U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the Year Ended December 31, 1996
                         Commission File No. 33-96776-a


                             IMV LEASE/CAPITAL, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

             Florida                                          75-2228828
-------------------------------------         ----------------------------------
(State of Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                            Identification No.)

19727 Oakbrook Circle Boca Raton, Florida                        33434
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)

                                 (561) 483-9940
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Exchange Act:       None
                                                              ------------------

                                                   Name of Each Exchange
     Title of Each Class                            on Which Registered

-------------------------------------         ----------------------------------

-------------------------------------         ----------------------------------

Securities registered under Section 12(g) of the Exchange Act:      None
                                                              -----------------

--------------------------------------------------------------------------------
                               (Title of Class)

      Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the issuer was required to file such  reports,  and (2) has
been subject to such filing requirements for the past 90 days.
                            Yes  X       No
                                ---         ---


<PAGE>


      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.  X
                               ---
 
      State issuer's revenues for its most recent fiscal year:   $2,895.00.

      State  the   aggregate   market   value  of  the  voting   stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.

      Not applicable as there is no market for the Common Stock at this time.


                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

      Check whether the issuer has filed all  documents and reports  required to
be filed by Section 12, 13 or 15(d) of the Exchange  Act after the  distribution
of securities under a plan confirmed by a court.

                            Yes           No
                                ---           ---  

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

      10,000,000  shares of Common Stock,  $.001 par value,  as of September 14,
1997.




<PAGE>



                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS
            -----------------------
  
INTRODUCTION

      IMV  Lease/Capital,  Inc. (the  "Company/IMV")  is a Florida  corporation,
organized on October 14, 1994,  to seek and effect a merger,  acquire the assets
or  the  capital  stock  of  existing   businesses  or  other  similar  business
combination  (a  "Business  Combination").  The Company is a  development  stage
company and has not begun to operate.

      The office address of IMV is 19727 Oakbrook  Circle,  Boca Raton,  Florida
33434. The telephone number is (561) 483-9940.  The Company's fiscal year end is
December 31.

BACKGROUND

      On March 14, 1996, an offering (the "Blank Check  Offering")  commenced of
100,000  shares of Common Stock at a purchase  price of $1.00 per Share  through
the  Company's  sole  director and  executive  officer,  Mr. Todd E. Levine.  No
commissions or  underwriting  fees were paid in connection  with the Blank Check
Offering  which is subject to Rule 419 of the Securities Act of 1933, as amended
(the "Act").

      All of the Common  Stock  offered by the Company was sold  pursuant to the
Company's  prospectus.  The gross offering proceeds to the Company were $100,000
and all  proceeds,  along with the Common Stock issued to investors in the Blank
Check Offering were deposited in an escrow  account (the  "Deposited  Funds" and
"Deposited  Securities,"  respectively) with Boca Raton First National Bank (the
"Escrow  Agent")  which is being held for the sole benefit of the  purchasers of
the Common  Stock  pursuant  to the Blank  Check  Offering.  Mr. Todd Levine has
advanced all of the expenses of the Offering and will not be reimbursed  for any
of  such  expenses   whether  or  not  a  Business   Combination  is  ultimately
consummated.  While held in the  escrow  account,  the  Common  Stock may not be
traded or transferred.  The Deposited Funds and the Deposited Securities may not
be released until an acquisition  meeting  certain  specified  criteria has been
made  and a  sufficient  number  of  investors  reconfirm  their  investment  in
accordance  with the  procedures  set forth in Rule 419 and  promulgated  by the
Company.

