U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1996
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 1-10077
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MEDIVEST, INC.
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(Name of Small Business Issuer in its Charter)
UTAH 87-0401761
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
3646 West 2100 South
Salt Lake City, Utah 84120
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 972-9090
N/A
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(Former Name or Former Address, if changed since last Report)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes X No
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(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
September 15, 1997
Common- 1,301,305 shares*
* See Item 5 of this Report.
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is
contained in Item 6 of this Report.
Transitional Small Business Issuer Format Yes X No
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.
<TABLE>
MEDIVEST, INC.
(A Development Stage Company)
BALANCE SHEETS
<CAPTION>
(Unaudited)
September 30, December 31,
1996 1995
<S> <C> <C>
Assets
Total Assets $ - $ -
Liabilities and Stockholders' Equity
Liabilities
Accounts Payable $ 10,383 $ 8,633
Other Liabilities 276,825 276,825
Total Liabilities 287,208 285,458
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of
$.001 par value, issued
and outstanding 500,287 500 500
Additional Paid in Capital 1,590,674 1,590,674
Previous Retained Deficit (1,867,999) (1,867,999)
Earnings(Deficit)Accumulated
During Development Stage (10,383) (8,633)
Total Stockholders' Equity (287,208) (285,458)
Total Liabilities and Stockholders'
Equity $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
MEDIVEST, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
Cumulative
Since
Inception
of
For the Three Months For the Nine Months Development
September 30, September 30,
1996 1995 1996 1995 Stage
<S> <C> <C> <C> <C> <C>
Revenues
Total Revenue $ - $ - $ - $ - $ -
Expenses
General & Administrative (1,750) (2,001) (1,750) (6,001) (10,383)
Total Expenses (1,750) (2,001) (1,750) (6,001) (10,383)
Net Loss $ (1,750) $ (2,001) $ (1,750)$(6,001)$(10,383)
Net Earnings (Loss)
Per Share $ - $ - $ - $ (.01)
Weighted Average
Shares Outstanding 500,287 500,287 500,287 500,287
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
MEDIVEST, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Cumulative
Since
Inception
For the Nine Months Ended of
September 30 Development
1996 1995 Stage
<S> <C> <C> <C>
Cash Flows From Operating
Net Income (Loss) $ (1,750) $ (6,001) $ (10,383)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Changes in Assets and Liabilities
Increase in Accounts Payable 1,750 6,001 10,383
Net Cash Used by Operating Activities - - -
Cash Flows From Investing Activities - - -
Cash Flows From Financing Activities
Net Cash Provided by Financing
Activities - - -
Net Increase (Decrease) in Cash
and Cash Equivalents - - -
Cash and Cash Equivalents at
Beginning of Year - - -
Cash and Cash Equivalents at
End of Year $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
MEDIVEST, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
For the Nine Months Ended September 30, 1996
(Unaudited)
NOTE 1 - Interim Reporting
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the nine month period ended September 30, 1996, are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1996.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has not engaged in any material operations or
had any revenues from operations during the last two calendar years. The
Company's plan of operation for the next 12 months is to continue to seek the
acquisition of assets, properties or businesses that may benefit the Company
and its stockholders. Management anticipates that to achieve any such
acquisition, the Company will issue shares of its common stock as
the sole consideration for any such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Such funds may
be advanced by management or stockholders as loans to the Company. Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances.
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this
Report, the Company is not involved in any negotiations respecting any such
venture.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate
standing in the State of Utah, compromising and settling its
debts and seeking the acquisition of assets, properties or
businesses that may benefit the Company and its stockholders,
the Company has had no material business operations during the two
most recent calendar years.
During the quarters ended September 30, 1996, and 1995, the Company had
no business operations, and the Company had no assets during these quarters or
at the year ended December 31, 1995. The Company had liabilities of $287,208
and $285,458 for the periods ended September 30, 1996 and December 31, 1995,
respectively.
Liquidity.
- ---------
During the fourth quarter of 1996, the Company obtained a loan from a
non-affiliated party in the amount of $35,000, which funds were utilized to
compromise outstanding liabilities at approximately ten cents on the dollar.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the third quarter of the calendar year covered by this Report or
during the two previous calendar years.
Item 5. Other Information.
On February 18, 1997, an aggregate total of 6,269 unregistered and
restricted shares of common stock of the Company were issued to two
creditors in satisfaction of outstanding indebtedness of the Company at a
compromise of approximately ten cents on the dollar. These shares are
included in the present number of outstanding shares of common stock of the
Company indicated in this Report.
On September 5, 1997, the Company authorized the issuance of
700,000 unregistered and restricted shares of its $0.001 par value common
stock to two of its executive officers and directors, 350,000 shares to each,
for services rendered and valued at $3,500 each (these shares are included in
the present number of outstanding shares of common stock of the Company
indicated in this Report); and also adopted a written compensation agreement
pursuant to which counsel for the Company will be partially compensated for
the services they have rendered to date; provided, however, that the aggregate
total of the shares to be issued under the written compensation agreement
shall not exceed 10% of the outstanding securities of the Company, or
approximately 130,000 shares. These shares have not been included in the
present number of outstanding shares of common stock of the Company indicated
in this Report.
On September 7, 1997, 55,251 shares which had been issued and were
not fully paid were delivered to the Company for cancellation. The Company
intends to bring legal action against two other stockholders seeking to cancel
an additional 110,502 shares of common stock of the Company which management
believes were issued for no consideration. These shares are included in the
present number of outstanding shares of common stock of the Company indicated
in this Report.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.*
None.
(b) Reports on Form 8-K.
None.
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
MEDIVEST, INC.
Date: 9/22/97 By/s/John M. Williams
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John M. Williams
President, Vice President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
MEDIVEST, INC.
Date: 9/22/97 By/s/John M. Williams
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John M. Williams
President, Vice President and
Director
Date: 9/22/97 By/s/William R. Stoddard
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William R. Stoddard
Secretary/Treasurer and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 10383
<BONDS> 0
0
0
<COMMON> 500
<OTHER-SE> (287208)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1750
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1750)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1750)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
