INTERWEST MEDICAL CORP
ARS, 1998-11-19
SKILLED NURSING CARE FACILITIES
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To Shareholders of InterWest Medical Corporation


Dear Shareholders:

In last year's report to shareholders, we informed you that the 
Company anticipated making physical improvements to its nursing 
home.  These plans have progressed during the year.  An addition 
to the parking lot has been completed at a cost of approximately 
$60,000.  Improvements to drainage on the lot are expected to be 
finished shortly.  

For several months, the Company has been working with California 
regulatory authorities in an attempt to receive approval for 
plans for modification of the nursing home building.  The 
addition will enlarge the administration area and the therapy 
area.  It will not result in adding any patient rooms, but should 
result in improvements to operations.  Costs are estimated at 
$100,000.  

The Company has completed the disposition of its remaining 
undeveloped oil and gas acreage.  Low oil and gas prices and 
declining industry fundamentals have discouraged the Company from 
acquiring additional acreage.  The focus of the Company is to 
improve where possible the operations of the nursing home in an 
attempt to maximize operating results.  

Very truly yours, 

INTERWEST MEDICAL CORPORATION



Arch B. Gilbert, President

October 26, 1998

<PAGE>

Management's Discussion and Analysis of Financial Condition and 
Results of Operations.  

(a)	Liquidity and Capital Resources:  


During the year 1995, the Company's cash increased from 
$1,807,951 at the beginning of the period to $2,096,886 at the 
end of the period.  Accordingly, there was a net increase in cash 
of $288,935.  This was attributable to an increase in cash 
provided by operating activities.

During the year 1996, the Company's cash decreased from 
$2,096,886 at the beginning of the period to $2,094,563 at the 
end of the period.  Accordingly, there was a net decrease in cash 
of ($2,323).  This was attributable to a decrease in net cash 
provided by operating activities.  

During the year 1997, the Company's cash decreased from 
$2,094,563 at the beginning of the period to $1,458,281 at the 
end of the period.  There was a decrease in cash of $636,282 as a 
result of $1,741,023 used in investment activities.

The Company is not aware of any known trends or any known 
demands, commitments, events or uncertainties that will result in 
or that are reasonably likely to result in the registrant's 
liquidity increasing or decreasing in any material way.   

In the Company's view, its short-term liquidity and short-term 
capital resources will be sufficient to cover its cash needs up 
to 12 months into the future.  The Company does not presently 
anticipate material capital expenditures.  The Company does not 
have any significant balloon payments.  The Company's long-term 
debt consists of a mortgage loan bearing interest at the rate of 
11% and is payable in monthly installments of $42,890.  It is 
anticipated that these payments will be made from revenues 
received by the operation of the Company's nursing home.

During 1997, the Company purchased as treasury shares a total of 
297,075 shares of its stock at an aggregate purchase price of $36,571.

(b)	Results of Operations:  

Operating profit for 1995 was $353,246, as compared to an 
operating profit of $268,766 for 1994.  The increase in profit 
was attributed to larger revenues from the Company's long-term 
health care facility.  Net loss was ($47,877) as compared to 
($53,452) for 1994.

Operating profit for 1996 was $360,059, as compared to an 
operating profit of $353,246 for 1995.  The increase in profit 
was attributed to larger revenues from the Company's long-term 
health care facility.  Net loss was ($49,282) in 1996 as compared 
to a loss of ($47,877) in 1995.  

Operating profit for 1997 was $987,934, as compared to an 
operating profit of $360,059 for 1996.  The increase in profit 
was attributed to an increase of revenues from the Company's 
long-term health care facility.  Net income was $609,112 in 1997 
as compared to a loss of ($49,282) in 1996.  

The revenues derived from each segment of the Company's 
businesses are as follows:  Long-term health care - $9,773,756; 
real estate development and construction - $87,606 and oil and 
gas - $268,806.  

c.	Effects of Inflation:

The Company is of the view that inflation did not affect its 
operations in 1997 and should not in 1998.  