COMPLIANCE WITH RULE 419

      Rule 419  requires  that  before  the  Deposited  Funds and the  Deposited
Securities  can be  released,  the Company  must first  execute an  agreement to
acquire  an  acquisition  candidate  meeting  certain  specified  criteria.  The
agreement must provide for the acquisition of a business or assets for which the
fair  value of the  business  represents  at least 80% of the  maximum  offering
proceeds received in this Blank Check Offering. On that basis, the fair value of
the  business  or  assets  to be  acquired  must be at least  $80,000.  Once the
acquisition   agreement  meeting  the  above  criteria  has  been  executed  and



                                      3

<PAGE>


shareholders  representing  90% of the  maximum  proceeds  received in the Blank
Check  Offering  elect  to  reconfirm   their   investment,   the  Company  must
successfully complete the mandated reconfirmation  offering, as discussed below,
and consummate the acquisition.

      Pursuant to Rule 419, to the extent that any shareholder does not elect to
remain a shareholder as described  herein and in the  Reconfirmation  Offer, the
Company shall return the entire portion of that  shareholder's  Deposited Funds.
Unless 90% in  interest of the  investors  elect to remain  shareholders  of the
Company, all shareholders will be entitled to the return of their portion of the
Deposited  Funds in the event that the Company elects to consummate the proposed
transaction.  Additionally,  Todd Levine has agreed to absorb all  expenses  for
those shareholders who do not elect to remain  shareholders so that any investor
who does not elect to reconfirm their  investment will be entitled to the return
of their entire  investment  in the Blank Check  Offering.  Furthermore,  in the
event an acquisition is not  consummated  within 18 months of the effective date
of the  Registration  Statement which became  effective on March 14, 1996 (which
termination  date would be September  14,  1997),  the  Deposited  Funds will be
returned to all investors.

RECONFIRMATION OFFERING

      Within  five  business  days  after the  effective  date of the  Company's
Post-Effective  Amendment, the Company will commence a reconfirmation offer. The
terms of the reconfirmation offer will include the following conditions: (i) the
prospectus  contained  in the  Post-Effective  Amendment  will  be  sent to each
investor  whose  securities  are held in the escrow account within five business
days  after  the  effective  date of the  Post-Effective  Amendment;  (ii)  each
investor  will have no fewer than 20 and no more than 45 business  days from the
effective date of the Post-Effective  Amendment to notify the Company in writing
that the investor  elects to remain an  investor;  (iii) if the Company does not
receive written notification from any investor within 45 business days following
the effective date, the pro-rata  portion of the Deposited Funds and any related
interest or dividends held in the escrow account on such investor's  behalf will
be returned to the  investor  within five  business  days by first class mail or
other equally prompt means, but only if the proposed transaction is consummated;
(iv) the acquisition  will be consummated  only if a minimum number of investors
representing 90% of the maximum offering  proceeds  received in this Blank Check
Offering  elect  to  reconfirm  their  investments;  and  (v)  if a  consummated
acquisition has not occurred within 18 months from March 14, 1996, the effective
date of the Company's Blank Check Offering  registration  statement (which would
be September 14, 1997),  the Deposited  Funds held in the escrow account will be
returned to all investors on a pro-rata basis within five business days by first
class mail or other equally prompt means.

      The Company was not able to complete the offering on a timely basis and as
a result,  all of the funds will be  returned to the  investors  in the Rule 419
offering.


                                        4


<PAGE>



ITEM 2.     DESCRIPTION OF PROPERTY
            -----------------------

      The Company currently  maintains its executive  business address on a rent
free basis at 19727  Oakbrook  Circle,  Boca Raton,  Florida  33434 from Todd E.
Levine, the Company's sole officer and director.

ITEM 3.     LEGAL PROCEEDINGS
            -----------------

      None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY SHAREHOLDERS
            --------------------------------------------------------

      Not applicable.


                                     PART II

ITEM 5.     MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED MATTERS
            ---------------------------------------------------------
  
      Not Applicable.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
            ----------------------------------------------------------

GENERAL

      The  Company  was  organized  under  the laws of the State of  Florida  on
October 14, 1994 in order to seek and effect a merger, acquire the assets or the
capital stock of existing businesses or other similar business combination.  The
Company has not been engaged in active  operations since its organization and is
in the  developmental  stage.  From inception of the Company  through the fiscal
year  ending  December  31,  1996,  management's  primary  emphasis  has been on
organizing  the Company,  preparing and  completing  the Company's  Registration
Statement on Form SB-2 for purposes of undertaking  the Blank Check Offering and
the investigation of certain potential business opportunities.

