U.S. SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM 10-KSB

         Annual Report Under Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

   For the fiscal year ended December 31, 1995, 1996 and 1997
                  Commission File No.  1-12178

                          InnoVet, Inc.
         ----------------------------------------------
         (Name of small business issuer in its charter)

     Florida                                 59-2699441
------------------------------     -------------------------------
(State or other jurisdiction of   (IRS Employer Identification No.)
of incorporation or organization)

          P. O. Box 145, Winter Park, Florida     32789
      ----------------------------------------------------
      (Address of principal executive offices)  (Zip Code)

Issuer's telephone number               None
                              -----------------------------------

Securities registered under Section 12(b) of the Exchange Act: None
                                                               ----
Securities registered under Section 12(g) of
the Exchange Act:                                      None 
                                                  -----------------
                                                   (Title of Class)

Check whether the issuer  (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant
was required to file such reports),  and (2) has been subject to
such filing requirements for the past 90 days.
                    Yes            No     X
                        -----           -----

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.     [  X  ]

The issuer had no revenues for its most recent fiscal year ended
December 31, 1997.

As of July 15, 1998, the aggregate market value of the voting stock
held by non-affiliates of the issuer was zero. 
As of July 15, 1998, the issuer had outstanding 18,656,881 shares
of its common stock.

Transitional Small Business Disclosure Format     Yes       No  X
                                                       ----    ----
<PAGE>
                             PART I

Item 1.  Description of Business.

     (a)  Business Development.

     The Company was incorporated under the laws of the State of
Florida on February 3, 1986.  The Company is in the specialty
animal healthcare technology business, however its operations have
been limited in the past three years because of insufficient funds.
It had no revenues in 1997 and in 1996 and 1995 all of its revenues
were derived from the sale of its cleaning product that removes pet
stains and odors from carpeting. Its license rights to this product
were terminated in the 1997 fiscal year. The Company owns United
States patent rights to a biological product using the trade name
IVET-629 that is designed to accelerate recovery of horses with
respiratory ailments. In August 1995, the Company granted a
worldwide exclusive license to develop and market the technology to
SSG, Inc., a private Mississippi corporation. See THE COMPANY'S
BUSINESS - IVET-629. The Company has a sublicense right to develop
and market certain monoclonal antibodies to be used in a gender
selection technology for livestock. The Company discontinued its
research activity on this technology in March 1996 because of lack
of funds.

     The Company granted Oakes, Fitzwilliams & Co. Limited a
security interest in its IVET-629 patent rights and assigned its
rights and interest in the gender selection technology sublicense
to Oakes Fitzwilliams in March 1997 as part of the consideration
for a loan. The loan is in the amount of $65,000 and was made
mainly to provide the Company with money for legal and accounting
fees to bring the Company in compliance with the reporting
requirements of the Securities Exchange Act of 1934 ("Exchange
Act").  See CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     (b)  The Company's Business.  
     Search for Merger or Acquisition Partner
     ----------------------------------------
     In the 1997 fiscal year the Company's sole activity was to
find a company to merge with or that will acquire it. So far its
efforts have not been successful. The Company believes that its
public shell can be made attractive if it is able to meet its
reporting requirements under the Exchange Act and maintain its OTC
Bulletin Board listing with the National Association of Securities
Dealers, Inc. It obtained a loan of $65,000 in March 1997 for this
purpose, as well as to provide it with money to conduct due
diligence on a potential merger or acquisition partner. The Company
does not know whether it will be able to find a suitable partner.
If it cannot, the Company may have to liquidate its assets and
dissolve. See MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - LIQUIDITY AND CAPITAL
RESOURCES.

     IVET-629
     ---------
     IVET-629 is a biological product used for treating target
animals for specified illnesses. The mode of operation of the
product has not been completely elucidated. The process of using
IVET-629 for treating target animals for specified illnesses is the
subject of an issued United States patent that the Company owns.
The Company's patent rights were assigned to Oakes, Fitzwilliams,
its second largest shareholder, in March 1997 as part of the
collateral to secure a loan. See CERTAIN RELATIONSHIP AND RELATED
TRANSACTIONS.

     The Company acquired its rights to IVET-629 from BioQuest,
Inc., an affiliate of DRA & Associates, Inc. ("DRA"). Under the
terms of the acquisition agreement, the Company has royalty-free
rights to the technology, including sublicensing rights. The
Company acquired the assets and liabilities of DRA's business in
May 1992. In May 1994, the Company sold DRA, with the exception of
the IVET-629 intellectual property, to a principal of DRA.

     On August 16, 1995, the Company licensed its development and
marketing rights to IVET-629 to SSG. Pursuant to the terms of the
licensing agreement, SSG assumed responsibility for product
development, obtaining regulatory approvals and marketing. The
Company granted SSG a worldwide exclusive license, with the right
to sublicense the technology covered by the patent and any related
patents which are issued, and to make use of and sell the products
derived from the patents. SSG paid the Company $3,000 for the
license and agreed to pay it a royalty of 6 percent of net sales of
products sold by it or any of its sublicensees. There is a minimum
royalty payment of $10,000 in 1998. No payments have been made to
the Company under the licensing agreement. The Company has the
option, if the minimum royalty payment is not paid in 1998, to
convert the exclusive license to non-exclusive or terminate the
agreement. The agreement terminates on June 15, 2010. After that
date, and subject to SSG's payment to the Company of all fees and
royalties, SSG shall have a perpetual, fully paid, non-exclusive
license.

     Gender Selection Technology
     ---------------------------
     The Company was developing a semen cell separation technology
for gender selection of livestock by livestock farmers. The
technology, if developed, would allow dairy farmers, for example,
to reproduce female offspring from their highest producing animal
(to increase milk yield).

