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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended June 30, 1997
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
COMMISSION FILE NUMBER 0-9185
MEDCO HEALTH CORPORATION
(FORMERLY WILLISTON OIL CORPORATION)
NEVADA 22-1934084
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
532 SYLVAN AVENUE
ENGLEWOOD CLIFFS, NEW JERSEY 07632
(Address of Principal executive offices) (Zip Code)
(201-541-8444)
(Registrant's telephone number, including area code)
SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
NONE
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
CLASS A COMMON STOCK, $.001 PAR VALUE
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [ ] No [ ]
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and if no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
$142,300.00
(Issuer's revenues for its most recent fiscal year).
(Aggregate market value of the voting stock held by non-affiliates of
Registrant)
40,140,143 SHARES CLASS A COMMON STOCK, $.001 PAR VALUE
1,250,000 SHARES CLASS B COMMON STOCK, $.001 PAR VALUE
(Number of shares outstanding of each of the Registrant's classes of common
stock, as of August 7, 1997)
Transitional Small Business Disclosure Format (check one)
Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
INTO PART I
Annual Report on Form 10-K of Registrant for
the year ended June 30, 1981
Annual Report on Form 10K of Registrant for
the year ended June 30, 1996
Current Reports on Forms 8-K of Registrant
Dated: May 11, 1981
July 1, 1981
October 13, 1981
October 20, 1981
November 16, 1981
PART I
ITEM 1. BUSINESS
RECENT DEVELOPMENTS
Since the "reverse acquisition" of its wholly-owned subsidiary, Medco
Health Corporation, in January of 1996, the Company's principal business
activities were the marketing and distribution of medical equipment and supplies
until approximately January of 1997. After January of this year; the Company has
concentrated its resources on completing its clinical laboratory. Health care is
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one of the largest industries in the world and continues to grow as new
products, devices, procedures, and techniques are developed. According to
industry estimates, the physician office site segment of the health care
industry represents a $6.6 billion market estimated to be growing at 8% to 12%
annually. The Company intends to extend its operations to include the
establishment and operation of a clinical laboratory and a diagnostic imaging
facility. To accomplish the foregoing, the Company will require additional
funding in an approximate amount of $3,500,000, which it intends to raise by
means of secured loans from banks and other lending institutions. The Company
currently has commitments from DVI Capital for a $1,185,000 loan, from Toshiba
for a $935,000 loan, and from Pan Asian Bank for a $270,000 loan. There can be
no assurance that the Company will, in fact, be able to raise the additional
financing required and actually expand its operations as contemplated. While
such proposed activities are discussed in this report, there can be no assurance
that the Company will, in fact, be successful in establishing and commencing
operation of either of its proposed new businesses. A failure on the part of the
Company to raise at least $3,500,000 in additional financing will have a
material adverse effect upon its financial position and prospects and its
ability to continue in business. The Company's existing medical equipment and
supplies business and its proposed clinical laboratory and diagnostic imaging
businesses are discussed separately, below.
The Company held a meeting of its shareholders, pursuant to an information
statement conforming to the requirements of Schedule 14A of the Securities
Exchange Act of 1934, as amended (the "34 Act"), and changed its corporate name
to Medco Health Corporation. For a discussion of the Company's corporate history
prior to the Medco Acquisition and its former oil and gas mining business, see
the discussion, below, in this Item I under the subcaption, "Historical
Background".
EXISTING AND PROPOSED BUSINESS OPERATIONS
MARKETING AND DISTRIBUTION
OF MEDICAL EQUIPMENT AND SUPPLIES
OVERVIEW
The Company was engaged in the business of marketing and distributing
medical equipment and supplies and is currently engaged in the business of
services for the clinical laboratory and radiology. The Company sold a broad
range of medical supplies which included over 500 items in stock, such as
various types and sizes of paper goods, needles and syringes, gauze and wound
dressings, sutures, latex gloves, orthopedic soft goods and casting products,
wood tongue blades and applicators, sterilization and intravenous solutions, and
specimen containers. Its equipment lines included X-Ray machines, scales, blood
chemistry analyzers, examination tables and furniture, electrocardiograph
monitors, cardiac stress systems, holter monitors, as well as sophisticated
diagnostic equipment. The Company ceased selling medical supplies and equipment
in approximately January of 1997, except for the sale of one EKG and Stress
Testing Machine. This was due to the length of time required to collect its
receivable. Since January of 1997, the Company had devoted its resources to
establishing a clinical laboratory in Englewood Cliffs, New Jersey.
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PRODUCTS AND DELIVERY
The Company has since January of 1997 devoted its resources to
establishing a clinical laboratory. Once the laboratory is complete, the
Company will provide a full range of laboratory testing services.
The Company distributed over 500 different products manufactured by
approximately 200 manufacturers. The Company in the past experienced difficulty
maintaining good relations with its vendors because its limited financial
resources prevent it from paying its bills on a timely basis. Also, there was a
great time log in collecting its accounts receivable from the Company's medical
supply business. Thus, since January of 1997, the Company ceased selling medical
supplies and equipment except for the sale of one machine.
SALES AND MARKETING
During the fiscal year ended June 30, 1997, all of the Company's revenues
came from the sale of medical equipment specifically the Company sold one EKG
and Stress Testing Machine.
CUSTOMERS
During the fiscal year ended June 30, 1997, the Company's customer for the
sale of the EKG and Stress Testing Machine was New Jersey Medical Group in Fort
Lee, New Jersey.
PROPOSED ESTABLISHMENT AND OPERATION OF
A CLINICAL LABORATORY AND DIAGNOSTIC IMAGING FACILITY.
OVERVIEW
The Company intends to establish and operate a clinical laboratory and
diagnostic imaging facility in northern New Jersey. It has entered into a
twenty-year lease with Ferolie Realty Associates, L.L.C., for the premises
located at 532 Sylvan Avenue, Englewood Cliffs, New Jersey 07632. The said
premises consist of an entire office building comprising 8,000 square feet,
together with the underlying land and parking area which include parking spaces
for twenty-seven vehicles (See Item 2-Properties and Equipment). The Company has
renovated the premises in order to establish a clinical laboratory and a
diagnostic imaging facility.
The Company estimates that it will cost approximately $3,500,000 to
complete the renovations to the premises and purchase the necessary equipment
for both the diagnostic imaging and clinical laboratory facilities. The Company
intends to borrow the funds it requires from various financial institutions
through secured loan agreements. To date, the Company has secured commitments
for the necessary loans from DVI Capital, Toshiba and Pan Asian Bank. The
Company cannot give any assurance that it will be able to obtain additional
commitments to complete the renovations and purchase the equipment.
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THE CLINICAL LABORATORY
Laboratory tests are used generally by physicians and other health care
providers to diagnose and monitor diseases and other medical conditions through
the detection of substances in blood, tissue and other specimens. Laboratory
testing is generally categorized as either clinical testing, which is performed
on bodily fluids including blood and urine, or anatomical pathology testing,
which is performed on tissue and other samples. Clinical and anatomical
pathology tests are frequently performed as part of regular physical
examinations and hospital admissions in connection with the diagnosis and
treatment of illnesses. The most frequently requested tests include blood
chemistry analyses, blood cholesterol level tests, urinalyses, blood cell
counts, PAP smears, AIDS tests and alcohol and other substance-abuse tests.
PROPOSED OPERATING STRATEGY
If the Company is successful in raising the additional financing to
develop and establish a clinical laboratory facility, and is able to commence
operation thereof, its primary goal will be to become a leading regional
provider of high quality, cost-efficient clinical laboratory testing services to
a diversified group of clients and payer sources. While there can be no
assurance that the Company will raise the additional financing to implement any
of the following strategies, should it do so, it intends to:
Provide a Full Range of Laboratory Testing Services. The Company intends
to perform a full range of routinely prescribed tests in various medical
areas internally and to use outside sources for more esoteric procedures
for which it may not have the required expertise or specialized equipment.
Deliver a High Level of Responsiveness. The Company intends to commit
itself to providing its customers with the highest level of responsiveness
in the reporting of testing results. The industry standard is for test
results to be communicated to the requesting physician by the next
business day. The Company intends to strive to meet such standards at all
times.
Deliver Quality Services at Competitive Prices. The Company intends to
strive to provide quality testing services in a cost-effective manner at
competitive prices. The Company acknowledges however that as a new
facility, it will be at a disadvantage insofar as developing a high enough
value of test procedures to realize volume/cost savings. It notes however
that in the event that it raises the required financing, it has budgeted
approximately $3,000,000 for the purchase of the most advanced
state-of-the-art automated testing equipment and management information
systems. It intends to retain experienced, high quality sales and
technical personnel.