REVENUES

      For the year ended December 31, 1996, the Company had revenues  consisting
of interest  income of $2,895 in contrast with interest income of $66.00 for the
year ended  December  31, 1995.  Expenses for the year ended  December 31, 1996,
were $29,042 in comparison with expenses of $390 for the year ended December 31,







                                      5


<PAGE>


1995. The Company's net loss for the year ended December 31, 1996 was $26,147 in
comparison with a net loss of $324 for the year ended December 31, 1995.

LIQUIDITY AND CAPITAL RESOURCES

      During the period from the Company's  inception through December 31, 1995,
the Company was principally engaged in organizational activities, completing the
aforementioned  Registration  Statement and  investigation of certain  potential
business  opportunities.  During 1996, the Company completed the public offering
of 100,000  shares of Common Stock pursuant to Rule 419 under the Securities Act
of 1933. The funds,  including  interest earned  thereon,  along with the Common
Stock sold in such offering, are being held in escrow until the Company receives
shareholder approval for a proposed acquisition.  In the event an acquisition is
not  consummated by September 14, 1997, the deposited  funds will be returned to
investors.  Apart from cash  included  in such  escrow  account,  the  Company's
principal  asset at December  31, 1996 was cash  totalling  $166 and at June 30,
1997 was cash totalling  $21.00. As of such dates, the Company had total current
liabilities of $22,582 and $22,602, respectively.

ITEM 7.     CONSOLIDATED FINANCIAL STATEMENTS
            ---------------------------------
  
            The  financial  statements  are  included  under  Item 13(a) of this
Report.

ITEM 8.     CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING  AND
            --------------------------------------------------------------------
            FINANCIAL DISCLOSURE
            --------------------

            On February 19, 1997,  Angel E. Lana,  P.A., was replaced by Fiske &
Company as the Company's  independent  auditors when that firm declined to stand
for  re-election  or  appointment.  Angel E. Lana,  P.A.'s report of audit since
inception of the Company did not contain any adverse opinion,  any disclaimer of
opinion,  nor has any opinion been qualified as to  uncertainty,  audit scope or
accounting principles.

      During the Company's two most recent fiscal years and  subsequent  interim
periods  preceding  the  change  in  independent  auditors,  there  were not any
disagreements with Angel E. Lana, P.A. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.

      Fiske & Company was selected by management to replace Angel Lana,  P.A. as
the  Company's  independent  auditors as  determined  by its sole  director  and
executive officer.










                                        6


<PAGE>



                                    PART III


ITEM 9.     DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
            --------------------------------------------------------------------
            COMPLIANCE UNDER SECTION 16 (A) OF THE EXCHANGE ACT
            ---------------------------------------------------

DIRECTORS AND EXECUTIVE OFFICERS

      All officers and directors  are elected  annually to serve for one year or
until their successors are elected and qualified.

Name                      Age             Position
----                      ---             --------

Todd E. Levine            28              President, Chief Executive Officer,
                                          Treasurer, Secretary and Director

      TODD E.  LEVINE has served as the  Company's  President,  Chief  Executive
Officer,  Treasurer,  Secretary and sole Director since August 24, 1995. In 1987
and 1988,  Mr. Levine worked as a Real Estate  Salesperson  for John Daniels and
Associates,  Palm Beach  Gardens,  Florida and J.W.  Charles and  Company,  Boca
Raton,  FL.  From 1986 to 1987,  he worked as an  account  executive  for T.E.L.
Financial  Network,  Inc.,  Margate,  Florida,  a mortgage banking company.  His
accomplishments  included  handling  commercial and residential  sales including
government  loans.  Mr. Levine managed the office,  and initiated  correspondent
relationships  and  secondary  marketing.  He  also  served  as  commercial  and
residential loan underwriter for the firm during 1986.

