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, 1997
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: $2,024.00
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.
9,920,000 shares of Common Stock, $.001 par value, as of December 31,
1997.
2
<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, the Company's Registration Statement on Form SB-2
became effective with the Securities and Exchange Commission, and, 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 were held for the sole benefit of the purchasers of the
Common Stock pursuant to the Blank Check Offering. Mr. Todd Levine advanced all
of the expenses of the Offering and was not reimbursed for any of such expenses.
While held in the escrow account, the Common Stock could not be traded or
transferred. The Deposited Funds and the Deposited Securities could not be
released until an acquisition meeting certain specified criteria has been made
and a sufficient number of investors reconfirmed their investment in accordance
with the procedures set forth in Rule 419 and promulgated by the Company.
Inasmuch as the Company's Registration Statement became effective under
the Act, the Company became a so-called reporting company under Rule 15(d) of
the Securities Exchange Act of 1934, whether or not a reconfirmation was
completed by investors, and the Company is obligated to file periodic reports
with the Securities and Exchange Commission.
3
<PAGE>
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 the Blank Check Offering. On that basis, the fair value of
the business or assets to be acquired had to have been at least $80,000. Once
the acquisition agreement meeting the above criteria had been executed and
shareholders representing 90% of the maximum proceeds received in the Blank
Check Offering elected 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 in the Reconfirmation Offer, the Company must return the
entire portion of that shareholder's Deposited Funds. Unless 90% in interest of
the investors elected to remain shareholders of the Company, all shareholders
would be entitled to the return of their portion of the Deposited Funds in the
event that the Company elected to consummate the proposed transaction.
Additionally, Todd Levine had agreed to absorb all expenses for those
shareholders who did not elect to remain shareholders so that any investor who
did not elect to reconfirm their investment would be entitled to the return of
their entire investment in the Blank Check Offering. Furthermore, in the event
an acquisition was 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 were required
to be returned to all investors.
Reconfirmation Offering
Within five business days after the effective date of the Company's
Post-Effective Amendment, the Company was to commence a reconfirmation offer.
The terms of the reconfirmation offer included the following conditions: (i) the
prospectus contained in the Post-Effective Amendment would be sent to each
investor whose securities were held in the escrow account within five business
days after the effective date of the Post-Effective Amendment; (ii) each
investor would 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 elected to remain an investor; (iii) if the Company did 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 would
be returned to the investor within five business days by first class mail or
other equally prompt means, but only if the proposed transaction were
consummated; (iv) the acquisition would be consummated only if a minimum number
of investors representing 90% of the maximum offering proceeds received in the
Blank Check Offering elected to reconfirm their investments; and (v) if a
consummated acquisition did not occur within 18 months from March 14, 1996, the
effective date of the Company's Blank Check Offering registration statement
(which would be
4
<PAGE>
September 14, 1997), the Deposited Funds held in the escrow account would 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 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.
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.
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.
5
<PAGE>
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, 1997, 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. The Company was
not able to complete the reconfirmation offer on a timely basis and all funds
were returned to investors. The Company remained obligated to file periodic
reports under the Securities Exchange Act of 1934, and will continue to seek to
effect a business combination.
Revenues
For the year ended December 31, 1997, the Company had revenues
consisting of interest income of $2,024 in contrast with interest income of
$2,895 for the year ended December 31, 1996. Expenses for the year ended
December 31, 1997, were $12,148 in comparison with expenses of $29,042 for the
year ended December 31, 1996. The Company's net loss for the year ended December
31, 1997 was $10,124 in comparison with a net loss of $26,147 for the year ended
December 31, 1996.
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, were held in escrow until the Company
could receive shareholder approval for a proposed acquisition. Inasmuch as the
acquisition could not be consummated by September 14, 1997, the deposited funds
were returned to investors.
6
<PAGE>
The Company's principal asset at December 31, 1997 was cash totalling $4,015. As
of December 31, 1997, the Company had total current liabilities of $11,707.
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.
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,
7
<PAGE>
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.
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.
