<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM 10-K
(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2000.

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the Transition Period From         to        .
                                                             --------  --------

                  Commission file number                      No. 0-11881
                                                     ---------------------------

                          INTERWEST MEDICAL CORPORATION
     ----------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Oklahoma                                            75-1864474
-------------------------------                      --------------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification No.)

3221 Hulen Street, Suite C
Fort Worth, Texas                                                  76107-6193
------------------------------------------                     -----------------

(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code: (817)731-2743
                                                    -------------

Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

                  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 (or for such shorter period
that 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 by check mark if disclosure of delinquent filers pursuant o
Item 405 of Regulation S-K is not contained herein,



                                       1
<PAGE>   2


and will not 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-K or any amendment to this Form 10-K.


----------

         As of December 31, 2000, the aggregate market value of the 9,635,111
shares of voting Common Stock held by non-affiliates of the Company was
approximately $1,445,267 based on the average bid and asked price on that date.


APPLICABLE ONLY TO CORPORATE REGISTRANTS


         Indicate the number of shares outstanding of each of registrant's
classes of Common Stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                                                     Shares Outstanding
               Class                                as of March 30, 2001
         -----------------                          --------------------
<S>                                                 <C>
         Common Stock,                                  15,930,111
         $0.001 Par Value
</TABLE>


                       DOCUMENTS INCORPORATED BY REFERENCE

(a)      Prospectus dated June 6, 1983 -- incorporated by reference in Part I.

(b)      Exhibits to the Registration Statement No. 2-82655 on Form S-18 --
         Part IV.

(c)      Form 8-K, dated July 2, 1990.


                                       2
<PAGE>   3


                                    FORM 10-K

                          INTERWEST MEDICAL CORPORATION

                                     PART I

Item 1.  Business.

         InterWest Medical Corporation (the "Company") was incorporated under
the laws of the State of Oklahoma on March 3, 1983. The principal office and
place of business of the Company is located at Suite C, 3221 Hulen Street, Fort
Worth, Texas 76107-6193. Its telephone number if (817) 731-2743.

         The Company was organized to engage in the business of developing,
operating and owning surgery centers itself and in association with others. The
Company did not, however, develop any surgery centers.

         In April 1984, the Company commenced efforts to develop nursing homes
in an effort to diversify its efforts. The Company built and sold to an
unrelated purchaser a 187-bed skilled nursing home in Vista, California. The
Company presently owns and operates a 156-bed skilled nursing home in Colton,
California. The Company does not at this time have any plans to develop other
nursing homes.

         The Company's business is extremely competitive in all phases. Many of
its competitors, both public and private, possess and employ financial and
personnel resources substantially greater than those which are currently
available to the Company.

Item 2.  Properties.

         The Company owns and operates a 156-bed skilled nursing home located on
a nine-acre parcel of land in Colton, California. At December 31, 2000, the
Company had an undepreciated cost of $5,364,959 in such facility, including
equipment and furniture. In 2000, the Company had a net loss of ($2,512,242).

Item 3.  Legal Proceedings.

         In the opinion of management, all litigation pertaining to the
operations is considered to be ordinary routine litigation incidental to its
business and that the disposition of all outstanding legal actions will not have
a material adverse effect on the Company.

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

         No matters were submitted to a vote of security holders during the
fourth quarter of 2000, except for the election of directors at the annual
meeting of shareholders.


                                       3
<PAGE>   4


                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholders Matters.

                  The Company's Common Stock is traded in the national
over-the-counter market and is listed in the pink sheets. The high and low bid
prices quoted for each quarter in the past two calendar years were as follows:

<TABLE>
<CAPTION>
         Period                     Low Bid                   High Bid
         ------                     -------                   --------
<S>                                 <C>                       <C>
         1st Quarter, 1999          $0.1500                   $0.2200
         2nd Quarter, 1999          $0.1870                   $0.3700
         3rd Quarter, 1999          $0.1400                   $0.1900
         4th Quarter, 1999          $0.1400                   $0.2200

         1st Quarter, 2000          $0.1400                   $0.2200
         2nd Quarter, 2000          $0.1400                   $0.2000
         3rd Quarter, 2000          $0.1300                   $0.1800
         4th Quarter, 2000          $0.1200                   $0.1600
</TABLE>


         As of March 14, 2000, the approximate number of holders of Common Stock
was 1,835. No cash dividends had been paid as of December 31, 2000, and the
Company does not currently anticipate paying cash dividends in the foreseeable
future.

Item 6.  Selected Financial Data.

The following table sets forth certain summary financial information concerning
the Company.

<TABLE>
<CAPTION>
                         2000            1999           1998           1997           1996
                     ------------    ------------   ------------   ------------   ------------
<S>                  <C>             <C>            <C>            <C>            <C>
Operating
   Revenues          $ 12,391,483    $ 11,295,408   $ 11,316,121   $ 10,123,168   $  9,283,774

Net income
   (loss)              (2,512,242)      1,657,032      1,305,551        609,112        (49,282)

Total Assets            9,966,256      13,247,657     10,137,541      9,522,248      8,333,614

Long-term
   debt                 4,388,104       4,435,560      4,558,274      4,530,234      4,545,653

Earnings
   per common
   share                    (0.16)           0.11           0.08           0.04           0.00

Cash
   dividends
   declared                  0.00            0.00           0.00           0.00           0.00
</TABLE>


                                       4
<PAGE>   5


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

         (a) Liquidity and Capital Resources:

         During the year 1998, the Company's cash decreased from $1,458,281 at
the beginning of the period to $460,329 at the end of the period. Accordingly,
there was a net decrease in cash of ($997,952). This was attributable to the
purchase of Treasury stock and an increase in net cash used in investing
activities. During 1998, the Company purchased as treasury shares a total of
2,624,300 shares of its stock at an aggregate purchase price of $488,159.