     In 1994, the Company's original collaborator in developing the
gender selection technology, Applied Immune Sciences, Inc. ("AIS"),
decided to limit its participation in the development of the
technology. Under a modification to the Company's initial
development agreement with AIS, the Company was granted a
sublicense by AIS that gives it exclusive worldwide rights to
certain monoclonal antibodies to be used to develop the gender
selection technology. Should the utilization of any of these
antibodies result in a commercial product, the Company will pay AIS
a 1% royalty on net product sales. Should the utilization of any of
these antibodies, or should a spermicidal effect on sperm cells be
patented and commercialized, the royalty will be 2% of net product
sales.

     The Company is now responsible for all funding related to
development of the technology. The Company retained a key research
scientist, formerly utilized by AIS, to continue development of the
technology and established laboratory facilities in California to
continue its development efforts.  Experiments were performed using
the monoclonal antibody on cattle embryos. Research was
discontinued in March 1996 because of insufficient funds. The
results of the experiments were mixed and the Company is
reevaluating this program in light of the results achieved and the
Company's current financial condition.

     Competition
     ------------
     Competition in the pharmaceutical and biological industries in
general is based on such factors as product performance, safety,
patient compliance, ease of use, price, acceptance by
veterinarians, marketing, distribution and adaptability to various
types of application. In addition, technological competition may be
based on the development of alternative products and approaches
aimed at the treatment or prevention of the same diseases as the
Company's products.

     The Company is not aware of any other commercially viable
product or process which can produce separation of bovine male or
female sperm at a satisfactory increase in success rate over
natural selection. Research activities using flow cytometry,
electrical current and other methods have been unable to produce a
cost-effective and commercially acceptable product or process that
achieves a satisfactory minimum probability of selection of gender,
sperm viability for insemination or processing speed.

     Product Liability
     -----------------
     The Company currently does not have any product liability
insurance because it is not conducting any business and cannot
afford to pay the insurance premium.

     Government Regulation
     ---------------------
     The Company's IVET-629 product is regulated in the United
States by the United States Department of Agriculture by specific
illness claims in the host animal. If a product is approved in the
United States, and is guaranteed to be safe in the environment, it
will generally be accepted for import to other countries. Human
applications of IVET-629 would be regulated by the Food and Drug
Administration and comparable agencies in other countries.

     The Company knows of no regulations which govern the use of
its gender selection technology in the livestock industry.

     Procedures for seeking and obtaining governmental approval for
products can involve the expenditure of substantial time and
resources, and there can be no assurance that any such approval
will be granted on a timely basis, if at all. Product approvals can
also be withdrawn if compliance with regulatory guidelines is not
maintained or if problems occur following product introduction to
the market.

     Patent Protection
     -----------------
     The Company's proprietary process for treating target animals
for specified illnesses with the IVET-629 product is the subject of
an issued United States patent. The Company has filed two foreign
applications for patents claiming various additional aspects of
this technology.

     There can be no assurance that the Company's patents will
afford the Company comercially significant protection of its
proprietary technology or have commercial application. The
Company's patents have not been tested in courts and litigation may
be necessary to determine the validity and scope of its proprietary
rights. Moreover, the patent laws of foreign countries may differ
from those of the United States and the degree of protection
afforded by foreign patents may therefore be different.

     The Company is the owner of a United States trademark
registration for the trade name IVET-629. The Company intends to
rely on unpatented trade secrets and proprietary know-how in
continuing technological information to maintain and develop its
commercial position. It has entered into confidentiality agreements
with former employees, consultants and SSG. These agreements may
not provide sufficient protection for the Company's trade secrets
or proprietary know-how in the event of any unauthorized use or
disclosure of such know-how. In addition, there can be no assurance
that others will not obtain access or independently develop these
trade secrets or know-how.

     Employees
     -----------
     The Company does not have any employees.

Item 2.   Description of Property.

     The Company does not own or rent any property, other than
fully depreciated property.
Item 3.   Legal Proceedings.

     The Company is not a party to any pending legal proceeding.

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

     No matters were submitted to a vote of security holders during
theyears ended December 31, 1995, December 31, 1996 and December
31, 1997.

                             PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

     (a)  Market Information.

     The Company's common stock traded on the Emerging Company
Marketplace of the American Stock Exchange from July 15, 1993 to
July 11, 1995. Since July 11, 1995, the common stock has traded on
the NASD's OTC Bulletin Board. During the past two fiscal years and
through the first quarter of fiscal 1998, trading in the common
stock has been limited. The closing bid price during this period
has ranged from zero to one cent. It would not be meaningful to
present a quarter by quarter breakdown of the high and low bid
price during the above period.

     The closing bid price for the common stock on July 15, 1998
was zero.

     (b)  Holders.

     As of July 15, 1998, there were approximately 672 holders of
record of the Company's common stock.

     (c)  Dividends.

     The Company has not paid dividends and does not anticipate
that it will pay dividends in the foreseeable future. The Company
is not under any contractual restriction concerning its present or
future ability to pay dividends.

     (d)  Recent Sales of Unregistered Securities.

     In the past three years, the Company issued a total of 360,000
restricted shares of common stock to Dr. Jesse W. Houdeshell, the
Company's former Chief Executive Officer and President. The shares
were issued to Dr. Houdeshell as a result of his exercise of
360,000 options on January 3, 1995 at an exercise price of $.001
per share. The total proceeds to the Company as the result of the
exercise of the options was $360. The options had been previously
granted to Dr. Houdeshell pursuant to the Company's Officers,
Directors And Key Employees' Stock Option Plans.

     The Company believes that the above securities transaction is
exempt from registration under the Securities Act of 1933 (the
"Act") pursuant to Section 4(2) of such Act, as a transaction by an
issuer not involving any public offering for, among other reasons,
the following: (i) no general solicitation or advertising was used;
(ii) the transaction was isolated; and (iii) Dr. Houdeshell had
access to information about the Company that an available
registration would provide.

Item 6.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.

     (a)  Results of Operations.

