SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1996
--------------------------------------------------
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: 33-96776-A
---------------------------
IMV LEASE\CAPITAL, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
FLORIDA 65-0525864
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
19727 Oakbrook Circle, Boca Raton, Florida 33434
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 483-9940
-----------------------------
- --------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if changed since last
Report.
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 the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable dated.
Common Stock Outstanding as of September 14, 1997: 10,000,000 Shares
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
--------------------
IMV LEASE/CAPITAL, INC.
FINANCIAL STATEMENTS
CONTENTS
Financial Statements:
Balance Sheet .........................................................2
Statement of Operations................................................3
Statement of Cash Flows................................................4
Notes to Financial Statements..............................................5-6
1
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Balance Sheet
September 30, 1996
(Unaudited)
<TABLE>
<CAPTION>
September 30 December 31
1996 1995
---- ----
<S> <C> <C>
Assets
Current Assets:
Cash $ 2,038 $ 6,576
Cash - restricted 100,000 --
Prepaid Expense -- 1,000
--------- ---------
Total assets $ 102,038 $ 7,576
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 20,563 $ --
Payable to stockholder 2,019 --
--------- ---------
Total current liabilities 22,582 --
--------- ---------
Stockholders' Equity:
Common stock, $.001 par value -
100,000,000 shares authorized, 10,000,000
shares issued and outstanding 10,000 9,900
Preferred stock, $.001 par value -
20,000,000 shares authorized, no shares issued
and outstanding -- --
Additional paid-in capital 96,900 5,000
Deficit accumulated during the development stage (27,444) (7,324)
--------- ---------
Total stockholders' equity 79,456 7,576
--------- ---------
Total liabilities and stockholders' equity $ 102,038 $ 7,576
========= =========
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Nine For the Nine For the Three For the Three October 14, 1994
Months Ended Months Ended Months Ended Months Ended (Date of Inception)
September 30, September 30, September 30, September 30, To September 30,
1996 1995 1996 1995 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenues
Interest income $ 1,922 $ 21 $ 984 $ 21 $ 1,988
Expenses
General and administrative 29,042 105 4,684 105 29,432
-------- -------- -------- -------- --------
Net income (loss) $(27,120) $ (84) $ (3,700) $ (84) $(27,444)
======== ======== ======== ========
Net income (loss) per share $ -- $ -- $ -- $ --
======== ======== ======== ========
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Period From
For the Nine For the Nine October 14, 1994
Months Ended Months Ended (Date of Inception)
September 30, September 30, To September 30,
1996 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (27,120) $ (84) $ (27,444)
Adjustments to reconcile net loss to net
cash used by operating activities
Decrease in prepaid expenses 1,000 -- --
Increase in accounts payable 19,563 1,000 20,563
--------- --------- ---------
Net cash provided by (used by) operating
expenses (6,557) 916 (6,881)
--------- --------- ---------
Cash flows from financing activities:
Issuance of common stock 100,000 9,900 109,900
Deferred offering costs -- (3,000) (3,000)
Stockholder loan payable 2,019 -- 2,019
Increase in restricted cash (100,000) -- (100,000)
--------- --------- ---------
Net cash provided by (used by) financing
activities 2,019 6,900 8,919
--------- --------- ---------
Net increase (decrease) in cash (4,538) 7,816 2,038
Cash at beginning of period 6,576 -- --
--------- --------- ---------
Cash at end of period $ 2,038 $ 7,816 $ 2,038
========= ========= =========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
The financial information included herein is unaudited. Such information,
however, reflects all adjustments (consisting solely of normal recurring
adjustments) which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods. The results for interim
periods are not necessarily indicative of results to be expected for the year.
NOTE 1 - Summary of Significant Accounting Policies
------------------------------------------
Business Activity
- -----------------
IMV Lease/Capital, Inc. (the Company) was organized under the laws of the State
of Florida on October 14, 1994. The Company is a development stage company and
has not commenced operations. The Company intends to effect a merger, acquire
the assets or the common stock of existing businesses.
