 and $40,000):		 	 	 Trade					$174,610	$303,121 	 Other					$1,976		$0 	Prepaid Expenses				$21,902	 	$20,821 	Note Receivable - Related Party 		$43,733	 	$46,767 Total Current Assets				$471,804	$587,172 		 Property & Equipment net of accumulated depreciation of $212,050 and $207,068				$31,809	 	$19,597 Other Assets					$67,768		$63,867 TOTAL ASSETS					$571,381	$670,636 Liabilities & Shareholders' Equity				 Current Liabilities				 	Current Maturities of 	Long-Term Debt				$0		$0 	Accounts Payable				$93,682	 	$54,659 	Funds Due To Providers			$410,579	$482,761 	Accrued Expenses			$418,325	$405,010 Total Current Liabilities				$922,586 	$942,430 Long-Term Debt less current maturities				-		- Shareholders' Equity				 	Common Stock - $.01 par value; 	authorized - 30,000,000 shares; 	issued - 10,844,117 shares. 	Preferred Stock - $.01 par value; 	authorized - 500,000 shares; 	none issued and outstanding.		$108,441	$108,441 	Additional Paid-in Capital			$3,140,825 	$3,140,825 	Retained (deficit)				($3,600,471) 	($3,521,060) Sub-Total					($351,205)	($271,794) 	Less: Treasury Stock			-		- Stockholders' Equity				($351,205) 	($271,794) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$571,381	$670,636 See accompanying notes to consolidated condensed financial statements.			 	 MEDMASTER SYSTEMS, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Operations (Unaudited)							 								 				Three Months Ended				 				June 30,			 				1996		1995		 								 Net Revenues:								 	Factoring Commissions & Fee		$75,807		$107,076 	Computer Software	$2,239		$2,381		 	Printing			$4,122		$2,798		 	Travel			$26,412		$16,713 				$108,580	$128,968	 General and Administrative Expenses:					 		 	 	Related Parties		$13,305		$13,305	 	Bad Debt		$0		$0		 	Other			$166,224	$187,670	 				$179,529	$200,975	 Income (Loss) from Operations			($70,949)	($72,007) Other Income (Expenses):								 Interest Income - Related Party			$0		$0	 Interest Income - Other				$1,745		$5,521 Dividends			$0		$0 Interest Expense			($10,206)	($63,797) 				($79,410)	($130,283) Income (Loss) Before Provision for Income Taxes 		($79,410)	($130,283) Income Tax Expense (Benefit)		-		- Net Income (Loss)		($79,410)	($130,283) 								 Per Share Earnings (Loss)			($0.01)		($0.01) 								 Weighted Average Number of Common Shares Outstanding			10,844,117	10,844,117 								 See accompanying notes to consolidated condensed financial statements.			 				 MEDMASTER SYSTEMS, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited) 		 						Three Months Ended June 30,	 	 						1996			1995 									 Cash flows from operating activities:					 	 Net Gain (Loss)					($79,410)	 	($130,283) Adjustments to reconcile net loss to net cash provided by operating activities:		 		 		 Depreciation and amortization			$4,982		 	$5,286 Provision for losses on accounts receivable				$0			($2,632) Changes in assets and liabilities:					 Decrease(increase) in marketable securities				$0			$0 Decrease in accounts receivable			$122,633	 	$78,978 Decrease(increase) in prepaid expenses				($1,081)		 	$5,257 Increase(decrease) in current maturities of long term debt			$0			$0 Increase(decrease) in accounts payable				$39,023		 	($25,319) Increase(decrease) in funds due to providers				($72,182)	 	$168,240 Increase(decrease) in accrued expenses				$13,315		 	$69,600 Total adjustments					$106,690	 	$299,410 Net cash (used) provided by operating activities				$27,280		 	$169,127 Cash flows from investing activities:					 		 Capital expenditures				($17,194)		$0 Payments received on note receivable, related party			 $3,034		 	$8,032 Net cash provided by (used in) investing activities				($14,160)	 	$8,032 Cash flows from financing activities:					 		 Principal payments on long term debt		$0		 	$0 Net cash used in financing activities		$0		 	$0 Net increase(decrease) in cash			$13,120		 	$177,159 Cash at beginning of period			$216,463	 	$27,026 Cash at end of period				$229,583	 	$204,185 Supplemental disclosure of cash flow information:			 			 	 Cash paid during the period for interest		$10,206	 	 	$9,027 								 See notes to consolidated financial statements.			 			 	 