     Sales volume of $345,368 in 1995 and $261,713 in 1996 resulted
from the sale of the pet stain and odor eliminator product. The
difference in volume reflects the timing of orders from the sole
purchaser of the product. The last order for the product was
shipped in the fall of 1996. Gross margin on sales of the product
was constant at 42% in both periods.

     Other income of $125,592 in 1995 represents the difference
between the compensation accrued for a former executive and the
final settlement amount paid.

     Gain on sale of marketable securities of $99,979 in 1995 as
well as the foregin currency transaction gain of $5,873, resulted
from the sale of certain securities received as consideration for
the sale of the Cambridge Veterinary Sciences subsidiary.

     Compensation of officers and employees ceased in August of
1995 when all full time employees of the Company were terminated.

     Consulting fees in 1995 and 1997 were for payments to Roland
M. Hendrickson, the Company's Chairman, for services other than as
a director.

     Research and development of $43,456 was primarily for the
development of the Company's gender selection technology. The
research was discontinued due to lack of funds.

     In August of 1995 the Company terminated both employees,
discontinued its office lease and phone numbers. As a result, 1996
and 1997 expenses represent administrative expenses to continue the
active shell of the Company only.
     Interest expense in 1995 was paid to a bank for a loan secured
by the securities received in the Cambridge Veterinary Sciences
transaction. The principal amount was paid in full with the
proceeds from the sale of the securities. The interest expense in
1997 resulted from a loan granted by a significant shareholder. See
LIQUIDITY AND CAPITAL RESOURCES.

     (b)  Liquidity and Capital Resources.

     During 1995 and 1996 the Company was able to continue as a
result of revenues from the sale of the pet stain and odor
eliminator product. When orders for the product ceased in the fall
of 1996, the Company used remaining cash to pay obligations. In the
spring of 1997, a  shareholder loaned the Company $65,000 in order
to complete audits from prior periods and bring securities filings
into compliance. See CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.

     The Company currently has no sources of revenue and minimal
cash.It is possible that the shell may be used by an active entity
seekingpublic company status; however, it is uncertain if or when
such an event will occur. If such an event does not occur within a
short period of time, the Company may liquidate.

Item 7.   Financial Statements.

     Financial statements are listed under Item 13 of this Annual
Report and begin on page F-1.

Item 8.   Changes In and Disagreements With Accountants on
          Accounting and Financial Disclosure.

     Not applicable.

                            PART III

Item 9.   Directors and Executive Officers; Compliance with
          Section 16(a) of the Exchange Act.

     (a)  Directors and Executive Officers.

Information about the directors and executive officers of the
Company is set forth below.

                                         Director  Date Director's
Name                     Age  Positions   Since      Term Expires
---------------------    ---  --------- --------- ----------------
Roland M. Hendrickson    75   Chairman     1992   1995(Agreed to
                              of the              continue to serve
                              Board               until next Annual
                                                  Shareholders
                                                  Meeting)

Scott P. Cielewich       47   Executive    1993   1996(Agreed to
                              Vice                continue to serve
                              President and       until next Annual
                              Chief Financial     Shareholders
                              Officer             Meeting)

     All directors hold office for three years. They continue to
hold office until the annual meeting of shareholders of the Company
that occurs after the third anniversary of their election and until
their successors have been elected and qualified. Officers are
elected or appointed by the Board of Directors and hold office
until their successors have been elected or appointed and
qualified.

     Roland M. Hendrickson has been Chairman of the Company since
October 1993. He was Vice Chairman from April to October 1993.
Since October 1996 he has been Vice President, Montgomery Group,
Inc. (formerly known as Montgomery Associates, Inc.), a management
consulting firm. He was President of the company from April 1988 to
October 1996. From 1962 to 1988 he was President, Agricultural
Division, Pfizer, Inc. He was also a corporate vice president of
Pfizer from 1973 to 1988. He received a B.S. degree in agricultural
education from the University of Minnesota.

     Scott P. Cielewich has been Executive Vice President since
1993 and Chief Financial Officer since April 1989. Since August
1995, he has devoted time to the Company as needed but has been
employed full time elsewhere. From August 1995 to December 1995 he
was Regional Vice President of Operations of the South Florida
Region of MedPartners, Inc. In 1996 he was self-employed as a
physician's practice management consultant. Since January 1997 he
has been employed as Vice President of Operations for the Eastern
United States of Physicians Resource Group, Inc. From December 1991
to June 1993, he was Managing Partner, Treasure Coast Sports
Medicine, Ltd., a provider of physical therapy services. Mr.
Cielewich's other work experience includes eight years as a staff
accountant and, later, audit manager for Price Waterhouse & Co.,
Buffalo, New York. Mr. Cielewich is a Certified Public Accountant
and is a member of the Florida Institute and New York State Society
of Certified Public Accountants. Mr. Cielewich has a B.B.A. degree
with a major in accounting from St. Bonaventure University. 

     (b)  Compliance with Section 16(a) of the Exchange Act.

     Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company pursuant to Rule 16a-3(e) under
the Exchange Act during its last three fiscal years and Form 5 and
amendments thereto furnished to it in the last three fiscal years
and any written representation from reporting persons, as defined
in the Exchange Act, the Company is not aware of late reports, or
any transactions not reported timely, or any failure to file any
reports required by Section 16(a) of the Exchange Act during its
most recent fiscal year.

Item 10.  Executive Compensation.
     (a)  Summary Compensation Table.

     Not applicable.

     (b)  Options/SAR Grants Table.

     Not applicable.

     (c)  Aggregated Option/SAR Exercises and Fiscal Year-End
Option/SAR Value Table. 

     Not applicable.

     (d)  Long-Term Incentive Plan Awards Table.

     Not applicable.

     (e)  Compensation of Directors.

     Not applicable.

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management.

     (a)  Security Ownership of Certain Beneficial Owners.

     The following table sets forth the name and address of each
beneficial owner of more than five percent of the Company's voting
stock known to the Company, the number of shares known to be
beneficially owned as of July 15, 1998, and the percent of the
total shares outstanding so owned.  Each person named in the table
has sole investment and voting power regarding the shares set forth
opposite his name, except as otherwise noted.  All beneficial
ownership is direct or of shares held for the stockholder in street
name, except as otherwise indicated.