<PAGE>

INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
InterWest Medical Corporation

We have audited the accompanying consolidated balance sheets of 
InterWest Medical Corporation and subsidiaries as of December 31, 
1997 and 1996, and the related consolidated statements of 
operations, stockholders' equity and cash flows for each of the 
years in the three year period ended December 31, 1997.  These 
consolidated financial statements are the responsibility of the 
Company's management.  Our responsibility is to express an 
opinion on these consolidated financial statements based on our 
audits. 

We conducted our audits in accordance with generally accepted 
auditing standards and Government Auditing Standards issued by 
the Comptroller General of the United States.  Those standards 
require that we plan and perform the audit to obtain reasonable 
assurance about whether the consolidated financial statements are 
free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in 
the consolidated financial statements.  An audit also includes 
assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall 
consolidated financial statement presentation.  We believe that 
our 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 InterWest Medical Corporation and subsidiaries as of 
December 31, 1997 and 1996, and the consolidated results of their 
operations and their cash flows for each of the years in the 
three year period ended December 31, 1997 in conformity with 
generally accepted accounting principles. 

Our audits were made for the purpose of forming an opinion on the 
consolidated financial statements taken as a whole.  The 
supplemental statements and schedules on pages 25 through 35 are 
presented for purposes of additional analysis and are not a 
required part of the consolidated financial statements of 
InterWest Medical Corporation.  Such information has been 
subjected to the auditing procedures applied in the audits of the 
consolidated financial statements and, in our opinion, are fairly 
stated in all material respects in relation to the consolidated 
financial statements taken as a whole.  

The supplementary information on pages 21 through 24 are not a 
required part of the basic financial statements but is 
supplementary information required by the Financial Accounting 
Standards Board.  We have applied certain limited procedures, 
which consisted principally of inquires of management regarding 
the methods of measurement and presentation of the supplementary 
information.  However, we did not audit the information and 
express no opinion on it.  

In accordance with Government Auditing Standards and the 
Consolidated Audit Guide for Audits of HUD Programs issued by the 
U. S. Department of Housing and Urban Development, we have also 
issued a report dated March 10, 1998, on our consideration of the 
Company's internal control and reports dated March 10, 1998, on 
its compliance with specific requirements applicable to major HUD 
programs and specific requirements applicable to Fair Housing and 
Non-Discrimination.  



WEAVER AND TIDWELL, L.L.P.

Fort Worth, Texas
March 10, 1998

3039

<PAGE>

	INTERWEST MEDICAL CORPORATION	(1 of 2)
	CONSOLIDATED BALANCE SHEETS
	DECEMBER 31, 1997 AND 1996



	1997	1996
                ASSETS

CURRENT ASSETS
Cash, including interest bearing accounts, 
1997 - $1,090,686 ; 1996 - $1,954,527	$1,458,281	$2,094,563
Accounts receivable - trade, net of
allowance for doubtful accounts,
1997 - $54,844; 1996 - $51,178	2,225,183	1,631,439
Investments available for sale	1,955,961	-     
Prepaid expenses and other receivables	60,165	73,335

Total current assets	5,699,590	3,799,337

REAL ESTATE DEVELOPMENT 
AND CONSTRUCTION COSTS	33,582	121,582

PROPERTY AND EQUIPMENT, at cost
Land			191,442	176,442
Buildings and improvements	3,789,419	3,786,294
Equipment and furniture	827,302	645,876
Oil and gas properties (successful
efforts method of accounting)	477,276	997,083

	5,285,439	5,605,695
Less accumulated depreciation and depletion	1,779,239	1,501,730

	3,506,200	4,103,965
OTHER ASSETS
Cash escrow accounts 	17,293	34,975
Deferred financing costs, net	265,583	273,755

	282,876	308,730

TOTAL ASSETS	$9,522,248	$8,333,614

<PAGE>
	INTERWEST MEDICAL CORPORATION	(2 of 2)
	CONSOLIDATED BALANCE SHEETS
	DECEMBER 31, 1997 AND 1996



	1997	1996
      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Current maturities of long-term debt	$   15,418	$   13,818
Accounts payable	1,196,289	508,621
Accrued salaries	633,144	543,697
Other accrued liabilities	142,019	142,032