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PROPOSED LABORATORY TESTING SERVICES
The Company intends to offer clinical laboratory tests which measure
the levels of chemical and cellular components in human body fluids and tissue.
Such tests include procedures in the areas of blood chemistry, hematology, urine
chemistry, immunology, virology, serology, histology, microbiology,
endocrinology and cytology. Management believes that the great bulk of revenues
from its proposed clinical laboratory operations will be generated by commonly
ordered individual tests such as red and white blood cell counts, PAP smears,
and procedures for the measurement of blood glucose levels and the determination
of the existence of pregnancy.
Management believes that there are approximately 1,250 tests available in
the industry today, of which approximately 50% are generally considered to be
routine. Such routine tests include, among others, tests to determine the
function of the kidney, heart, liver and thyroid, as well as other organs, and a
general health screen that measures several important body health parameters.
Many of the tests which fall into the "routine" category require sophisticated,
computerized laboratory testing equipment and experienced and knowledgeable
technicians. Management believes that initially the Company will have the
facilities and personnel to perform approximately 50% of such tests and that by
three months it will be able to perform at least 95% of such tests. Given the
financial and personnel resources required, however, there can be no assurance
at this time that the Company will be able to process such a high percentage of
even routine tests upon commencement of its clinical laboratory operations, if
such commencement actually occurs.
PROPOSED CLINICAL LABORATORY OPERATIONS
The Company has formulated a plan of operations for the clinical
laboratory. The plan of operations includes, among other things, the delivery or
pick-up of samples, the delivery of test results, the maintenance of records of
tests results, billing procedures, and storage of patient records. However, the
Company can give no assurance that it will be able to obtain the additional
financing, and therefore, proceed with the foregoing objectives.
COMPETITION - CLINICAL LABORATORY
The clinical laboratory testing industry in northern New Jersey is
highly competitive. If the Company is successful in establishing its proposed
facility, it will face competition from numerous independent clinical
laboratories, physician-owned laboratories and hospital laboratories. Not least,
it will face intense competition from major nation-wide and regional clinical
laboratory chains with established reputations and volume/cost savings not
available to the Company. Such major potential competitors include Corning
Metpath, LabCorp, Bioreference, and Smith-Kline. Virtually all of the Company's
potential competitors in this field are larger and have substantially greater
resources than the Company in terms of finances, reputation, experience,
established customer relationships and personnel. In the event that the Company
establishes its own clinical testing facility and is able to commence operations
thereof, it intends to compete primarily on the basis of quality and service,
with a particular emphasis on accurate and rapid reporting of test results and
responsiveness to customers at a discounted price.
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Given the advantages possessed by its potential competitors in this field,
the Company is unable to state whether it will be able to raise the additional
financing required to establish its own clinical laboratory facility and
commence its operation or, in the event that it is able to do so, whether it
will be able to compete successfully in this field so as to become profitable.
DIAGNOSTIC IMAGING FACILITY
PROPOSED ESTABLISHMENT AND OPERATION
The Company plans to establish and operate a facility which would provide
diagnostic imaging services, on an outpatient basis, for physicians, managed
care providers, and hospitals. These services would include magnetic resonance
imaging ("MRI"), computed tomography ("CT"), nuclear medicine, and ultrasound as
well as X-Ray imaging.
Medical diagnostic imaging systems facilitate the diagnosis of disease
and disorders at an early stage, often minimizing the amount and cost of care
needed to stabilize or cure the patient and frequently obviating the need for
invasive diagnostic procedures, such as exploratory surgery. Diagnostic imaging
systems are based on the ability of energy waves to penetrate human tissue and
generate images of the body which can be displayed either on film or on a video
monitor. Imaging systems have evolved from conventional X-ray to the advanced
technologies of MRI, CT, nuclear medicine and ultrasound. The use of these
technologies has grown significantly in the United States during the last
several years due to increasing acceptance by physicians of the value of
diagnostic imaging technologies in the early diagnosis of disease, the expanding
applications of MRI and ultrasound (partially because they do not involve X-ray
radiation) and the growing patient base attributable to an aging population.
The Company has formulated a plan of operations for the diagnostic
imaging facility. The plan of operations, includes, among other things, the
taking of tests, the delivery of test results, the maintenance of records of
tests results, billing procedures, and storage of patient records.
The Company will attempt to select equipment that will remain commercially
viable for the duration of its financing term. Technology, however, as it
relates to MRI and CT has advanced, and may continue to advance rapidly. This
will subject the Company's equipment to the risk of obsolescence and
deterioration of fair market value.
The Company will have to assume the risk that revenues generated through
utilization of its equipment will be sufficient to meet its financial
obligations to lenders and lessors who provide financing for the equipment. The
Company will attempt to finance its acquisition of equipment on terms which will
match the amortization period of such financial obligations to a reasonable
estimate of its cash flow during such period. The Company may not be able to do
so unless it is able to achieve a sufficient level of business and cash flow
quickly. Given the start up nature of the Company's business, however, it may be
difficult or impossible to do so and such failure over a sustained period of
time could lead to insolvency.
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COMPETITION - DIAGNOSTIC IMAGING
The healthcare industry in general, and the market for medical diagnostic
imaging services in particular, are highly competitive. If the Company is able
to finance, establish, equip, and commence operations of a diagnostic imaging
facility, it will compete for patients with hospitals, managed care groups and
other diagnostic medical centers as well as physician groups and other providers
of medical diagnostic imaging services. All of such competitors have
substantially greater resources than the Company in terms of finances,
experience, and personnel.
QUALITY ASSURANCE
Various federal and state laws, provide for the certification and
regulation of clinical laboratories and diagnostic imaging facilities, including
those operated by the Company. Virtually all clinical laboratories and
diagnostic imaging facilities are subject to the jurisdiction of the United
States Department of Health and Human Services ("HHS"), which has established
national standards for assuring the quality of laboratory and imaging facility
performance. Failure to meet such standards and comply with regulatory
requirements could result in denial or cancellation of the laboratory's and
diagnostic imaging facility's approval to receive Medicare payments and/or the
suspension, revocation, or limitation of its license.
It is the Company's intention to develop high standards for its clinical
testing and radiology operations . To do so, it intends to establish a quality
assurance program to govern all aspects of its test procedures. The goal of such
program will be to ensure that specimens are collected and transported properly,
tests are performed accurately and thoroughly, and all information respecting
the client, patient and test results are reported, billed and filed correctly.
Normally, clinical laboratory quality assurance programs include testing of
specimens of known concentration or reactivity in order to ensure accuracy and
precision of test results, routine checks and preventive maintenance of
laboratory testing and radiology equipment, and administration of proficiency
tests intended to ensure that only qualified personnel perform testing.
The Company is required to have the clinical laboratory, all
laboratory personnel and radiological technicians licensed by the State of New
Jersey and New York (See Item 1, Subcaption "Certification and Licenses"). It is
the Company's intention to have both the clinical laboratory and diagnostic
imaging facility accredited by the State of New Jersey and New York. This
accreditation is mandatory. The accreditation will involve inspections and/or
testing of the lab and/or its personnel. Certification by Medicare and Medicaid
is also required.
The Company is already licensed by the State of New Jersey for a
Certificate of Need for MRI testing. Once the laboratory is completed, the
Company will be eligible for and will apply for all necessary licensing.
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PROPOSED CLIENTS AND PAYERS
If the Company is able to establish its proposed clinical laboratory and
diagnostic imaging facilities, it intends to market its services to office-based
physicians, acute-care hospitals, HMOs and managed care entities.
If the Company is successful in enlisting such customers, it will receive
payment for its services directly from them as well as from patients and
third-party payers such as insurance companies, Medicare, and Medicaid. At this
time, the Company is unable to predict the percentage of
Medicare/Medicaid/Private Insurers.
Important factors in determining the profitability of any clinical
laboratory and diagnostic imaging facility include but are not limited to: (i)
the percentage of its net revenues billed at wholesale rates; (ii) regulatory
requirements; and (iii) cost-containment efforts on the part of payers. In
existing clinical laboratory operations, fees for clinical laboratory testing
services rendered for physicians are typically charged on a fee-per-test basis
and are billed to the physician, directly to the patient, to an HMO, or to
Medicare or Medicaid. In existing diagnostic imaging facilities, fees for tests
are typically charged on a fee-per-test basis or in some instances on the number
of images taken, such as x-rays. Typically, if the patient is billed directly,
laboratories and imaging facilities will charge their own "patient" (or
"retail") fees. When the physician is billed, laboratories and imaging
facilities typically make such billings at discounts from their retail fee
schedules. Third-party payers generally reimburse clinical laboratories and
diagnostic imaging facilities in accordance with their own fee schedules. Third
party payer reimbursement schedules normally reflect prices which are lower than
the laboratory's and imaging facility's own retail fee schedule. Once the
Company is successful in establishing a clinical laboratory and a diagnostic
imaging facility and commencing operations thereof, it will endeavor to market
its testing services principally to doctors, hospitals and clinics and it
believes that if it is successful in enlisting such customers it will be
profitable within approximately 6 months. There can however be no assurance at
this time that the Company will be able to achieve any of the foregoing.
