1 ================================================================= FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 0-29462 MEDICAL MANAGEMENT SYSTEMS, INC. (Exact name of Registrant as specified in its charter.) State of Colorado 95-4121451 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5459 South Iris Street Littleton, Colorado 80123 Address of principal executive offices. (Zip Code) Telephone number, including area code: (303) 932-9998 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 Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ x ] NO [ ] The number of shares outstanding of the Registrant's Common Stock, no par value per share, at June 30, 1998 was 18,310,330. ================================================================= 2 PART I ITEM 1. FINANCIAL STATEMENTS. MEDICAL MANAGEMENT SYSTEMS, INC. (A Development Stage Company) BALANCE SHEETS June 30, 1998 (Unaudited) ASSETS Cash $ 504 ---------- Total Assets $ 504 ========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Accounts payable $ 1,411 Advances from related partites 26,835 ---------- Total Liabilities 28,246 Stockholders Equity Preferred stock, 10,000,000 shares authorized, no par value; none issued and outstanding - Common stock, 40,000,000 shares authorized, no par value; 18,310,330 shares issued and outstanding 1,241,015 Accumulated deficit (1,268,757) ---------- Total Stockholders' Equity (27,742) ---------- Total Liabilities and Stockholders' Equity $ 504 ========== See accompanying notes to financial statements. F-1 3 (In order to transmit these documents to the SEC via EDGAR, Medical Management Systems, Inc., a development stage company, Statement of Operations has been formatted to fit across two pages. This is page 1 of 2.) MEDICAL MANAGEMENT SYSTEMS, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS For the Six Months Ended June 30, 1998 and 1997 and for the Period from Inception as a Development Stage Company to June 30, 1998 Three Three Months Months Six Months 1998 1997 1998 (Unaudited) (Unaudited) (Unaudited) CONTINUING OPERATIONS Revenues - interest income $ - $ - $ 90 General and administrative expenses 1,432 4,677 5,359 -------- -------- -------- Loss from continuing operations (1,432) (4,677) (5,269) DISCONTINUED OPERATIONS Loss on disposal of business - - - Gain from recovery of bad debts - 10,000 - -------- -------- -------- Income (loss) from discontinued operations - 10,000 - -------- -------- -------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (1,432) 5,323 (5,269) EXTRAORDINARY ITEM Relief of liabilities - 6,358 - -------- -------- -------- NET INCOME (LOSS) $ (1,432) $ 11,681 $ (5,269) ======== ======== ======== See accompanying notes to financial statements. F-2a 3 (In order to transmit these documents to the SEC via EDGAR, Medical Management Systems, Inc., a development stage company, Statement of Operations has been formatted to fit across two pages. This is page 2 of 2.) MEDICAL MANAGEMENT SYSTEMS, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS For the Six Months Ended June 30, 1998 and 1997 and for the Period from Inception as a Development Stage Company to June 30, 1998 From Inception of Six Months Development Stage to 1998 June 30, 1998 (Unaudited) (Unaudited) CONTINUING OPERATIONS Revenues - interest income $ - $ 90 General and administrative expenses 21,597 38,796 -------- -------- Loss from continuing operations (21,597) (38,706) DISCONTINUED OPERATIONS Loss on disposal of business - (60,000) Gain from recovery of bad debts 10,000 10,000 -------- -------- Income (loss) from discontinued operations 10,000 (50,000) -------- -------- INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (11,597) (88,706) EXTRAORDINARY ITEM Relief of liabilities 6,358 6,358 -------- -------- NET INCOME (LOSS) $ (5,239) $(82,348) ======== ======== See accompanying notes to financial statements. F-2b 4 MEDICAL MANAGEMENT SYSTEMS, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 1998 and 1997 and for the Period from Inception as a Development Stage Company to June 30, 1998 From Inception of Development Stage Company to 1998 1997 06/30/98 (Unaudited) (Unaudited) (Unaudited) CASH FLOWS FROM OPERATIONS Net income $ (5,269) $ (5,239) $ (82,348) Adjustments to reconcile net loss to net cash used by operating activities: (Gain) loss on disposal of business - - 43,642 Changes in current assets and liabilities 296 (22,343) (6,589) --------- --------- --------- Net cash used by operations (4,973) (27,582) (45,295) CASH FLOWS FROM INVESTING ACTIVITIES Collection of note receivable 1,500 8,500 10,000 --------- --------- --------- Net cash provided