                                        Amount and
                                        Nature of        Percent
Title of         Name and Address       Beneficial       of Class
  Class          Beneficial Owner       Ownership      Outstanding
--------       ----------------------   ----------     -----------
Common Stock   Jesse W. Houdeshe        ll1,046,247(1)    5.55%(1)
$.001 Par      7721 Wexford Way
Value          Port St. Lucie, FL 34986

               Ivory & Sime             2,433,334(2)     12.17%(2)
               Capital, PLC
               One Charlotte Square
               Edinburgh, EH2 4D2 England

               Oakes, Fitzwilliams &    1,435,333(3)       7.22(3)
               Co. Limited
               Bryon House
               7-9 St. James's Street
               London, SW1A1EE England
-------------------
(1)  Includes currently exercisable options to purchase 180,013
     shares.
(2)  Includes currently exercisable warrants to purchase 1,333,334
     shares.
(3)  Includes currently exercisable warrants to purchase 1,027,333
     shares. 
     (b)  Security Ownership of Management.

     The following table shows the beneficial ownership of the
Company's common stock as of July 15, 1998,  by each director and
by all directors as a group.
                                        Amount and
                                        Nature of      Percent
                         Positions      Beneficial     of Class 
Name                       Held         Ownership (1)  Outstanding
---------------------    ---------      -------------  -----------
Roland M. Hendrickson    Chairman       112,500(2)     0.60%(2)

Scott P. Cielewich       Executive Vice 645,166(3)     3.35%(3)
                         President, Chief
                         Financial Officer
                         and Director

Directors as a Group,                   757,666        12.32%(4)
(2 persons)
---------------------
(1)  All shares are beneficially owned, and sole voting and
     investment power is held, by the persons named except as
     otherwise noted. 
(2)  Includes currently exercisable options to purchase 75,000
     shares. 
(3)  Includes currently exercisable options to purchase 342,500
     shares and currently exercisable warrants to purchase 266,666
     shares.
(4)  Includes currently exercisable options to purchase 417,500
     shares and currently exercisable warrants to purchase 266,666
     shares.

Item 12.  Certain Relationships and Related Transactions. 

     On December 18, 1995, the Company entered into an agreement to
terminate a prior termination agreement ("Agreement to Terminate")
with Dr. Jesse W. Houdeshell, its former Chief Executive Officer
and President. Dr. Houdeshell is also the owner of approximately
5.55% of the Company's outstanding common stock. The original
termination agreement was entered into on February 24, 1994. This
agreement terminated Dr. Houdeshell's employment agreement with the
Company except for the provisions related to arbitration and
confidentiality of information. The agreement, among other things,
provided that the Company would pay Dr. Houdeshell $60,000 a year
for five years as a consulting fee. Additional payments were
contingent on certain benchmark events occurring which were related
to the Company's technologies and the sale of a subsidiary or the
merger or acquisition of the Company with any independently owned
company. None of these events occurred. Under the terms of the
Agreement to Terminate, the agreement entered into February 24,
1994 was terminated. The Company paid Dr. Houdeshell $5,000. In
addition, the Company assigned to Dr. Houdeshell a termination
agreement related to the payment of $100,000 to the Company by
AgMed, Inc. and Meade Quality, Inc.; a promissory note made by
BioQuest, Inc. payable to the Company in the amount of $30,000; a
promissory note in the amount of $75,000 made by BioLab,Inc. with
the Company as payee;  and 40,000 shares of restricted common stock
of Protein Delivery, Inc. owned by the Company. For purposes of the
Agreement to Terminate, the restricted stock had a value of
$20,000; the other items assigned had a value of zero. The
Agreement to Terminate includes a covenant not to compete which
expires on March 31, 1999,  as well as the arbitration and
confidentiality provisions which were part of the termination
agreement. Dr. Houdeshell is prohibited from disclosing
confidential information about the Company through March 31, 1999. 

     Oakes, Fitzwilliams and Co. Limited, an investment banking
firm based in England and the beneficial owner of 7.22% of the
Company's outstanding common stock, loaned the Company $65,000 on
March 17, 1997 under the terms of a secured promissory note and
security agreement. The note was due and payable on or before
September 30, 1997 with interest at the London InterBank Offered
Rate ("Libor") plus 4% as of March 17, 1997. Although the principal
and interest on the loan has not been repaid, Oakes, Fitzwilliams
has not demanded repayment. The Company has the option to repay the
principal and interest by issuing shares of its common stock to
Oakes, Fitzwilliams pursuant to Regulation S under the Securities
Act at a price of $.0025 per share. The security agreement gives
Oakes, Fitzwilliams a security interest in the Company's patent
covering the IVET-629 technology and two foreign patent
applications related to the technology. The security agreement
required the Company to assign its licensing rights in the gender
selection technology under its agreement with Applied Immune
Sciences, Inc. The Company also assigned to Oakes, Fitzwilliams the
licensing rights to its pet stains and odor remover product,
however that license agreement has since terminated. Under the
terms of an arrangement agent agreement, Oakes, Fitzwilliams was
entitled to receive a $5,000 arrangement fee for the loan, as well
as $10,000 for expenses. Additionally, Oakes, Fitzwilliams will
receive a "breakup fee" of $25,000 if it introduces the Company to
an acquisition or merger candidate and the Company enters into an
agreement with the candidate but elects not to proceed. The
arrangements fee, out-of-pocket expenses and any "breakup fee" can,
at the option of the Company, be paid in shares of its commons
stock issued pursuant to Regulation S under the Securities Act at
a price of $.0025 per share.

                             PART IV

Item 13.  Financial Statements, Exhibits and Reports on Form 8-K. 
     (a)  Financial Statements.

     The following financial statements are filed as part of this
Annual Report.

