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, 1997
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: 9,920,000 Shares
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.
IMV LEASE/CAPITAL, INC.
FINANCIAL STATEMENTS
CONTENTS
Financial Statements:
Balance Sheet ............................................... 1
Statements of Operations......................................2
Statements of Cash Flows......................................3
Notes to Financial Statements........................................4-5
<PAGE>
IMV LEASE /CAPITAL, INC.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
September 30, 1997
(Unaudited)
Assets
Current Assets:
Cash $ 4,816
Cash - restricted 100,000
-------------
Total assets $ 104,816
=============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 20,563
Payable to related company 743
Payable to stockholder 5,039
-------------
Total current liabilities 26,345
-------------
Stockholders' Equity:
Common stock, $.001 par value -
100,000,000 shares authorized, 10,000,000
shares issued and outstanding 10,000
Preferred stock, $.001 par value -
20,000,000 shares authorized, no shares issued
and outstanding -
Additional paid-in-capital 96,900
Deficit accumulated during the development stage (28,429)
-------------
Total stockholders' equity 78,471
-------------
Total liabilities and stockholders' equity $ 104,816
=============
See accompanying notes to financial statements
1
<PAGE>
<TABLE>
<CAPTION>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the Nine For the Three For the Three Period from
For the Nine Months Ended Months Ended Months Ended October 14, 1994
Months Ended September 30, 1996 September 30, 1997 September 30, 1996 (Date of Inception)
September 30, 1997 (Unaudited) (Unaudited) (Unaudited) to September 30, 1997
------------------ ------------------ ------------------ ------------------ ---------------------
<S> <C> <C> <C> <C> <C>
Revenues
Interest income $ 1950 $ 1,922 $ 429 $ 984 $ 4,911
Expenses
General and administrative 3,908 29,042 3,743 4,684 33,340
------------- ------------- ------------- ------------ ----------
Net income (loss) $ (1,958) $ (27,120) $ (3,314) (3,700) (28,429)
============= ============= ============= ============ ==========
Net income (loss) per share $ - $ - $ - $ -
============= ============= ============= ============
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the Nine Period From
For the Nine Months Ended October 14, 1994
Months Ended September 30, 1996 (Date of Inception)
September 30, 1997 (Unaudited) to September 30, 1997
------------------ ------------------ ---------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (1,958) $ (27,120) $ (28,429)
Adjustments to reconcile net loss to net
cash used by operating activities
(Increase) decrease in prepaid expenses - 1,000 -
Increase in payable to related company 743 - 743
Increase in accounts payable - 19,563 20,563
Net cash provided by (used by) operating ------------- ------------- ----------------
expenses (1,215) (6,557) (7,123)
------------- ------------- ----------------
Cash flows from financing activities:
Issuance of common stock - 100,000 109,900
Deferred offering costs - - (3,000)
Stockholder loan payable 3,019 2,019 5,038
Increase in restricted cash - (100,000) (100,000)
Net cash provided by (used by) financing ------------- ------------- ----------------
activities 3,019 2,019 11,938
------------- ------------- ----------------
Net increase (decrease) in cash 1,804 (4,538) 4,815
Cash at beginning of period 3,011 6,576 -
------------- ------------- ----------------
Cash at end of period $ 4,815 $ 2,038 $ 4,815
============= ============= ================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
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. The funds
could not be released until the Company submitted for shareholder approval, a
proposed business acquisition, and at least 90% of the aforementioned 100,000
common shares voted in favor of the proposed transaction by September 14, 1997.
The Company was not able to complete a business acquisition by September 14,
1997, and accordingly, all funds are in the process of being returned to
investors and the common stock issued will be canceled.
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 9,980,054 in 1997, and
9,935,343 in 1996.
4
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
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 on March 14, 1996. These costs
will be expensed upon the return to investors of funds raised in the public
offering.
5
<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, 1997, the Company had revenues
consisting of interest income of $429.00 compared to $984.00 for the quarter
ended September 30, 1996. Expenses for the quarter ended September 30, 1997 were
$3,743.00 compared to $3,314.00 for the quarter ended September 30, 1996. The
Company's net loss for the quarter ended September 30, 1997 was $3,314.00
compared to $3,700.00 for the quarter ended September 30, 1996. For the nine
months ended September 30, 1997, the Company had revenues consisting of interest
income of $1,950.00 compared to $1,922.00 for the nine months ended September
30, 1996. Expenses for such periods were $3,908.00 and $29,042,000,
respectively. The company's net loss for the nine months ended September 30,
1997 was $1,958.00 compared to $27,120 for the nine months ended September 30,
1996.
Liquidity and Capital Resources
During the period from the Company's inception through September 30,
1997, 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, were being
held in escrow until the Company received shareholder approval for a proposed
acquisition. The Company was not able to complete the offering on a timely basis
and as a result, all of the funds were returned to the investors in the Rule 419
offering. The Company also allowed the investors to retain 20% of the stock they
had previously subscribed for or a total of 20,000 shares of Common Stock of the
Company. These shares were issued In recognition of the loyalty displayed by
such investors and in consideration for such investors having their funds
maintained in escrow for up to 18 months from the commencement of the public
offering in March 1996 and in lieu of interest. Apart from cash included in such
escrow account, the Company's principal asset at
6
<PAGE>
September 30, 1997 was cash totalling $4,816.00 As of such date, the Company had
total current liabilities of $26,345.00.
The Company will continue with its original business plan which consisted of
efforts to seek and undertake a merger, acquire the assets or the capital stock
of existing businesses, effectuate joint ventures or strategic alliances or
otherwise complete a business combination with independent companies or with
entities or businesses affiliated with the principal of the Company. Inasmuch as
certain of the shares of Common Stock held by shareholders of the Company are
eligible for sale pursuant to Rule 144 or are currently freely tradeable as a
result of having been acquired and held for in excess of two years, the Company
plans to seek inclusion of its Common Stock on the OTC Bulletin Board. As
indicated, the Company is currently a reporting company under the Securities
Exchange Act of 1934 pursuant to Section 15(d) of the Securities Exchange Act of
1934 and may choose to register under Section 12(g) of the Securities Exchange
Act of 1934. In any event, it is the Company's intention to maintain a current
status with regard to its obligation to file periodic reports under the
Securities Exchange Act of 1934.
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: February 20, 1998.
8
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-01-1994
<CASH> 104,816
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 104,816
<CURRENT-LIABILITIES> 26,345
<BONDS> 0
0
96,400
<COMMON> 10,000
<OTHER-SE> (28,429)
<TOTAL-LIABILITY-AND-EQUITY> 104,816
<SALES> 0
<TOTAL-REVENUES> 1,950
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,908
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,958)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