         During the year 1999, the Company's cash increased from $460,329 at the
beginning of the year to $947,420 at the end of the year. Accordingly, there was
an increase in cash of $487,091. This increase was caused by net cash provided
by investing activities.

         During the year 2000, the Company's cash decreased from $947,420 to
$885,513. Accordingly, there was a decrease in cash of $61,907. Additionally,
the Company's trading assets decreased from $5,667,540 to $1,379,138, or a
decrease of $4,288,402. These decreases were the result of losses incurred in
investment trading activities.

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

         In the Company's view, its short-term liquidity and short-term capital
resources will be sufficient to cover its cash needs up to 12 months into the
future. The Company does not presently anticipate material capital expenditures.
The Company does not have any significant balloon payments. The Company's
long-term debt consists of a mortgage loan bearing interest at the rate of
7 3/8% and is payable in monthly installments of $30,778. It is anticipated that
these payments will be made from revenues received by the operation of the
Company's nursing home.

         (b) Results of Operations:

         Operating profit for 1998, was $1,060,147, as compared to an operating
profit of $987,934 for 1997. The increase in profit was attributable to larger
revenues from the Company's long-term care facility. Net income was $1,305,551
in 1998, as compared to net income of $609,112 in 1997.

         Operating profit for 1999 was $704,399, as compared to operating profit
of $1,060,147 for 1998. The decrease in operating income was attributable to an
increase in costs of administrative services and other costs. Net income in 1999
was


                                       5
<PAGE>   6


$1,657,032, as compared to $1,305,551 in 1998. The increase was attributable to
an increase in Other Income.

         Operating profit for 2000 was $564,770, as compared to operating profit
of $704,399 for 1999. Comprehensive income decreased from $2,153,584 for 1999 to
($2,512,242) for the year 2000. The decrease was the result of investment
trading losses.

         (c) Effects of Inflation:

         The Company is of the view that inflation did not affect its operations
in 2000 and should not in 2001.

Item 8.  Financial Statements and Supplementary Data.

<TABLE>
<CAPTION>
                                                           Page No.
                                                           -------
<S>                                                        <C>
Independent Auditor's Report                                 F-1

Consolidated Balance Sheets
December 31, 2000 and 1999                                   F-2

Consolidated Statements of
Operations and Comprehensive
Income for the Years Ended
December 31, 2000, 1999 and 1998                             F-4

Consolidated Statements of
Stockholders' Equity for Years Ended
December 31, 2000, 1999 and 1998                             F-5

Consolidated Statements of
Cash Flows for the Years
Ended December 2000, 1999 and 1998                           F-6

Notes to Consolidated
Financial Statements                                         F-8

Schedule II - Valuation
and Qualifying Accounts                                      F-17
</TABLE>


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         There have been no disagreements with accountants on any matter of
accounting principles or practices or financial statement disclosures during the
twenty-four (24) month period ended December 31, 2000.


                                       6
<PAGE>   7


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
InterWest Medical Corporation

We have audited the accompanying consolidated balance sheets of InterWest
Medical Corporation and subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations and comprehensive income,
stockholders' equity and cash flows for each of the years in the three year
period ended December 31, 2000. Our audits also included the financial statement
schedule II for each of the years in the three year period ended December 31,
2000. These consolidated financial statements and the financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated financial statements and the
financial statement schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of InterWest Medical
Corporation and subsidiaries as of December 31, 2000 and 1999, and the
consolidated results of their operations and their cash flows for each of the
years in the three year period ended December 31, 2000 in conformity with
accounting principles generally accepted in the United States of America. Also,
in our opinion, the financial statement schedule II when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.



WEAVER AND TIDWELL, L.L.P.
Fort Worth, Texas
March 5, 2001

3569


                                      F-1
<PAGE>   8



                                                                        (1 of 2)

                          INTERWEST MEDICAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999



<TABLE>
<CAPTION>
                                                                   2000           1999
                                                               ------------   ------------
<S>                                                            <C>            <C>
                                 ASSETS

CURRENT ASSETS
      Cash, including interest bearing accounts,
         2000 $828,677; 1999 $860,807                          $    885,513   $    947,420
      Accounts receivable - trade, net of allowance for
         doubtful accounts, 2000 $52,932; 1999 $71,688            2,485,753      2,436,376
      Income tax receivable                                         898,736             --
      Investments - trading                                       1,379,138      5,667,540
      Prepaid expenses and other receivables                         85,095         65,006
      Deferred tax asset                                            305,077             --
                                                               ------------   ------------