Financial Statements                                   Page
------------------------------------------------       ----
(1)  Report of Grant Thornton                          F1
(2)  Balance Sheets                                    F2
(3)  Statements of Operations                          F3
(4)  Statement of Stockholders' Equity                 F4
(5)  Statements of Cash Flows                          F5
(6)  Notes to Financial Statements                     F6 to F12

     (b)  Exhibits.

     The Company hereby incorporates by reference the following
documents:

Exhibit
Number    Description of Exhibit
-------   -------------------------------------------------
3.1       Articles of Incorporation

3.2       Amendment to Articles of Incorporation

3.3       Bylaws

4.1       Form of Certificate for Shares of Common Stock

4.2       Form of Warrant included in the Units

4.7       InnoVet, Inc. Officers, Directors and Key Employees Stock
          Option Plan (1988)

4.8       InnoVet, Inc. Consultants and Independent Contractors'
          Non-Qualified Stock Option Plan

4.9       InnoVet, Inc. Officers, Directors and Key Employees' Non-
          Qualified Stock Option Plan (1989)

4.12      Form of Placement Agent Warrant dated March 26, 1993

10.8      InnoVet, Inc. Employee Stock Option Plan (1987)

10.9      InnoVet, Inc. Non-Qualified Stock Option Plan (1987)

     Exhibits 3.1 through 3.3, 4.1, 4.2, 10.8 and 10.9 were filed
as part of Form S-18 Registration Statement of InnoVet, Inc. and
Pre-Effective Amendments thereto, declared effective on March 9,
1988, Registration No. 33-19593-A.

     Exhibits 4.7 and 4.8 were filed as part of Post-Effective
Amendment No. 2 to Form S-18 Registration Statement of InnoVet,
Inc., declared effective on May 15, 1989.

     Exhibit 4.9 was filed as part of InnoVet, Inc.'s Form 10-K for
the fiscal year ended December 31, 1989, Commission File No. 1-
12178.

     Exhibit 4.12 was filed on April 1, 1993, as part of InnoVet,
Inc.'s Form 10-KSB for the year ended December 31, 1992, Commission
File No. 1-12178.

The following exhibits are filed herewith:

Exhibit
Number    Description of Exhibit
--------  --------------------------------------------------------

10.49     Agreement to Terminate Termination, Release and
          Consulting Agreement with Jesse W. Houdeshell dated
          December 18, 1995.

10.50     Secured Promissory Note for $65,000 dated March 17, 1997,
          Oakes,Fitzwilliams & Co., Limited., Payee.

10.51     Security Agreement Between InnoVet, Inc. and Oakes,
          Fitzwilliams dated March 17, 1997.

10.52     Arrangement Agent Agreement Between InnoVet, Inc. and
          Oakes, Fitzwilliams dated March 17, 1997.

     (c)  Reports on Form 8-K.

     No reports on Form 8-K were filed during the last quarter of
the period covered by this Form 10-KSB.




                          SIGNATURES

     In accordance with Section 13 or 15 (d) of the Exchange Act,
the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                   INNOVET, INC.


                                   By:   /S/  Scott P. Cielewich
                                        --------------------------
                                        Scott P. Cielewich,
                                        Executive Vice President
                                        and Chief Financial Officer
                                        (Acting Principal Executive
                                        Officer)
Date: July 24, 1998.


     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

Signature                          Title                   Date
-----------------------  -------------------------     ------------
/S/  Scott P. Cielewich  Executive Vice President,    July 24, 1998
-----------------------  Chief Financial Officer and
Scott P. Cielewich       Director (Principal Financial
                         and (Accounting Officer)


/S/  Roland M. Hendrickson  Chairman of the Board of  July 24, 1998
-------------------------     Directors
Roland M. Hendrickson
<PAGE>
                     FINANCIAL STATEMENTS AND REPORT
                         OF INDEPENDENT CERTIFIED
                             PUBLIC ACCOUNTANTS

                                 INNOVET, INC.

                       December 31, 1997, 1996 and 1995
<PAGE>


                        REPORT OF INDEPENDENT CERTIFIED
                                PUBLIC ACCOUNTANTS


Board of Directors
InnoVet, Inc.

We have audited the accompanying balance sheets of InnoVet, Inc. as
of December 31, 1997, 1996 and 1995, and the related statements of
operations, stockholders' equity and cash flows for the years then
ended.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
InnoVet, Inc. as of December 31, 1997, 1996 and 1995, and the
results of their operations and their cash flows for the years then
ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in Note
B to the financial statements, the Company previously has generated
significant losses from operations and has a large accumulated
deficit.  This raises substantial doubt about the entity's ability
to continue as a going concern.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


Fort Lauderdale, Florida
April 8, 1998
<PAGE>
                               InnoVet, Inc.
                              BALANCE SHEETS
                                December 31,

                                    ASSETS
<TABLE>
<CAPTION>
                               1997             1996              1995
                             -----------     -----------       -----------
<S>                          <C>             <C>                <C>
Current assets
 Cash and cash
    equivalents              $    44,500     $    77,159        $   28,770
 Prepaid expenses and other
  current assets                       -             747                 -
                             -----------     -----------       -----------
  Total current assets            44,500          77,906          
  28,770

Property, plant and equipment,
 at cost less accumulated
 depreciation                         -             646           
   2,163
Other assets                          -              85           
  24,571
                            -----------     -----------       
------------
  Total assets              $    44,500     $    78,637        $  
  55,504
                            ===========     ===========       
============

                                     LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities
  Accounts payable         $    40,670     $     2,670         $    30,279
  Loans from stockholder        65,000               -                   -
  Accrued interest               4,974               -                   -
   Total current           -----------     -----------         -----------
     liabilities               110,644           2,670              30,279

Stockholders' equity
  Common stock, $.001 par value,
  100,000,000 shares authorized;
  18,656,881 shares issued at
  December 31, 1997, 1996 and
  1995                         18,657          18,657              18,657
 Capital in excess of 
  par value                18,856,654      18,856,654          18,856,654
 Capital representing
  stock grants              5,514,990       5,514,990           5,514,990
                          -----------    ------------        ------------
Accumulated deficit       (24,456,445)    (24,314,334)       (24,365,076)
                              (66,144)         75,967              25,225
                         ------------    ------------        ------------
  Total liabilities and
  stockholders' equity    $    44,500     $    78,637         $   55,504
                         ============    ============        ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
                                                 InnoVet, Inc.