      Mr.  Levine's  licensure  and  educational  background  includes  being  a
Licensed  General  Contractor;   a  Certified  Residential   Specialist  of  the
Residential  Sales Council in July 1991;  Graduate Realtors  Institute,  October
1989;  Licensed  Florida Real Estate  Broker,  February  1988;  Licensed  Health
Insurance  Agent,  February  1988;  Licensed Life Insurance  Agent,  April 1987;
Licensed  Florida Real Estate  Salesperson,  January 1987; and Licensed  Florida
Mortgage   Broker,   November  1986.  His  professional   affiliations   include
Residential  Sales  Council,  March 1991 to Present;  Fort Myers  Association of
Realtors,  August 1989 to 1992; Cape Coral Association of Realtors, July 1989 to
1992; and Boca Raton, Association of Realtors, January 1987 to February 1990.

      Mr. Levine's experience includes being owner and Senior Operations Officer
of B.K.T., Inc., from 1988 to the present.  B.K.T., Inc., located in Boca Raton,
Florida,  is a real estate investment company and insurance  brokerage firm. His
responsibilities  include  negotiating  purchases  of  abandoned  or  foreclosed
properties,  rehabilitation,  sale and leasing of such properties,  and life and
health insurance sales. His accomplishments include supervision of properties on
both coasts of Florida,  documentation review, sales contracts and mortgages and
personnel recruitment.





                                      7


<PAGE>




      Mr. Levine also serves as President and owner of Sabal Lake Realty,  Inc.,
Pompano Beach, Florida, from 1988 to the present, which is a general real estate
brokerage  company  specializing in new home and  foreclosure  sales on both the
East and West coasts of  Florida.  His  accomplishments  include the sale of new
construction homes for Casa Development, where development homes ranged from the
middle five figures to over $650,000. He also was responsible for the management
of their re-sale home programs, the marketing of rentals and vacant lands sales.
He hired,  trained and  supervised  retail  sales  agents and office  management
personnel and was responsible for the day-to-day  operations of three model home
centers for the Company.

      Mr. Levine has not  participated in any previous Blind Pool or Blank Check
Offerings. Mr. Levine expects to devote up to 50% of his available business time
for the search for a suitable acquisition candidate.


ITEM 10.    EXECUTIVE COMPENSATION

CASH COMPENSATION

      Total cash  compensation  paid to all  executive  officers  as a group for
services  provided  to the  Company  in all  capacities  during  the year  ended
December 31, 1996  aggregated to $-0-.  Set forth below is summary  compensation
table in the tabular format  specified in the applicable rules of the Securities
and Exchange Commission.

                          Summary Compensation Table(1)
<TABLE>
<CAPTION>

                                                    Annual Compensation     Long-Term Compensation
                                                    ----------------------------------------------
                                                                  Awards               Payouts
                                                          ----------------------  ----------------  
                                                              Securities
                                                    Other             Under-
Name and                                           Annual  Restricted  lying             All Other
Principal                                          Compen-    Stock   Options/LTIP         Compen-
Position                Year      Salary Bonus     sation     Award(s) SARs       Payouts  sation
                                    ($)   ($)         ($)      ($)      (#)         ($)     ($)
---------------------------------------------------------------------------------------------------

<S>                     <C>         <C>    <C>        <C>      <C>       <C>        <C>     <C>
Todd E. Levine          1995        $0     $0         $0       $0        0          $0      $0
President, Chief        1996        $0     $0         $0       $0        0          $0      $0 
Executive Officer,
Treasurer, Secretary
and Sole Director









                                      8


<PAGE>



                               OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                      (INDIVIDUAL GRANTS)
---------------------------------------------------------------------------------------------------
                                                    Percent of
                                   Number of        Total Options/
                                   Securities       SARs Granted
                                   Underlying       to Employees     Exercise or
                                   Options/SARs     in Fiscal        Base Price      Expiration
            Name                   Granted (#)      Year             ($/Sh)          Date
---------------------------------------------------------------------------------------------------