             Total current assets                                 6,039,312      9,116,342


PROPERTY AND EQUIPMENT, at cost
      Land                                                          294,354        294,354
      Buildings and improvements                                  3,958,924      3,958,924
      Equipment and furniture                                     1,111,681      1,040,724
      Oil and gas properties
         (successful efforts method of accounting)                  166,949        414,150
                                                               ------------   ------------

                                                                  5,531,908      5,708,152
      Less accumulated depreciation and depletion                 2,038,847      2,009,519
                                                               ------------   ------------

                                                                  3,493,061      3,698,633
OTHER ASSETS
      Cash escrow accounts                                           59,213         45,337
      Deferred financing costs, net                                 374,670        387,345
                                                               ------------   ------------

                                                                    433,883        432,682
                                                               ------------   ------------

TOTAL ASSETS                                                   $  9,966,256   $ 13,247,657
                                                               ============   ============
</TABLE>


The Notes to Consolidated Financial Statements
  are an integral part of these statements.


                                      F-2
<PAGE>   9


                                                                        (2 of 2)
                          INTERWEST MEDICAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999



<TABLE>
<CAPTION>
                                                                         2000            1999
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Current maturities of long-term debt                            $     43,938    $    123,544
     Accounts payable                                                   1,561,384       1,368,813
     Accrued salaries                                                     655,499         672,640
     Income taxes payable                                                      --         705,715
     Deferred tax liability - current                                          --          70,540
                                                                     ------------    ------------

             Total current liabilities                                  2,260,821       2,941,252


DEFERRED TAX LIABILITY                                                     95,550         106,257


LONG-TERM DEBT                                                          4,388,104       4,435,560


STOCKHOLDERS' EQUITY
     Common stock, par value $0.001,
         authorized 50,000,000 shares;
         issued 22,000,000 shares                                          22,000          22,000
     Additional paid-in capital                                         5,096,745       5,096,745
     Retained earnings (deficit)                                         (846,975)      1,665,267
                                                                     ------------    ------------

                                                                        4,271,770       6,784,012
         Less cost of shares held in the treasury,
             2000 - 6,069,889 shares; 1999 - 5,816,139 shares             889,989         859,424
         Notes receivable - officer                                       160,000         160,000
                                                                     ------------    ------------

                                                                        3,221,781       5,764,588
                                                                     ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $  9,966,256    $ 13,247,657
                                                                     ============    ============
</TABLE>


The Notes to Consolidated Financial Statements
  are an integral part of these statements.


                                      F-3

<PAGE>   10


                          INTERWEST MEDICAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



<TABLE>
<CAPTION>
                                                         2000            1999            1998
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
REVENUES
     Patient service revenue                         $ 12,241,496    $ 11,174,046    $ 11,085,259
     Other revenue                                        149,987         121,362         230,862
                                                     ------------    ------------    ------------

            Total revenue                              12,391,483      11,295,408      11,316,121

COSTS AND EXPENSES
     Professional care of patients                      7,038,613       6,159,646       6,069,402
     General services                                   2,449,933       2,154,722       2,008,394
     Administrative services                            1,996,709       1,923,349       1,776,102
     Other costs                                           70,226          85,593         148,505
     Depreciation, depletion and amortization             271,232         267,699         253,571
                                                     ------------    ------------    ------------

                                                          564,770         704,399       1,060,147

OTHER INCOME (EXPENSES)
     Gain (loss) on sale of securities                 (3,662,353)      2,192,307         603,753
     Interest income                                       90,579          73,239          37,696
     Interest expense                                    (500,601)       (408,304)       (344,202)
                                                     ------------    ------------    ------------

            Income (loss)
                before taxes on income                 (3,507,605)      2,561,641       1,357,394

Provision (benefit) for income taxes                     (995,363)        904,609          51,843
                                                     ------------    ------------    ------------

            Net income (loss)                          (2,512,242)      1,657,032       1,305,551

Other comprehensive income, net of tax
     Unrealized holding gains on securities                    --         851,352         220,038
     Reclassification adjustment for
        gains included in net income                           --        (354,800)       (569,400)
                                                     ------------    ------------    ------------

            Comprehensive income (loss)              $ (2,512,242)   $  2,153,584    $    956,189
                                                     ============    ============    ============

Weighted averages shares outstanding                   16,192,803      15,689,508      16,205,378
                                                     ============    ============    ============

Earnings per common share -
     basic and diluted                               $      (0.16)   $       0.11    $       0.08
                                                     ============    ============    ============
</TABLE>


The Notes to Consolidated Financial Statements
  are an integral part of these statements.


                                      F-4

<PAGE>   11


                          INTERWEST MEDICAL CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



<TABLE>
<CAPTION>
                                                                                         Accumulated
                                                                                            Other
                                                                                        Comprehensive
                                                                                            Income
                                                                                          (Unrealized
                                                                                            Holding
                                                                                         Gains/Losses
                                      Common Stock                                       on Securities
                               -------------------------   Additional     Retained        Available
                                Number of        Par        Paid-in       Earnings         for Sale)       Treasury
                                  Shares        Value        Capital      (Deficit)       Net of Tax         Stock
                               -----------   -----------   -----------   -----------    --------------    -----------
<S>                            <C>           <C>           <C>           <C>            <C>               <C>
BALANCE,
   December 31, 1997            20,000,000   $    20,000   $ 4,798,745   $(1,297,316)   $     (147,190)   $  (369,095)
     Net income                         --            --            --     1,305,551                --             --
     Purchase of
       2,624,300 shares
       of common stock                  --            --            --            --                --       (488,159)
     Other compre-
       hensive income                   --            --            --            --          (349,362)            --
                               -----------   -----------   -----------   -----------    --------------    -----------