                                           STATEMENTS OF OPERATIONS
                                           Years ended December 31,
<TABLE>
<CAPTION>
                                  1997            1996         1995
                                ----------     ----------    -----------
<S>                             <C>            <C>            <C>
Revenues
  Sales                         $        -     $261,713      $345,368
  Other income                           -          214       125,592
  Interest income, net                   -           23         3,058
  Foreign currency transaction gain      -            -         5,873
  Gain on sale of marketable
   securities                            -            -        99,979
                                ----------     ----------    ---------
                                         -      261,950       579,870
Costs and expenses
  Cost of sales                          -      151,800       200,115
  Compensation
    Officers and employees               -            -       137,633
  Consulting                        20,000            -        19,438
  Research and development               -            -        43,456
  Selling, general and
   administrative                  116,591       57,891       371,068
  Depreciation expense                 546        1,517         1,517
  Interest expense                   4,974            -        40,625
                                 ----------     --------     ---------
                                  (142,111)     211,208       813,852
                                 ----------     --------     ---------
    Income (loss) from
    continuing operations
    before income taxes           (142,111)      50,742      (233,982)

Provision for income taxes               -            -             -
                                  ----------    ---------   ----------
    Net income (loss)            $ (142,111)   $  50,742    $(233,982)
                                 ===========   =========    =========
    Net loss per share           $     (.01)   $       -    $   (.01)
                                 ==========    =========    =========
Weighted average shares          18,656,881   18,656,881   18,656,714
                                 ==========   ==========   ==========
</TABLE>





The accompanying notes are an integral part of these statements.

<PAGE>
                            InnoVet, Inc.

                  STATEMENT OF STOCKHOLDERS'EQUITY

            For the three years ended December 31, 1997
<TABLE>
<CAPTION>                                                         
      Total
                               Capital in    Capital                   Stock-
               Common Stock    Excess of   Representing  Accumulated   holders'
            Shares     Amount  Par Value   Stock Grants    Deficit      Equity
          ----------  -------- ----------   ---------- ------------   ---------
<S>       <C>         <C>      <C>          <C>         <C>           <C>
Balance,
January 1,
1995      18,294,881  $18,295  $18,854,156  $5,514,990 $(24,131,094)  $256,347

Capital representing
exercise
of stock
options
(Note F)    360,000      360            -           -            -         360

Capital
representing
stock issued
in exchange
for services
(Note G)     2,000         2       2,498            -            -       2,500

Net loss         -         -           -            -     (233,982)   (233,982)
          --------   -------   ---------    ---------    ----------   ---------
Balance,
December 31,
1995    18,656,881    18,657  18,856,654    5,514,990  (24,365,076)     25,225

Net income       -        -            -            -        50,742     50,742
        ----------    ------  ----------   ----------   -----------   ---------
Balance,
December 31,
1996    18,656,881    18,657  18,856,654    5,514,990  (24,314,334)     75,967

Net loss         -         -           -            -     (142,111)   (142,111)
        ----------    ------  ----------    ---------  ------------   ---------
Balance,
December 31,
1997    18,656,881   $18,657  $18,856,654  $5,514,990  $(24,456,445)  $(66,144)
        ==========   =======  ===========  ==========  =============  =========
</TABLE>


The accompanying notes are an integral part of this statement.

<PAGE>
                                                 InnoVet, Inc.
                                           STATEMENTS OF CASH FLOWS
                                           Years ended December 31,
<TABLE>
<CAPTION>
                                           1997         1996          1995
Cash flows from operating activities:   ----------    ---------    ---------
<S>                                     <C>           <C>          <C>
  Net income (loss)                     $(142,111)    $50,742      $(233,982)
  Adjustments to reconcile net loss to
  net cash used in operating activities:
   Stock issued for services                    -           -          2,500
   Amortization expense                         -       3,521          3,521
   Depreciation expense                       546       1,517          1,517
   Foreign currency transaction gain            -           -         (5,873)
  (Gain)loss on sale of equipment            (400)          -          9,809
  Write-off of patents                          -      20,965              -
  Changes in operating assets and liabilities of:
   Decrease in accounts receivable              -           -          1,029
   Decrease in investments                      -           -        839,583
   Decrease in other receivables                -           -        215,768
   Decrease (increase) in prepaid expenses    747        (747)        11,217
   Decrease in other assets                    85           -         52,590
   Increase (decrease) in accounts payable 38,000     (27,609)      (105,238)
   Increase (decrease) in accrued expenses  4,974           -       (334,414)
   (Decrease) in short-term borrowings          -           -       (704,961)
     Net cash (used for) provided by     --------     -------      ----------
      operating activities                (98,159)     48,389       (246,934)

Cash flows from investing activities:
  Sale of property, plant and equipment      500           -         24,872
  Sale of investments                          -           -         80,000
                                        --------      ------       ---------
   Net cash provided by investing
    activities                               500           -        104,872

Cash flows from financing activities:
  Loans from stockholder                  65,000           -              - 
  Proceeds from exercise of stock options      -           -            360
                                        --------     -------       --------
   Net cash provided by financing
    activities                            65,000           -            360

(Decrease) increase in cash and
 cash equivalents                        (32,659)     48,389       (141,702)

Cash and cash equivalents,
beginning of year                         77,159      28,770        170,472
                                        --------     -------      ---------

Cash and cash equivalents,
end of year                            $ 44,500     $77,159      $  28,770
                                       ========     =======      =========
Supplemental disclosures of cash flow information
  Cash paid during the year:
    Interest                           $      -     $     -      $  41,577
                                       ========     =======      =========
</TABLE>




The accompanying notes are an integral part of these statements.

