MEDITECH PHARMACEUTICALS INC
10-Q, 1999-04-08
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 Febrary 28, 1999

                         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.

123,816,925 SHARES OF $.001 PAR VALUE COMMON STOCK AS OF MARCH 31, 1999.




                                      



<PAGE>

<TABLE>
<CAPTION>



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

                                                                     Feb 28,        May 31,
                                                                       1999           1998
                                                                  ------------    ------------

                                     ASSETS
Current assets:
<S>                                                               <C>             <C>             
  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                           $  1,113,000    $  1,082,000     
  Accrued professional fees                                            635,300         635,300      
  Accrued laboratory expenses                                           33,900          33,900    
  Accrued compensation                                               2,305,800       2,151,600    
  Advances from parent                                               3,221,700       3,011,700     
  Advances from affiliate                                                    0               0      
  Current portion of long-term debt                                          0               0     
  Loan payable                                                          71,000          71,000     
                                                                  ------------    ------------   
                    Total current liabilities                        7,381,600       6,985,500
Long-term debt                                                               
                                                                  ------------    ------------   
                                                                     7,381,600       6,985,500   
                                                                  ------------    ------------    
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, 1998, 119,016,925 shares issued and
    to be issued; Feb. 28, 1999, 123,816,925 shares issued
    and to be issued                                                   123,800         119,000     
  Additional paid-in capital                                         6,973,600       6,839,000     
  Deficit accumulated during development stage                     (14,669,700)    (14,134,200)   
                                                                  ------------    ------------   
                    Total shareholders' equity (deficit)            (7,572,300)     (7,176,200)   
                                                                  ------------    ------------   
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     Period from      Period from           From 
                                                 Dec. 1, 1998      Dec. 1, 1997    June 1, 1998     June 1, 1997       May 4, 1982
                                                      to                to              to                to         (inception) to
                                                 Feb. 28, 1999    Feb. 28, 1998    Feb. 28, 1999    Feb. 28, 1998     Feb. 28, 1999
                                                 -------------    -------------    -------------    -------------     ------------- 

<S>                                               <C>              <C>               <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                                        60,400           60,700          180,200           180,300        5,041,200
    Professional fees                                        0                0           30,500                 0        1,307,100
    General and administrative                           1,800            1,400          114,800             4,200        3,929,800
                                                  ------------     ------------     ------------      ------------     ------------
                                                        62,200           62,100          325,500           184,500       10,278,100
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                                        71,500           65,300          210,000           191,500        2,767,000
Interest income                                           --               --                --               --           (298,500)
Royalty income                                            --               --                --               --            (75,000)
Miscellaneous Income                                      --               --                --               --            (75,100)
Aborted stock offering costs                              --               --                --               --            325,400
Gain on early extinguishment of debt                      --               --                --               --            (10,400)
Minority interest in net loss of subsidiary               --               --                --               --           (329,800)
                                                  ------------     ------------     ------------     -------------    ------------- 

Net loss and deficit accumulated during
  development stage                               $   133,700      $    127,400     $    535,500     $     376,000    $  14,669,700
                                                  ============     ============     ============     =============    =============
Net loss and deficit accumulated during
  development stage per share of common stock     $      .001      $       .001     $       .004     $        .003    $         .16 
                                                  ============     ============     ============     =============    =============

Weighted average number of shares outstanding      123,816,925      119,016,925      123,078,463       119,016,925       90,310,821
                                                  ============     ============     ============     =============    =============



                                 See accompanying notes to consolidated financial statements.

