MEDITECH PHARMACEUTICALS INC
10-Q, 1997-11-20
PHARMACEUTICAL PREPARATIONS
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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         FOR QUARTER ENDED AUG. 31, 1997

                         COMMISSION FILE NUMBER 0-12561

                         MEDITECH PHARMACEUTICALS, INC.
               ----------------------------------------------------
              (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER

           NEVADA                                                 95-3819300
- -------------------------------                              -------------------
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

               10105 E. Via Linda, # 103-382, Scottsdale, AZ 85258
               ---------------------------------------------------
              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

                                (602) 614-2874 
               --------------------------------------------------
              (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 ( AND 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  
                                                           -----       -----

INDICATE  THE  NUMBER OF SHARES  OUTSTANDING  OF EACH OF THE  ISSUER'S  CLASS OF
COMMON STOCK, AS OF THE LAST PRACTICABLE DATE.

119,016,925 SHARES OF $.001 PAR VALUE COMMON STOCK AS OF OCTOBER 14, 1997




                                      



<PAGE>
<TABLE>
<CAPTION>



                                  MEDITECH PHARMACEUTICALS, INC.
                                 (A Development-Stage Enterprise)
                                   CONSOLIDATED BALANCE SHEET

                                                                  Aug. 31,                May 31,
                                                                    1997                   1997
                                                                -----------             -----------

                        ASSETS
<S>                                                            <C>                     <C>
Current assets:
  Cash, including interest-bearing accounts                            --   
  Prepaid assets and other current assets                               600                     600
                                                                -----------             -----------
          Total current assets                                          600                     600

Due from officer                                                       --   
Equipment and furniture, net                                           --   
                                                                -----------             -----------
TOTAL                                                                   600                     600
                                                                ===========             ===========
  LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable and accrued expenses                           1,001,800                 990,600
  Accrued professional fees                                         635,300                 635,300
  Accrued laboratory expenses                                        33,900                  33,900
  Accrued compensation                                            1,996,600               1,946,000
  Advances from parent                                            2,815,900               2,753,500
  Advances from affiliate                                                 0                       0
  Current portion of long-term debt                                       0                       0
  Loan payable                                                       71,000                  71,000
                                                                -----------             -----------
          Total current liabilities                               6,554,500               6,430,300
Long-term debt
                                                                -----------             -----------
                                                                  6,554,500               6,430,300
                                                                -----------             -----------
Minority interest                                                   191,300                 191,300

Commitments and contingencies

Shareholders' equity (deficit):
  Preferred stock - $.001 par value, 25,000,000 shares
    authorized, none issued or outstanding
  Common stock - $.001 par value, 400,000,000 shares
    authorized: May 31, 1997, 119,016,925 shares issued and
    to be issued; Aug. 31, 1997 119,016,925 shares issued
    and to be issued                                                119,000                 119,000
  Additional paid-in capital                                      6,839,000               6,839,000
  Deficit accumulated during development stage                  (13,703,200)            (13,579,000)
                                                                -----------             -----------
          Total shareholders' equity (deficit)                   (6,745,200)             (6,621,000)
                                                                -----------             -----------
TOTAL                                                                   600                     600
                                                                ===========             ===========

                   See accompanying notes to consolidated financial statements.         

                                                 2
                                                                        
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                  MEDITECH PHARMACEUTICALS, INC.
                                (A Development-Stage Enterprise)
                             CONSOLIDATED STATEMENT OF NET LOSS AND
                          DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE



                                                      Period from      Period from        From
                                                     Jun. 1, 1997     Jun. 1, 1996     May 4, 1982
                                                          to               to         (inception) to
                                                     Aug. 31, 1997    Aug. 31, 1996   Aug. 31, 1997
                                                     -------------    -------------   -------------
                                            

<S>                                                   <C>             <C>             <C>    
Research and development expenditures                        --              --           489,300

                                                      -----------     -----------     -----------
Clinical trials
                                                             --              --         1,347,800

Expenses for efforts to secure  financing,
  establish  affiliations with clinics and
  physicians and formulate a marketing strategy:

