<PAGE> 1
U.S. SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
( X ) Amended Quarterly report under section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarter period ended December 31, 1996.
( ) Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from to .
Commission File umber 0-9185
MEDCO HEALTH CORPORATION
(Formerly Williston Oil Corporation)
Nevada 22-1934084
(State or other jurisdiction of (IRS Employer Identification Number)
incorporated or organization)
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 twelve (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 ninety (90)
days. YES (X) ( ).
Applicable Only to Corporate Issuers
State the number of shares outstanding of each of the issuer's classes of
common equity:
36, 695,543 Shares of Class A Common Stock, $.001 par value
1,250,000 Shares of Class B. Common Stock, $.001 par value
Transitional Small Business Disclosure Format
YES ( ) NO (X)
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MEDCO HEALTH CORPORATION
(FORMERLY WILLISTON OIL CORPORATION)
TABLE OF CONTENTS
Part I
<TABLE>
<CAPTION>
Page
----
<S> <C>
Item 1 - Financial Information
Medco Health Corporation's Balance Sheets as of 12/31/96 and 06/30/96 1-2
Statements of Operations for the three month period that ended 12/31/96, 3-4
the six month period that ended on 12/31/96, and the period from
07/01/94 to 12/31/96
Statements of Stockholders' Equity 5
Statements of Cash Flows for the period that ended 12/31/96, and for 6
the period ended 07/01/94 to 12/31/96
Notes to Financial Statements 7-9
Item 2 - Management's Discussion and Analysis of Financial Condition 10
and Results of Operations
Part II
Item 1 - Legal Proceedings 10
Item 2 - Changes in Securities 10-11
Item 3 - Defaults upon Senior Securities 11
Item 4 - Submission of Matter to a Vote of Security Holders 11
Item 5 - Other Information 11
Item 6 - Exhibits and Reports on Form S-B 11-12
</TABLE>
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Item 1. Financial Statements
The financial statements of the company, are set forth below:
Medco Health Corporation (formerly Medco, Inc.)
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
Assets
March 31, 1997 June 30, 1996
-------------- -------------
<S> <C> <C>
Current assets
Cash $ 130,512 $ 52,833
Accounts receivable, net of allowance for
doubtful accounts of $60,746 -- --
Deposits on equipment -- 32,000
Prepaid expenses 117,000 85,000
--------- ----------
247,512 169,833
--------- ----------
Equipment, at cost, net of accumulated
depreciation of $20,034 - 1997 and
$12,834 - 1996 148,613 26,092
Other assets
Organization costs, net of accumulated
amortization of $1,750 - 1997 and
$1,000 - 1996 3,250 4,000
License fees 5,005 5,005
--------- ----------
8,255 9,005
--------- ----------
$ 404,380 $ 204,930
========= ==========
Liability and Stockholder's Equity (Deficit)
Current liabilities
Accrued expenses $ 3,050 $ 3,050
Income taxes payable 405 405
--------- ----------
3,455 3,455
--------- ----------
Due to stockholder 488,966 231,406
--------- ----------
Stockholder's equity (deficit)
Common stock 38,228 38,128
Additional paid-in capital 163,772 63,872
Deficit accumulated during the development stage (290,041) (131,931)
--------- ----------
(88,041) (29,931)
--------- ----------
$404,380 $ 204,930
========= ==========
</TABLE>
See Notes to Financial Statements
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Medco Health Corporation (formerly Medco, Inc.)