<PAGE>
                                     InnoVet, Inc.
                            NOTES TO FINANCIAL STATEMENTS

                           December 31, 1997, 1996 and 1995


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

InnoVet was in the specialty animal health care technology
business.  The Company's business consisted of a cleaning product
which removes pet stains and odors from carpeting.

Foreign Currency Translation
----------------------------
The Company received assets and incurred liabilities and expenses
in a foreign currency related to the sale of its UK subsidiary. 
Income statement transactions were translated at the average
exchange rates prevailing during the year.  Adjustments resulting
from this translation process are expensed and included in net
earnings for the period.

Depreciation
------------
Property and equipment are stated at cost.  Depreciation is
calculated over the estimated useful life, from five to seven
years, of related assets using accelerated methods.

Patents
--------
The Company's proprietary process for treating target animals for
specified illnesses was its IVET-629 product, which was the subject
of an issued United States patent.  Legal costs to obtain the
patent on this technology were capitalized as incurred.  Costs
associated with certain clinical trials to obtain USDA approval
were expensed as incurred as research and development.  The Company
was amortizing the patent over 10 years.  Amortization expense
related to this patent was $3,521 in 1996 and 1995.  At the end of
1996, the carrying value of the patent was deemed to have been
impaired and the unamortized amount of $20,965 was written-off and
is included in selling, general and administrative expenses.

Research and Development Expenses
---------------------------------
All research and development costs were charged to expense as
incurred.  During 1995, the Company paid $43,456 for further
research and development.

Net Income (Loss) Per Share
---------------------------
Net income (loss) per common share has been computed based on the
weighted average number of shares outstanding during each period
presented.  The effect of stock options and warrants as common
stock equivalents have not been included in the computation as they
are antidilutive.

Cash and Cash Equivalents
-------------------------
Cash and cash equivalents include repurchase agreements all with
maturities of three months or less when purchased.

Significant Customer
--------------------
During 1996 and 1995, 100%, of the Company's total sales were made
to a significant customer for the pet stain and odor eliminator
product.

Use of Estimates
----------------
The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of revenue and expenses during the reporting
period.  Accordingly, actual results could differ from those
estimates.

NOTE B - GOING CONCERN

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern. 
However, the Company had sustained substantial losses from
operations in recent years and has a significant accumulated
deficit.  Also, the Company has sold off substantially all of its
operating businesses and in 1997, the Company's sole activity was
to find a company to merge with or that will acquire it.  The
Company believes that its public shell can be made attractive if it
is able to meet its reporting requirements under the Exchange Act
and maintain its OTC Bulletin Board listing with the National
Association of Securities Dealers, Inc.


<PAGE>

NOTE C - PROPERTY, PLANT AND EQUIPMENT

         Property, plant, and equipment consist of the following:
<TABLE>
<CAPTION>
                                                 December 31,
                                  ----------------------------------------
<S>                               <C>            <C>             <C>
                                     1997           1996           1995
                                  ---------      ---------     ---------
Furniture and fixtures            $  12,364      $  12,464      $ 12,464
                                  ---------      ---------     ---------
  Less accumulated depreciation
    and amortization                 12,364         11,818        10,301
                                  ---------      ---------     ---------
                                  $       -      $     646      $  2,163
                                  =========      =========     =========
</TABLE>

NOTE D - LOANS FROM STOCKHOLDER

In March 1997, the Company borrowed $65,000 under the terms of a
secured promissory note and security agreement.  The note was due
and payable on or before September 30, 1997 with interest at the
London InterBank Offered Rate ("Libor") plus 4% as of March 17,
1997.  Although the principal and interest on the loan has not been
repaid, repayment has not been demanded.  The Company has the
option to repay the principal and interest by issuing shares of its
common stock to the stockholder pursuant to Regulation S under the
Securities Act at a price of $.0025 per share.  The security
agreement grants a security interest in the Company"s patent
covering the IVET-629 technology and two foreign patent
applications related to the technology.  In addition, the Company
was required to assign its licensing rights in the gender selection
technology and its licensing rights to its pet stains and odor
remover product.  Under the terms of an arrangement agent
agreement, the stockholder was entitled to receive a $5,000
arrangement fee for the loan, as well as $10,000 for expenses,
these amounts are included in accounts payable at December 31,
1997.  Additionally, the stockholder will receive a "breakup fee"
of $25,000 if it introduces the Company to an acquisition or merger
candidate and the Company enters into an agreement with the
candidate but elects not to proceed.  The arrangements fee, out-of-
pocket expenses and any breakup fee can, at the option of the
Company, be paid in shares of its common stock issued pursuant to
Regulation S under the Securities Act at a price of $.0025 per
share.

NOTE E - INCOME TAXES

No tax benefit has been provided for the 1997 and 1995 losses as
there is no carryback benefit available.

At December 31, 1997, the Company had approximately $11,800,000
available in unused net operating loss carryforwards for income tax
purposes which, if not otherwise used, will expire in years 2002
through 2012.  All of these net operating loss carryforward can be
utilized without limitation.  The future tax benefit associated
with these items is approximately $4,400,000 for which a 100%
valuation allowance has been provided, as the realization of these
benefits is not assured.

NOTE F - STOCK OPTION PLANS 

The Company has three stock option plans:  the ("1988 Plan"), the
("1989 Plan") and a Consultants and Independent Contractors Non-
Qualified Stock Option Plan (CIC Plan).  The exercise price of all
options granted by the Company equals or exceeds the market price
at the date of grant.  No compensation expense has been recognized.