Medicaid and Medicare Reimbursement Reforms
The entire health care industry is undergoing significant change. While
all third party payers are attempting to increase their control over the cost,
utilization and delivery of health care services, budgetary pressure on the
federal and state governments has led to calls for significant cutbacks in
reimbursement under the Medicare and Medicaid programs. Reductions in the
reimbursement rates of other third-party payers are also occurring. The Company
cannot predict the effect that ongoing and unpredictable health care reforms or
changes in reimbursement practices may have on its ability to either develop and
commence operations of its proposed clinical laboratory and diagnostic imaging
facility or, if such development is achieved, to operate such laboratory and
facility at profitable levels. Accordingly, even if the Company is able to raise
the financing for, and successfully establish a clinical laboratory and
diagnostic imaging facility, there can be no assurance that third party payer
cost containment programs and cutbacks in levels of reimbursements by such third
party payers would not have a material adverse effect on the Company.
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Fees for laboratory testing and diagnostic imaging services to be
reimbursed by Medicare or Medicaid are required to be billed to Medicare or
Medicaid directly and the provider is required to accept Medicare or Medicaid
reimbursement as payment in full. In 1984, Congress established a reimbursement
fee schedule for clinical laboratory testing and diagnostic imaging performed
for Medicare beneficiaries (excluding hospital in-patients). Over the years,
Medicare has reduced its reimbursement rates, from 115% of the nationwide median
of local fee schedule rates for each test in 1986 to 100% in 1996. Such
reductions in Medicare reimbursement rates have been offset to some extent by
increases in both the national cap and local fee schedules tied to the Consumer
Price Index ("CPI"). However, laboratory fee increases tied to the CPI were
limited to 2% for each of the years 1991, 1992 and 1993, and were eliminated
entirely for fiscal 1994 and 1995, only to be reinstated for 1996 and 1997. The
effect of reduced reimbursement rates on revenues from the Company's proposed
clinical laboratory operations could be significant.
Certification and Licenses
The federal government and the State of New Jersey impose various
certification and licensure obligations on clinical laboratory and diagnostic
imaging companies. The applicable certification and licensure programs establish
standards for the day-to-day operation of a clinical laboratory and diagnostic
imaging facility including, among other things, the training and skills required
of personnel and quality control. Compliance with such standards is verified by
periodic inspections by inspectors representing the appropriate federal or state
regulatory agencies. In addition, federal and state law mandates proficiency
testing, which involves testing of control and comparison of actual results with
established standards.
The Company is already licensed by the State of New Jersey for a
Certificate of Need for MRI testing. Once the laboratory is complete, the
Company will be eligible for and will apply for all necessary licensing.
Restrictions on Self-Referral
Both the federal government and most states have enacted legislation which
prohibits clinical laboratories and diagnostic imaging facilities from billing
for laboratory tests, x-rays and MRI's if the physicians ordering the test,
x-ray or MRI (or an immediate relative of the physician) has a direct or
indirect ownership or investment interest in, or compensation agreement with,
the laboratory or facility. Section 1877 of the Social Security Act, commonly
known as the "Stark Bill," which became effective January 1, 1992, generally
prohibits a clinical laboratory and diagnostic imaging facility from billing for
tests covered by Medicare or Medicaid if the physician ordering the test (or an
immediate relative of such physician) has a direct or indirect ownership or
investment interest in, or compensation arrangement with, the laboratory or
facility. Congress has considered legislation that would extend this prohibition
to preclude laboratories and facilities from billing for services rendered to
any patient if the services were rendered on referral from a physician with a
financial relationship to the laboratory or facility, unless an exception
applied. Ownership interests would include ownership of shares of Common Stock.
It does not appear that there is an exception from the Stark Bill for which the
Company will qualify. This means that physicians who own stock in the Company
will not be able to utilize the Company's laboratory services if the
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Company is successful in establishing and commencing operation thereof. In the
event that a public market for the shares of the Company's common stock develops
and the stock is traded publicly, it may not be possible fully to comply with
the Stark Bill on an ongoing basis.
Individuals or entities who are found to have violated the Stark
Bill may be subject to severe monetary civil penalties and possible exclusion
from the Medicare and State Medicaid programs. Items or services which are
billed and paid for in violation of the Stark Bill are subject to refund.
Unlike the Stark Bill as presently enacted, state laws, generally apply
regardless of who will pay for the ordered service. If New Jersey, or any other
state in which the Company may establish a clinical laboratory enacts such
legislation, the Company will not able to bill third-party payers for service
performed on referral from financially related physicians, even if the service
is not to be paid for by Medicare or State Medicaid.
Prohibitions on Mark-up of Laboratory Services
Some states have enacted legislation which prohibits those subject to
its provisions from marking up charges for any clinical laboratory or diagnostic
imaging services not actually rendered by the clinical laboratory, diagnostic
imaging facility, physician or other health care provider, unless the additional
charge is for a service actually rendered to the patient by the person billing
for the service and is itemized in the bill. New Jersey has not enacted such
legislation.
Fraud and Abuse Laws
Clinical laboratories and diagnostic imaging facilities participating
in the Medicare and Medicaid programs are subject to a wide variety of laws
intended to eliminate the effects of fraud and abuse on these programs. These
laws include prohibitions on: (a) submitting false claims or false information
to the programs; (b) deceptive or fraudulent conduct; (c) the provision of
excessive or unnecessary services, or services at excessive prices; and (d)
inducing the referral of program patients through the offer or receipt of
remuneration, a prohibition often referred to as the "anti-kickback statute."
Penalties for violation of these federal laws include exclusion from
participation in the Medicare and Medicaid programs, asset forfeitures, civil
monetary penalties and criminal penalties. Civil penalties for a wide range of
offenses may include fines of up to $2,000 for each item or service plus twice
the amount claimed for such service, and exclusion from participation in the
Medicare and Medicaid programs. These provisions have been liberally interpreted
and aggressively enforced by the relevant enforcement authorities. In addition,
the federal "whistleblower" statute permits private litigants to bring a "qui
tam" action on behalf of the United States government in connection with the
submission of allegedly false claims. The Department of Justice is required to
investigate claims raised by such qui tam litigants, who are entitled to receive
a percentage of any recoveries obtained in the action they initiate.
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Infectious and Hazardous Waste
Certain federal and state laws govern the handling and disposal of
infectious and hazardous wastes. Companies which fail to comply with such laws
are subject to fines, criminal penalties and/or other enforcement actions.
Protection of Workers.
Pursuant to the Federal Occupational Safety and Health Act, laboratories
have a general duty to provide a workplace to their employees that is safe from
hazard. Over the past years, the Occupational Safety and Health Administration
("OSHA") has issued rules relevant to certain hazards that are found in the
laboratory and in the diagnostic imaging facility. In addition, OSHA has adopted
regulations applicable to protection of workers from blood-borne pathogens.
Failure to comply with any final standard relating to blood-borne pathogens,
other applicable OSHA rules or with the general duty to provide a safe workplace
could subject an employer, including a laboratory employer, to substantial fines
and penalties. The storage, use and disposal of radioactive materials in nuclear
medicine is subject to regulation by Federal and State governmental authorities,
including the United States Food and Drug Administration, the Department of
Health and Human Services, the Health Care Finance Administration ("HCFA"), and
the Nuclear Regulatory Commission ("NRC").
GOVERNMENT REGULATION
The operation of a clinical laboratory and diagnostic imaging business is
subject to complex federal and state regulation and the governmental and
third-party payer reimbursement system for clinical laboratory and diagnostic
imaging services is complex and subject to variances among payers and to
variances in interpretation of billing regulations and guidelines. The Company
intends its initial clinical laboratory and diagnostic imaging operations to be
conducted in the State of New Jersey, it will therefore be subject to all
applicable federal and New Jersey state regulations. To the extent that the
Company's proposed clinical laboratory and diagnostic imaging businesses operate
in any other state, such operations will be subject to the additional
regulations thereof. The Company intends, in the event that it is successful in
establishing a clinical laboratory and a diagnostic imaging facility and
commencing the operations thereof, to engage special health care counsel to
assist it in developing a compliance program meeting the requirements of the
applicable federal and state guidelines. Some applicable regulations will
include, but not be limited to the following:
Certificate-of-Need Programs. The Company is affected by
Certificate-of-Need ("CON") programs implemented in a number of states and
by existing governmental regulations regarding expenditures for medical
technology by hospitals and other healthcare facilities. CON programs vary
considerably from state to state. CON agencies primarily control the
distribution and physical allocation of technological equipment among
healthcare institutions, frequently determining which institutions may
acquire new technologies. Such determinations are based on broad concepts
of
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"need", using various criteria and weighing the relative need demonstrated
by competing CON applicants to ensure the equitable allocation of new
technology among hospitals and other healthcare facilities. The Department
of Health and Senior Services of the State of New Jersey approved Medco
Health Corporation's Certificate-of-Need application for the acquisition
of magnetic resonance imaging/nuclear magnetic resonance (MRI) equipment
to be located in Englewood Cliffs, New Jersey. The Certificate of Need was
approved on July 9, 1996 and expires on July 9, 2001.
