U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended December 31, 1996
Commission File No. 33-96776-a
IMV LEASE/CAPITAL, INC.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)
Florida 75-2228828
- ------------------------------------- ----------------------------------
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
19727 Oakbrook Circle Boca Raton, Florida 33434
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(561) 483-9940
- --------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
------------------
Name of Each Exchange
Title of Each Class on Which Registered
- ------------------------------------- ----------------------------------
- ------------------------------------- ----------------------------------
Securities registered under Section 12(g) of the Exchange Act: None
-----------------
- --------------------------------------------------------------------------------
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports, and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
<PAGE>
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of issuer'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
---
State issuer's revenues for its most recent fiscal year: $2,895.00.
State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.
Not applicable as there is no market for the Common Stock at this time.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
10,000,000 shares of Common Stock, $.001 par value, as of September 14,
1997.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
-----------------------
INTRODUCTION
IMV Lease/Capital, Inc. (the "Company/IMV") is a Florida corporation,
organized on October 14, 1994, to seek and effect a merger, acquire the assets
or the capital stock of existing businesses or other similar business
combination (a "Business Combination"). The Company is a development stage
company and has not begun to operate.
The office address of IMV is 19727 Oakbrook Circle, Boca Raton, Florida
33434. The telephone number is (561) 483-9940. The Company's fiscal year end is
December 31.
BACKGROUND
On March 14, 1996, an offering (the "Blank Check Offering") commenced of
100,000 shares of Common Stock at a purchase price of $1.00 per Share through
the Company's sole director and executive officer, Mr. Todd E. Levine. No
commissions or underwriting fees were paid in connection with the Blank Check
Offering which is subject to Rule 419 of the Securities Act of 1933, as amended
(the "Act").
All of the Common Stock offered by the Company was sold pursuant to the
Company's prospectus. The gross offering proceeds to the Company were $100,000
and all proceeds, along with the Common Stock issued to investors in the Blank
Check Offering were deposited in an escrow account (the "Deposited Funds" and
"Deposited Securities," respectively) with Boca Raton First National Bank (the
"Escrow Agent") which is being held for the sole benefit of the purchasers of
the Common Stock pursuant to the Blank Check Offering. Mr. Todd Levine has
advanced all of the expenses of the Offering and will not be reimbursed for any
of such expenses whether or not a Business Combination is ultimately
consummated. While held in the escrow account, the Common Stock may not be
traded or transferred. The Deposited Funds and the Deposited Securities may not
be released until an acquisition meeting certain specified criteria has been
made and a sufficient number of investors reconfirm their investment in
accordance with the procedures set forth in Rule 419 and promulgated by the
Company.
COMPLIANCE WITH RULE 419
Rule 419 requires that before the Deposited Funds and the Deposited
Securities can be released, the Company must first execute an agreement to
acquire an acquisition candidate meeting certain specified criteria. The
agreement must provide for the acquisition of a business or assets for which the
fair value of the business represents at least 80% of the maximum offering
proceeds received in this Blank Check Offering. On that basis, the fair value of
the business or assets to be acquired must be at least $80,000. Once the
acquisition agreement meeting the above criteria has been executed and
3
<PAGE>
shareholders representing 90% of the maximum proceeds received in the Blank
Check Offering elect to reconfirm their investment, the Company must
successfully complete the mandated reconfirmation offering, as discussed below,
and consummate the acquisition.
Pursuant to Rule 419, to the extent that any shareholder does not elect to
remain a shareholder as described herein and in the Reconfirmation Offer, the
Company shall return the entire portion of that shareholder's Deposited Funds.
Unless 90% in interest of the investors elect to remain shareholders of the
Company, all shareholders will be entitled to the return of their portion of the
Deposited Funds in the event that the Company elects to consummate the proposed
transaction. Additionally, Todd Levine has agreed to absorb all expenses for
those shareholders who do not elect to remain shareholders so that any investor
who does not elect to reconfirm their investment will be entitled to the return
of their entire investment in the Blank Check Offering. Furthermore, in the
event an acquisition is not consummated within 18 months of the effective date
of the Registration Statement which became effective on March 14, 1996 (which
termination date would be September 14, 1997), the Deposited Funds will be
returned to all investors.