BALANCE,
   December 31, 1998            20,000,000        20,000     4,798,745         8,235          (496,552)      (857,254)
     Net income                         --            --            --     1,657,032                --             --
     Issuance of
       common stock              2,000,000         2,000       298,000            --                --             --
     Purchase of
       11,800 shares
       of common stock                  --            --            --            --                --         (2,170)
     Other compre-
       hensive income                   --            --            --            --           496,552             --
                               -----------   -----------   -----------   -----------    --------------    -----------

BALANCE,
   December 31, 1999            22,000,000        22,000     5,096,745     1,665,267                --       (859,424)
     Net loss                           --            --            --    (2,512,242)               --             --
     Purchase of
       253,750 shares
       of common stock                  --            --            --            --                --        (30,565)
                               -----------   -----------   -----------   -----------    --------------    -----------

BALANCE,
   December 31, 2000            22,000,000   $    22,000   $ 5,096,745   $  (846,975)   $           --    $  (889,989)
                               ===========   ===========   ===========   ===========    ==============    ===========
</TABLE>


The Notes to Consolidated Financial Statements
  are an integral part of these statements.


                                      F-5

<PAGE>   12


                          INTERWEST MEDICAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998



<TABLE>
<CAPTION>
                                                              2000            1999            1998
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES
        Cash received from customers/patients             $ 12,300,318    $ 10,944,141    $ 11,332,989
        Interest received                                       90,579          66,039          37,696
        Cash paid to suppliers and employees               (11,367,724)    (10,018,761)     (9,846,913)
        Investments - net                                      626,049      (4,708,588)             --
        Interest paid                                         (500,601)       (408,304)       (344,202)
        Income taxes paid                                   (1,000,000)        (65,000)         (8,940)
                                                          ------------    ------------    ------------

            Net cash provided by
               (used in) operating activities                  148,621      (4,190,473)      1,170,630

CASH FLOWS FROM
     INVESTING ACTIVITIES
        Purchase of property and equipment                    (123,025)       (264,432)       (597,487)
        Proceeds from sale of assets                            84,000       9,682,051       3,849,990
        Purchase of investments                                     --      (4,604,569)     (4,905,289)
        Mortgage escrow deposits, net                          (13,876)        (13,624)        (14,420)
                                                          ------------    ------------    ------------

            Net cash provided by
               (used in) investing activities                  (52,901)      4,799,426      (1,667,206)

CASH FLOWS FROM
     FINANCING ACTIVITIES
        Financing costs paid                                        --              --        (146,361)
        Loan proceeds                                               --              --         168,000
        Payments on debt                                      (127,062)       (119,692)        (34,856)
        Purchase of treasury stock                             (30,565)         (2,170)       (488,159)
                                                          ------------    ------------    ------------

            Net cash used in financing activities             (157,627)       (121,862)       (501,376)
                                                          ------------    ------------    ------------

            Net increase (decrease) in cash                    (61,907)        487,091        (997,952)

CASH, beginning of period                                      947,420         460,329       1,458,281
                                                          ------------    ------------    ------------

CASH, end of period                                       $    885,513    $    947,420    $    460,329
                                                          ============    ============    ============
</TABLE>


The Notes to Consolidated Financial Statements
  are an integral part of these statements.


                                      F-6

<PAGE>   13


                          INTERWEST MEDICAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                                   (CONTINUED)



<TABLE>
<CAPTION>
                                                            2000            1999            1998
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
RECONCILIATION OF NET INCOME
     (LOSS) TO NET CASH PROVIDED BY
     (USED IN) OPERATING ACTIVITIES

     Net income (loss)                                  ($ 2,512,242)   $  1,657,032    $  1,305,551

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

        (Gain) loss on sale of securities                  3,662,353      (2,192,307)       (603,753)
        Other gains                                          (41,788)             --              --
        Depreciation and amortization                        271,232         267,699         253,571
        Abandonments                                          27,828           4,056          86,835
        Stock issuance for compensation                           --         140,000              --
        Deferred taxes                                      (386,324)        149,692              --
        Changes in assets and liabilities
            Accounts receivable                              (49,377)       (328,061)        116,868
            Prepaid expenses
               and other receivables                         (20,089)         58,407         (56,135)
            Trading securities, net of transfer              626,049      (4,708,588)             --
            Real estate development costs                         --              --          26,469
            Accounts payable                                 192,571         108,334          64,082
            Accrued liabilities                              (17,141)        (36,654)        (65,761)
            Income taxes payable (receivable)             (1,604,451)        689,917          42,903
                                                        ------------    ------------    ------------

            Net cash provided by
               (used in) operating activities           $    148,621    ($ 4,190,473)   $  1,170,630
                                                        ============    ============    ============
</TABLE>


NON-CASH INVESTING
  AND FINANCING ACTIVITIES
         In April 1999, the Company issued 2,000,000 shares of common stock to
         an officer for a note receivable of $160,000. The note bears interest
         at 6% annually, principal is due at maturity, April 1, 2004. Interest
         accrued on the note was $9,600 and $7,200 in 2000 and 1999,
         respectively.


