INTERWEST MEDICAL CORP
10-Q, 1995-11-16
INVESTORS, NEC
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                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C.  20549



                                  FORM 10-Q

                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 1995          Commission File No. 2-82655

                        INTERWEST MEDICAL CORPORATION           
           (Exact name of registrant as specified in its charter)

           Oklahoma                              75-1864474          
(State or other jurisdiction         (I.R.S. Employer Identification No.)
of incorporation or organization)

               Arlington Heights Professional Office Building
           3221 Hulen Street, Suite C, Fort Worth, TX  76107-6193
             (Address of principal executive offices, zip code)

Registrant's telephone number, including area code:  (817) 731-2743

                               Not Applicable                     
          (Former name, former address, and former fiscal year, if
                         changed since last report)

     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 requirements
for the past 90 days.  

                            Yes   X         No  

                   APPLICABLE ONLY TO ISSUERS INVOLVED IN
                      BANKRUPTCY PROCEEDINGS DURING THE
                            PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  

                              (Not Applicable)

                         Yes    X          No       

                      (APPLICABLE TO CORPORATE ISSUERS)

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the close of the period
covered by this report.  18,483,036 shares of Common Stock, $0.001
Par Value.  


                        INTERWEST MEDICAL CORPORATION
                    CONDENSED CONSOLIDATED BALANCE SHEETS

                                            September 30,     December 31,
                                              1995             1994       
                                            (Unaudited) 
                          ASSETS
CURRENT ASSETS
  Cash                                       $  2,014,027       $1,807,951
  Accounts receivable - trade                   1,508,905        1,571,206
  Other receivables                                22,157           -     
  Prepaid expenses                                 72,671           35,207

      Total current assets                      3,617,760        3,414,364

REAL ESTATE DEVELOPMENT 
AND CONSTRUCTION COSTS                            226,658          250,239

INVESTMENTS
  Investment in joint venture                      34,430          104,229
  Capital stock, at cost which approximates market 28,750           28,750
  Other investments                                10,000           10,000

                                                   73,180          142,979

PROPERTY AND EQUIPMENT, at cost
  Land                                            176,442          176,442
  Buildings and improvements                    3,784,989        3,784,989
  Equipment and furniture                         604,161          574,078
  Oil and gas properties (successful 
    effort method of accounting)                1,914,889        1,499,323

                                                6,480,481        6,034,832
  Less accumulated depreciation                 1,855,533        1,464,161

                                                4,624,948        4,570,671

OTHER ASSETS
  Cash escrow accounts                             31,624           22,021
  Deferred financing costs, net                   290,099          290,099

                                                  321,723          312,120

TOTAL ASSETS                                 $  8,864,269       $8,690,373


                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Current maturities of long-term debt     $       11,100     $     11,100
  Accounts payable                                716,520          757,505
  Accrued liabilities                             210,701          492,009

      Total current liabilities                   938,321        1,260,614

LONG-TERM DEBT                                  4,563,647        4,571,857

STOCKHOLDERS' EQUITY
  Common stock, par value $0.001, 
    authorized 50,000,000 shares;
    issued 20,000,000 shares                       20,000           20,000
  Additional paid-in capital                    4,798,745        4,798,745
  Retained deficit                             (1,294,274)      (1,809,269)

                                                3,524,471        3,009,476
  Less shares held in the treasury, 
    1995 - 1,516,964; 1994 - 1,428,964            162,170          151,574

                                                3,362,301        2,857,902

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $  8,864,269       $8,690,373

                        
                        
                        
                        INTERWEST MEDICAL CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)
                        
                         Three Months Ended        Nine Months Ended       
                           September 30,            September 30,          
                            1995        1994          1995        1994     

Operating revenue          $2,338,439  $2,207,856    $6,890,881  $6,261,626

Costs and expenses

  Operating costs           1,850,650   1,733,105     5,204,414   4,930,563

  General and 
    administrative expenses     289,011    398,327      847,864   1,095,838

      Income before other 
        income (expenses)       198,778     76,424      838,603     235,225

Other income (expenses)