-----------------------------------------------
(A Development Stage Company)
-----------------------------
Statements of Operations
<TABLE>
<CAPTION>
Cumulative
Period from
July 1, 1994
Three months Nine Months (Date of
ended ended Inception) to
March 31, March 31, March 31,
------------ ----------- -------------
1996 1997 1996 1997 1997
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues $ 458 $ - $ 3,857 $ - $ 83,069
Cost of sales 3,961 - 5,462 - 16,939
------ ------ ------- ------- --------
Gross profit (3,503) - (1,605) - 66,130
------ ------ ------- ------- --------
General and administrative
expenses:
Payroll - officers 1,000 - 1,000 32,390 39,890
Payroll - other 1,050 - 1,050 8,000 23,689
Taxes and licenses 68 4,620 314 8,702 11,002
Management fees - 9,196 - 13,111 19,036
Commission expense 3,680 28,685 17,551 28,885 37,285
Travel 3,969 - 3,969 450 7,324
Miscellaneous - 299 750 2,294 3,044
Bad debt - - - - 60,746
Insurance 1,298 7,064 1,903 15,233 20,521
Supplies - 3,310 230 5,780 5,780
Advertising 401 - 797 - 1,844
Truck and auto
expenses 56 561 461 1,430 4,932
Rent 3,000 32,000 6,000 43,000 54,075
Telephone 1,317 3,353 2,896 3,959 10,772
Utilities 1,072 524 1,486 958 3,083
Repairs and
maintenance 68 - 206 35 987
Office expense 136 367 633 588 2,256
Seminars - - 68 - 648
Professional fees - 41,100 1,000 45,145 52,818
Depreciation and
amortization 2,627 2,650 7,881 7,950 21,784
------- ------- ------- ------- -------
19,742 133,729 48,150 217,910 381,516
------- ------- ------- ------- -------
</TABLE>
See Notes to Financial Statements
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Medco Health Corporation (formerly Medco, Inc.)
-----------------------------------------------
(A Development Stage Company)
-----------------------------
Statements of Operations
<TABLE>
<S> <C> <C> <C> <C> <C>
Operating loss (23,245) (133,729) (49,755) (217,910) (315,386)
Gain (loss) on equipment - - - 59,800 26,172
-------- --------- -------- --------- ---------
Loss before provision for
income taxes (23,245) (133,729) (49,755) (158,110) (289,214)
Provision for income taxes - - - - 827
-------- --------- -------- --------- ---------
Net loss $(23,245) $(133,729) $(49,755) $(158,110) $(290,041)
======== ========= ======== ========= =========
Net loss per common share $ - $ - $ - $ - $ -
======== ========= ======== ========= =========
</TABLE>
See Notes to Financial Statements
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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 100 99,900 - 100,000
Net loss - March 31, 1997 - - (158,110) (158,110)
-------- --------- --------- ---------
Balance - March 31, 1997 $ 38,228 $ 163,772 $(290,041) $ (88,041)
======== ========= ========= =========
</TABLE>
See Notes to Financial Statements
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<PAGE> 7
Medco Health Corporation (formerly Medco, Inc.)
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
Cumulative
Period from
Nine Months July 1, 1994
Ended (Date of
March 31, Inception) to
1997 March 31, 1997
---------- --------------
<S> <C> <C>
Cash flows from operating activities
Net loss $(158,110) $(290,041)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 7,950 21,784
Bad debts -- 60,746
Change in assets and liabilities:
(Increase) in accounts receivable -- (60,746)
(Increase) in prepaid expenses (32,000) (117,000)
Increase in accrued expenses -- 3,050
Increase in income taxes payable -- 405
--------- ---------
Net cash used in operating activities (182,160) (381,802)
--------- ---------
Cash flows from investing activities:
Organization costs -- (5,000)
License fees -- (5,005)
Deposits on equipment 32,000 --
Capital expenditures (129,721) (168,647)
--------- ---------
Net cash used in investing activities (97,721) (178,652)
--------- ---------
Cash flows from financing activities:
Proceeds from stockholder loan 259,510 688,779
Repayment of stockholder loan (1,950) (199,813)
Proceeds from issuance of common stock 100 94,100
Proceeds from additional paid-in-capital 99,900 107,900
--------- ---------
Net cash provided by financing activities 357,560 690,966
--------- ---------
Net increase in cash 77,679 130,512
Cash -- beginning of period 52,833 --
--------- ---------
Cash -- end of period $130,512 $130,512
========= =========
Supplemental Disclosure of Cash Flow Information:
Interest paid $ -- $ --
--------- ---------
Income taxes paid $ -- $ 422
--------- ---------
</TABLE>
See Notes to Financial Statements
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<PAGE> 8
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
--------------
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 Organization.