The Notes to Consolidated Financial Statements
  are an integral part of these statements.


                                      F-7

<PAGE>   14


                          INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES

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

    BASIS OF PRESENTATION

       The consolidated financial statements include the accounts of InterWest
       Medical Corporation and its wholly-owned subsidiaries. All significant
       intercompany transactions and balances have been eliminated.

    RECLASSIFICATIONS

       Certain reclassifications have been made to 1999 and 1998 captions to
       conform to the 2000 presentation.

    DEPRECIATION

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

<TABLE>
<S>                                                                    <C>
          Buildings and improvements                                   31 years
          Equipment and furniture                                       7 years
</TABLE>

     INVESTMENTS IN SECURITIES

         The Company's investments in securities are classified as follows:

              TRADING SECURITIES - Investments in debt and equity securities
              held principally for resale in the near term are classified as
              trading securities and recorded at their fair values. Unrealized
              gains and losses on trading securities are included in other
              income.

              SECURITIES TO BE HELD TO MATURITY - Debt securities for which the
              Company has the positive intent and ability to hold to maturity
              are reported at cost, adjusted for amortization of premiums and
              accretion of discounts which are recognized in interest income
              using the interest method over the period to maturity.


                                      F-8
<PAGE>   15


                          INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

     INVESTMENTS IN SECURITIES - CONTINUED

              SECURITIES AVAILABLE FOR SALE - Securities available for sale
              consist of its debt and equity securities not classified as
              trading securities nor as securities to be held to maturity. All
              of the Company's investments in securities are classified as
              available for sale.

         Unrealized holding gains and losses on securities available for sale
         are reported as a net amount in accumulated other comprehensive income
         in stockholders' equity until realized.

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

         Prior to October 1, 2000, the Company classified all investment
         securities as available for sale. Effective October 1, 2000, all
         investment securities were transferred to the trading category.

    OIL AND GAS PROPERTY AND EQUIPMENT

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

    USE OF ESTIMATES

       The preparation of financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and disclosure of


                                      F-9
<PAGE>   16


                          INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

    USE OF ESTIMATES - CONTINUED

       contingent assets and liabilities at the date of the financial statements
       and the reported amounts of revenues and expenses during the reporting
       period. Actual results could differ from these estimates.

    FINANCIAL INSTRUMENTS

       Financial instruments of the Company consist of cash, accounts
       receivable, investments and debt. Recorded values of cash and accounts
       receivable approximate fair values due to the short maturities of the
       instruments. For information on the fair value of investments, see Note
       2. The fair value of debt is estimated as its carrying value at December
       31, 2000 and 1999, based upon current interest rates of similar debt
       which approximates the Company's mortgage interest rate.

    REVENUE

       The Company operates an acute care facility in Colton, California.

       Patient service revenue is reported at the estimated net realizable
       amounts from patients, third-party payers, and others for service
       rendered. The Company derives a significant portion of its revenues from
       third party payers (health maintenance organizations, Medicare and
       Medi-Cal). Approximately 50% of 2000 revenue was derived from a contract
       with one health maintenance organization.

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

    INCOME TAXES

       The Company provides for deferred taxes resulting from temporary
       differences between the basis of assets and liabilities for financial and
       tax reporting purposes. Such differences result principally from the use
       of the direct write-off method for bad debts for tax reporting purposes
       and unrealized losses on investment securities.


                                      F-10
<PAGE>   17


                          INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.   SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

    EARNINGS PER COMMON SHARE

       Basic earnings per common share was computed based on the weighted
       average number of common shares outstanding for the period. The Company
       had no potential common shares outstanding in 1998. In 1999, the effect
       of dilutive common shares was immaterial. Dilutive earnings per share
       have not been presented for 2000 since the inclusion of potential common
       stock would be antidilutive.

    CASH FLOWS PRESENTATION

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

    AMORTIZATION

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

    CREDIT RISK

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

    STOCK-BASED COMPENSATION

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

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


                                      F-11
<PAGE>   18


                          INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2.   INVESTMENT SECURITIES

    Investment securities consist entirely of equity securities.

    The Company had no sale of securities classified as available for sale in
    1998. Realized sales of available for sale securities in 1999 are
    summarized as follows:

<TABLE>
<S>                                                          <C>
       Proceeds from sale                                    $9,682,051
       Gross realized gains                                   1,103,775
       Gross realized losses                                   (566,200)
</TABLE>

    Included in gain (loss) on sale of investments for 2000 is $488,228 of
    unrealized loss on trading securities still held at December 31, 2000.
    Included in gain (loss) on sale of investments for 1999 is $279,158 of
    unrealized gain on trading securities still held at December 31, 1999.
    Effective October 1, 1999, the Company's investment securities, previously
    classified as available for sale were transferred to the trading category.
    Unrealized losses at that date of $223,376 have been recognized in the
    accompanying 1999 financial statements.