Total current liabilities	1,986,870	1,208,168

LONG-TERM DEBT 	4,530,234	4,545,653

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	( 1,297,316)	( 1,906,428)
Net unrealized depreciation on 
	securities available for sale	(   147,190)	-   	

	3,374,239	2,912,317
Less cost of shares held in the treasury, 
1997 - 3,180,039 shares;
1996 - 2,882,964 shares	369,095	332,524

	3,005,144	2,579,793

TOTAL LIABILITIES 
AND STOCKHOLDERS' EQUITY	$9,522,248	$8,333,614

<PAGE>
	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF OPERATIONS
	YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995



	1997	1996	1995

REVENUES
	Net patient service revenue	$9,773,756	$8,903,359
        	$8,758,711
	Other revenue	349,412	380,415	343,638

Total revenue	10,123,168	9,283,774	9,102,349

COSTS AND EXPENSES
Professional care of patients	5,413,364	4,796,723	4,497,782
General services	1,822,532	1,783,758	1,578,723
Administrative services	1,352,709	1,320,204	1,550,293
Other costs	220,938	731,981	737,377
Depreciation, depletion 
and amortization	325,691	291,049	384,928

Income from operations	987,934	360,059	353,246

OTHER INCOME (EXPENSES)
Equity in joint venture operations	-   	12,313	28,530
Interest income	122,045	80,638	73,705
Interest expense	(   500,867)	(   502,292)	(   503,358)

Income (loss) before 
	taxes on income	609,112	(    49,282)	(    47,877)

Provision for income taxes	-   	-   	-   

Net income (loss)	$  609,112	($    49,282)	($   47,877)

Weighted average shares outstanding	  16,954,926	  17,385,664
 18,462,536

Earnings per common share	$   .04	($   -   )	($   -   )

<PAGE>
	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
	YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995



				Net
					Unrealized
					Depreciation
				on
Common Stock            Additional                      Securities
Number of       Par             Paid-in         Retained        Available
 Treasury
Shares  Value           Capital Deficit for Sale        Stock

Balance, 
December 31, 1994	
20,000,000	$20,000		$4,798,745		($1,809,269)
	$    -   	($151,574)

Net loss				(    47,877)

Purchase of 
217,000 shares 
of common stock						(    26,508)

Balance, 
December 31, 1995	20,000,000	20,000	4,798,745	( 1,857,146)
	-   	(  178,082)

Net loss				(49,282)

Purchase of 
1,237,000 shares 
of common stock	-   	-   	-   	-   	-   	(154,442)


Balance, 
December 31, 1996	20,000,000	20,000	4,798,745	(  1,906,428)
	-  	(332,524)

	Net income				609,112

	Purchase of 
		297,075 shares
                of common stock                                        (36,571)

	Change in 
		unrealized 
		depreciation on 
		securities 
		available for sale
                	(147,190)
Balance, 
	December 31, 1997	20,000,000	$20,000	$4,798,745
        	($1,297,316)	($147,190)	($369,095)

<PAGE>
INTERWEST MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995



	1997	1996	1995
CASH FLOWS FROM 
OPERATING ACTIVITIES:
Cash received from 
customers/patients	$9,450,649	$9,045,079	$9,244,777
Interest received	122,045	80,638	73,705
Cash paid to suppliers 
and employees	(7,916,683)	(8,220,967)	(7,975,413)
Interest paid	(500,880)	(502,292)	(503,358)

Net cash provided by 
operating activities	1,155,131	402,458	839,711


CASH FLOWS FROM 
INVESTING ACTIVITIES:
Purchase of property 
and equipment	(315,427)	(352,675)	(586,159)
Proceeds from sale of property	659,873	55,595	-   
Purchase of investments	(2,103,151)	-   	-   
Mortgage escrow deposits, net	17,682	854	(13,808)
Receipts from joint ventures	-   	58,273	86,799

Net cash used 
in investing activities	(1,741,023)	(237,953)	(513,168)


CASH FLOWS FROM 
FINANCING ACTIVITIES:
Payments on debt	(13,819)	(12,386)	(11,100)
Purchase of treasury stock	(36,571)	(154,442)	(26,508)

Net cash used 
in financing activities	(50,390)	(166,828)	(37,608)