    Compensation                                           60,700          59,700       4,681,400
    Professional fees                                                      91,400       1,276,600
    General and administrative                              1,100         300,200       3,809,500
                                                      -----------     -----------     -----------
                                                           61,800         451,300       9,767,500
Organization expenses                                        --              --            16,300
Loss on investments                                          --              --           120,100
Gain on sale of fixed assets                                 --              --              (500)
Lawsuit settlement                                           --              --            15,000
Write-off of uncollectible note
  receivable                                                 --              --           100,000
Interest expense                                           62,400          57,100       2,311,100
Interest income                                              --              --          (298,500)
Royalty income                                               --              --           (75,000)
Miscellaneous Income                                         --              --           (75,100)
Aborted stock offering costs                                 --              --           325,400
Gain on early extinguishment of debt                         --              --           (10,000)
Minority interest in net loss of subsidiary                  --              --          (329,800)
                                                      -----------     -----------     -----------

Net loss and deficit accumulated during
  development stage                                       124,200         508,400      13,703,200
                                                      ===========     ===========     ===========
Net loss and deficit accumulated during
  development stage per share of common stock         $      .001     $      .005     $       .16
                                                      ===========     ===========     ===========

Weighted average number of shares outstanding         119,016,925     111,499,403      87,130,542
                                                      ===========     ===========     ===========

                    See accompanying notes to consolidated financial statements 
</TABLE>
          
                                             3

                                   
<PAGE>
<TABLE>
<CAPTION>                             
                         MEDITECH PPHARMACEUTICALS, INC.
                        (A Development-Stage Enterprise)
            CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                    May 4, 1982 (Inception) to Aug. 31, 1997
                                                                                  
                                                                                  
                                                                      Additional 
                                                                        paid-in  
                                                 Common stock           capital  
                                            ------------------------------------
                                            Shares         Amount
                                            ------         ------
                                           (000's)
   Balance at May 31, 1983                  48,000         48,000        295,000

   Balance at May 31, 1984                  66,115         66,100      4,182,000

   Balance at May 31, 1985                  66,015         66,000      4,153,400

   Balance at May 31, 1986                  74,015         74,000      5,753,600

   Balance at May 31, 1987                  76,325         76,300      5,470,700

   Balance at May 31, 1988                  78,231         78,200      5,909,800

   Balance at May 31, 1989                  88,988         89,000      6,129,000

   Balance at May 31, 1990                  89,088         89,100      6,139,500

   Balance at May 31, 1991                  92,088         92,100      6,177,800
Change in equity of subsidiary due
  to issuance of common stock                 --             --             --   
Common stock granted for services
  during Fiscal 1992                          --             --             --   
Sale of stock, February 1992                 2,000          2,000         29,400
Net Loss, year ended May 31, 1992             --             --             --   
                                       -----------    -----------    -----------
   Balance at May 31, 1992                  94,088         94,100      6,207,200
Net Loss, year ended May 31, 1993             --             --             --   
                                       -----------    -----------    -----------
   Balance at May 31, 1993                  94,088         94,100      6,207,200
Common stock granted for services
  during Fiscal 1994                         7,105          7,100        195,000
Sale of Stock, April 1994                    1,400          1,400         12,300
Net Loss, year ended May 31, 1994             --             --             --   
                                       -----------    -----------    -----------
   Balance at May 31, 1994                 102,593        102,600      6,414,500
Sale of Stock, Fiscal 1995                   1,088          1,100         12,500
Net Loss, year ended May 31, 1995             --             --             --   
                                       -----------    -----------    -----------
   Balance at May 31, 1995                 103,681        103,700      6,427,000

Net Loss, year ended May 31, 1996         (501,600)      (501,600)
                                       -----------    -----------    -----------
   Balance at May 31, 1996                 103,681        103,700      6,427,000

Common stock granted for services
  during Fiscal 1997                        15,335         15,300        412,000
Common stock subscriptions                  
Net Loss, year ended May 31, 1997             --             --             --   
                                       -----------    -----------    -----------
   Balance at May 31, 1997                 119,016        119,000      6,839,000

Net Loss, period ended Aug. 31, 1997      

                                       -----------    -----------    -----------
   Balance at Aug. 31, 1997                119,016        119,000      6,839,000
                                       ===========    ===========    ===========


                                       4

<PAGE>  
                               MEDITECH PPHARMACEUTICALS, INC.                                            
                              (A Development-Stage Enterprise)                                           
                   CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)                              
                          May 4, 1982 (Inception) to Aug. 31, 1997 