NOTE 3.   CAPITAL STOCK

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

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

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

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


                                      F-12
<PAGE>   19
                         INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3.   CAPITAL STOCK - CONTINUED

    No options were issued in 1998. A summary of the status of the Company's
    stock options for 2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                        2000                 1999
                                                      Weighted             Weighted
                                                      Average               Average
                                            Shares    Exercise   Shares    Exercise
                                            (000)      Price     (000)      Price
                                           -------   ---------  -------   --------
<S>                                        <C>       <C>        <C>        <C>
Outstanding, beginning                      1,500      $ .15        --      $  --
     Granted                                   --         --     1,500        .15
     Exercised                                 --         --        --         --
     Forfeited                                 --         --        --         --
                                            -----      -----     -----      -----

Outstanding, ending                         1,500      $ .15     1,500      $ .15
                                            =====      =====     =====      =====

Options exercisable
     at year end                            1,500      $ .15     1,500      $ .15
                                            =====      =====     =====      =====

Weighted average fair
     value of options
     granted during the year                           $  --                $ .13
                                                       =====                =====
</TABLE>

    At December 31, 2000, the 1,500,000 options have an exercise price of $0.15
    per share and a weighted average remaining contractual life of 8.25 years.

    Had compensation cost for the Company's stock options been determined based
    on the fair value at the grant date, the Company's net income and income per
    share for 1999 would have been $1,528,332 and $0.10, respectively.

    Compensation cost under the fair value method was estimated using the
    Black-Scholes model with the following assumptions: dividend yield of 0%;
    expected life of 5 years; expected volatility of 138.25% and a risk-free
    interest rate of 6.0%.

NOTE 4.   RELATED PARTY TRANSACTIONS

    During the years ended December 31, 2000, 1999 and 1998, Arch B. Gilbert, a
    Professional Corporation, whose sole stockholder is president of the
    Company, was paid $330,000, $141,700 and $61,000, respectively, for legal
    services rendered.


                                      F-13
<PAGE>   20
                         INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.   RELATED PARTY TRANSACTIONS - CONTINUED

    During the years ended December 31, 2000, 1999 and 1998, the above
    corporation was reimbursed $35,352, $35,352 and $29,400, respectively, for
    expenses incurred on behalf of the Company.

    During 2000, the wife of the Company's president performed consulting
    services for the Company for which she received total cash compensation of
    $36,000.

NOTE 5.   FEDERAL INCOME TAXES

    The Company's tax provision (benefit) for 2000, 1999 and 1998 consists of
    the following:

<TABLE>
<CAPTION>
                                               2000         1999         1998
                                             ---------    ---------   ---------
<S>                                          <C>          <C>         <C>
Current payable (receivable)                 ($609,039)   $ 754,917   $  51,843
Deferred taxes                                (386,324)     149,692     411,332
Re-evaluation of valuation allowance
    on beginning temporary differences              --           --    (411,332)
                                             ---------    ---------   ---------

                                             ($995,363)   $ 904,609   $  51,843
                                             =========    =========   =========
</TABLE>

The 2000, 1999 and 1998 tax provision (benefit) differs from the amount
calculated by applying statutory tax rates to pre-tax income as follows:

<TABLE>
<CAPTION>
                                            2000           1999          1998
                                         -----------    -----------   -----------
<S>                                      <C>            <C>           <C>
Tax at statutory rates                   ($1,192,586)   $   870,958   $   461,514
Re-evaluation of valuation allowance
    on beginning temporary differences            --             --      (411,332)
Valuation allowance on
    ending temporary differences             222,249             --            --
Other                                        (25,026)        33,651         1,661
                                         -----------    -----------   -----------

                                         ($  995,363)   $   904,609   $    51,843
                                         ===========    ===========   ===========
</TABLE>

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


                                      F-14
<PAGE>   21
                         INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5.   FEDERAL INCOME TAXES - CONTINUED

    The tax effects of temporary differences at December 31, 2000 and 1999 that
    give rise to significant portions of deferred tax assets and deferred tax
    liabilities are as follows:

<TABLE>
<CAPTION>
                                                     2000         1999
                                                  ---------    ---------
<S>                                               <C>          <C>
Deferred tax assets
    Unrealized loss on marketable securities      $ 165,998    $      --
    Expenses deduction in future periods             17,997       24,374
    Capital loss carryforward                       343,331           --
                                                  ---------    ---------

                                                    527,326       24,374
Deferred tax liabilities
    Depreciation and depletion                      (95,550)    (106,257)
    Unrealized gain on marketable securities             --      (94,914)
Valuation allowance                                (222,249)          --
                                                  ---------    ---------

    Total deferred tax asset (liabilities), net   $ 209,527    ($176,797)
                                                  =========    =========
</TABLE>

    During 2000, the valuation allowance increased $222,249. The valuation
    allowance decreased $157,527 in 1999.

    The Company has a capital loss carryforward of approximately $1,000,000
    expiring in 2005.