HISTORICAL BACKGROUND OF THE COMPANY
GENERAL
The Company was incorporated in Nevada on October 6, 1971 as Williston Oil
and Development Corporation. Through a merger with a Delaware corporation of the
same name, it acquired certain leasehold interests and drilling equipment. On
July 6, 1979, the Company's name was changed to Williston Oil Corporation. On
April 14, 1997, the Company's name was again changed, this time to Medco Health
Corporation. The Company was engaged in the business of drilling wells for the
production of natural gas and, to a lesser extent, oil and other hydrocarbon
substances from 1977 until March 1, 1993, when it ceased all business
operations. It commenced bankruptcy proceedings on June 27, 1983 and emerged
therefrom on February 7, 1992. For a more detailed discussion of such bankruptcy
proceedings, see "Bankruptcy Proceedings", below, in this Item I. The Company
did not engage in any business or other activities of any kind between March 1,
1983 and January 16, 1996, when it acquired Medco Health Corporation ("Medco"),
in exchange for twenty-four million (24,000,000) new shares, which constituted
upon their issuance, 65.40428% of its currently issued and outstanding common
stock. For a more detailed discussion of the recent changes in the control of
the Company which resulted in the "reverse acquisition" of Medco, see "Recent
Changes in Control" and "Reverse Acquisition of Medco", below, in this Item I.
DISCONTINUED OIL AND GAS DRILLING BUSINESS
From its inception in July of 1971 until March 1, 1983, the Company was in
the business of drilling wells for the production of natural gas, and to a
lesser extent, oil and other hydrocarbon substances in the United States,
primarily in the State of Ohio and, to a lesser degree, in Kansas. In most
instances, the Company performed services as the operating company or as the
drilling contractor in gas and oil drilling activities, while other parties
furnished funds for the drilling of the wells, primarily in the form of limited
partnerships in which the Company was the general partner. Typically, the wells
drilled, if productive, were operated by the Company. The Company carried on the
foregoing business activities through three wholly-owned subsidiaries, Williston
Drilling, Inc., Hydrocarbons Management, Inc., and Williston Pipeline
Corporation. A fourth wholly-owned subsidiary, Futura Fuels, Inc. ("Futura") was
the lessee of certain coal rights in Bell County, Kentucky. The last annual
report on Form 10-K filed by the Company prior to the filing of this report, was
for the fiscal year ended June 30, 1981 (the "1981 10-K"). The discussion of the
Company's business contained in Item 1 thereof, under the subtitle "Oil and Gas
Business", indicates that Futura had subleased part of its coal rights, that its
lessor had attempted to cancel its
13
<PAGE> 14
lease, and that its subleasee had given notice of its intent to exercise its
option to re-sell its sublease back to Futura. At the time the 1981 10-K was
filed, Futura was in litigation with the lessor in an attempt to re-establish
its position as lessee. The defendant lessor filed a petition for reorganization
under Chapter 11 of the U.S. Bankruptcy code and, unable to regain possession of
the coal rights in issue, the Company eventually (in 1993) dropped the claim. As
a result of the Company's inability to re-establish itself as lessee of the said
coal mining rights, the Company's subleasee brought a successful action against
the Company which resulted in a judgment against the Company in the amount of
$250,000.
The Company's current management has been informed by the Company's former
president that in and around 1981 and 1982, there was a significant upheaval
throughout the entire natural gas industry as a result of severe changes in
market conditions due to an unanticipated and substantial surplus of available
natural gas. As a direct result, the Company's financial position and prospects
suffered significant and irreversible declines, the specific key factors in
which were as follows:
1. During 1981, the Company borrowed 1.5 million dollars from a bank to
finance the construction of an 8-mile gas gathering pipeline. Such transaction
was based on a contract which the Company had obtained from Columbia Gas
Transmission Corporation ("Columbia"), pursuant to which Columbia had agreed to
buy the entire output of the projected pipeline. Projected revenues therefrom
were expected to be in the range of $7,600 per day. However, within thirty days
after the completion of the said pipeline and the commencement of gas drilling
operations connected therewith, Columbia imposed a moratorium on gas purchases
and thereafter Columbia never purchased any gas from the Company.
2. As a direct result of the foregoing, the bank which had lent the
Company the money to construct the pipeline called its loan, accelerating
payment of the entire principal amount. Without income from the anticipated
pipeline operations, Williston was unable to make any payments to the bank.
3. Prior to June 30, 1980, the Company had sold its drilling services
primarily to two customers, from which it received virtually all of its revenues
from such operations. During fiscal 1981 and 1982, relationships with both such
customers were terminated. As a direct result thereof, the Company's revenues
declined from $11,278,627 in fiscal 1980 to 1,157,675 in fiscal 1981. It should
be noted however that even at the higher revenue levels reached in fiscal 1980,
the Company's oil and gas operations were not profitable, with a loss from
operations recorded for fiscal 1980 in the amount of ($236,279).
4. One of the foregoing former major customers was indebted to the Company
at that time in an amount of approximately $520,000. The Company instituted
legal proceedings against them and they counter-sued for payment of a secured
loan which they had made to the Company in the amount of $137,000. Such loan had
been secured by certain gas rights leases and the Company's obligation to drill
additional wells pursuant to such leases. Additional collateral which the
Company had given for such loan was all of the stock of Williston Pipeline
Corporation, which owned the 8 mile gas pipeline discussed above. Because of the
events discussed above, the Company did not have the funds to drill the wells it
was obligated to drill nor the funds to pay any of its obligations.
14
<PAGE> 15
The ultimate result of the foregoing was that the Company was not able to
replace the income lost as a result of the loss of the two major customers nor
meet any of its financial obligations. Such circumstances, coupled with the
change in market conditions throughout the industry, forced the Company to file
a Voluntary Petition for Arrangement pursuant to Chapter 11, Title 11, as
discussed more fully, below, under the caption "Bankruptcy Proceedings".
BANKRUPTCY PROCEEDINGS
On July 12, 1983, the Company filed a Voluntary Petition for Arrangement
pursuant to Chapter 11, Title 11, United States Code, in the United States
Bankruptcy Court for the Southern District of Ohio (the "Ohio Court"); Case No.
2-83-02174. Thereafter the case progressed as follows:
1. At approximately the same time that the Company filed the foregoing
voluntary petition in the Ohio Court, on July 11, 1983, certain
creditors of the Company filed an involuntary petition in bankruptcy
pursuant to Chapter 11, Title 7, United States Code, the United
States Bankruptcy Court for the District of New Jersey (the "New
Jersey Court"); Case No. 83-04116DV.
2. On October 18, 1993, the New Jersey Court granted a motion of the
New Jersey involuntary petitioning creditors to transfer the Ohio
proceeding to the New Jersey Court and, at the same time, granted
the Company's motion to convert the involuntary Chapter 7 New Jersey
proceeding to a Chapter 11 proceeding.
3. On November 22, 1983, the Ohio Court ordered the entire Chapter 11
proceeding to be transferred to the New Jersey Court.
4. On September 26, 1986, the Company's plan of reorganization was
entered by Order of the New Jersey Court. In essence, after
payment of administrative expenses and priority claims, the plan
called among other things for the unsecured creditor body to be
paid fifty percent of their respective allowed claims. The
source of such payments was to have been one hundred percent of
the Company's post-confirmation normal revenues after expenses
and taxes during each fiscal year, with the proviso that such
annual payments were not to be less than $150,000 per fiscal
year, with reductions in that amount allowed: (i) for the payment
of administration expenses and (ii) under certain stated
circumstances.