RECONFIRMATION OFFERING
Within five business days after the effective date of the Company's
Post-Effective Amendment, the Company will commence a reconfirmation offer. The
terms of the reconfirmation offer will include the following conditions: (i) the
prospectus contained in the Post-Effective Amendment will be sent to each
investor whose securities are held in the escrow account within five business
days after the effective date of the Post-Effective Amendment; (ii) each
investor will have no fewer than 20 and no more than 45 business days from the
effective date of the Post-Effective Amendment to notify the Company in writing
that the investor elects to remain an investor; (iii) if the Company does not
receive written notification from any investor within 45 business days following
the effective date, the pro-rata portion of the Deposited Funds and any related
interest or dividends held in the escrow account on such investor's behalf will
be returned to the investor within five business days by first class mail or
other equally prompt means, but only if the proposed transaction is consummated;
(iv) the acquisition will be consummated only if a minimum number of investors
representing 90% of the maximum offering proceeds received in this Blank Check
Offering elect to reconfirm their investments; and (v) if a consummated
acquisition has not occurred within 18 months from March 14, 1996, the effective
date of the Company's Blank Check Offering registration statement (which would
be September 14, 1997), the Deposited Funds held in the escrow account will be
returned to all investors on a pro-rata basis within five business days by first
class mail or other equally prompt means.
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.
4
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY
-----------------------
The Company currently maintains its executive business address on a rent
free basis at 19727 Oakbrook Circle, Boca Raton, Florida 33434 from Todd E.
Levine, the Company's sole officer and director.
ITEM 3. LEGAL PROCEEDINGS
-----------------
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
--------------------------------------------------------
Not applicable.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED MATTERS
---------------------------------------------------------
Not Applicable.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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 the fiscal
year ending December 31, 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 year ended December 31, 1996, the Company had revenues consisting
of interest income of $2,895 in contrast with interest income of $66.00 for the
year ended December 31, 1995. Expenses for the year ended December 31, 1996,
were $29,042 in comparison with expenses of $390 for the year ended December 31,
5
<PAGE>
1995. The Company's net loss for the year ended December 31, 1996 was $26,147 in
comparison with a net loss of $324 for the year ended December 31, 1995.
LIQUIDITY AND CAPITAL RESOURCES
During the period from the Company's inception through December 31, 1995,
the Company was principally engaged in organizational activities, completing the
aforementioned Registration Statement and investigation of certain potential
business opportunities. During 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. Apart from cash included in such escrow account, the Company's
principal asset at December 31, 1996 was cash totalling $166 and at June 30,
1997 was cash totalling $21.00. As of such dates, the Company had total current
liabilities of $22,582 and $22,602, respectively.
ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
The financial statements are included under Item 13(a) of this
Report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
--------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
On February 19, 1997, Angel E. Lana, P.A., was replaced by Fiske &
Company as the Company's independent auditors when that firm declined to stand
for re-election or appointment. Angel E. Lana, P.A.'s report of audit since
inception of the Company did not contain any adverse opinion, any disclaimer of
opinion, nor has any opinion been qualified as to uncertainty, audit scope or
accounting principles.
During the Company's two most recent fiscal years and subsequent interim
periods preceding the change in independent auditors, there were not any
disagreements with Angel E. Lana, P.A. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
Fiske & Company was selected by management to replace Angel Lana, P.A. as
the Company's independent auditors as determined by its sole director and
executive officer.
6
<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
--------------------------------------------------------------------
COMPLIANCE UNDER SECTION 16 (A) OF THE EXCHANGE ACT
---------------------------------------------------
DIRECTORS AND EXECUTIVE OFFICERS
All officers and directors are elected annually to serve for one year or
until their successors are elected and qualified.
Name Age Position
- ---- --- --------
Todd E. Levine 28 President, Chief Executive Officer,
Treasurer, Secretary and Director
TODD E. LEVINE has served as the Company's President, Chief Executive
Officer, Treasurer, Secretary and sole Director since August 24, 1995. In 1987
and 1988, Mr. Levine worked as a Real Estate Salesperson for John Daniels and
Associates, Palm Beach Gardens, Florida and J.W. Charles and Company, Boca
Raton, FL. From 1986 to 1987, he worked as an account executive for T.E.L.
Financial Network, Inc., Margate, Florida, a mortgage banking company. His
accomplishments included handling commercial and residential sales including
government loans. Mr. Levine managed the office, and initiated correspondent
relationships and secondary marketing. He also served as commercial and
residential loan underwriter for the firm during 1986.