NOTE 6.   LONG-TERM DEBT

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

<TABLE>
<CAPTION>
                                                                           2000         1999
                                                                        ----------   ----------
<S>                                                                     <C>          <C>
Unsecured note payable to a bank with interest at 10%, due in monthly
installments of $9,244 beginning March 1999 until paid
in full, retired                                                        $       --   $   86,238

Mortgage loan for financing of a nursing home constructed  in
Colton, California. The mortgage loan bears interest at
7.375%, is due in monthly installments of $30,778 (principal
and interest), matures in June, 2030 and is secured by real
estate                                                                   4,432,042    4,472,866
                                                                        ----------   ----------

                                                                         4,432,042    4,559,104
Less current maturities                                                     43,938      123,544
                                                                        ----------   ----------

                                                                        $4,388,104   $4,435,560
                                                                        ==========   ==========
</TABLE>


                                      F-15
<PAGE>   22
                         INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 6.   LONG-TERM DEBT - CONTINUED

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

<TABLE>
<S>                     <C>
       2001          $   43,938
       2002              47,290
       2003              50,898
       2004              54,782
       2005              58,961
       Thereafter     4,176,173
</TABLE>

NOTE 7.   CONTINGENCIES

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

NOTE 8   EMPLOYEES RETIREMENT PLAN

   The Company has a retirement plan, established in 1998, covering
   substantially all of its employees. Contributions to the plan in 2000, 1999
   and 1998 totaled $53,579, $32,279 and $37,515, respectively.


                                      F-16
<PAGE>   23
                         INTERWEST MEDICAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          INTERWEST MEDICAL CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>
       Column A                      Column B             Column C        Column E       Column F
-----------------------             ----------      -------------------  ----------   -------------
                                                         Additions
                                                    -------------------
                                                    Charged
                                    Balance at      to Costs   Charged
                                    Beginning         and      to Other                 Balance at
                                    of Period       Expenses   Accounts  Deductions   End of Period
                                    ----------      --------   --------  ----------   -------------
<S>                                <C>              <C>        <C>       <C>         <C>
Allowance for
doubtful accounts

   Year ended
      December 31, 1998             $ 54,844        $ 30,063   $    --   $ 26,412      $ 58,495
                                    ========        ========   =======   ========      ========

   Year ended
      December 31, 1999             $ 58,495        $128,924   $    --   $115,731      $ 71,688
                                    ========        ========   =======   ========      ========

   Year ended
      December 31, 2000             $ 71,688        $  9,696   $    --   $ 24,480      $ 52,932
                                    ========        ========   =======   ========      ========
</TABLE>


                                      F-17
<PAGE>   24

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         (a)      Identification of Directors:

         The directors of the Company are elected annually to serve until the
next Annual Meeting and until their successors are elected and qualified.


<TABLE>
<CAPTION>
                                      Year First Became
                                         a Director of
Name                 Age                   Company                Position
----                 ---              ------------------          --------
<S>                  <C>              <C>                        <C>
Arch B. Gilbert      67                     1983 (1)              President,
                                                                  Secretary,
                                                                  Treasurer &
                                                                  Director
</TABLE>

                            (1) Date of incorporation

                    (b) Identification of Executive Officers:

<TABLE>
<CAPTION>
Name                               Position                  Age
----                               --------                  ---
<S>                               <C>                        <C>
Arch B. Gilbert                    President,                 67
                                   Secretary,
                                   Treasurer
</TABLE>

Officers serve at the discretion of the Board of Directors.

         Arch B. Gilbert received his B.A. and his LL.B. degrees from the
University of Oklahoma in 1955 and 1957 respectively. He also his received his
LL.M. degree from Southern Methodist University in 1963. Since August 1, 1979,
Mr. Gilbert has been a member of the law firm of Arch B. Gilbert, A Professional
Corporation. From February 1, 1962 to August 1, 1979, Mr. Gilbert was a member
of the law firm of Brooks, Tarlton, Gilbert, Douglas & Kressler, Fort Worth,
Texas.

         There is no family relationship between any director or executive
officer of the Company.

         No personal meetings of the directors took place in 1999. All
resolutions of the directors were taken by written consent.

         (c)      Compliance with Section 16(a) of The Exchange Act.

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than 10% of the
Company's outstanding Common Stock to file with the Securities and Exchange
Commission reports of changes in ownership of the Common Stock of the Company
held by such persons. Officers, directors and greater than 10%


                                        7
<PAGE>   25

shareholders are also required to furnish the Company with copies of all forms
they file under this regulation. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company, during the two
fiscal years ended December 31, 1999, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% shareholders were
complied with.

Item 11. Executive Compensation.

         During the fiscal year ended December 31, 2000, Arch B. Gilbert did not
receive any direct remuneration.

         All executive officers as a group (1 person) received cash remuneration
in fiscal year 2000 of $0. This does not include legal fees paid to the law firm
of the President of reimbursement of expenses paid to it. See Item 13. Directors
do not receive any compensation for their services as directors.

The Company has established an Incentive Stock Option Plan (the "Plan") which
reserved 1,500,000 shares of Common Stock for the exercise of options which may
be granted to directors, officers, employees and others. Mr. Gilbert was granted
an option to purchase 1,500,000 shares of stock at $.15 per share on April 1,
1999. The option is for a period of 10 years.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

                  (a) The following table sets forth, as of March 23, 2001,
certain information regarding all persons known to the Company to be the
beneficial owners (as determined in accordance with the Rules under the
Securities Exchange Act of 1934) of more than 5% of the Company's Common Stock:

<TABLE>
<CAPTION>
Name and Address                               Shares
      of                                    Beneficially
Beneficial Owner                                Owned                  Percent
----------------                            -------------              -------
<S>                                         <C>                        <C>
Arch B. Gilbert                             6,295,000 (1)               38.9%
3221 Hulen Street
Suite C
Fort Worth, Texas  76107
</TABLE>


         (1) Includes 100,000 shares owned by Arch B. Gilbert, A Professional
         Corporation. Includes 6,000 shares owned by Jo Anne Gilbert, Mr.
         Gilbert's wife. Does not include shares owned by Shannon Gilbert Moten
         or Devon Vrana, Mr. Gilbert's adult daughters, which beneficial
         ownership Mr. Gilbert disclaims. Does not include options to purchase
         1,500,000 shares.