5. On April 19, 1989, the official unsecured creditors committee
(the "Committee") submitted a Notice of Motion to Withdraw Order
of Confirmation of Plan and to Convert Proceeding to Chapter 7
Liquidation. In its application therefor, the Committee alleged
that the Company, and more particularly, its president, had
basically ignored all of their responsibilities under the plan in
that they had turned over approximately $21,000 to their counsel
as the entire net proceeds of the Company's post-confirmation
operations and its conclusion that the Company was completely
unable and unwilling to carry out the terms of the order
confirming the plan and that there was no reasonable likelihood
that circumstances would change for the better.
15
<PAGE> 16
6. On June 5, 1989, the Committee's motion to withdraw the order of
confirmation of the plan and to convert the proceeding to a Chapter
7 liquidation was granted.
7. On February 7, 1992, the New Jersey Court issued a final decree,
declaring the estate to have been fully administered and the case
closed.
CHANGES IN CONTROL OF THE COMPANY
Upon its emergence from Chapter 7 bankruptcy proceedings, as described
above, the Company had no assets or business operations. All other officers and
directors having resigned their positions prior to the Company's emergence from
bankruptcy proceedings, Dr. Joseph Territo was the Company's sole officer and
director. Commencing at that time, the Company's business plan was to seek one
or more potential business combinations that might merit the Company's
involvement. As a result of its complete lack of financial, managerial and other
resources, however, the number of promising potential businesses that were
available to the Company were extremely limited.
On August 14, 1995, Dr. Territo resigned his positions as sole officer and
director of the Company and Lorenzo Damiano filled the vacancies created by such
resignations. As sole director, Mr. Damiano increased the number of members of
the Company's board of directors to two and appointed Evelyn Figueroa to fill
the vacancy created thereby. Ms. Figueroa was also appointed to the position of
Secretary of the Company.
In a "reverse acquisition", on January 16, 1996, the Company acquired all
of the issued and outstanding stock of Medco Inc.("Medco"), a Nevada
corporation, from Fahim Sahraie, the sole shareholder, (the "Medco
Shareholders") in exchange for twenty-four million shares, constituting upon
their issuance, 65.40482% of the Company's issued and outstanding common stock,
pursuant to the terms of a reorganization agreement between the Company and
Medco (the "Medco Acquisition Agreement").
On October 5, 1995, Dr. Joseph Territo and Dr. Pauline Territo sold
1,250,000 shares of the Class B common stock of Williston Oil Corporation to
Sun Capital Corporation.
On January 16, 1996 Sun Capital Corporation ("Sun Capital") purchased a
total of 1,250,000 shares of the Class B Common Stock of the Company, which was
subsequently sold to the sole shareholder.
On January 16, 1996, the resignations of Mr. Damiano and Ms. Figueroa and
the appointment of the current management of the Company were effective,
pursuant to the requirements of Rule 14f-1 of the Securities and Exchange Act of
1934 (the "Exchange Act").
16
<PAGE> 17
ITEM 2. PROPERTIES AND EQUIPMENT
The Company's corporate headquarters are presently maintained at 532
Sylvan Avenue, Englewood Cliffs, New Jersey 07632.
The Company entered into an agreement on May 31, 1996 with Ferolie Realty
Associates, L.L.C., to lease the premises located at 532 Sylvan Avenue, in
Englewood Cliffs, New Jersey 07632. The said premises consist of the entire
office building comprising 8,000 square feet, together with the underlying land
and parking area which include parking spaces for twenty-seven vehicles. The
Company plans to renovate the premises in order to establish radiological
diagnostic facilities and clinical laboratory.(See Item 2-Properties and
Equipment). Under the terms of the lease, the Company is restricted to the
planned uses of the premises. The lease is for a twenty-year term commencing
July 1, 1996 and terminating June 30, 2016. Annual rent is fixed ("net rent") at
the rate of $96,000.00 for the first five years, payable in advance monthly
installments of $8,000.00. For Lease Years six through ten, the annual net rent
will be $96,000.00 multiplied by a factor, the numerator of which is the
Consumer Price Index ("CPI") for the month of June 2001, and the denominator of
which is the CPI for the month of June 1996. As used herein, CPI shall mean the
Consumer Price Index for the New York-Northeastern New Jersey area, issued by
the United States Department of Labor. For Lease Years eleven through fifteen,
the annual net rent will be $96,000.00 multiplied by a factor, the numerator of
which is the CPI for the month of June 2006, and the denominator of which is the
CPI for the month of June 1996. For Lease Years fifteen through twenty, the
annual net rent will be $96,000.00 multiplied by a factor, the numerator of
which is the CPI for the month of June 2011 and the denominator of which is the
CPI for the month of June 1996. In no event shall the factor be less than one
(1.00) for any year.
In addition to the above net rent, the lease provides for payment of
"additional rent" by way of, among other things, real estate taxes, water and
sewer charges, any license and permit fees necessary for the use of the
premises, and any other governmental charges relating to the premises.
The Company will be entitled to a net rate abatement in the amount of
$8,000.00 per month, up to a total amount of $32,000.00, provided that it is not
in default under the Lease. The abatement will be applied against the monthly
installments of the net rent due for the first four months of the term.
The Company does not lease or occupy any other properties.
ITEM 3. LEGAL PROCEEDINGS
The Company is unaware of any pending legal proceedings to which the
Company is a party or of which any of its assets is the subject. No director,
officer or affiliate of the Company, or any associate of any of them, is a party
to or has a material interest in any proceeding adverse to the Company.
There are no existing lawsuits against the company.
17
<PAGE> 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company submitted no matter to a vote of its security holders during
its fiscal year ended June 30, 1997.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is no market for the Company's common stock, $.001 par value, and
there has been none since 1983. In the event that a market for the common stock
of the Company should develop, initial trading will be in the over-the-counter
market. In such event, the Company will endeavor to take all action necessary to
have the trading of the stock quoted on the OTC Bulletin Board of the National
Association of Securities Dealers Inc.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following is management's discussion and analysis of significant
factors which have affected the Company's financial position and operations
during the fiscal year ended June 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The activities of the Company since its inception on July 1, 1994 until
the present have been financed by sources other than operations. Such financing
was principally provided by various bank loans and the sale of securities in
private transactions.
In August of 1997, the Company borrowed $270,000.00 from Pan Asian Bank in
Fort Lee, New Jersey. This loan was secured by the personal residence of the
President and majority stockholder, Fahim Sahraie. The proceeds were used for
renovations at 532 Sylvan Avenue, Englewood Cliffs, New Jersey, and for the
purchase of the medical equipment for the clinical laboratory.
During the fiscal year that ended on June 30, 1997, the Company sold
205,000 shares of common stock, at various prices, for a total of $205,000.00.
This money was used to finance operations, complete the renovations, and the
purchase of the equipment for the laboratory.
18
<PAGE> 19
RESULTS OF OPERATIONS
The Company did not engage in significant business activities and its
revenues from operations during the proceeding fiscal year totaled $142,300.00.
The source of the Company's revenues was from the sale of laboratory equipment.
The Company has continued to devote its resources to activities connected
with completing the clinical laboratory in Englewood Cliffs, New Jersey.
Since its inception in July of 1994, the Company has incurred a
commutative net loss of $420,000.00. This was primarily due to pay consultant
fees of approximately $81,000.00; for rent of $82,000.00; professional fees of
$87,000.00; and employee salaries of $58,000.00.
19
<PAGE> 20
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company, required to be included in
this Report pursuant to Item 310(a) of Regulation S-B, are set forth below:
Independent Auditors' Report
Board of Directors
Medco Health Corporation (formerly Medco, Inc.)
We have audited the accompanying balance sheets of Medco Health Corporation
(formerly Medco, Inc.) (a development stage company) as of June 30, 1997 and
1996, and the related statements of operations, stockholders' equity (deficit),
and cash flows for the years ended June 30, 1997 and 1996 and for the cumulative
period July 1, 1994 (date of inception) to June 30, 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
misstatements. 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 Medco Health Corporation
(formerly Medco, Inc.) (a development stage company) at June 30, 1997 and 1996,
and the results of their operations, and their cash flows for the years ended
June 30, 1997 and 1996 and for the cumulative period from July 1, 1994 (date of
inception) to June 30, 1997, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net cumulative loss of $424,280 for the period July 1,
1994 (date of inception) to June 30, 1997, and as of that date, had a net worth
deficiency of $115,473. As discussed in Note 4 the Company is still in the
development stage and it cannot be determined at this time if the Company will
obtain sufficient capital to begin planned principal operations. The Company's
uncertainty as to its productivity and its ability to raise sufficient capital
raise substantial doubt about the entity's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Nevoso, Pivirotto, Pinkham & Foster,
Certified Public Accountants, LLC.
November 24, 1997
Fairfield, New Jersey
20
<PAGE> 21
Medco Health Corporation (formerly Medco, Inc.)