                                                           3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
              
                                                   
                                                     MEDITECH PHARMACEUTICALS, INC.
                                                    (A Development-Stage Enterprise)
                                      CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                                               May 4, 1982 (Inception) to Feb. 28, 1999
                                                                                              Additional         Common
                                                                                              paid-in             stock   
                                                                Common stock                  capital           subscribed  
                                                     ---------------------------------    ---------------------------------
                                                        Shares                Amount
                                                        ------                ------
                                                       (000's)
<S>                                                      <C>                <C>             <C>                <C>       
 
       Balance at May 31, 1983                           48,000                 48,000        295,000              234,400
 
       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                      
                                                     ----------             ----------    -----------            ----------     
       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                (5,000)     
Common stock subscriptions                                                                                            5,000
Net Loss, year ended May 31, 1997                          --                     --             --                     
                                                     ----------             ----------     ----------            ----------    
       Balance at May 31, 1997                          119,016                119,000      6,839,000                 --   

Net Loss, period ended May 31, 1998                   
                                                     ----------             ----------     ----------            ----------       
       Balance at May 31, 1998                          119,016                119,000      6,839,000                 --      
   
Common stock granted for services
  during Fiscal 1999                                      4,800                  4,800        134,600           
Net Loss, period ended Feb. 28, 1999    
                                                     ----------             ----------     ----------            ----------      
       Balance at Feb. 28, 1999                         123,816                123,800      6,973,600                 --
                                                     ==========             ==========     ==========            ==========
                                                                    4

<PAGE>
                                              MEDITECH PHARMACEUTICALS, INC.
                                             (A Development-Stage Enterprise)
                                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                                         May 4, 1982 (Inception) to Feb. 28, 1999
                                                        (Continued)

                                                        Deficit                                 
                                                      accumulated                               
                                                        during              Note                      
                                                      development        receivable                 
                                                         stage          from officer             Total    
                                                 --------------------------------------------------------- 

       Balance at May 31, 1983                          (1,022,600)                  0            (445,200)

       Balance at May 31, 1984                          (2,361,000)                  0           1,887,100

       Balance at May 31, 1985                          (4,155,100)                  0              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                          (8,275,400)                  0          (2,287,400)       

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

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

       Balance at May 31, 1991                          (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                         (10,401,100)                  0          (4,099,800)
Net Loss, year ended May 31, 1993                         (449,400)               --              (449,400)
                                                      ------------        ------------        ------------
       Balance at May 31, 1993                         (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                         (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                         (12,120,000)                  0          (5,589,300)

Net Loss, year ended May 31, 1996                         (501,600)                               (501,600)
                                                      ------------        ------------        ------------
       Balance at May 31, 1996                         (12,621,600)                  0          (6,090,900)

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

Net Loss, period ended May 31, 1998                       (555,200)                               (555,200)

                                                      ------------        ------------        ------------
       Balance at May 31, 1998                         (14,134,200)                  0          (7,176,200)
                                                      
Common stock granted for services
  during Fiscal 1999                                                                               139,400
Net Loss, period ended Feb. 28, 1999                      (535,500)                  0            (535,500)
                                                      ------------        ------------        ------------
       Balance at Feb. 28, 1999                        (14,669,700)                  0          (7,572,300)
                                                      ============        ============        ============

                                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
                                                               June 1, 1998        June 1, 1997      May 4, 1982
                                                                    to                  to          (inception) to
                                                               Feb. 28, 1999       Feb. 28, 1998     Feb. 28, 1999
                                                               -------------       -------------    ---------------

Cash provided by:
  Financing activities --
<S>                                                             <C>                 <C>               <C>   
    Proceeds from long-term debt                                $       --                  --        $    27,300
    Advances from (repayments to)
      parent and affiliates                                          210,000             191,500        3,118,700
    Issuance of (retirement of)
      common stock                                                     4,800                --            123,800
    Additional paid-in capital                                       134,600                --          5,767,500
    Increase in paid-in capital due to
      increase in equity of subsidiary due
      to issuance of common stock                                       --                  --            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)
                                                                ------------        ------------      -----------
                                                                     349,400             191,500      $ 9,055,000

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                                                      31,900              30,200        1,113,900
Accrued professional fees                                               --                  --            635,300
Accrued laboratory expenses                                             --                  --             33,900
Accrued compensation                                                 154,200             154,300        2,305,800
Stock subscription proceeds refundable                                  --                  --                  0
Advances (to) from affiliates                                           --                  --                  0
Prepaid and other current assets                                        --                  --               (600)
Proceeds from loan payable                                              --                  --             71,000
                                                                ------------        ------------      -----------
                                                                     535,500             376,000       13,931,700
                                                                ------------        ------------      -----------

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

Cash at the end of the period                                   $          0        $          0      $         0
                                                                ============        ============      ===========



                         See accompanying notes to consolidated financial statements.