Mr. Levine's licensure and educational background includes being a
Licensed General Contractor; a Certified Residential Specialist of the
Residential Sales Council in July 1991; Graduate Realtors Institute, October
1989; Licensed Florida Real Estate Broker, February 1988; Licensed Health
Insurance Agent, February 1988; Licensed Life Insurance Agent, April 1987;
Licensed Florida Real Estate Salesperson, January 1987; and Licensed Florida
Mortgage Broker, November 1986. His professional affiliations include
Residential Sales Council, March 1991 to Present; Fort Myers Association of
Realtors, August 1989 to 1992; Cape Coral Association of Realtors, July 1989 to
1992; and Boca Raton, Association of Realtors, January 1987 to February 1990.
Mr. Levine's experience includes being owner and Senior Operations Officer
of B.K.T., Inc., from 1988 to the present. B.K.T., Inc., located in Boca Raton,
Florida, is a real estate investment company and insurance brokerage firm. His
responsibilities include negotiating purchases of abandoned or foreclosed
properties, rehabilitation, sale and leasing of such properties, and life and
health insurance sales. His accomplishments include supervision of properties on
both coasts of Florida, documentation review, sales contracts and mortgages and
personnel recruitment.
7
<PAGE>
Mr. Levine also serves as President and owner of Sabal Lake Realty, Inc.,
Pompano Beach, Florida, from 1988 to the present, which is a general real estate
brokerage company specializing in new home and foreclosure sales on both the
East and West coasts of Florida. His accomplishments include the sale of new
construction homes for Casa Development, where development homes ranged from the
middle five figures to over $650,000. He also was responsible for the management
of their re-sale home programs, the marketing of rentals and vacant lands sales.
He hired, trained and supervised retail sales agents and office management
personnel and was responsible for the day-to-day operations of three model home
centers for the Company.
Mr. Levine has not participated in any previous Blind Pool or Blank Check
Offerings. Mr. Levine expects to devote up to 50% of his available business time
for the search for a suitable acquisition candidate.
ITEM 10. EXECUTIVE COMPENSATION
CASH COMPENSATION
Total cash compensation paid to all executive officers as a group for
services provided to the Company in all capacities during the year ended
December 31, 1996 aggregated to $-0-. Set forth below is summary compensation
table in the tabular format specified in the applicable rules of the Securities
and Exchange Commission.
Summary Compensation Table(1)
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------------------------
Awards Payouts
---------------------- ----------------
Securities
Other Under-
Name and Annual Restricted lying All Other
Principal Compen- Stock Options/LTIP Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Todd E. Levine 1995 $0 $0 $0 $0 0 $0 $0
President, Chief 1996 $0 $0 $0 $0 0 $0 $0
Executive Officer,
Treasurer, Secretary
and Sole Director
8
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
- ---------------------------------------------------------------------------------------------------
Percent of
Number of Total Options/
Securities SARs Granted
Underlying to Employees Exercise or
Options/SARs in Fiscal Base Price Expiration
Name Granted (#) Year ($/Sh) Date
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Todd E. Levine 0 0 0 0
President, Chief Executive
Officer, Treasurer, Secretary
and Sole Director
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ---------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised in-the-Money
Acquired Options/SARs Options/SARs
on Value at FY-End (#) at FY-End ($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Todd E. Levine 0 $0 0 $0
President, Chief Executive
Officer, Treasurer,
Secretary and Sole Director
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
- ---------------------------------------------------------------------------------------------------
Number Performance Estimated Future Payouts Under
of Shares, or Other Non-Stock Price-Based Plans
Units or Period Until -------------------------------
Other Rights Maturation Threshold Target Maximum
Name (#) or Payout ($ or #) ($ or #) ($ or #)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Todd E. Levine 0 0 0 0 0
President, Chief
Executive Officer,
Treasurer, Secretary
and Sole Director
</TABLE>
The Company has not paid any direct or indirect compensation to the
current or proposed officers or directors of the Company and none will be paid
from the proceeds from the Blank Check Offering. Additionally, no options or
SARS have been granted to any persons since the Company's inception nor does the
Company have any long range incentive plans.
9
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the Company's
Common Stock beneficially owned on June 30, 1997, (i) by each person who is
known by the Company to own beneficially or exercise voting or dispositive
control over 5% or more of the Company's Common Stock, (ii) by each of the
Company's directors, and (iii) by all executive officers and directors as a
group. At July 15, 1997, there were 10,000,000 shares of Common Stock
outstanding. This information as to beneficial ownership was furnished to the
Company by or on behalf of the persons named. In general, a person is deemed to
be a "beneficial owner" of a security if that person has or shares the power to
vote or direct the voting of such security, or the power to dispose or to direct
the disposition of such security. A person is also deemed to be a beneficial
owner of any securities of which the person has the right to acquire beneficial
ownership within (60) days. Information with respect to the percent of class is
based on 10,000,000 shares of the Company's Common Stock issued and outstanding
as of August 15, 1997.