  Gain on sale of oil 
    and gas properties         -          133,882        -          133,882

  Income from 
    litigation settlement      -           -             -            6,706
  
  Interest income              18,484      14,622        54,190      40,429

  Interest expense           (125,857)   (126,149)     (377,798)   (378,649)

    Income before 
      income taxes             91,405      98,779       514,995      37,593

Income tax provision           -           -             -           -     

      Net income         $     91,405$     98,779   $   514,995$     37,593


Per share of common stock:

  Weighted average number 
    of shares outstanding  18,496,369  19,958,036    18,527,035  19,081,036


Income (loss) per share   $      0.00  $     0.00   $      0.03  $     0.00





                        INTERWEST MEDICAL CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                   Nine Months Ended         
                                                   September 30,           
                                                    1995          1994     


CASH FLOWS FROM OPERATING ACTIVITIES              $   632,334  ($   194,669)



CASH FLOWS FROM INVESTING ACTIVITIES

  Sale of property and equipment                       -            256,553

  Distributions received from joint venture            69,800        43,500

  Payments for acquisition of property               (445,649)     (295,491)

  Net change in escrow accounts                        (9,603)       (6,668)

  Advances to employees                               (22,000)      (22,000)

      Net cash used in investing activities          (407,452)      (24,106)



CASH FLOWS FROM FINANCING ACTIVITIES

  Purchase of stock for the Treasury                  (10,596)      (71,513)

  Payments on borrowings                               (8,210)       (7,359)

      Net cash used in financing activities           (18,806)      (78,872)

      Net increase (decrease) in cash                 206,076      (297,647)

Cash, beginning of period                           1,807,951     2,080,523

Cash, end of period                                $2,014,027    $1,782,876

                        

                        
                        INTERWEST MEDICAL CORPORATION
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        
1.In the opinion of management, the accompanying unaudited condensed 
consolidated financial statements contain all adjustments necessary to present 
fairly the Company's financial position as of September 30, 1995, and its 
results of operations for the three and nine months ended September 30, 1995 
and 1994 and cash flows for the nine months ended September 30, 1995 and 1994.
The results of operations for the period presented are not necessarily 
indicative of the results to be expected for a full year. 

2.Income per share was computed by dividing the net income by the weighted 
average number of shares outstanding. 

                            
                            
                            REVIEW BY INDEPENDENT
                        CERTIFIED PUBLIC ACCOUNTANTS

        Weaver and Tidwell, L.L.P., Independent Certified Public Accountants, 
have performed a review of the condensed consolidated balance sheet as of 
September 30, 1995, and the condensed consolidated statements of operations 
for the three and nine months ended September 30, 1995 and 1994, and cash 
flows for the nine months ended September 30, 1995 and 1994, in accordance 
with established professional standards and procedures for such a review.  
All adjustments or additional disclosures proposed by Weaver and 
Tidwell, L.L.P. have been reflected in the data presented.  

     The report of Weaver and Tidwell, L.L.P. commenting upon their review is 
included as Part I - Exhibit I.  




                   INDEPENDENT ACCOUNTANT'S REVIEW REPORT


To the Board of Directors
InterWest Medical Corporation

     We have reviewed the condensed consolidated balance sheet of InterWest
Medical Corporation as of September 30, 1995, and the related condensed
consolidated statements of operations for the three and nine month periods
ended September 30, 1995 and 1994 and cash flows for the nine months ended 
September 30, 1995 and 1994.  These financial statements are the responsibility
of the Company's management.

     We conducted our review in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim 
financial information consists of obtaining an understanding of the system for
the preparation of interim financial information, applying analytical review 
procedures to financial data and making inquiries of persons responsible for 
financial and accounting matters.  It is substantially less in scope than an 
audit in accordance with generally accepted auditing standards, the objective
of which is the expression of an opinion regarding the financial statements 
taken as a whole.  Accordingly, we do not express such an opinion. 

     Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated statements referred
to above, for them to be in conformity with generally accepted accounting 
principles.  