                                                    6

</TABLE>

<PAGE>
<TABLE>
<CAPTION>



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

                                                              Period from         Period from          From
                                                              June 1, 1998        June 1, 1997      May 4, 1982
                                                                   to                  to          (inception) to
                                                              Feb. 28, 1999       Feb. 28, 1998     Feb. 28, 1999
                                                              -------------       -------------    ---------------


Cash used for:

<S>                                                            <C>                  <C>             <C>
Net loss                                                      $    (535,500)        $  (376,000)    $(14,669,700)
Less items not affecting
  working capital -
   Loss on investments                                                 --                 --             120,100
   Depreciation and amortization                                       --                 --             174,100
   Common stock options issued
     below market price                                                                                  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 capital                
     from issuance of minority stock options and grants                --                 --            (274,000)
   Write-off Deferred stock offering costs                             --                 --             154,300
                                                               ------------         ------------    ------------
Cash used for development
  stage activities                                                 (535,500)            (376,000)    (13,360,400)
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
                                                               ------------         ------------    ------------
                                                                   (535,500)            (376,000)    (13,931,700)
                                                               ------------         ------------    ------------


                               See accompanying notes to consolidated financial statements.

                                                               7

</TABLE>

<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 NOVEMBER 30, 1998, 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 FEB. 28, 1999, AND THE RELATED  STATEMENT OF  SHAREHOLDERS'
DEFICIT  FOR THE PERIOD  FROM MAY 4, 1982  (INCEPTION)  TO  NOV. 30,  1998,  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 FEB. 28, 1999, AS THE COMPANY'S  OPERATIONS DID
NOT GENERATE TAXABLE INCOME FOR TAX OR FINANCIAL REPORTING PURPOSES.

NOTE 3 - ADVANCES TO PARENT:

     AT NOV. 30, 1998,  THE COMPANY WAS INDEBTED TO PETRO-MED INC. IN THE AMOUNT
OF  $3,221,700.  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 FEB. 28, 1999,  THE COMPANY
HAD AN ACCUMULATED DEFICIT OF $14,669,700. 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 NOV 30, 1998, HAVE BEEN EFFORTS TO SECURE FINANCING, CREATE
A  MANAGEMENT  AND  BUSINESS  STRUCTURE,  AND DEVELOP AND TEST  VIRAPLEX (R) AND
MTCH-24  (TM).  

     AS OF FEB. 28, 1999,  APPROXIMATELY  $12,115,200  HAD BEEN  EXPENDED BY THE
COMPANY IN CARRYING OUT ACTIVITIES  RELATING TO THE  DEVELOPMENT  AND TESTING OF
VIRAPLEX(4) AND MTCH-24(TM). THIS TOTAL INCLUDES $1,347,800 FOR CLINICAL TRIALS,
$489,300 FOR RESEARCH AND DEVELOPMENT,  $5,041,200 FOR COMPENSATION,  $1,307,100
FOR PROFESSIONAL  FEES, AND $3,929,800 FOR GENERAL AND  ADMINISTRAIVE  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: APRIL 1, 1999                   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>                               FEB-28-1999
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                   600
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                     600
<CURRENT-LIABILITIES>                        7,381,600
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       123,800
<OTHER-SE>                                  (7,572,300)
<TOTAL-LIABILITY-AND-EQUITY>                       600
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                62,200
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              71,500
<INCOME-PRETAX>                               (133,700)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (133,700)
<EPS-PRIMARY>                                    (.001)
<EPS-DILUTED>                                    (.001)
        


</TABLE>


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