(A Development Stage Company)
Balance Sheets
Assets
<TABLE>
<CAPTION>
June 30, 1997 June 30,1996
------------- ------------
<S> <C> <C>
Current assets
Cash $ 8,720 $ 52,833
Accounts receivable, net of allowance for
doubtful accounts of $60,746 in 1997 and 1996 -- --
Deposits on equipment 20,000 32,000
Prepaid expenses 80,000 85,000
--------- ---------
108,720 169,833
--------- ---------
Equipment, at cost, net of accumulated
depreciation of $48,448 - 1997 and
$12,834 - 1996 235,189 26,092
--------- ---------
Other assets
Organization costs, net of accumulated
amortization of $2,000 - 1997 and
$1,000 - 1996 3,000 4,000
License fees 5,005 5,005
--------- ---------
8,005 9,005
--------- ---------
$ 351,914 $ 204,930
========= =========
Liability and Stockholders' Equity (Deficit)
Current liabilities
Current maturities of long-term debt $ 6,782 $ --
Accrued expenses 25,000 3,050
Income taxes payable -- 405
--------- ---------
31,782 3,455
--------- ---------
Long-term debt, net of current maturities 34,710 --
--------- ---------
Due to stockholder 400,895 231,406
--------- ---------
Stockholders' equity (deficit)
Common stock 40,140 38,128
Additional paid-in capital 268,667 63,872
Deficit accumulated during the development stage (424,280) (131,931)
--------- ---------
(115,473) (29,931)
--------- ---------
$ 351,914 $ 204,930
========= =========
</TABLE>
See Notes to Financial Statements
21
<PAGE> 22
Medco Health Corporation (formerly Medco, Inc.)
(A Development Stage Company)
<TABLE>
<CAPTION>
Statements of Operation Cumulative
Period from
July 1, 1994
(Date of
Year ended June 30, Inception) to
1997 1996 June 30, 1997
----------------------------- -------------
<S> <C> <C> <C>
Revenues $ 142,300 $ 64,583 $ 225,369
Cost of sales 82,500 11,611 99,439
------------ ------------ ------------
Gross profit 59,800 52,972 125,930
------------ ------------ ------------
General and administrative expenses:
Payroll - officers 32,390 7,500 39,890
Payroll - other 8,467 9,225 17,692
Taxes and licenses 2,417 2,300 4,717
Real estate taxes 11,304 -- 11,304
Management fees -- 5,925 5,925
Commission expense -- 8,400 8,400
Travel 8,488 6,874 15,362
Miscellaneous 2,695 750 3,445
Bad debt -- 60,746 60,746
Insurance 22,591 4,064 27,879
Outside services 64,088 -- 70,552
Supplies 5,400 -- 5,400
Advertising -- 1,696 1,844
Truck and auto expenses 7,001 1,188 10,503
Rent 45,550 9,500 56,625
Telephone 4,655 3,917 11,468
Utilities 3,266 1,740 5,391
Repairs and maintenance 241 591 1,193
Office expense 2,887 1,190 4,555
Seminars -- 68 648
Professional fees 74,095 5,650 81,768
Depreciation and amortization 36,614 10,509 50,448
------------ ------------ ------------
332,149 141,833 495,755
------------ ------------ ------------
Operating loss (272,349) (88,861) (369,825)
------------ ------------ ------------
Other income (expense)
Interest expense (20,000) -- (20,000)
Loss on equipment -- -- (33,628)
------------ ------------ ------------
(20,000) -- (53,628)
------------ ------------ ------------
Loss before provision for income taxes (292,349) (88,861) (423,453)
Provision for income taxes -- 405 827
------------ ------------ ------------
Net loss $ (292,349) $ (89,266) $ (424,280)
============ ============ ============
Net loss per common share $ (.01) $ -- $ (.01)
============ ============ ============
Weighted average shares of
common stock outstanding 39,023,708 38,017,913 38,986,977
============ ============ ============
</TABLE>
See Notes to Financial Statements
22
<PAGE> 23
Medco Health Corporation (formerly Medco, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Common Paid in Retained
Stock Capital Earnings Total
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Capital contribution $ 37,944 $ (27,944) $ -- $ 10,000
Net loss -- -- (42,665) (42,665)
--------- --------- --------- ---------
Balance, June 30, 1995 37,944 (27,944) (42,665) (32,665)
Net loss - June 30, 1996 -- -- (89,266) (89,266)
Capital contributions 184 91,816 -- 92,000
--------- --------- --------- ---------
Balance - June 30, 1996 38,128 63,872 (131,931) (29,931)
Capital contributions 2,012 204,795 -- 206,807
Net loss - June 30, 1997 -- -- (292,349) (292,349)
--------- --------- --------- ---------
Balance - June 30, 1997 $ 40,140 $ 268,667 $(424,280) $(115,473)
========= ========= ========= =========
</TABLE>
See Notes to Financial Statements
23
<PAGE> 24
Medco Health Corporation (formerly Medco, Inc.)
(A Development Stage Company)
<TABLE>
<CAPTION>
Statements of Cash Flows Cumulative
Period from
July 1, 1994
(Date of
Year ended June 30, Inception) to
1997 1996 June 30, 1997
--------- --------- -------------
<S> <C> <C> <C>
Cash flows from operating
activities
Net loss $(292,349) $ (89,266) $(424,280)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 36,614 10,509 50,448
Bad debts -- -- 60,746
Change in assets and liabilities:
(Increase) in accounts receivable -- 1,922 (60,746)
(Increase) decrease in prepaid expenses 5,000 (85,000) (80,000)
Increase in accrued expenses 21,950 1,425 25,000
Increase in income taxes payable (405) (16) --
--------- --------- ---------
Net cash used in operating activities (229,190) (160,426) (428,832)
--------- --------- ---------
Cash flows from investing activities:
Organization costs -- (5,000) (5,000)
License fees -- (5,005) (5,005)
Deposits on equipment 12,000 (32,000) (20,000)
Capital expenditures (203,219) (20,957) (242,145)
--------- --------- ---------
Net cash used in investing activities (191,219) (62,962) (272,150)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from stockholder loan 511,246 379,440 940,515
Repayment of stockholder loan (341,757) (196,738) (539,620)
Proceeds from issuance of common stock 206,807 92,000 300,807
Proceeds from additional paid-in-capital -- -- 8,000
--------- --------- ---------
Net cash provided by financing activities 376,296 274,702 709,702
--------- --------- ---------
Net (decrease) increase in cash (44,113) 51,314 8,720
Cash - beginning of period 52,833 1,519 --
--------- --------- ---------
Cash - end of period $ 8,720 $ 52,833 $ 8,720
========= ========= =========
Supplemental Disclosure of Cash Flow Information:
Interest paid $ 20,000 $ -- $ 20,000
========= ========= =========
Income taxes paid $ -- $ -- $ 422
========= ========= =========
Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Debt Incurred to Purchase Equipment $ 41,492 $ -- $ 41,492
--------- --------- ---------
</TABLE>
See Notes to Financial Statements
24
<PAGE> 25
Medco Health Corporation (formerly Medco, Inc.)
(A Development Stage Company)
Notes to Financial Statements
Note 1 - Summary of Accounting Policies
Nature of Business
Medco Health Corporation (formerly Medco, Inc.) (the "Company") was
incorporated under the laws of the State of New York on July 1, 1994.
The Company's principal business activities have been the marketing and
distribution of medical equipment, supplies and health care services.
Reorganization
In July 1983, an involuntary Chapter 11 bankruptcy petition was filed
against Williston Oil Corporation by its creditors. In February 1992,
the court granted the creditors' petition and an order for relief under
Chapter 7 of the Bankruptcy Code was entered. Since 1992 the Company
has remained inactive, and has no pre or post bankruptcy liabilities.
On January 16, 1996 the sole shareholder of Medco, Inc. entered into an
acquisition agreement (the "Acquisition Agreement") with Williston Oil
Corporation for acquisition of all of the outstanding capital stock of
Medco, Inc. in exchange for a portion of Williston's class A common
stock and 100% of class B common stock. Subsequent to year end
Williston Oil Corporation executed a name change to Medco Health
Corporation.
Use of Estimates
Management uses estimates and assumptions in preparing the financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities,
and the reported revenues and expenses.
Organization Costs
Organization costs are amortized on a straight-line basis over five
years. Amortization expense for the year ended June 30, 1997 and 1996
was $1,000 for each year.
Equipment
Equipment is recorded at cost less accumulated depreciation.
Depreciation is provided over the estimated useful lives of the assets
by using the straight-line method of depreciation.
Repairs and maintenance costs are expensed as incurred while additions
and betterments are capitalized. The cost and related accumulated
depreciation of assets sold or retired are eliminated from the accounts
and any gain or losses are reflected in earnings.