The Company accounts for stock options under the intrinsic value
method specified by Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees."  As required by
Statement of Financial Accounting Standards (SFAS) No. 23
"Accounting for Stock Based Compensation," the following table
presents pro forma net income and income per share data.
Had compensation cost for the 1989 Plan options issued to employees
been determined based on the fair value of the options at the grant
dates consistent with the method of SFAS 123, the Company's net
earnings (loss) and earnings (loss) per share would have been
changed to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
                             1997                1996                  1995
Net income(loss)         -----------          ---------           ------------
<S>                      <C>                  <C>                 <C>
  As reported            $ (142,111)          $    742            $  (233,982)
  Pro forma              $ (142,111)          $ 50,742            $  (246,432)

Income (loss) per share
  As reported            $     (.01)          $      -            $      (.01)
  Pro forma              $     (.01)          $      -            $      (.01)
</TABLE>

The fair value of each option grant is estimated on the date of
grant using the binomial option-pricing model with the following
weighted-average assumptions used for grants in 1995:  dividend
yield of 0.0 percent for all years; expected volatility of 412
percent; risk-free interest rate of 7.75 percent; and expected
holding period of 10 years.

The following information applies to options outstanding at
December 31, 1997.
<TABLE>
<CAPTION>
                                   Options Outstanding and Exercisable
                                ----------------------------------------------
                                                                  Weighted -
                                                 Weighted-         Average
   Range of                                       Average        Remaining
Exercise Prices                     Shares     Exercise Price  Contractual Life
---------------                  -----------   --------------  ----------------
<S>                             <C>            <C>              <C>
$.001                             268,093      $   .001        4.62 years
$.37 - $1.00                      250,000          .560        6.18 years
$1.125                            665,000         1.125        6.18 years
$1.25 - $1.75                     849,175         1.517        4.98 years
$1.80 - $2.19                     116,000         2.145        4.95 years
                                ---------
                                2,148,268
                                =========
</TABLE>

The 1988 Plan
-------------
The 1988 Plan covers 1,000,000 shares of common stock and may be
exercised at a price set above or below the fair market value of
the common stock on the date of the grant, as determined by the
Board of Directors.  Options expire ten years from the date of
grant.  The Plan terminates on the date on which options to be
granted have expired or have been exercised in full.

The 1989 Plan
-------------
The 1989 Plan is identical to the 1988 Plan except for limiting the
maximum number of shares which all directors, officers, and key
employees may receive to 800,000, 150,000, and 50,000,
respectively.  The number of shares increased by 1,000,000 per
Board of Directors' Action in 1991, in 1993 and in 1994.  It also
provides that the purchase price for the shares granted shall be
not less than par value or more than the price per share of the
last transaction of the date prior to the day on which the options
are granted.  No compensation was charged to operations in 1996 and
1995 in accordance with APB No. 25.

Consultants and Independent Contractors (CIC) Plan
--------------------------------------------------
The Company has reserved 250,000 shares at an exercise price of
$.001 per share of common stock under a Consultants and Independent
Contractors Non-Qualified Stock Option Plan, which was adopted
during 1989.

Other Options Granted
---------------------
The Company has also granted options to purchase shares of common
stock as consideration primarily to investors in private
transactions or in exchange for services rendered to the Company. 
No compensation was charged to operations in 1997, 1996 or 1995.

Option activity regarding the Company's stock option plans, is as
follows:
<TABLE>
<CAPTION>
                                                      Other
                          1988      1989      CIC     Options
                          Plan      Plan      Plan    Granted           Total
                        -------   --------   ------   -------         ---------
<S>                     <C>       <C>        <C>      <C>             <C>
Shares under option:
Outstanding at
  January 1, 1995       153,000     2,333,468    3,500    387,850   2,877,818
   Granted                    -       352,000        -          -     352,000
   Exercised            153,000       438,700        -          -     591,700
   Canceled                   -             -        -     40,000      40,000
                        -------     ---------    -----    -------   ---------
Outstanding at
  December 31, 1995           -     2,246,768    3,500    347,850   2,598,118
   Granted                    -       105,000        -          -     105,000
   Exercised                  -       207,000        -          -     207,000
   Canceled                   -             -        -    347,850     347,850
                        -------     ---------    -----    -------   ---------
Outstanding at
  December 31, 1996           -     2,144,768    3,500          -   2,148,268
   Granted                    -             -        -          -           -
   Exercised                  -             -        -          -           -
   Cancelled                  -             -        -          -           -
                        -------     ---------    -----    -------   ---------
Outstanding at
  December 31, 1997           -     2,144,768    3,500          -   2,148,268
                        =======     =========    =====    =======   =========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                       December 31,
                                  -------------------------------------------
                                      1997            1996           1995
                                   -----------     -----------    -----------
<S>                                <C>             <C>            <C>
Weighted average exercise price    $      1.13     $      1.13    $      1.00

Option price per share             $.001-$2.19     $ .001-$2.19   $.001-$2.19

Options exercisable                  2,148,268        2,148,268     2,598,118

Price of options exercised                .001             .001             -

</TABLE>

The weighted average fair value of options granted amounted to $-0-
in 1997 and 1996 and $12,450 in 1995.

NOTE G - STOCKHOLDERS'EQUITY

Capital Representing Services Rendered
--------------------------------------
During 1995, the Company granted 2,000 shares with a market value
of $2,500 in exchange for services.

Summary of Warrants
-------------------
As of December 31, 1997 outstanding warrants were as follows:
<TABLE>
<CAPTION>
                          Exercisable    Exercise       Expiration
                             Shares       Price            Date
                          -----------    --------       ----------
<S>                       <C>            <C>            <C>
Services Performed        5,333,332      $ 0.1875        6/28/99

Placement Agents            232,911        3.00          3/26/98
                            506,667        0.1875        6/28/99
                          ---------
                          6,072,910
                          =========
</TABLE>

During 1995, 136,000 warrants expired ranging in a price of $2.0625
to $3.375.

During 1996, 993,234 warrants expired ranging in a price of $1.875
to $2.00.

During 1997, 150,000 warrants expired ranging in a price of $2.00
to $3.50.