<S>                                    <C>              <C>             <C>             <C>
Todd E. Levine                         0                0               0               0
President, Chief Executive
Officer, Treasurer, Secretary
and Sole Director


                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
                                      OPTION/SAR VALUES
---------------------------------------------------------------------------------------------------
                                                         Number of
                                                         Securities            Value of
                                                         Underlying            Unexercised
                               Shares                    Unexercised           in-the-Money
                               Acquired                  Options/SARs          Options/SARs
                               on          Value         at FY-End (#)         at FY-End ($)
                               Exercise    Realized      Exercisable/          Exercisable/
      Name                       (#)         ($)         Unexercisable         Unexercisable
---------------------------------------------------------------------------------------------------

<S>                              <C>         <C>              <C>                  <C>
Todd E. Levine                   0           $0               0                    $0
President, Chief Executive
Officer, Treasurer,
Secretary and Sole Director

            LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
---------------------------------------------------------------------------------------------------

                            Number         Performance      Estimated Future Payouts Under
                            of Shares,     or Other         Non-Stock Price-Based Plans
                            Units or       Period Until     ------------------------------- 
                            Other Rights   Maturation        Threshold      Target      Maximum
         Name                  (#)         or Payout         ($ or #)      ($ or #)     ($ or #)
---------------------------------------------------------------------------------------------------

<S>                             <C>            <C>              <C>           <C>         <C>
Todd E. Levine                  0              0                0             0           0
President, Chief
Executive Officer,
Treasurer, Secretary
and Sole Director

</TABLE>

      The  Company  has not paid any  direct  or  indirect  compensation  to the
current or proposed  officers or  directors of the Company and none will be paid
from the proceeds  from the Blank Check  Offering.  Additionally,  no options or
SARS have been granted to any persons since the Company's inception nor does the
Company have any long range incentive plans.



                                      9


<PAGE>





ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information regarding the Company's
Common  Stock  beneficially  owned on June 30,  1997,  (i) by each person who is
known by the  Company to own  beneficially  or  exercise  voting or  dispositive
control  over 5% or  more of the  Company's  Common  Stock,  (ii) by each of the
Company's  directors,  and (iii) by all  executive  officers and  directors as a
group.  At  July  15,  1997,  there  were  10,000,000  shares  of  Common  Stock
outstanding.  This  information as to beneficial  ownership was furnished to the
Company by or on behalf of the persons named. In general,  a person is deemed to
be a "beneficial  owner" of a security if that person has or shares the power to
vote or direct the voting of such security, or the power to dispose or to direct
the  disposition  of such  security.  A person is also deemed to be a beneficial
owner of any securities of which the person has the right to acquire  beneficial
ownership within (60) days.  Information with respect to the percent of class is
based on 10,000,000  shares of the Company's Common Stock issued and outstanding
as of August 15, 1997.
                                                              Percentage
                                      # of Shares of          of Company
    Name and Address                   Common Stock          Owned Before
      of Beneficial                    Beneficially            Proposed
          Owner                            Owned              Transaction
          -----                            -----              -----------

    Mr. Todd E. Levine(1)               9,790,000                97.9%

    Atlas, Pearlman,
    Trop & Borkson, P.A.(2)               100,000                 1.0%

    Mr. Michael Hanzman(3)                 10,000                  .1%

    All Executive Officers              9,790,000                97.9%
    and  Directors as a
    Group (1 Person)

    Blank Check                           100,000                   1%
    Offering
    Shareholders
____________________________

(1)   The address is 19727 Oakbrook Circle, Boca Raton, Florida 33434.
(2)   The address is 200 East Las Olas Boulevard,  Suite 1900, Fort  Lauderdale,
      Florida 33301.