Per Share Data
The primary income (loss) per share was computed on the weighted number
of shares of common stock outstanding during the period. Common share
equivalents were not included as their inclusion would have been
anti-dilutive.
Income Taxes
The Company has a net operating loss carryover of approximately
$420,000 as of June 30, 1997, expiring through 2012.
25
<PAGE> 26
Medco Health Corporation (formerly Medco, Inc.)
(A Development Stage Company)
Notes to Financial Statements
Note 1 - Summary of Accounting Policies (continued)
Income Taxes (continued)
The Company adopted Statement of Financial Accounting Standards (SFAS)
No. 109, Accounting for Income Taxes. SFAS No.109 requires the
establishment of a deferred tax asset for all deductible temporary
differences and operating loss carry forwards. Because of the
uncertainties discussed in Note 2, however, any deferred tax asset
established for utilization of the Company's tax loss carry forwards
would correspondingly require a valuation allowance of the same amount
pursuant to SFAS No. 109. Accordingly, no deferred tax asset is
reflected in these financial statements.
Note 2 - Long-Term Debt
Note payable in equal monthly installments of $875 including interest
at the rate of 9.66%; final payment due June 2002, collateralized by a
vehicle with an undepreciated cost of approximately $51,600
$ 41,492
Less: current maturities 6,782
----------
Long-term debt $ 34,710
==========
The aggregate amount of debt maturing during the next five
is as follows:
1998 $ 6,782
1999 $ 7,471
2000 $ 8,221
2001 $ 9,052
2002 $ 9,966
----------
$ 41,492
----------
Note 3 - Capital Stock
The following is a summary of the various classes of capital stock at
June 30, 1997:
Common Stock
Class A - Par value $.001 per share:
authorized 100,000,000 shares;
36,978,453 issued and outstanding $ 38,890
Class B - Par value $.001 per share:
authorized 25,000,000 shares;
1,250,000 issued and outstanding 1,250
-----------
$ 40,140
===========
Preferred Stock Par value $.001 per share:
authorized 25,000,000 shares;
none issued and outstanding $ --
===========
The holders of Class A common stock possess the voting power of one
vote for each share of stock held. The holders of Class A common stock
do not possess any pre-emptive rights. Class A common stock holders
have the right to elect a minority of the directors of the Corporation.
26
<PAGE> 27
Medco Health Corporation (formerly Medco, Inc.)
(A Development Stage Company)
Notes to Financial Statements
Note 3 - Capital Stock (continued)
The holders of Class B common stock possess the voting power of three
votes for each share of stock held and do not possess any pre-emptive
rights. Class B common stock holders have the right to elect the
majority of the directors of the Corporation. Class B common stock
holders will not be entitled to cash dividends only for a period of
three (3) years from the original date of issuance of that share. The
shares of Class B common stock shall be convertible at any time and
from time to time at the option of the holder into one share of Class A
common stock at the rate of one share of Class B common stock for one
share of Class A common stock.
Preferred stock may be issued, from time to time, in one or more
series, each of such series to have such designations, preferences, and
relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof as are stated and
expressed in the resolution or resolutions providing for the issue of
such series, adopted by the Board of Directors.
Note 4 - Going Concern
As shown in the accompanying financial statements, the Company incurred
a net cumulative loss of $424,280 during the period July 1, 1994 (date
of inception) to June 30, 1997, and as of that date, the Company's
total liabilities exceeded its total assets by $115,473.
In January 1996, the Company, under a plan of reorganization was merged
into Williston Oil Corporation (Williston). Williston is a publicly
traded company. It is the intentions of management that the Company
will obtain additional capital from a public offering. These factors
create an uncertainty about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
Note 5 - Related Party Transactions
During the period July 1, 1994 (date of inception) to June 30, 1997,
the stockholder advanced the Company approximately $400,000. There are
no stated terms for repayment and interest is calculated at 7%.
Note 6 - Commitments and Contingencies
The Company leases its facility under a operating lease which
expires June 30, 2016. The lease provides for monthly payments of
$8,000 through June 2001. Afterwards the rent will be increased by
the increase in the consumer price index. The minimum future rental
payments under this lease are as follows:
June 30 Amount
------- ------
1998 96,000
1999 96,000
2000 96,000
2001 96,000
2002 1,344,000
---------
Thereafter 1,824,000
---------
In addition the Company has entered into a contract for approximately
$422,000 to have the new facilities constructed to accommodate the
operations of the Company.
Note 7 - Subsequent Event
27
<PAGE> 28
Subsequent to year end the Company obtained additional financing in the
amount of $270,000. This loan is secured by the personal residence of
the majority stockholder and is payable in the amount of $4,500 per
month plus interest at the rate of prime plus 1% through 2002.
28
<PAGE> 29
ITEM 8. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth the names and ages of all directors and executive
officers of the Company and the date when each director was appointed, and all
positions and offices in the Company held by each. Each director will hold
office until the next annual meeting of shareholders and until his or her
successor has been elected and qualified.
DATE
OTHER OFFICES APPOINTED
NAME AGE HELD DIRECTOR
- -------------- --- ---------- ----------
Fahim Sahraie 37 President, CEO January 16, 1996
Hashem Sahraie 63 Vice President, January 16, 1996
Secretary,
Treasurer
Lynn Yakimik 34 Vice President September 1, 1997
Sales and Marketing
Saboor Sahraie 46 No executive Position January 16, 1996
FAMILY RELATIONSHIPS
Fahim and Saboor Sahraie are brothers and Hashem Sahraie is their father.
29
<PAGE> 30
BUSINESS EXPERIENCE
The following summarizes the occupation and business experience during the
past five years for each director, executive officer, and significant employee
of the Company:
FAHIM SAHRAIE. Mr. Fahim Sahraie has served as president and a director of
the Company since 1996. He has served as president of Medco Health Corporation
from December, 1988 to January, 1996. From January 1986 through January 1988, he
worked for New York Scientific, Inc. as a Sales Representative where his
responsibilities included the sales of microscopes, video equipment and imaging
systems to hospitals, universities and private companies in the New York
metropolitan area. From February, 1988 through June, 1993, Mr. Sahraie worked as
a Sales Representative for Curtis Matheson Scientific, Inc., where his
responsibilities included the sales of instruments, reagents and supplies to
hospitals and laboratories in the New York Metropolitan area. Mr. Sahraie holds
a Bachelor's degree in Biology and Chemistry from Rutgers University, which he
received in 1982 and a Masters degree in Virology from Columbia University,
which he received in 1986. He is the author of three articles which are
published in the Journal of Clinical Microbiology, New England Journal of
Medicine, and the Pediatric Infectious Diseases Journal.
HASHEM SAHRAIE. Hashem Sahraie has served as vice president and secretary
of the Company since 1996. From December of 1988 to January 1996, Mr. Sahraie
was vice president and secretary of Medco Health Corporation. Hashem Sahraie
worked for the U.S. Department of State at the American Embassy in Afghanistan.
Mr. Sahraie has also taught in the fields of psychology and counseling at Kabul
University of Afghanistan, as well as psychotherapy and counseling at City
University of New York.
Hashem Sahraie received a B.A. in Philosophy in 1955 from Habibia College,
Afghanistan. He received a LL Degree in Public Administration in 1964 from Kabul
University, Afghanistan. Mr. Sahraie received a Master of Arts in Counseling
Psychology in 1967 from Columbia University and a Doctor of Education in
Counseling and Psychotherapy in 1975 from Columbia.
LYNN YAKIMIK. Lynn Yakimik has served as Vice-President of Sales and
Marketing since September 1, 1997. From 1988 to 1996, Ms. Yakimik was a Sales
Representative for Curtis Matheson Scientific.
Ms. Yakimik received a Bachelor of Science Degree, with a major in
Bio-Chemistry, from Fairleigh Dickinson University in 1982
SABOOR SAHRAIE. Saboor Sahraie has been a director of the Company since
1996 and he served as a director of Medco Health Corporation from 1996 to
present. From August of 1988 to 1996, Saboor Sahraie was associated with Ritz
Camera in Middletown, New York.
Saboor Sahraie received a Bachelor of Science Degree, with a major in
Business Administration from the University of Southern Indiana in 1992.
30
<PAGE> 31
ITEM 10. EXECUTIVE COMPENSATION
CURRENT REMUNERATION
The Company has no stock option or stock appreciation rights, long term or
other incentive compensation plans, deferred compensation plans, stock bonus
plans, pension plans, or any other type of compensation plan in place for its
executive officers, directors, or other employees; none of its executive
officers or directors have received any compensation of any such types from the
Company pursuant to plans or otherwise.