                                          
                                                         Deficit                            
                                                       accumulated                           
                                           Common         during           Note                  
                                            stock      development      receivable                                     
                                         subscribed       stage        from officer      Total     
                                         ------------------------------------------------------- 
                                                        
<S>                                     <C>            <C>            <C>            <C>      
   Balance at May 31, 1983                 234,400     (1,022,600)          --         (445,200)

   Balance at May 31, 1984                    --       (2,361,000)          --        1,887,100

   Balance at May 31, 1985                    --       (4,155,100)          --           64,300

   Balance at May 31, 1986                    --       (5,688,900)    (1,440,000)    (1,301,300)

   Balance at May 31, 1987                    --       (7,395,200)             0     (1,848,200)

   Balance at May 31, 1988                       0     (8,275,400)             0     (2,287,400)

   Balance at May 31, 1989                       0     (8,916,800)             0     (2,698,800)

   Balance at May 31, 1990                       0     (9,438,900)             0     (3,210,300)

   Balance at May 31, 1991                       0     (9,918,000)             0     (3,648,100)
Change in equity of subsidiary due
  to issuance of common stock                 --             --             --                0
Common stock granted for services
  during Fiscal 1992                          --             --             --                0
Sale of stock, February 1992                  --             --             --           31,400
Net Loss, year ended May 31, 1992             --         (483,100)          --         (483,100)
                                       -----------    -----------    -----------    -----------
   Balance at May 31, 1992                       0    (10,401,100)             0     (4,099,800
Net Loss, year ended May 31, 1993             --         (449,400)          --         (449,400)
                                       -----------    -----------    -----------    -----------
   Balance at May 31, 1993                       0    (10,850,500)             0     (4,549,200)
Common stock granted for services
  during Fiscal 1994                          --             --             --          202,100
Sale of Stock, April 1994                     --             --             --           13,700
Net Loss, year ended May 31, 1994             --         (753,900)          --         (753,900)
                                       -----------    -----------    -----------    -----------
   Balance at May 31, 1994                       0    (11,604,400)             0     (5,087,300)
Sale of Stock, Fiscal 1995                    --             --             --           13,600
Net Loss, year ended May 31, 1995             --         (515,600)          --         (515,600)
                                       -----------    -----------    -----------    -----------
   Balance at May 31, 1995                       0    (12,120,000)             0     (5,589,300)

Net Loss, year ended May 31, 1996                        (501,600)                     (501,600)
                                       -----------    -----------    -----------    -----------
   Balance at May 31, 1996                       0    (12,120,000)             0     (6,090,900)

Common stock granted for services
  during Fiscal 1997                        (5,000)                                     422,300
Common stock subscriptions                   5,000                                        5,000
Net Loss, year ended May 31, 1997             --         (957,400)          --         (957,400)
                                       -----------    -----------    -----------    -----------
   Balance at May 31, 1997                       0    (13,579,000)             0     (6,621,000)

Net Loss, period ended Aug. 31, 1997                     (124,200)                     (124,200)

                                       -----------    -----------    -----------    -----------
   Balance at Aug. 31, 1997                      0    (13,703,200)             0     (6,745,200)
                                       ===========    ===========    ===========    ===========



               See accompanying notes to consolidated financial statements.


                                              5

</TABLE>

<PAGE>
<TABLE>
<CAPTION>





                           MEDITECH PHARMACEUTICALS, INC.
                          (A Development-Stage Enterprise)
               CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION

                                        Period from     Period from        From
                                        Jun. 1, 1997    Jun. 1, 1996   May 4, 1982
                                             to              to       (inception) to
                                        Aug. 31, 1997   Aug. 31, 1996  Aug. 31, 1997
                                       --------------   -------------  -------------

<S>                                     <C>             <C>            <C>
Cash provided by:
  Financing activities --
    Proceeds from long-term debt                --            --          27,300
    Advances from (repayments to)
      parent and affiliates                   62,400        57,100     2,712,900
    Issuance of (retirement of)
      common stock                              --            --         119,000
    Additional paid-in capital                  --           5,000     5,632,900
    Increase in paid-in capital due to
      increase in equity of subsidiary
      due to issuance of common                 --            --         274,100
    Proceeds from sale of warrants              --            --             100
    Proceeds from sale of fixed assets          --            --           3,400
    Proceeds from minority investment
      in subsidiary                             --            --         300,000
    Issuance of common stock for
      repayment of debt to parent               --            --        (559,900)
                                         -----------   -----------   -----------
                                              62,400        62,100     8,509,800