Net (decrease) increase in cash	(636,282)	(2,323)	288,935

CASH, beginning of period	2,094,563	2,096,886	1,807,951

CASH, end of period	$1,458,281	$2,094,563	$2,096,886

<PAGE>
	INTERWEST MEDICAL CORPORATION
	CONSOLIDATED STATEMENTS OF CASH FLOWS
	YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995



	1997	1996	1995

RECONCILIATION OF NET INCOME
(LOSS) TO NET CASH PROVIDED BY 
OPERATING ACTIVITIES:

Net income (loss)	$609,112	($49,282)	($47,877)

Adjustments to reconcile net income 
(loss) to net cash provided by 
operating activities:

Gain on sale of property	(78,775)	(36,034)	-   
Depreciation and amortization	325,691	291,049	384,928
Abandonments	14,575	332,027	394,319
Equity in joint venture operations	-   	(12,313)	(28,530)
Changes in assets and liabilities:
Accounts receivable	(593,744)	(202,661)	142,428
Prepaid expenses and 
	other receivables	13,170	5,749	(15,127)
Real estate development costs	88,000	105,077	23,580
	Other investments	-   	-   	10,000
	Accounts payable	687,668	(109,253)	(139,631)
Accrued liabilities	89,434	78,099	115,621

Net cash provided by
operating activities	$1,155,131	$402,458	$839,711


NONCASH INVESTING
AND FINANCING ACTIVITIES:

Included in prepaid expenses and other receivables at December 31, 1996 is 
$28,750 due from the president of the Company on the sale of common stock 
investments.  

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES

The accounting policy relative to property and equipment is 
shown on the accompanying balance sheets.  Other significant 
accounting policies are as follows:

Basis of Presentation

The consolidated financial statements include the accounts of 
InterWest Medical Corporation and its wholly-owned 
subsidiaries.  All significant intercompany transactions and 
balances have been eliminated.  Investments in joint ventures 
are accounted for on the equity basis of accounting. 

Reclassifications

Certain reclassifications have been made to 1996 and 1995 
captions to conform to the 1997 presentation.  

Depreciation

Depreciation of long-term health care property and equipment 
is provided principally on the straight-line method over the 
estimated useful lives of the depreciable assets.  Estimated 
useful lives of depreciable assets are as follows:

Buildings and improvements	31 years
Equipment and furniture	7 years

	Investments in Securities

The Company has adopted Statement No. 115, Accounting for 
Certain Investments in Debt and Equity Securities, issued by 
the Financial Accounting Standards Board.  In accordance 
with Statement No. 115, the Company's investments in 
securities are classified as follows:

Trading Securities - Investments in debt and equity 
securities held principally for resale in the near term 
are classified as trading securities and recorded at 
their fair values.  Unrealized gains and losses on 
trading securities are included in other income.  The 
Company does not, nor does it intend to, trade 
investments that it owns.


<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - continued

	Investments in Securities - continued

Securities to be Held to Maturity - Debt securities for 
which the Company has the positive intent and ability to 
hold to maturity are reported at cost, adjusted for 
amortization of premiums and accretion of discounts which 
are recognized in interest income using the interest 
method over the period to maturity.

Securities Available for Sale - Securities available for 
sale consist of its debt and equity securities not 
classified as trading securities nor as securities to be 
held to maturity.

Unrealized holding gains and losses on securities available 
for sale are reported as a net amount in a separate 
component of stockholders' equity until realized.

Gains and losses on the sale of securities available for 
sale are determined using the specific identification 
method.

Oil and Gas Property and Equipment

The Company utilizes the "successful efforts" method of 
accounting for costs incurred in the exploration and 
development of oil and gas properties. Accordingly, costs 
incurred in the acquisition and exploratory drilling of oil 
and gas properties are accumulated and subsequently either 
expensed, if the properties are determined not to have proved 
reserves or capitalized as a depletable asset if proved 
reserves are discovered.  Costs of drilling development wells 
are capitalized.  Geological, geophysical and carrying costs 
are charged to expenses as incurred.  Acquisition costs 
relating to producing oil and gas properties are amortized on 
a prospect by prospect basis using the units-of-production 
method based on engineers' estimates of proven oil and gas 
reserves. Depletion and depreciation of producing oil and gas 
properties (other than acquisition costs) are amortized by 
prospect using the units-of-production method based on 
estimated proved developed reserves.  