Percentage
# of Shares of of Company
Name and Address Common Stock Owned Before
of Beneficial Beneficially Proposed
Owner Owned Transaction
----- ----- -----------
Mr. Todd E. Levine(1) 9,790,000 97.9%
Atlas, Pearlman,
Trop & Borkson, P.A.(2) 100,000 1.0%
Mr. Michael Hanzman(3) 10,000 .1%
All Executive Officers 9,790,000 97.9%
and Directors as a
Group (1 Person)
Blank Check 100,000 1%
Offering
Shareholders
____________________________
(1) The address is 19727 Oakbrook Circle, Boca Raton, Florida 33434.
(2) The address is 200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale,
Florida 33301.
10
<PAGE>
(3) The address is Hanzman & Criden P.A., 200 S. Biscayne Boulevard, Suite
2100, Miami, Florida 33141.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
Mr. Todd E. Levine acquired 9,900,000 shares of Common Stock of the
Company in August 24, 1995 for a consideration of $9,900 or $.001 per share. On
August 25, 1995, Mr. Levine transferred 10,000 shares of Common Stock to Mr.
Michael Hanzman for no consideration. On August 29, 1995, Mr. Levine transferred
100,000 shares of Common Stock to Atlas, Pearlman, Trop & Borkson, P.A. in
consideration for legal services rendered to the Company.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
--------------------------------------
(a) The financial statements listed on the index to financial statements
on page F-1 are filed as part of this Form 10-KSB.
(b) Reports on Form 8-K
-------------------
None.
(c) Exhibits
2.1 Stock Purchase and Exchange Agreement between the Company and
301 Plaza, Inc. (incorporated by reference to the Company's
Registration Statement, File No. 33-967766A ("1996-1997
Registration Statement"))
2.2 Amendment to Stock Purchase and Exchange Agreement
(incorporated by reference to the Company's "1996-1997
Registration Statement")
3.1 Form of Restated Articles of Incorporation of IMV
Lease/Capital, Inc. (incorporated by reference to the
Company's 1996-1997 Registration Statement)
3.2 Bylaws of IMV Lease/Capital, Inc. (incorporated by reference
to 1996- 1997 Registration Statement)
4.1 Specimen Common Stock Certificate (incorporated by reference
to 1996- 1997 Registration Statement)
10.1 Forms of Subscription Documentation for prospective investors
(incorporated by reference to 1996-1997 Registration
Statement)
10.2 Executed Form of Deposited Funds Escrow Agreement
(incorporated by reference to 1996-1997 Registration
Statement)
10.3 Executed Form of Deposited Securities Escrow Agreement
(incorporated by reference to 1996-1997 Registration
Statement)
16.1 Letter of Angel E. Lana, P.A. (incorporated by reference to
1996-1997 Registration Statement)
27 Financial Data Schedule (Electronic filing only)
99.1 Form of Reconfirmation Offer (incorporated by reference to
1996-1997 Registration Statement)
11
<PAGE>
SIGNATURE
---------
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized on this 18th day of September, 1997.
IMV LEASE/CAPITAL, INC.
By: /s/ Todd E. Levine
-------------------------------------
Todd E. Levine, Chairman of the Board
and Chief Executive Officer
In accordance with the Exchange, this Report has been signed below by the
following person on behalf of the Registrant, and in the capacities and on the
date indicated.
SIGNATURES
----------
Chairman of the Board,
President and Principal
/s/Todd E. Levine Executive, Financial
- ----------------- and Accounting Officer September 18, 1997
Todd E. Levine
12
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Financial Statements
December 31, 1996
INDEX
Independent Auditor's Report F-2
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Shareholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7 - F-8
F-1
<PAGE>
Board of Directors
IMV Lease/Capital, Inc.
Boca Raton, Florida
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of IMV Lease/Capital, Inc. (A
Development Stage Company) as of December 31, 1996, and the related statements
of operations, stockholders' equity and cash flows for the two years ended
December 31, 1996, and from October 14, 1994 (Inception) to December 31, 1996.
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 IMV Lease/Capital, Inc. (A
Development Stage Company) as of December 31, 1996, and the results of its
operations, changes in its stockholders' equity and its cash flows for the two
years ended December 31, 1996 and from October 14, 1994 (Inception) to December
31, 1996, in conformity with generally accepted accounting principles.