by investing activities 1,500 8,500 10,000 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Advances from related parties 3,526 19,575 26,835 --------- --------- --------- Net cash provided by financing activities 3,526 19,575 26,835 --------- --------- --------- NET INCREASE (DECREASE) IN CASH 53 493 (8,460) CASH, Beginning Of Period 451 - 8,964 --------- --------- --------- CASH, End Of Period $ 504 $ 493 $ 504 ========= ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Settlement of account payable $ - $ - $ 6,358 ========= ========= ========= Common Stock issued to retire notes payable and accrued liabilities $ - $ 235,000 $ 235,000 ========= ========= ========= See accompanying notes to financial statements. F-3 6 MEDICAL MANAGEMENT SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS 1. 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. The Company subsequently changed its name to Medical Management Systems, Inc. and has been in the development stage since the sale. The Company currently has no business operations and intends to actively seek, locate, evaluate, structure and complete mergers with or acquisitions of private companies, partnership or sole proprietorships. 2. OTHER INCOME AND NOTE RECEIVABLE On May 7, 1997, the Company reached an agreement with a director of the Company whereby the 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 assets in April 1995. In addition, the director agreed to surrender options granted him to acquire 985,333 shares of the Company's common stock, execute a Consent of Directors previously executed by all other directors, transfer 25,000 shares of common stock to another officer and director 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 director which had been written off and recorded as a loss in its financial statements for the year ended December 31, 1996. 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 recognized as income from relief of indebtedness. The $1,500 note, along with interest accrued at 12%, was paid in full in February 1998. 3. ADVANCES FROM RELATED PARTIES The Company is obligated to two stockholders and directors of the Company for payments they have made form personal funds for Company expenses. The amount $26,835 at June 30, 1998, is payable without interest when the Company has the funds available. F-4 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS Results of Operations - (July 30, 1987) through June 30, 1998. The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards No. 7. 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 dormant. 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 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 recognized as income from relief of indebtedness. 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 $504.00 in cash as of June 30, 1998. PART II ITEM 1. LEGAL PROCEEDINGS. No material legal proceedings are pending which the registration is a party or of which any of Registrant's property is the subject matter. No legal proceedings are known to be contemplated by any governmental authorities. 8 ITEM 2. CHANGES IN SECURITIES. No constituent instruments defining the rights of the holders of any class of registered securities of the Registrant have been materially modified. No rights evidenced by any class of registered securities have been materially limited or qualified by the issuance of modification of any other class of securities. There are no working capital restrictions or other limitations upon the payment of dividends except as reported in Registrant's Form 10. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. There have been no material defaults in the payment of principal interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, with respect to any indebtedness of the Registrant or any of its significant subsidiaries exceeding five percent (5%) of the total assets of the Registrant and its consolidated subsidiaries. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS. No matters were submitted to a vote of securityholders during the period covered by this Form 10-Q. ITEM 5. OTHER INFORMATION. None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. No reports on Form 8-K have been filed during the quarter for which this Form 10-Q is filed. EXHIBIT INDEX 27 Financial Data Schedule. 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. Dated this 18th day of August, 1998. MEDICAL MANAGEMENT SYSTEMS, INC. (the "Registrant") BY: /s/ Philip J. Davis, President and a member of the Board of Directors BY: /s/ Charles C. Van Gundy, Treasurer, Chief Financial Officer and a member of the Board of Directors