Cash Equivalents
- ----------------
For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less, to be
cash equivalents.
NOTE 2 - Public Offering
---------------
The Company raised $100,000 in exchange for 100,000 shares of common stock in a
public offering pursuant to Rule 419 of the Securities Act of 1933, the
effective date of which was March 14, 1996. The funds, including interest earned
thereon, along with the common stock issued are being held in escrow until the
Company submits for shareholder approval a proposed business acquisition and at
least 90% of the aforementioned 100,000 common shares are voted in favor of the
proposed transaction. In the event an acquisition is not consumated by September
14, 1997, the deposited funds will be returned to all investors.
NOTE 3 - Deferred Offering Costs
-----------------------
Direct costs of the public offering were deferred and deducted from paid-in
capital upon completion of the public offering.
5
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
NOTE 4 - Concentrations of Credit Risk
-----------------------------
The Company has concentrated its credit risk for cash by maintaining deposits in
one financial institution which exceeds amounts covered by insurance provided by
the U.S. Federal Deposit Insurance Corporation (FDIC). The Company has not
experienced any losses in such accounts and believes it is not exposed to any
significant credit risk to cash.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
GENERAL
The Company was organized under the laws of the State of Florida on
October 14, 1994 in order to seek and effect a merger, acquire the assets or the
capital stock of existing businesses or other similar business combination. The
Company has not been engaged in active operations since its organization and is
in the developmental stage. From inception of the Company through September 30,
1996, management's primary emphasis has been on organizing the Company,
preparing and completing the Company's Registration Statement on Form SB-2 for
purposes of undertaking the Blank Check Offering and the investigation of
certain potential business opportunities.
REVENUES
For the quarter ended September 30, 1996, the Company had revenues
consisting of interest income of $984.00. Expenses for the quarter ended
September 30, 1996 were $4,684.00. The Company's net loss for the quarter ended
September 30, 1996 was $3,700.00. For the nine months ended September 30, 1996,
the Company had revenues consisting of interest income of $1,922.00. Expenses
for such period were $29,042.00. The Company's net loss for the nine months
ended September 30, 1996 was $27,120.00. Revenue, expenses and net loss for the
comparable period in 1995 were $21.00 and $105.09 and $84,00.
LIQUIDITY AND CAPITAL RESOURCES
During the period from the Company's inception through September 30, 1996,
the Company was principally engaged in organizational activities, completing the
aforementioned Registration Statement and investigation of certain potential
business opportunities. During the first quarter of 1996, the Company completed
the public offering of 100,000 shares of Common Stock pursuant to Rule 419 under
the Securities Act of 1933. The funds, including interest earned thereon, along
with the Common Stock sold in such offering, are being held in escrow until the
Company receives shareholder approval for a proposed acquisition. In the event
an acquisition is not consummated by September 14, 1997, the deposited funds
will be returned to investors. The Company was not able to complete the offering
on a timely basis and as a result, all of the funds will be returned to the
investors in the Rule 419 offering. Apart from cash included in such escrow
account, the Company's principal asset at September 30, 1996 was cash totalling
$2,038.00. As of such date, the Company had total current liabilities of
$22,582.00.
PART II. OTHER INFORMATION
ITEMS 1-6. Not Applicable
7
<PAGE>
SIGNATURE
In accordance with requirements of the Exchange Act, the Issuer has caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
IMV LEASE/CAPITAL, INC.
By: /s/ Todd E. Levine
--------------------------
Todd E. Levine, President
DATED: September 18, 1997.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF IMV LEASE/CAPITAL, INC. FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 102,038
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 102,038
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 102,038
<CURRENT-LIABILITIES> 22,582
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> 69,456
<TOTAL-LIABILITY-AND-EQUITY> 102,038
<SALES> 0
<TOTAL-REVENUES> 1,922
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 29,042
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (27,120)
<INCOME-TAX> 0
<INCOME-CONTINUING> (27,120)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (27,120)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