Hollywood, Florida
May 21, 1997
F-2
<PAGE>
IMV LEASE/CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheets
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
<S> <C> <C>
Assets
------
Current Assets:
Cash $ 3,011 $ 6,576
Cash - restricted 100,000
Prepaid expenses -- 1,000
--------- ---------
Total Assets $ 103,011 $ 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
and 9,900,000 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 (26,471) (7,324)
--------- ---------
Total stockholders' equity 80,429 7,576
--------- ---------
Total liabilities and stockholders' equity $ 103,011 $ 7,576
========= =========
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
IMV LEASE/CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Operations
<TABLE>
<CAPTION>
For the Year Ended Period from October 14,
December 31, 1994 (Date of Inception)
1996 1995 to December 31, 1996
---- ---- --------------------
<S> <C> <C> <C>
Revenues
Interest income $ 2,895 $ 66 $ 2,961
Expenses
General and administrative 29,042 390 29,432
-------- -------- --------
Net loss $(26,147) $ (324) $(26,471)
======== ======== ========
Net loss per share $(0.0026) $ --
======== ========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
IMV LEASE/CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Preferred Paid-in Development
Stock Stock Capital Stage Total
-------------------- ----- ------- ----- -----
Shares Amount
------ ------
<S> <C> <C> <C> <C> <C> <C>
Balance, October 14, 1994 (Date of Inception) -- $ -- $ -- $ -- $ -- $ --
Issuance of Common Stock, August 24, 1995 9,900,000 9,900 -- -- -- 9,900
Net Loss -- -- -- -- (324) (324)
---------- ------- -------- ------- -------- --------
Balance, December 31, 1995 9,900,000 $ 9,900 $ -- $ -- $ (324) $ 9,576
Issuance of Common Stock - Public Offering 100,000 100 -- 96,900 -- 97,000
March 14, 1996 (net of $3,000 in related
costs)
Net Loss -- -- -- -- (26,147) (26,147)
---------- ------- -------- ------- -------- --------
Balance, December 31, 1996 10,000,000 10,000 -- 96,900 (26,471) 80,429
========== ======= ======== ======= ======== ========
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
IMV LEASE/CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows
<TABLE>
<CAPTION>
For the Year Ended From October 14, 1994
December 31, (Date of Inception) to
1996 1995 December 31, 1996
---- ---- -----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (26,147) $ (324) $ (26,471)
Adjustments to reconcile net loss to net
cash used by operating activities
(Increase) decrease in prepaid expenses 1,000 (1,000) --
Increase in accounts payable 19,563 1,000 20,563
--------- --------- ---------
Net cash used by operating expenses (5,584) (324) (5,908)
--------- --------- ---------
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 financing activities 2,019 6,900 8,919
--------- --------- ---------
Net increase(decrease) in cash (3,565) 6,576 3,011
Cash at beginning of period 6,576 -- --
--------- --------- ---------
Cash at end of period $ 3,011 $ 6,576 $ 3,011
========= ========= =========
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE>
IMV LEASE/CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Business Activity
- -----------------
IMV Lease/Captial, 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 - NET LOSS PER SHARE
-----------------
Net loss per share has been computed by dividing net loss by the weighted
average number of common shares outstanding during the period. The numbers of
common shares used for computing net loss per share were 9,935,343 in 1996, and
9,900,000 in 1995.
NOTE 4 - DEFERRED OFFERING COSTS
-----------------------
Direct costs of the public offering were deferred and deducted from paid-in
capital upon completion of the public offering.
F-7
<PAGE>
IMV LEASE/CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - INCOME TAXES
------------
The Company has a net operating loss of $26,471, that expires as follows:
December 31,
------------
2010 $ 324
2011 26,147
---------
$ 26,471
=========
NOTE 6 - 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.
F-8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF IMV LEASE/CAPITAL, INC. FOR THE YEAR ENDED DECEMBER
31, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 103,011
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 103,011
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 103,011
<CURRENT-LIABILITIES> 22,582
<BONDS> 0
0
0
<COMMON> 10,000
<OTHER-SE> 70,429
<TOTAL-LIABILITY-AND-EQUITY> 103,011
<SALES> 0
<TOTAL-REVENUES> 2,895
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 29,042
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (26,147)
<INCOME-TAX> 0
<INCOME-CONTINUING> (26,147)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,147)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