Add (subtract) changes in
  components of working capital
  other than cash -
Current portion of long-term debt               --            --               0
Note payable                                    --            --               0
Advances from parent                            --            --         717,400
Accounts payable                              11,200        11,300     1,001,800
Accrued professional fees                       --            --         635,300
Accrued laboratory expenses                     --            --          33,900
Accrued compensation                          50,600        50,500     1,996,600
Stock subscription proceeds refundable          --            --               0
Advances (to) from affiliates                   --            --               0
Prepaid and other current assets                --            --            (600)
Proceeds from loan payable                      --            --          71,000
                                         -----------   -----------   -----------
                                             124,200       123,900    12,965,200
                                         -----------   -----------   -----------

Net increase (decrease) in cash                    0         4,600             0
Cash at the beginning of the period                0             0          --
                                         -----------   -----------   -----------

Cash at the end of the period                      0         4,600             0
                                         ===========   ===========   ===========

            See accompanying notes to consolidated financial statements.


</TABLE>
                                       6

<PAGE>
<TABLE>
<CAPTION>

                            MEDITECH PHARMACEUTICALS, INC.
                           (A Kevelopment-Stage Enterprised)
                CONSOLIDATED STATEMENT OF CHANGES IN FINANCIAL POSITION

                                                Period from      Period from        From
                                                Jun. 1, 1997     Jun. 1, 1996    May 4, 1982
                                                     to              to         (inception) to
                                                Aug. 31, 1997    Aug. 31, 1996   Aug. 31, 1997
                                                ----------------------------------------------

<S>                                             <C>              <C>             <C>
Cash used for:

Net loss                                           (124,200)        (508,400)      (13,703,200)
Less items not affecting
  working capital -
   Loss on investments                                 --               --             120,100
   Depreciation and amortization                       --                100           174,100
   Common stock options issued
     below market price                                --            389,000           726,200
   Stock grants                                        --               --             213,500
   Loss on disposal of fixed assets                    --               --              37,600
   Minority interest in loss of subsidiary             --               --            (329,800)
   Subsidiary stock issued to minority                 --               --             284,600
   Subsidiary common stock options issued to
     minority issued below market price                --               --             202,700
   Allocation to parent of additional
     paid-in cpaital from issuance of                 
     minority stock options and grants                 --               --            (274,000)
   Write-off Deferred stock offering costs             --               --             154,300
                                                -----------      -----------       -----------
Cash used for development
  stage activities                                 (124,200)        (119,300)      (12,393,900)
Long-term debt becoming current                        --               --              (1,500)
Repayment of long-term debt                            --               --             (25,800)
Purchase of equipment, furniture
  and leasehold improvements                           --               --            (215,100)
Investments                                            --               --            (120,100)
Reclassification of long-term
  advances from (repayments to)
  parent to short-term advances                        --               --             (54,500)
Deferred offering costs                                --               --            (154,300)

Advances from (to) officer                             --               --                   0
                                                -----------      -----------       -----------
                                                   (124,200)        (119,300)      (12,965,200)
                                                -----------      -----------       -----------

             See accompanying notes to consolidated financial statements.
</TABLE>

                                       7

<PAGE>



                         MEDITECH PHARMACEUTICALS, INC.
                 (A MINORITY OWNED DEVELOPMENT-STAGE ENTERPRISE
                               OF PETRO-MED INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION:

     THE ACCOMPANYING  BALANCE SHEET, AS OF AUG. 31, 1997, AND THE STATEMENTS OF
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE, OF SHAREHOLDERS'  EQUITY (DEFICIT)
AND OF CHANGES IN FINANCIAL POSITION FOR THE PERIOD FROM MAY 4, 1982 (INCEPTION)
THROUGH AUG. 31, 1997, AND THE RELATED  STATEMENT OF  SHAREHOLDERS'  DEFICIT FOR
THE PERIOD FROM MAY 4, 1982 (INCEPTION) TO AUG. 31, 1997, ARE UNAUDITED,  BUT IN
THE  OPINION  OF  MANAGEMENT  INCLUDE  ALL  ADJUSTMENTS  NECESSARY  FOR THE FAIR
PRESENTATION  OF THE FINANCIAL  POSITION,  RESULTS OF OPERATIONS AND THE DEFICIT
ACCUMULATED FOR THE INTERIM PERIODS  PRESENTED.  ALL ADJUSTMENTS ARE OF A NORMAL
AND RECURRING NATURE.