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - continued

Use of Estimates

The preparation of financial statements in conformity with 
generally accepted accounting principles requires management 
to make estimates and assumptions that affect the reported 
amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the 
financial statements and the reported amounts of revenues 
and expenses during the reporting period.  Actual results 
could differ from these estimates.

Financial Instruments

Financial instruments of the Company consist of cash, 
accounts receivable, investments and debt.  Recorded values 
of cash and accounts receivable approximate fair values due 
to the short maturities of the instruments.  For information 
on the fair value of investments, see Note 2.  

The fair value of debt is estimated as its carrying value at 
December 31, 1997 plus refinancing costs paid in February 
1998.  See Note 6.  

	Carrying	Fair
	Amount	Value

Long-term debt - 1997	$4,545,652	$4,689,652

Long-term debt - 1996	$4,559,471	$5,198,252

Revenue

Patient service revenue is reported at the estimated net 
realizable amounts from patients, third-party payors, and 
others for service rendered.  

Revenue under third-party payor agreements is subject to 
audit and retroactive adjustment.  Provisions for estimated 
third-party payor settlements are provided in the period the 
related services are rendered.  Differences between the 
estimated amounts accrued and interim and final settlements 
are reported in operations in the year of settlement.  

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - continued

Income Taxes

The Company provides for deferred taxes resulting from 
temporary differences between the basis of assets and 
liabilities for financial and tax reporting purposes. Such 
differences result principally from the use of the direct 
write-off method for bad debts for tax reporting purposes and 
nondeductible write-downs of real estate development costs to 
net realizable value.  

Earnings Per Common Share

The Company has adopted Statement No. 128, Earnings Per 
Share, issued by the Financial Standards Accounting Board.  
Adoption of Statement No. 128 had no effect upon 1997, 1996 
or 1995 earnings per share computations.  

Basic earnings per common share was computed based on the 
weighted average number of common shares outstanding for the 
period.  Diluted earnings per share have not been presented 
since the inclusion of common stock equivalents would be 
antidilutive.  

Cash Flows Presentation

For purposes of the statement of cash flows, the Company 
considers cash to include unrestricted cash and all highly 
liquid investments with initial maturities of ninety days or 
less from the date of purchase. 

Amortization

Costs of obtaining financing are amortized over the term of 
the financing. 

Credit Risk

The Company regularly maintains cash in bank deposit and 
brokerage accounts which exceed FDIC/SPIC insured limits.  
The Company has not experienced any losses in such accounts 
and believes it is not exposed to any significant credit risk 
on cash and cash equivalents.  

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - continued

Stock-based Compensation

The Company recognizes compensation costs for stock-based 
compensation plans based on the difference, if any, between 
the quoted market price of the stock and the amount an 
employee must pay to acquire the stock.  Dates that quoted 
market prices are determined may vary depending on whether 
the terms of an award are fixed or variable.  

The Financial Accounting Standards Board has issued Statement 
No. 123 establishing a fair value based method of accounting 
for stock-based compensation plans.  As permitted under 
Statement No. 123, the Company does not intend to adopt the 
recognition or accounting requirements of the statement.  No 
awards have been granted in 1997, 1996 or 1995.  

	Accounting Changes

The Financial Accounting Standards Board has issued the 
following Statements of Financial Accounting Standards 
effective for fiscal years beginning after December 15, 1997:

No. 130 - Reporting Comprehensive Income

Requires that all items are required to be recognized 
under accounting standards as components of comprehensive 
income be reported in a financial statement that is 
displayed with the same prominence as other financial 
statements.  

No. 131 - Disclosures About Segments of an Enterprise
			 and Related Information

Requires disclosure of operating segments based upon 
information used internally for evaluating segment 
performance and allocating resources.  

No. 132 - Employers' Disclosures About Pensions
			and Other Post-retirement Benefits

Revises employers' disclosures about pensions and other 
post-retirement plans.

