MEDIVEST INC
10QSB, 1998-07-28
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                 U. S. Securities and Exchange Commission
                         Washington, D. C.  20549

                              FORM 10-QSB

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

     For the quarter ended June 30, 1998
                           -------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the transition period from               to
                                    -------------    -------------

                        Commission File No. 1-10077
                                            -------

                                MEDIVEST, INC.     
                                --------------
              (Name of Small Business Issuer in its Charter)

         UTAH                                            87-0401761
         ----                                            ----------         
(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)

                            3646 West 2100 South
                        Salt Lake City, Utah  84120
                        ---------------------------    
                 (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (801) 972-9090

                                    N/A
                                    ---      
       (Former Name or Former Address, if changed since last Report)

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  

     (1)   Yes  X    No            (2)   Yes  X    No 
               ---      ---                  ---      ---

               (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS 
                       DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.  Yes  X    No 
                                                      ---     ---
                   (APPLICABLE ONLY TO CORPORATE ISSUERS)

          State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:

                               July 21, 1998

                           Common - 1,301,305 shares

          
                    DOCUMENTS INCORPORATED BY REFERENCE

          A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.

Transitional Small Business Issuer Format   Yes  X   No 
                                                ---     ---

                  PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

          The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes.  In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.

<TABLE>
                          MEDIVEST, INC. 
                  (A Development Stage Company)
                          BALANCE SHEETS
                          
                                            (Unaudited) 
                                              June 30,      December 31,
                                                1998             1997    
<S>                                        <C>              <C>

Total Assets                                $       -        $        -

Liabilities and Stockholders' Equity
  Liabilities 
    Accounts Payable                        $    20,459      $     15,603
    Income Tax Payable                              -                 100
    Note Payable                                 35,000            35,000

           Total Liabilities                     55,459            50,703

  Stockholders' Equity 
    Common Stock, authorized
      50,000,000 shares of $.001
      par value, issued and outstanding
      1,301,305 as of June 30,
      1998 and December 31, 1997                  1,301             1,301

    Additional Paid in Capital                1,615,328         1,615,328
    Previous Retained Deficit                (1,867,999)       (1,867,999)
    Earnings(Deficit)Accumulated 
    During Development Stage                    195,911           200,667

          Total Stockholders' Equity            (55,459)          (50,703)

Total Liabilities and Stockholders' Equity  $       -         $       -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>                        
                                     MEDIVEST, INC. 
                               (A Development Stage Company)
                                 STATEMENTS OF OPERATIONS 
                                       (Unaudited) 
<CAPTION>
                                                                   Cumulative
                                                                      Since    
                                                                    Inception
               For the Three Months Ended  For the Six Months Ended     of     
                    June 30,     June 30,    June 30,     June 30, Development 
                     1998          1997       1998         1997        Stage   
<S>                  <C>          <C>         <C>         <C>       <C>
Revenues              $      -    $       -    $      -    $      -  $    -
General and 
Administrative 
Expenses                  (1,859)    (8,217)    (4,756)     (14,770)  (59,417)

Net Loss Before Taxes and 
Extraordinary Item        (1,859)    (8,217)    (4,756)     (14,770)  (59,417)

Net Taxes                    -          -          -            -        (200)

Net Loss Before 
Extraordinary Item        (1,859)    (8,217)    (4,756)     (14,770)  (59,617)

Extraordinary Item - 
Gain on Restructuring
of Debt, Net of Taxes        -        9,487        -       143,179    255,528

Net Income (Loss)       $ (1,859)  $  1,270   $ (4,756)  $ 128,409  $ 195,911

Earnings (Loss) Per 
Common Share Loss From
Operations Before 
Extraordinary Item      $    -     $   (.01)  $    -     $    (.02)
Extraordinary Item           -          .01        -           .22
Net Earnings Per share       -           -         -           .20

Weighted Average shares 
Outstanding             1,301,305    656,556   1,301,305    654,755
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
                         MEDIVEST, INC. 
                  (A Development Stage Company)
                    STATEMENTS OF CASH FLOWS 
                           (Unaudited) 
<CAPTION>
                                                               Cumulative
                                                                  Since
                                   For the Six Months Ended     Inception
                                   June 30,        June 30,        Of
                                     1998            1997      Development
<S>                                <C>            <C>          <C>
Cash Flows From Operating