8
<PAGE>
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, 1997 aggregated to $-0-. Set forth below is summary compensation
table in the tabular format specified in the applicable rules of the Securities
and Exchange Commission.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-Term Compensation
---------------------------------------------------------------------------------------------
Awards Payouts
-----------------------------------
Securities
Other Under-
Name and Annual Restricted lying All Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Award(s) SARs Payouts sation
($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------
<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, 1997 $0 $0 $0 $0 0 $0 $0
Treasurer, Secretary
and Sole Director
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
- ----------------------------------------------------------------------------------------------------------------------
Percent of
Number of Total Options/
Securities SARs Granted
Underlying to Employees Exercise or
Options/SARs in Fiscal Base Price Expiration
Name Granted (#) Year ($/Sh) Date
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Todd E. Levine 0 0 0 0
President, Chief Executive
Officer, Treasurer, Secretary
and Sole Director
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
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
officers or directors of the Company. 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.
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 December 31, 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 December 31, 1997, there were 9,920,000 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.
10
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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 9,920,000 shares of the Company's Common Stock issued and outstanding
as of December 31, 1997.
<TABLE>
<CAPTION>
Percentage
# of Shares of of Company
Name and Address Common Stock Owned Before
of Beneficial Beneficially Proposed
Owner Owned Transaction
---------------- -------------- ------------
<S> <C> <C>
Todd E. Levine(1) 9,000,000 90.7%
Paul E. Levine (2) 518,000 5.2%
All Executive Officers 9,000,000 90.7%
and Directors as a
Group (1 Person)
Other Shareholders 402,000 4.0%
</TABLE>
- -----------------------------
(1) The address is 1200 Ocean Boulevard, # 813, Boca Raton, Florida 33432.
(2) The address is 19727 Oakbrook Circle, Boca Raton, Florida 33434.
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. On October 2, 1997,
Mr. Levine transferred without consideration 518,000 shares of Common Stock to
Mr. Paul W. Levine, his father, 100,000 shares of Common Stock to Mrs. Kimberly
Levine, his sister, 72,000 shares of Common Stock to Mrs. Arlene Hoffer and
100,000 shares of Common Stock to Mr. John Byler, both of whom are friends and
business associates of Mr. Todd Levine.
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.
11
<PAGE>
(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)
99.1 Form of Reconfirmation Offer (incorporated by reference
to 1996-1997 Registration Statement)
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<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 20th day of February 1998.
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 February 20, 1998
Todd E. Levine
13
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Financial Statements
December 31, 1997
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Financial Statements
INDEX
Independent Auditor's Report 1
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Shareholders' Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
<PAGE>
FISKE & COMPANY LETTERHEAD
Board of Directors
IMV Lease/Capital, Inc.
Boca Raton, Florida
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of IMV Lease/Capital, Inc. (A
Development Stage Company) as of December 31, 1997, and the related statements
of operations, stockholders' equity and cash flows for the two years ended
December 31, 1997, and from October 14, 1994 (Inception) to December 31, 1997.
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, 1997, and the results of its
operations, changes in its stockholders' equity and its cash flows for the two
years ended December 31, 1997 and from October 14, 1994 (Inception) to December
31, 1997, in conformity with generally accepted accounting principles.