                                       10


<PAGE>


(3)   The address is Hanzman & Criden P.A.,  200 S.  Biscayne  Boulevard,  Suite
      2100, Miami, Florida 33141.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            ----------------------------------------------
 
      Mr.  Todd E.  Levine  acquired  9,900,000  shares of  Common  Stock of the
Company in August 24, 1995 for a consideration  of $9,900 or $.001 per share. On
August 25, 1995,  Mr.  Levine  transferred  10,000 shares of Common Stock to Mr.
Michael Hanzman for no consideration. On August 29, 1995, Mr. Levine transferred
100,000  shares of Common  Stock to Atlas,  Pearlman,  Trop & Borkson,  P.A.  in
consideration for legal services rendered to the Company.

ITEM 13.    EXHIBITS, LIST AND REPORTS ON FORM 8-K
            --------------------------------------
 
      (a)   The financial statements listed on the index to financial statements
on page F-1 are filed as part of this Form 10-KSB.

      (b)   Reports on Form 8-K
            -------------------

            None.

      (c)   Exhibits

            2.1   Stock Purchase and Exchange  Agreement between the Company and
                  301 Plaza,  Inc.  (incorporated  by reference to the Company's
                  Registration   Statement,   File  No.  33-967766A  ("1996-1997
                  Registration Statement"))

            2.2   Amendment   to   Stock   Purchase   and   Exchange   Agreement
                  (incorporated   by  reference  to  the  Company's   "1996-1997
                  Registration Statement")

            3.1   Form   of   Restated   Articles   of   Incorporation   of  IMV
                  Lease/Capital,   Inc.   (incorporated   by  reference  to  the
                  Company's 1996-1997 Registration Statement)

            3.2   Bylaws of IMV Lease/Capital,  Inc.  (incorporated by reference
                  to 1996- 1997 Registration Statement)

            4.1   Specimen Common Stock  Certificate  (incorporated by reference
                  to 1996- 1997 Registration Statement)

            10.1  Forms of Subscription  Documentation for prospective investors
                  (incorporated   by   reference   to   1996-1997   Registration
                  Statement)

            10.2  Executed   Form   of   Deposited   Funds   Escrow    Agreement
                  (incorporated   by   reference   to   1996-1997   Registration
                  Statement)
 
            10.3  Executed  Form  of  Deposited   Securities   Escrow  Agreement
                  (incorporated   by   reference   to   1996-1997   Registration
                  Statement)
 
            16.1  Letter of Angel E. Lana,  P.A.  (incorporated  by reference to
                  1996-1997 Registration Statement)
           
            27    Financial Data Schedule (Electronic filing only)

            99.1  Form of  Reconfirmation  Offer  (incorporated  by reference to
                  1996-1997 Registration Statement)

                                       11

<PAGE>



                                    SIGNATURE
                                    ---------


      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized on this 18th day of September, 1997.



                                    IMV LEASE/CAPITAL, INC.



                                    By: /s/ Todd E. Levine
                                       -------------------------------------
                                       Todd E. Levine, Chairman of the Board
                                       and Chief Executive Officer


      In accordance with the Exchange,  this Report has been signed below by the
following  person on behalf of the Registrant,  and in the capacities and on the
date indicated.


                                   SIGNATURES
                                   ----------


                              Chairman of the Board,
                              President and Principal
/s/Todd E. Levine             Executive, Financial
-----------------             and Accounting Officer         September 18, 1997
Todd E. Levine   




















                                       12

<PAGE>






                           IMV LEASE/CAPITAL, INC.
                        (A Development Stage Company)
                             Financial Statements
                              December 31, 1996