Net Income (Loss)                   $   (4,756)    $ 128,409    $ 195,911

Adjustments to Reconcile Net 
Income to Net Cash Provided by 
Operating Activities:
   Common stock issued for services        -             -          7,868
   Common Stock issued for finance charges -             -         17,587

Changes in Assets and Liabilities
   Decrease in prepaid finance charges     -           8,794          -
   Increase (Decrease) in accounts 
   payable                               4,856         1,418       20,459
   Decrease in other liabilities           -        (158,363)    (276,825)
   Increase (Decrease) in taxes payable   (100)         (100)         -

Net Cash Used by Operating Activities      -         (19,842)     (35,000)

Cash Flows From Investing Activities       -             -            -

Cash Flows From Financing Activities
   Proceeds from note payable              -             -         35,000

Net cash provided by financing activities  -             -         35,000

Net (decrease) in cash and cash 
equivalents                                -         (19,842)         -

Cash and cash equivalents at 
beginning of year                          -          23,425          -

Cash and cash equivalents at end of year $ -    $      3,583    $     -
</TABLE>
The accompanying notes are an integral part of these financial statements.

                         MEDIVEST, INC. 
                  (A Development Stage Company)
                NOTES TO THE FINANCIAL STATEMENTS 
             For the Three Months Ended June 30, 1998
                          (Unaudited)

NOTE 1 - Interim Reporting 

     The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
considered necessary for a fair presentation have been included.  Operating
results for the six months period ended June 30, 1998, are not necessarily
indicative of the results that may be expected for the year ended December 31,
1998.

Item 2.   Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

      The Company has not engaged in any material operations or
had any revenues from operations during the last two calendar years. The
Company's plan of operation for the next 12 months is to continue to seek the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as
the sole consideration for any such acquisition.

     During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture.  Such funds may
be advanced by management or stockholders as loans to the Company.  Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances. 
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction.   As of the date of this
Report, the Company is not involved in any negotiations respecting any such
venture.  

Results of Operations.
- ----------------------

     Other than restoring and maintaining its good corporate 
standing in the State of Utah, compromising and settling its 
debts and seeking the acquisition of assets, properties or 
businesses that may benefit the Company and its stockholders, 
the Company has had no material business operations during the two 
most recent calendar years.

     During the quarters ended June 30, 1998 and 1997, the Company had no
business operations, a net loss of ($1,859) and ($1,270), respectively, and
liabilities of $55,459 for June 30, 1998.

Liquidity.
- ---------

     During the fourth quarter of 1996, the Company obtained a loan from a
non-affiliated party in the amount of $35,000, which funds were utilized to
compromise outstanding liabilities at approximately ten cents on the dollar.


                   PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          None; not applicable.

Item 2.   Changes in Securities.

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.

          None; not applicable.

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

          No matter was submitted to a vote of the Company's security holders
during the second quarter of the calendar year covered by this Report or
during the two previous calendar years.

Item 5.   Other Information.

         None; not appicable.

Item 6.   Exhibits and Reports on Form 8-K.
                                                        Page
          (a)  Exhibits.*                               Number
               
               None.

          (b)  Reports on Form 8-K.

               None.

      *   A summary of any Exhibit is modified in its entirety by reference
          to the actual Exhibit.


                            SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                       MEDIVEST, INC.



Date: 7/22/98                           By/s/John M. Williams
      ----------                        -------------------------------------- 
                                        John M. Williams
                                        President, Vice President and Director



          Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:


                                        MEDIVEST, INC.




Date: 7/22/98                            By/s/John M. Williams
     ----------                          ------------------------------------
                                         John M. Williams
                                         President, Vice President and        
                                         Director
                                         

Date: 7/28/98                            By/s/William R. Stoddard   
     ----------                          ------------------------------------
                                         William R. Stoddard
                                         Secretary/Treasurer and Director

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                            55459
<BONDS>                                              0
                                0
                                          0
<COMMON>                                          1301
<OTHER-SE>                                      (56760)
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                  4756
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  (4756)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (4756)
<EPS-PRIMARY>                                      .00
<EPS-DILUTED>                                        0
        

</TABLE>


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