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Medco Health Corp · 10QSB/A · For 3/31/97

Filed On 11/28/97   ·   SEC File 0-09185   ·   Accession Number 950123-97-9959

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  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

11/28/97  Medco Health Corp                 10QSB/A     3/31/97    1:13                                     950123

Amendment to Quarterly Report -- Small Business   ·   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB/A     Amended Form 10QSB                                    13     53K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
2Item 1 -. Financial Information
"Item 2 -. Changes in Securities 10-11
"Item 6 -. Exhibits and Reports on Form S-B 11-12
3Item 1. Financial Statements
11Item 2. Management's Discussion and Analysis of Financial Condition and Result of Operations
"Item 1
"Item 1. Legal Proceedings
"Item 2
12Item 3
"Item 3. Defaults upon Senior Securities
"Item 4
"Item 5
"Item 5. Other Information
"Item 6. Exhibits and Reports on Form S-K
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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 · Enlarge/Download Table Page ---- 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 -i-
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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 · Download Table Assets March 31, 1997 June 30, 1996 -------------- ------------- 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 ========= ========== See Notes to Financial Statements -1-
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Medco Health Corporation (formerly Medco, Inc.) ----------------------------------------------- (A Development Stage Company) ----------------------------- Statements of Operations · Download Table 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 ---- ---- ---- ---- ---- 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 ------- ------- ------- ------- ------- See Notes to Financial Statements -2-
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Medco Health Corporation (formerly Medco, Inc.) ----------------------------------------------- (A Development Stage Company) ----------------------------- Statements of Operations · Download Table 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 $ - $ - $ - $ - $ - ======== ========= ======== ========= ========= See Notes to Financial Statements -3-
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Medco Health Corporation (formerly Medco, Inc.) (A Development Stage Company) Statements of Stockholders' Equity (Deficit) · Download Table Common Paid In Retained Stock Capital Earnings Total -------- ---------- --------- ---------- 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) ======== ========= ========= ========= See Notes to Financial Statements -4-
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Medco Health Corporation (formerly Medco, Inc.) (A Development Stage Company) Statements of Cash Flows · Download Table Cumulative Period from Nine Months July 1, 1994 Ended (Date of March 31, Inception) to 1997 March 31, 1997 ---------- -------------- 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 --------- --------- See Notes to Financial Statements -5-
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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. -6-
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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 ------------ · Download Table 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 ======= Preferred Stock --------------- · Download Table 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. 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. -7-
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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-
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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. -11-
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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 -12-

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 10QSB/A Filing   Date First   Last      Other Filings
7/1/94410
9/30/9510
1/16/96811
6/30/9636
9/30/9681010QSB, 10QSB/A
12/31/9611210QSB, 10QSB/A
For The Period Ended3/31/9731010QSB/A, 10QSB
4/17/9712
11/26/9713
Filed On / Filed As Of11/28/9710QSB/A, 10QSB, 10KSB
8/30/1610
 
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