                                      INDEX



Independent Auditor's Report                                              F-2

Balance Sheet                                                             F-3

Statement of Operations                                                   F-4

Statement of Changes in Shareholders' Equity                              F-5

Statement of Cash Flows                                                   F-6

Notes to Financial Statements                                          F-7 - F-8



























                                       F-1


<PAGE>



Board of Directors
IMV Lease/Capital, Inc.
Boca Raton, Florida


                         INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying  balance sheets of IMV  Lease/Capital,  Inc. (A
Development  Stage Company) as of December 31, 1996, and the related  statements
of  operations,  stockholders'  equity  and cash  flows for the two years  ended
December 31, 1996,  and from October 14, 1994  (Inception) to December 31, 1996.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of IMV  Lease/Capital,  Inc. (A
Development  Stage  Company) as of  December  31,  1996,  and the results of its
operations,  changes in its stockholders'  equity and its cash flows for the two
years ended December 31, 1996 and from October 14, 1994  (Inception) to December
31, 1996, in conformity with generally accepted accounting principles.




Hollywood, Florida
May 21, 1997















                                       F-2

<PAGE>
                             IMV LEASE/CAPITAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                     December 31,
                                                                  1996         1995
                                                                  ----         ----
<S>                                                            <C>          <C>      
                                     Assets
                                     ------

Current Assets:
     Cash                                                      $   3,011    $   6,576
     Cash - restricted                                           100,000
     Prepaid expenses                                               --          1,000
                                                               ---------    ---------
          Total Assets                                         $ 103,011    $   7,576
                                                               =========    =========



                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current Liabilities:
     Accounts payable                                          $  20,563    $    --
     Payable to stockholder                                        2,019         --
                                                               ---------    ---------
          Total current liabilities                               22,582         --
                                                               ---------    ---------


Stockholders' Equity:
     Common stock, $.001 par value -
          100,000,000 shares authorized, 10,000,000
          and 9,900,000 shares issued and outstanding             10,000        9,900
     Preferred stock, $.001 par value
          20,000,000 shares authorized, no shares issued and
          outstanding                                               --           --
     Additional paid-in capital                                   96,900        5,000
     Deficit accumulated during the development stage            (26,471)      (7,324)
                                                               ---------    ---------
          Total stockholders' equity                              80,429        7,576
                                                               ---------    ---------


          Total liabilities and stockholders' equity           $ 103,011    $   7,576
                                                               =========    =========

</TABLE>











                 See accompanying notes to financial statements

                                      F-3


<PAGE>
                             IMV LEASE/CAPITAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             Statement of Operations
<TABLE>
<CAPTION>

                                              For the Year Ended   Period from October 14,
                                                 December 31,      1994 (Date of Inception)
                                              1996         1995     to December 31, 1996
                                              ----         ----     --------------------
<S>                                        <C>           <C>           <C>
Revenues
     Interest income                       $  2,895      $     66      $  2,961



Expenses
     General and administrative              29,042           390        29,432
                                           --------      --------      --------



Net loss                                   $(26,147)     $   (324)     $(26,471)
                                           ========      ========      ========



Net loss per share                         $(0.0026)     $   --
                                           ========      ========

</TABLE>



































                 See accompanying notes to financial statements

                                      F-4


<PAGE>
                             IMV LEASE/CAPITAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        Statement of Stockholders' Equity 


<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                                                  Additional   During the
                                                         Common       Preferred    Paid-in     Development
                                                         Stock          Stock      Capital       Stage        Total
                                                --------------------    -----      -------       -----        -----
                                               
                                                  Shares     Amount
                                                  ------     ------

<S>                                             <C>         <C>        <C>         <C>          <C>          <C>  

Balance, October 14, 1994 (Date of Inception)        --     $ --      $    --      $  --        $   --       $   --


Issuance of Common Stock, August 24, 1995       9,900,000     9,900        --         --            --          9,900


Net Loss                                             --        --          --         --            (324)        (324)
                                               ----------   -------    --------    -------      --------     --------

Balance, December 31, 1995                      9,900,000   $ 9,900    $   --      $  --        $   (324)    $  9,576


Issuance of Common Stock - Public Offering        100,000       100        --       96,900          --         97,000
   March 14, 1996 (net of $3,000 in related
   costs)