/S/ FISKE & COMPANY
- --------------------
FISKE & COMPANY
Hollywood, Florida
February 6, 1998
1
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Balance Sheet
December 31, 1997
Assets
Current Assets:
Cash $ 4,015
-------------
Total Assets $ 4,015
=============
Liabilities and Capital Deficiency
Current Liabilities:
Accounts payable $ 5,926
Payable to related company 743
Payable to stockholder 5,038
-------------
Total current liabilities 11,707
-------------
Capital Deficiency:
Common stock, $.001 par value -
100,000,000 shares authorized, 9,920,000
shares issued and outstanding 9,920
Preferred stock, $.001 par value
20,000,000 shares authorized, no shares issued and
outstanding -
Additional paid-in capital 18,983
Deficit accumulated during the development stage (36,595)
-------------
Net capital deficiency (7,692)
-------------
Total liabilities and net capital $ 4,015
=============
See accompanying notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statement of Operations
For the Year Ended Period from October 14,
December 31, 1994 (Date of Inception)
1997 1996 to December 31, 1997
---- ---- -------------------------
<S> <C> <C> <C>
Revenues
Interest income $ 2,024 $ 2,895 $ 4,985
Expenses
General and administrative 12,148 29,042 41,580
------------- ------------- -------------
Net loss $ (10,124) $ (26,147) $ (36,595)
============= ============= =============
Net loss per share $ - $ -
============= =============
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
Common Deficit
Stock Accumulated
---------------------- Additional During the
Paid-in Development
Shares Amount Capital Stage Total
------ ------ ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
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
Redemption of Common Stock
issued in Public Offering,
March 14, 1996 (Net of $3,000
in related costs) (100,000) (100) (96,900) - (97,000)
Forgiveness of debt - - 19,003 - 19,003
Issuance of Common Stock 20,000 20 (20) - -
Net Loss - - - (10,124) (10,124)
---------- ------------ --------- ------------- ------------
Balance, December 31, 1997 9,920,000 $ 9,920 $ 18,983 $ (36,595) $ (7,692)
========= ============ ========= ============= ===========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Statement of Cash Flows
For the Year Ended From October 14, 1994
December 31, (Date of Inception) to
1997 1996 December 31, 1997
---- ---- ----------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (10,124) $ (26,147) $ (36,595)
Adjustments to reconcile net loss to net
cash used by operating activities
(Increase) decrease in prepaid expenses - 1,000 -
Increase in accounts payable 4,366 19,563 24,929
Increase in payable to related company 743 - 743
-------------- ---------------- ---------------
Net cash used by operating expenses (5,015) (5,584) (10,923)
-------------- ---------------- ---------------
Cash flows from financing activities:
Issuance (redemption) of common stock (100,000) 100,000 9,900
Deferred offering costs 3,000 - -
Stockholder loan payable 3,019 2,019 5,038
(Increase) decrease in restricted cash 100,000 (100,000) -
-------------- ---------------- ---------------
Net cash provided by financing activities 6,019 2,019 14,938
-------------- ---------------- ---------------
Net increase(decrease) in cash 1,004 (3,565) 4,015
Cash at beginning of period 3,011 6,576 -
-------------- ---------------- ---------------
Cash at end of period $ 4,015 $ 3,011 $ 4,015
============== ================ ===============
</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities
In 1997, the company issued 20,000 shares of common stock without consideration.
In 1997, 100,000 shares of common stock were transferred by the principal
stockholder, to a creditor in consideration for $19,003 for serviced rendered.
Accordingly, $19,003 was reclassified from accounts payable to additional
paid-in capital.
See accompanying notes to financial statements
5
<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 were 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 were returned to investors and the common stock
issued was canceled. In connection with this, the Company issued 20,000 shares
of common stock to the investors without consideration.
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.
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
were expensed in 1997 upon the return to investors of funds raised in the public
offering.
6
<PAGE>
IMV LEASE/CAPITAL, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 5 - Income Taxes
The Company has a net operating loss carry forward of approximately $36,500,
that expires as follows:
December 31,
-----------
2010 $ 300
2011 26,100
2012 10,100
--------
$ 36,500
========
NOTE 6 - Common Stock
In 1997, 100,000 shares of common stock were transferred from the principal
stockholder to the company's lawyers in consideration for $19,003 for services
rendered. In connection with this, $19,003 was reclassified from accounts
payable to additional paid-in capital.
7
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1995
<PERIOD-END> SEP-01-1994
<CASH> 4,015
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,015
<CURRENT-LIABILITIES> 11,707
<BONDS> 0
0
0
<COMMON> 9,920
<OTHER-SE> (17,612)
<TOTAL-LIABILITY-AND-EQUITY> 4,015
<SALES> 0
<TOTAL-REVENUES> 2,024
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,148
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,124)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