The following table sets forth information concerning the annual
compensation received or accrued for services, provided in all capacities, to
the Company for the years ended June 30, 1996 and 1997 by all individuals who
served as the Company's chief executive officer during the fiscal year ended
June 30, 1997 and by the most highly compensated executive officer, other than
the chief executive officer, who was serving as an executive officer at the end
of the fiscal year ended June 30, 1997. No other officer of the Company earned
more than $100,000 during such fiscal year.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND ---------------------
PRINCIPAL POSITION YEAR SALARY
($)
(a) (b) (c)
CEO Lorenzo Damiano 1996 $ 0.00
President and Director
CEO Fahim Sahraie 1997 $113,000.00
President and Director
COMPENSATION OF DIRECTORS
The directors of the Company are not compensated for their services as
such.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
31
<PAGE> 32
EXECUTIVE AGREEMENTS
The Company has entered into an employment agreement with A.G. Dikengil,
M.D., dated April 1, 1996. This agreement is hereby incorporated by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
The following table sets forth information as of August 7, 1997, with
respect to the persons known to the Company to be the beneficial owners of more
than 5% of the Class A Common Stock, $.001 par value and of Class B Common
Stock, $.001 par value of the Company. The Company has no shares of any other
class issued or outstanding.
TITLE NAME AND AMOUNT AND
OF ADDRESS OF NATURE OF PERCENT OF CLASS
BENEFICIAL BENEFICIAL
OWNER OWNER
President/ Fahim Sahraie 24,000,000 59.7905% of Class A
Director
President/ Fahim Sahraie 1,250,000 100% of Class B
Director
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of August 7, 1997, with
respect to the beneficial ownership of the Class A common stock, $.001 par value
and Class B common stock, $.001 of the Company by each of the executive officers
and directors of the Company and by all executive officers and directors as a
group:
32
<PAGE> 33
<TABLE>
<CAPTION>
TITLE NAME AND AMOUNT AND
OF ADDRESS OF NATURE OF PERCENT OF CLASS
BENEFICIAL BENEFICIAL
OWNER OWNER
<S> <C> <C> <C>
President/ Fahim Sahraie 24,000,000 59.7905% of Class A
Director
Vice President/ Hashem Sahraie 10,000 .0002491% of Class A
Secretary/
Treasurer
Vice President Lynn Yakimik 10,000 .0002491% of Class A
No executive Saboor Sahraie 10,000 .0002491% of Class A
position
All executive 24,020,000 60.2887% of Class A
Officers & Directors
as a Group
</TABLE>
- -------------------------------------------------------------------------------
ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP
President/ Fahim Sahraie 1,250,000 100% of Class B
Director
All Executive Officers
& Directors as a Group 1,250,000 100% of Class B
CHANGES IN CONTROL
The Company is not aware of any arrangements which may at a subsequent
date result in a change in control of the Company other then as set forth herein
(See "Business - Acquisition of Technology from Affiliates").
33
<PAGE> 34
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS AND BUSINESS RELATIONSHIPS WITH MANAGEMENT
There are currently no transactions, nor have there been any transactions
within the last 2 years, which involve the Company and any member of management
or major shareholder, or any member of the immediate family of such persons.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
FINANCIAL STATEMENTS
The financial statements filed as a part of this report are as follows:
Consolidated Balance Sheet - June 30, 1997
Consolidated Statements of Operations for the years ended June 30, 1995
and 1996, and cumulative for the period from inception (July 15, 1987) to
June 30, 1997
Consolidated Statements of Owners' Equity (Deficit) as at July 15, 1987
and June 30, 1988 - 1997
Consolidated Statements of Cash Flows for the years ended June 30, 1994
and 1995 and cumulative for the period from inception (July 15,1987) to
June 30, 1997
FINANCIAL STATEMENT SCHEDULES
Financial statements schedules have been omitted for the reason that they
are not required or are not applicable, or the required information is shown in
the financial statements or notes thereto.
34
<PAGE> 35
EXHIBITS
The exhibits filed as a part of this Report or incorporated herein by
reference are as follows:
Exhibits Incorporated
Herein By Reference,
Exhibit No. As Filed
With
Document Indicated
------------------
1. (a) Agreement and Plan of Reorganization by and among Williston Oil
Corporation, Sun Capital Corporation and Medco Health Corporation and Fahim
Sahraie dated January 16, 1996.
2. (a) Articles of Incorporation filed October 6, 1971 (1)1(a)
(b) Certificate of Amendment of Articles of Incorporation filed July
5, 1979 (1)1(a)
(c) By-Laws (1)1(b)
3. Lease between Ferolie Realty Associate, L.L.C. and Medco Health
Corporation, dated July 1, 1996.
(1) Filed with the Securities and Exchange Commission in March 1980, as an
exhibit, numbered as indicated above, to the Company's Registration Statement on
Form 10.
REPORTS ON FORM 8-K
No reports on Form 8-K have been filed by Registrant during the last
quarter of the period covered by this report.
SIGNATURES
In accordance with the Securities Exchange Act of 1934, the Registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
MEDCO HEALTH CORPORATION
By /s/ Fahim Sahraie
-----------------------------
Fahim Sahraie, President
Date: 11/26 , 1997
--------------------------
35
<PAGE> 36
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
SIGNATURES TITLE DATE
PRINCIPAL EXECUTIVE OFFICER:
/s/ Fahim Sahraie
- ----------------------------
Fahim Sahraie President 11/26 , 1997
--------------------
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Hashem Sahraie
- ----------------------------
Hashem Sahraie Treasurer 11/26 , 1997
--------------------
A MAJORITY OF THE BOARD OF DIRECTORS:
/s/ Fahim Sahraie
- -----------------------------
Fahim Sahraie Director 11/26 , 1997
--------------------
/s/ Hashem Sahraie
- ------------------------------
Hashem Sahraie Director 11/26 , 1997
--------------------
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(D) OF THE
EXCHANGE ACT BY NON-REPORTING ISSUERS
No annual report or proxy materials
have been sent to security-holders during the fiscal year ended June 30, 1997 or
the subsequent interim period and, as at the date hereof, no plans exist for the
furnishing of such report or materials subsequent to the filing of this Report.
36
<PAGE> 37
COMMISSION FILE NUMBER 33-17598-NY
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
FORM 10-KSB
ANNUAL REPORT
FOR THE FISCAL YEAR ENDED
JUNE 30, 1997
MEDCO HEALTH CORPORATION
(Formerly Williston Oil Corporation)
EXHIBITS
INDEX OF EXHIBITS BEING FILED HEREWITH
37
<PAGE> 38
Page
----
Exhibits Incorporated
Herein By Reference,
Exhibit No. As Filed With
Document Indicated
------------------
1. (a) Agreement and Plan of Reorganization by and among Williston Oil
Corporation, Sun Capital Corporation and Medco Health Corporation and Fahim
Sahraie dated January 16, 1996.
2. (a) Articles of Incorporation filed October 6, 1971 (1)1(a)
(b) Certificate of Amendment of Articles of Incorporation filed July
5, 1979 (1)1(a)
(c) By-Laws (1)1(b)
3. Lease between Ferolie Realty Associate, L.L.C. and Medco Health
Corporation, dated July 1, 1996.
(1) Filed with the Securities and Exchange Commission in March 1980, as an
exhibit, numbered as indicated above, to the Company's Registration Statement on
Form 10.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this Report to signed on its behalf by the undersigned thereunto duly
authorized.
MEDCO HEALTH CORPORATION
/s/ Fahim Sahraie
--------------------------------
Fahim Sahraie, President and Director
Date: 11/26 , 1997
--------------------------
In accordance with the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.
By /s/ Fahim Sahraie
--------------------------
Fahim Sahraie
Date: 11/26 , 1997
---------------------
38
<PAGE> 39
By /s/ Hashem Sahraie
------------------------------
Hashem Sahraie
Secretary and Director
Date: 11/26 , 1997
---------------------
39
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 8,720
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 60,746
<INVENTORY> 0
<CURRENT-ASSETS> 343,909
<PP&E> 235,189
<DEPRECIATION> 48,448
<TOTAL-ASSETS> 351,914
<CURRENT-LIABILITIES> 31,782
<BONDS> 0
0
0
<COMMON> 268,667
<OTHER-SE> 268,667
<TOTAL-LIABILITY-AND-EQUITY> (115,473)
<SALES> 142,300
<TOTAL-REVENUES> 142,300
<CGS> 82,500
<TOTAL-COSTS> 332,144
<OTHER-EXPENSES> 20,000
<LOSS-PROVISION> 60,746
<INTEREST-EXPENSE> 20,000
<INCOME-PRETAX> (292,344)
<INCOME-TAX> 0
<INCOME-CONTINUING> (292,344)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (292,344)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> 0
</TABLE>