     PROFESSIONAL  FEES INCLUDE LEGAL FEES,  ACCOUNTING  FEES AND LEGAL PRINTING
FEES.  THOSE FEES WHICH ARE NOT SUBJECT TO DISPUTE WILL BE PAID,  IN WHOLE OR IN
PART, UPON REFINANCING OF THE COMPANY, IF ANY.

NOTE 2 - INCOME TAXES:

     NO PROVISION FOR STATE AND FEDERAL  INCOME TAXES IS REQUIRED FOR THE PERIOD
MAY 4, 1982 (INCEPTION)  THROUGH AUG. 31, 1997, AS THE COMPANY'S  OPERATIONS DID
NOT GENERATE TAXABLE INCOME FOR TAX OR FINANCIAL REPORTING PURPOSES.

NOTE 3 - ADVANCES TO PARENT:

     AT AUG. 31, 1997,  THE COMPANY WAS INDEBTED TO PETRO-MED INC. IN THE AMOUNT
OF  $2,815,900.  THESE  ADVANCES ARE REPAYABLE  WITH INTEREST AT 9% PER ANNUM AS
FOLLOWS:  $36,000 ON THE SECOND ANNIVERSARY OF THE COMPLETION OF THE REFINANCING
OF THE COMPANY,  IF ANY (SEE NOTE 4), AND THE BALANCE ON DEMAND.  PETRO-MED  HAS
FILED A CHAPTER XI BANKRUPTCY PETITION,  WHICH WAS CONVERTED TO A CHAPTER VII ON
AUGUST 26, 1992.

NOTE 4 - NEED FOR ADDITIONAL FINANCING:

     FOR THE PERIOD MAY 4, 1982  (INCEPTION)  THROUGH AUG. 31, 1997, THE COMPANY
HAD AN ACCUMULATED DEFICIT OF $13,703,200. THE COMPANY IS CURRENTLY EXPERIENCING
SEVERE CASH FLOW  DIFFICULTIES,  AND  ANTICIPATES  SUBSTANTIAL  ADDITIONAL  CASH
EXPENDITURES   WILL  BE  REQUIRED  TO  CONTINUE  ITS  RESEARCH  AND  DEVELOPMENT
ACTIVITIES.



                                        8



<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DEVELOPMENT-STAGE ACTIVITIES

     THE  COMPANY  IS IN  THE  DEVELOPMENT  STAGE  AND  ACCORDINGLY  HAS  HAD NO
SIGNIFICANT  REVENUES.  ITS PRINCIPAL  DEVELOPMENT  ACTIVITIES  FROM MAY 4, 1982
(INCEPTION) THROUGH AUG. 31, 1997, HAVE BEEN EFFORTS TO SECURE FINANCING, CREATE
A  MANAGEMENT  AND  BUSINESS  STRUCTURE,  AND DEVELOP AND TEST  VIRAPLEX (R) AND
MTCH-24 (TM).

     AS OF AUG. 31, 1997,  APPROXIMATELY  $11,604,600  HAD BEEN  EXPENDED BY THE
COMPANY IN CARRYING OUT ACTIVITIES  RELATING TO THE  DEVELOPMENT  AND TESTING OF
VIRAPLEX  (R) AND MTCH-24  (TM).  THIS TOTAL  INCLUDES  $1,347,800  FOR CLINICAL
TRIALS,  $489,300 FOR RESEARCH AND  DEVELOPMENT,  $4,681,400  FOR  COMPENSATION,
$1,276,600 FOR PROFESSIONAL  FEES AND $3,809,500 FOR GENERAL AND  ADMINISTRATIVE
EXPENSES, INCLUDING FEES TO CONSULTANTS.