                                       8
<PAGE>   26

         (b) The following table sets forth as of March 23, 2001 certain
information concerning shares beneficially owned by all directors and all
directors and officers of the registrant as a group:

<TABLE>
<CAPTION>
                                                              Amount and
                                      Name of                 Nature of
                                    Beneficial                Beneficial        Percent
Title of Class                        Owner                   Ownership         of Class
--------------                      ----------                ---------         --------
<S>                                <C>                       <C>                <C>
Common Stock                       Arch B. Gilbert            6,295,000           38.9%

Common Stock                       All Officer and            6,295,000           38.9%
$0.001 Par Value                   Directors as a Group
                                   (1 person)
</TABLE>

Item 13. Certain Relationships and Related Transactions.

         The Registrant shares the offices of Arch B. Gilbert, consisting of
approximately 1,400 square feet, for which it paid total rent in the year 2000
of $15,600.00. The Registrant also reimbursed Mr. Gilbert for 50% of his office
and administrative expenses for the year ending December 31, 2000 and for direct
out-of-pocket expenses incurred on behalf of the Company. The total amount of
such reimbursement was $19,752. For the year 2000, Arch B. Gilbert, A
Professional Corporation, whose sole stockholder is the President of the
Company, was paid $330,000 for legal services rendered.

         In 2001, Mr. Gilbert may perform legal services on behalf of the
Registrant although there are no present plans, agreement or understandings in
regard to any such legal services. If any such legal services are performed by
Mr. Gilbert on behalf of the Company, he will be compensated at his usual hourly
rate.

         In 2000, Mr. Gilbert's wife performed consulting services for the
Company for which she received total cash compensation of $36,000.

         The Company is not informed as to whether payments made to Mr. Gilbert
and his wife were on terms as favorable as the Registrant might have obtained
from unaffiliated parties.

         On April 1, 1999, the Company sold Arch B. Gilbert 2,000,000
unregistered shares of Common Stock at a price of $0.08 per share. Mr. Gilbert
gave the Company a five year non-recourse $160,000 note for such shares. The
note provides that interest of 6% per annum will be payable annually and the
entire balance and any accrued interest will be payable on April 1, 2004.


                                       9
<PAGE>   27
                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports
         on Form 8-K.

         (a)      1.       Financial Statements.

                           The following financial statements of the Company are
included in Part II, Item 8:

                  Independent Auditor's Report

                  Consolidated Balance Sheets December 31,
                  2000 and 1999

                  Consolidated Statements of Operations and
                  Comprehensive Income for the Years Ended
                  December 31, 2000, 1999 and 1998

                  Consolidated Statements of Stockholders'
                  Equity for the Years Ended December 31,
                  2000, 1999, and 1998

                  Consolidated Statements of Cash Flows for
                  the Years Ended December 31, 2000, 1999,
                  and 1998

                  Note to Consolidated Financial Statements

                  Supporting Schedule

                  2.       Financial Statement Schedules.

         Financial Statement Schedule II is included in Part II, Item 8. All
other schedules are omitted because they are not applicable, not required or
because the required information is included in the financial statements or the
notes thereto.

                  3.       Exhibits.

         The exhibits listed in the accompanying index to exhibits are filed as
part of this report.

         (b)      Reports on Form 8-K.

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


                                       10
<PAGE>   28

                          INTERWEST MEDICAL CORPORATION

                                INDEX TO EXHIBITS

                                   ITEM 14(a)

<TABLE>
<CAPTION>
Exhibit                             Description                                 Page
-------                             -----------                                 ----
<S>                        <C>                                                  <C>
   3                       Articles of Incorporation, Bylaws                     *

   4                       Instruments defining the right of
                             securities holders, including
                             debentures                                          *

  10                       Material contracts                                    *
</TABLE>

                  *Pursuant to Rule 12b-32 under the Securities Exchange Act of
         1934, the Registrant hereby incorporates by reference its Registration
         Statement No. 2-82655 on Form S-18 and Exhibits to such Registration
         Statement, and which contains these documents which are also required
         to be filed as Exhibits to this Form 10-K.


                                       11
<PAGE>   29


                                   SIGNATURES

                  Pursuant to the requirements of Section 13 or 15(d) 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.

                                       INTERWEST MEDICAL CORPORATION



                                       By: /s/ ARCH B. GILBERT, President
                                          -------------------------------------
                                          Arch B. Gilbert, President
                                          Chief Executive Officer,
                                          Chief Financial Officer and
                                          Chief Accounting Officer



Date:  4-6-01
     -----------------------------


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


By: /s/ ARCH B. GILBERT, Director
   -------------------------------
   Arch B. Gilbert, Director


Date:  4-6-01
     -----------------------------


                                       12