The Company will adopt the above standards effective January 1, 1998.
Adoption is not expected to have a significant
effect upon current financial statements.  

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 2.   INVESTMENT SECURITIES

Investment securities consist entirely of equity securities.  
The cost and market values of investment securities available 
for sale at December 31, 1997 were:

	Market value		$1,955,961
	Amortized cost		2,103,151

	Unrealized loss		($147,190)

Unrealized appreciation (depreciation) in investment 
securities available for sale are included in stockholders' 
equity, net of income tax effect.  

There were no sales of securities in 1997.  

The Company had no investment securities at December 31, 1996.  


NOTE 3.   CAPITAL STOCK 

The Company has adopted a Stock Option Plan which provides for 
the granting of options to officers and other key employees for 
the purchase of common stock of the Company.  

The Plan reserves 1,500,000 shares of common stock for the 
granting of such options.  Options are subjected to adjustment 
upon any change in the capital structure of the Company such as 
a stock dividend, stock split or other similar events. 

Options may be granted at not less than 100% of the fair market 
value of the Company stock at the date of grant, and are 
exercisable during a term of ten years from the date of grant 
at any time in whole or in part, and are subject to continued 
employment and other conditions as set forth in the option 
agreement. 

Options are exercisable only by the participants and are not 
assignable during their lifetime and must be exercised within 
one year of the death of the participant by his legal 
representatives.  

Nine hundred, seventy-five thousand (975,000) shares 
exercisable at $0.15 per share were granted under the Plan.  
All options expired unexercised in 1997.  

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 4.   RELATED PARTY TRANSACTIONS

During the years ended December 31, 1997, 1996 and 1995 Arch B. 
Gilbert, a Professional Corporation, whose sole stockholder is 
president of the Company, was paid $5,000, $9,000 and $21,500, 
respectively, for legal services rendered.  

During the years ended December 31, 1997, 1996 and 1995, the 
above corporation was reimbursed $37,126, $47,068, and $56,056, 
respectively, for expenses incurred on behalf of the Company. 

Included in other receivables at December 31, 1996 is $28,750 
due from the Company's president from the sale of common stock 
investments to the president. No gain or loss was recognized 
from the sale.  Included in accounts payable at December 31, 
1997 is approximately $36,000 of advances from the Company's president.  


NOTE 5.   FEDERAL INCOME TAXES

The Company adopted the provisions of Statement of Financial 
Accounting Standards No. 109, "Accounting for Income Taxes," 
effective January 1, 1996. Adoption of this standard did not 
materially impact the Company's consolidated financial 
statements.  

The Company had no income tax provision in 1997, 1996 or 1995, 
and no significant differences between the tax provisions and 
the amounts computed using statutory rates.  

At December 31, 1997, the Company had unused operating loss 
carryforwards available to offset future income for tax 
reporting purposes of approximately $1,235,000 which ultimately 
expires in 2012.  

All income (loss) since inception relates to domestic activity. 

The tax effects of net operating loss carryforwards and 
temporary differences at December 31, 1997 and 1996 that give 
rise to significant portions of deferred tax assets and 
deferred tax liabilities are as follows:

	1997	1996
Deferred tax assets
Net operating loss carryforwards	$419,399	$610,386
Unrealized loss on marketable securities	50,045	-   

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5.   FEDERAL INCOME TAXES - continued

					1997	1996

Real estate valuations	-   	17,480
Other	18,646	17,400

	488,090	645,266
Deferred tax liabilities	-   	-   
Valuation allowance	(488,090)	(645,266)

Total deferred taxes, net	$   -   	$   -   

During 1997 and 1996, the valuation allowance (decreased) 
Increased ($157,176) and $16,401, respectively.   


NOTE 6.   LONG-TERM DEBT

Long-term debt consisted of the following at December 31:

	1997	1996
Mortgage loan for financing of a 
nursing home constructed in Colton, 
California.  The mortgage loan bears 
interest at 11%, is due in monthly 
installments of $42,890 (principal 
and interest), matures in June, 2030 
and is secured by real estate	$4,545,652	$4,559,471

Less current maturities	15,418	13,818

	$4,530,234	$4,545,653

Aggregate maturities of long-term debt for each of the 
succeeding five years and thereafter is as follows:

1998		$15,418
1999		17,202
2000		19,192
2001		21,413
2002		23,891
Thereafter		4,448,536

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 6.   LONG-TERM DEBT - continued

In February 1998, the above mortgage loan was restructured to 
reduce the mortgage interest rate to 7.375% effective February 
1, 1998.  In connection with the restructuring, the Company 
paid approximately $144,000 of debt issue costs in 1998.