MEDMASTER SYSTEMS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS Note 1 - In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 1996 and the results of operations for the three months ended June 30, 1996 and 1995 and changes in cash flows for the three months ended June 30, 1996 and 1995. The consolidated condensed financial statements should be read in conjunction with the Company's audited consolidated financial statements for the year ending March 31, 1996. Note 2 - The results of operations for the three months ended June 30, 1996 are not necessarily indicative of the results to be expected for the full year. MEDMASTER SYSTEMS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Company management has worked on improving the Company's financial condition and future by providing more services for fees; less factoring & financing; and considered areas of focus other than Health Care given that industry's uncertain future. Management is reviewing all options and sources of revenue available to the Company at this time and believes that a re-direction of the Company focus is imperative to provide a viable future for the Company. There is no plan to discontinue all of the services the Company has provided in the past. However, some services which require substantial upfront capital, such as factoring, will be discontinued. Services, such as providing credit reports, collection letters and collection services will be pursued on a fee for service basis. In addition, the Company is considering the opportunities that are available for its' printing and travel services. There can be no assurance that the Company will be successful in these efforts. Gross transactions (the total amount of sales, including billings submitted by Health Care Providers during the period, as well as a portion of income from other operations) decreased $250,483 or 39% for the three months ended June 30, 1996 as compared to the same period in 1995 from $641,107 to $390,624. Net revenues decreased $20,388 or 16% for the three months ended June 30, 1996 as compared to the same period in 1995 from $128,968 to $108,580. These decreases are a result of the Company discontinuing to provide some of the services that have been provided in the past and redirecting the efforts of the company to generate revenues by focusing on "fee for services". These services do not require the Company to provide upfront cash to its clients but, instead, will operate in a fee for service situation. Consequently, the Company has become a TRW authorized reseller of credit reports and is providing credit reports, billing services and pre-collection & collection services to clients. Although this direction will initially result in a decrease in revenues, management has determined that it is in the best interest of the Company. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses decreased $21,446 or 11% for the three months ended June 30, 1996 as compared to the same period in 1995 from $200,975 to $179,529, respectively. Management will continue to focus on controlling expenses and increasing revenues in an effort to become profitable. FACTORING COMMISSIONS AND FEES Factoring commissions and fees decreased $31,269 or 29% for the three months ended June 30, 1996 compared to the same period in 1995 from 107,076 to $75,807. The decrease in factoring commissions and fees is due primarily to a redirection of the Company's focus. In an effort to improve its financial condition, the Company has determined that it will provide more services for fees and less factoring and financing services, as the factoring and financing require significant amounts of up-front capital with a relatively small rate of return. PRINTING AND TRAVEL Printing and travel fee revenues have increased $52,975 or 28% to $240,895 for the three months ended June 30, 1996 from $187,920 for the same period in 1995. As discussed above, the increase is related to the Company's plans to provide more services for fees. Both the printing and travel services were initially organized for the Company's own needs. Subsequently, the Company began providing outside services and has implemented a plan to expand these services and become more profitable. The cost of printing and travel fees increased $40,812 or 24% to $210,361 for the three months ended June 30, 1996 from $168,409 for the same period in 1995. This increase is directly related to the increase in printing and travel fee revenues. LIQUIDITY AND CAPITAL RESOURCES The Company's working capital deficit for the three months ended June 30, 1996 of a negative $(450,782) increased $95,524 from the March 31, 1996 balance of a negative $(355,258). The change is primarily due to the reduction in revenues and the operating loss that resulted during the three month period. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS NONE. There are no pending legal proceedings outside of the normal course of business to which the Company is a party or of which any of its property is the subject. Item 2. CHANGES IN SECURITIES NONE. Item 3. DEFAULTS UPON SENIOR SECURITIES NONE. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS NONE. Item 5. OTHER INFORMATION NONE. Item 6. EXHIBITS AND REPORTS ON FORM 8-K NONE. SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. 							 MEDMASTER SYSTEMS, INC. AND SUBSIDIARIES Date: August 19, 1996	BY____[ SIGNED]____________ 		 	 David C. Marx 			 President and 			 Chief Executive Officer