LIQUIDITY AND CAPITAL RESOURCES

     INITIALLY  THE COMPANY  FUNDED ITS  ACTIVITIES  THROUGH A NOTE PAYABLE TO A
BANK, ADVANCES FROM PRINCIPAL SHAREHOLDERS AND SUBORDINATED DEBT. IN EARLY 1983,
A PRIVATE OFFERING WAS UNDERTAKEN YIELDING NET PROCEEDS OF $531,400.  SINCE THAT
TIME THE COMPANY HAS FINANCED ITS DEVELOPMENT ACTIVITIES FROM THE $3,413,000 NET
PROCEEDS OF ITS JULY 11, 1983 PUBLIC OFFERING,  LOANS, SALE OF ITS COMMON STOCK,
ROYALTY PAYMENTS AND ADVANCES FROM PETRO-MED INC.

     THE COMPANY  NEEDS  ADDITIONAL  FUNDING TO CONTINUE ITS  DEVELOPMENT  STAGE
ACTIVITIES.  MANAGEMENT  ESTIMATES  THAT THE  COMPANY  WILL  NEED  APPROXIMATELY
$2,000,000  IN ORDER TO CONTINUE  ITS  EVALUATIONS  OF VIRAPLEX  (R) AND MTCH-24
(TM). WITHOUT THIS ADDITIONAL  FUNDING,  IT IS UNCERTAIN WHETHER THE COMPANY MAY
CONTINUE AS A GOING CONCERN.  MANAGEMENT  LACKS  SUFFICIENT  INFORMATION AT THIS
TIME TO  DETERMINE  THE  EFFECT,  IF ANY, OF LEGAL  ACTION BY SERGEI  GIVOTOVSKY
AGAINST THE COMPANY, PETRO-MED INC. AND GERALD N. KERN. NO ACTION HAS BEEN TAKEN
BY ANY PARTY IN THAT MATTER FOR OVER THREE YEARS.

     UPON COMPLETION OF ITS DEVELOPMENT ACTIVITIES AND REFINANCING,  IF ANY, THE
COMPANY  PLANS  TO  CONTRACT  WITH  ONE  OR  MORE  PHARMACEUTICAL  COMPANIES  TO
MANUFACTURE   AND  DISTRIBUTE   VIRAPLEX  (R)  AND  MTCH-24  (TM).   UNDER  THIS
ARRANGEMENT,  THE COMPANY DOES NOT EXPECT TO INCUR SIGNIFICANT  MANUFACTURING OR
DISTRIBUTION COSTS AND, ACCORDINGLY, DOES NOT ANTICIPATE THE NEED FOR ADDITIONAL
FINANCING TO FUND THE MANUFACTURING AND MARKETING OF ITS PRODUCTS.

INFLATION

     THE COMPANY HAS NO  EXPERIENCE  WITH  RESPECT TO THE EFFECT OF INFLATION ON
ITS BUSINESS.  HOWEVER, THE PHARMACEUTICAL INDUSTRY IS WELL DEVELOPED AND, BASED
ON MANAGEMENT'S UNDERSTANDING OF INDUSTRY EXPERIENCE, IT BELIEVES THAT INFLATION
WILL NOT HAVE A SIGNIFICANT IMPACT ON THE RESULTS OF THE COMPANY'S OPERATIONS IN
THE FUTURE.




                                        9



<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS.

     NOT APPLICABLE.

ITEM 2 - CHANGE IN SECURITIES.

     NOT APPLICABLE.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES.

     NOT APPLICABLE.

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

     NOT APPLICABLE.

ITEM 5 - OTHER INFORMATION.

     NOT APPLICABLE.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.

     NOT APPLICABLE.

SIGNATURE(S)

     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.

                                       MEDITECH PHARMACEUTICALS, INC.
                                       (REGISTRANT)

DATED: NOVEMBER 15, 1997               BY: /s/  Cynthia s. Kern  
                                         ---------------------------------------
                                         CYNTHIA S. KERN, PRESIDENT
                                         AND ACTING CHIEF FINANCIAL OFFICER




                                       10




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                                        <C>
<PERIOD-TYPE>                              3-MOS
<FISCAL-YEAR-END>                          MAY-31-1998
<PERIOD-END>                               AUG-31-1997
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                   600
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                     600
<CURRENT-LIABILITIES>                        6,554,500
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       119,000
<OTHER-SE>                                   6,839,000
<TOTAL-LIABILITY-AND-EQUITY>                       600
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                61,800
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              62,400
<INCOME-PRETAX>                              (124,200)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (124,200)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
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