     We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1994, and the 
related consolidated statements of operations, stockholders' equity and cash 
flows for the year then ended (not presented herein); and in our report dated
March 10, 1995, we expressed an unqualified opinion on those financial 
statements.  In our opinion, the information set forth in the accompanying 
condensed consolidated balance sheet as of December 31, 1994, is fairly stated 
in all material respects in relation to the consolidated balance sheet from 
which it has been derived.  



                                           WEAVER AND TIDWELL, L.L.P.

Fort Worth, Texas
November 6, 1995


                             PART I - EXHIBIT I
Item 2.    Management's Discussion and Analysis of Financial
           Position and Results of Operations.


Changes in Balance Sheet Accounts

     Current assets were $3,617,760 and total assets were
$8,864,269 at September 30, 1995 as compared to $3,414,364 current
assets and $8,690,373 total assets at December 31, 1994.  Current
liabilities were $938,321 at September 30, 1995 as compared to
$1,260,614 at December 31, 1994.


Results of Operations

     For the Three Months Ended September 30, 1995, operating
revenue was $2,338,439; costs and expenses were $2,139,661, net
income was $91,405 and interest income was $18,484, as compared for
the Three Months Ended September 30, 1994, to operating revenue of
$2,207,856, costs and expenses of $2,131,432, net income of $98,779
and interest income of $14,622.

     For the Nine Months Ended September 30, 1995, operating
revenue was $6,890,881, costs and expenses were $6,052,278,
interest income was $54,190 and net income was $514,995, as
compared, for the Nine Months Ended September 30, 1994, to
operating revenue of $6,261,626, costs and expenses of $6,026,401,
interest income of $40,429, and net income of $37,593.

Cash Flows

     For the Nine Months Ended September 30, 1995, cash flows from
operating activities were $632,334, cash flows from investing
activities were ($407,452), cash flows from financing activities
were ($18,806), net increase in cash was $206,076, cash at the
beginning of the period was $1,807,951, and cash at the end of the
period was $2,014,027 as compared to the Nine Months Ended
September 30, 1994, to cash flows from operating activities of
($194,669), cash flows from investing activities of ($24,106), cash
flows from financing activities of ($78,872), net decrease in cash
of ($297,647), cash at the beginning of the period of $2,080,523,
and cash at the end of the period of $1,782,876. 



                         PART II.  OTHER INFORMATION

Item 1.    Legal Proceedings.

           Not applicable. 

Item 2.    Changes in Securities. 

           Not applicable. 

Item 3.    Defaults upon Senior Securities.

           Not applicable.  

Item 4.    Submission of Matters to a Vote of Securities Holders.

           Not applicable. 

Item 5.    Other Information.

           Not applicable.

Item 6.    Exhibits and Reports on Form 8-K. 

                (a)  None.

                (b)  A report on Form 8-K, dated August 2, 1995 was
                     filed, in which item 5 was reported.  



                                 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 thereunto duly authorized.  

                                     INTERWEST MEDICAL CORPORATION



                                By:                                   
                                     Arch B. Gilbert, President
                                     Chief Executive Officer, 
                                     Chief Financial Officer and 
                                     Chief Accounting Officer



Date:      November 10, 1995



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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                       2,014,027
<SECURITIES>                                         0
<RECEIVABLES>                                1,507,609
<ALLOWANCES>                                    23,453
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,617,760
<PP&E>                                       6,480,481
<DEPRECIATION>                               1,855,533
<TOTAL-ASSETS>                               8,864,269
<CURRENT-LIABILITIES>                          938,321
<BONDS>                                              0
<COMMON>                                        20,000
                                0
                                          0
<OTHER-SE>                                   3,342,301
<TOTAL-LIABILITY-AND-EQUITY>                 8,864,269
<SALES>                                      6,890,881
<TOTAL-REVENUES>                             6,945,071
<CGS>                                        5,204,414
<TOTAL-COSTS>                                5,504,414
<OTHER-EXPENSES>                               847,864
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             377,798
<INCOME-PRETAX>                                514,995
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            514,995
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   514,995
<EPS-PRIMARY>                                      .03
<EPS-DILUTED>                                      .03
        

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