NOTE 7.   SEGMENTED INFORMATION 

The Company's operations are classified into three principal 
industry segments:

Long-term Health Care	-	Operation of convalescent centers involving 
				skilled nursing care in southern California

Real Estate Development
and Construction	-	Construction and sale of single family housing

Oil and Gas	-	Oil and gas exploration and development

Following is a summary of segmented information for 1997, 1996 and 1995:  

					1997
						Real Estate
					Long-term		Development
					Health	and	Oil and
					Care		Construction	Gas
                                        	Consolidated

Sales to unaffiliated customers	$9,773,756	$87,606	$261,806
	$10,123,168

Operating income (loss)	$1,173,269	($394)	$48,571	$1,221,446
Other income				122,045
General corporate expenses				(233,512)
Interest expenses				(500,867)

Income before income taxes				$609,112

Identifiable assets	$5,829,421	$49,725	$180,361	$6,059,507
Corporate assets				3,462,741

Total Assets at 12/31/97				$9,522,248

Capital expenditures    $199,551        $   -           $115,876       $315,427

Depreciation, depletion
and amortization	$245,394	$   -   	$80,297	$325,691

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 7.   SEGMENTED INFORMATION  - continued

					1996
						Real Estate
					Long-term		Development
					Health	and	Oil and
					Care	Construction	Gas
                                        	Consolidated

Sales to unaffiliated customers	$8,903,359	$104,533	$275,882
	$9,283,774

Operating income (loss) $1,003,417      ($40,375)       ($387,787)     $575,255
Other income				92,951
General corporate expenses				(215,196)
Interest expenses				(502,292)

Loss before income taxes				($49,282)

Identifiable assets	$5,356,666	$121,582	$731,961
	$6,210,209
Corporate assets				2,123,405

Total Assets at 12/31/96				$8,333,614

Capital expenditures	$85,867	$   -   	$266,808	$352,675

Depreciation, depletion 
and amortization	$222,625	$   -   	$68,424	$291,049

					1995
					Real Estate
					Long-term		Development
					Health	and	Oil and
					Care		Construction	Gas	Consolidated

Sales to unaffiliated customers	$8,758,711	$22,091	$321,547
	$9,102,349

Operating income (loss)	$1,143,251	($9,844)	($549,500)$583,907
Other income				102,235
General corporate expenses				(230,661)
Interest expenses				(503,358)

Loss before income taxes				($47,877)

Identifiable assets	$5,318,673	$272,619	$863,795
	$6,455,087
Corporate assets				2,125,791

Total Assets at 12/31/95				$8,580,878

Capital expenditures	$33,865	$   -   	$552,294	$586,159

Depreciation, depletion
and amortization	$219,323	$   -	$165,605	$384,928

<PAGE>
	INTERWEST MEDICAL CORPORATION
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 7.   SEGMENTED INFORMATION  - continued

The Company did not have any intersegment sales.  Operating 
loss is total revenues less operating expenses for each segment 
and excludes general corporate expenses, interest expense and 
other income of a corporate nature.  Identifiable assets by 
segment are those assets that are used in the Company's 
operations within that industry.  Corporate assets consist 
principally of cash.  


NOTE 8.   CONTINGENCIES

The Company is involved in litigation pertaining to its long-
term health care operations.  It is the Company's opinion that 
any loss incurred would be adequately covered by insurance and 
the ultimate liability, if any, should not have a material 
adverse effect on the Company's consolidated financial 
position.  


NOTE 9.   EMPLOYEES RETIREMENT PLAN

The Company has a retirement plan, established in 1996, 
covering substantially all of its employees.  Contributions to 
the plan in 1997 and 1996 totaled $35,440 and $21,216, 
respectively.




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