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.
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 $290,000
as of September 30, 1996, expiring in 2011.
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 carryforwards. Because of the
uncertainties discussed in Note 2, however, any deferred tax asset
established for utilization of the Company's tax loss carryforwards
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.
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Note 2 - Capital Stock
-------------
The following is a summary of the various classes of capital stock at
September 30, 1996:
Common Stock
------------
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<S> <C>
Class A - Par value $.001 per share:
authorized 100,000,000 shares;
36,978,453 issued and outstanding $36,978
Class B - Par value $.001 per share:
authorized 25,000,000 shares;
1,250,000 issued and outstanding 1,250
-------
$38,228
=======
</TABLE>
Preferred Stock
- ---------------
<TABLE>
<S> <C>
Par value $.001 per share:
authorized 25,000,000 shares;
none issued and outstanding $
=======
</TABLE>
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.
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 3 - Going Concern
-------------
As shown in the accompanying financial statements, the Company
incurred a net cumulative loss of $290,041 during the period July 1,
1994 (date of inception) to March 31, 1997, and as of that date, the
Company's total liabilities exceeded its total assets by $88,041.
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<PAGE> 10
Medco Health Corporation (formerly Medco, Inc.)
-----------------------------------------------
(A Development Stage Company)
-----------------------------
Notes to Financial Statements
Note 3 - Going Concern (continued)
-------------------------
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 4 - Related Party Transactions
--------------------------
During the period July 1, 1994 (date of inception) to March 31, 1997,
the stockholder advanced the Company approximately $488,966. There are
no stated terms for repayment or interest on this advance.
Note 5 - Commitments and Contingencies
-----------------------------
The Company leases its facility under an operating lease which expires
December 31, 1996. Lease expense for the period July 1, 1994 (date of
inception) to September 30, 1995 amounted to $1,575 and $9,500 for the
year ended September 30, 1996.
Effective September 1996 the Company signed a lease for new
facilities. The new lease will be for twenty years and will expire on
August 30, 2016 with minimum annual lease expense of $96,000.
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.
-8-
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operations
The following is management's discussion and analysis of significant
factors which have affected the Registrant's financial position and operations
during the fiscal quarter that ended December 31, 1996.
Liquidity and Capital Resources
The activities of the registrant since its reorganization on January 16,
1996 have been financed by various loans and the sale of securities in private
transactions.
The company currently owns three vehicles, a Land Cruiser, a BMW, and a
Dodge Colt. The company will also own the laboratory, including all of its
furnishings, once it is complete.
The company currently has a negative net worth. There is no assurance that
the company will, in fact, be able to raise adequate funding and actually expand
its operations as contemplated, or even to bring its present operations to a
profitable level.
Results of Operations
The company's revenues from its date of inception until December 31, 1996
is $83,069.00. However, the company had no revenue for the three months that
ended December 31, 1996.
The management of the company has continued to devote the company's
resources to the completion of the clinical laboratory in Englewood Cliffs, New
Jersey.
Part II
Item 1. 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.
Item 2. Changes in Securities
During the fiscal quarter that ended December 31, 1996, the Company made
no sales of its common stock, $.001 par value, per share.
-10-
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Item 3. Defaults Upon Senior Securities
For the period that ended on December 31, 1996, there was no defaults upon
senior securities or securities of any kind by the Company.
Item 4. Submission of Matters to a Vote of Security Holders
For the period that ended on December 31, 1996, there were no matters
submitted to a vote of security holders of the Company.
Item 5. Other Information
There is no other information that the Company believes is necessary to be
included in this report.
Item 6. Exhibits and Reports on Form S-K
(a) Exhibits filed herewith:
None
(b) Current reports on Form 10KSB; dated April 17, 1997, filed with the
Securities and Exchange Commission.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
MEDCO HEALTH CORPORATION
Date: November 26, 1997 By: /s/ FAHIM SAHRAIE
----------------------------
FAHIM SAHRAIE
President/Director
Date: November 26, 1997 By: /s/ HASHEM SAHRAIE
----------------------------
HASHEM SAHRAIE
Secretary/Director
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