Net Loss                                             --        --          --         --         (26,147)     (26,147)
                                               ----------   -------    --------    -------      --------     --------


Balance, December 31, 1996                     10,000,000    10,000        --       96,900       (26,471)      80,429
                                               ==========   =======    ========    =======      ========     ========

</TABLE>































                                  See accompanying notes to financial statements

                                                       F-5

<PAGE>


                             IMV LEASE/CAPITAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             Statement of Cash Flows
<TABLE>
<CAPTION>

                                                             For the Year Ended  From October 14, 1994
                                                                 December 31,    (Date of Inception) to
                                                             1996         1995    December 31, 1996
                                                             ----         ----    -----------------
<S>                                                      <C>          <C>          <C>       
Cash flows from operating activities:
     Net loss                                            $ (26,147)   $    (324)   $ (26,471)
     Adjustments to reconcile net loss to net
          cash used by operating activities
               (Increase) decrease in prepaid expenses       1,000       (1,000)        --
               Increase in accounts payable                 19,563        1,000       20,563
                                                         ---------    ---------    ---------
          Net cash used by operating expenses               (5,584)        (324)      (5,908)
                                                         ---------    ---------    ---------


Cash flows from financing activities:
     Issuance of common stock                              100,000        9,900      109,900
     Deferred offering costs                                (3,000)      (3,000)
     Stockholder loan payable                                2,019         --          2,019
     Increase in restricted cash                          (100,000)        --       (100,000)
                                                         ---------    ---------    ---------
          Net cash provided by financing activities          2,019        6,900        8,919
                                                         ---------    ---------    ---------


Net increase(decrease) in cash                              (3,565)       6,576        3,011


Cash at beginning of period                                  6,576         --           --
                                                         ---------    ---------    ---------
Cash at end of period                                    $   3,011    $   6,576    $   3,011
                                                         =========    =========    =========

</TABLE>






















                 See accompanying notes to financial statements

                                      F-6

<PAGE>

                             IMV LEASE/CAPITAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------
  
Business Activity
-----------------

IMV Lease/Captial,  Inc. (the Company) was organized under the laws of the State
of Florida on October 14, 1994.  The Company is a development  stage company and
has not commenced  operations.  The Company intends to effect a merger,  acquire
the assets or the common stock of existing businesses.

Cash Equivalents
----------------

For purposes of the  statement of cash flows,  the Company  considers all highly
liquid debt instruments purchased with a maturity of three months or less, to be
cash equivalents.

NOTE 2 - PUBLIC OFFERING
         ---------------
    
The Company raised  $100,000 in exchange for 100,000 shares of common stock in a
public  offering  pursuant  to  Rule  419 of the  Securities  Act of  1933,  the
effective date of which was March 14, 1996. The funds, including interest earned
thereon,  along with the common  stock issued are being held in escrow until the
Company submits for shareholder  approval a proposed business acquisition and at
least 90% of the aforementioned  100,000 common shares are voted in favor of the
proposed transaction. In the event an acquisition is not consumated by September
14, 1997, the deposited funds will be returned to all investors.

NOTE 3 - NET LOSS PER SHARE
         -----------------

Net loss per  share  has been  computed  by  dividing  net loss by the  weighted
average number of common shares  outstanding  during the period.  The numbers of
common shares used for computing net loss per share were  9,935,343 in 1996, and
9,900,000 in 1995.

NOTE 4 - DEFERRED OFFERING COSTS
         -----------------------
  
Direct costs of the public  offering  were  deferred  and deducted  from paid-in
capital upon completion of the public offering.






                                       F-7


<PAGE>


                             IMV LEASE/CAPITAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



NOTE 5 - INCOME TAXES
         ------------

The Company has a net operating loss of $26,471, that expires as follows:

      December 31,
      ------------
 
      2010              $     324
      2011                 26,147
                        ---------
                        $  26,471
                        =========

NOTE 6 - CONCENTRATIONS OF CREDIT RISK
         -----------------------------
   
The Company has concentrated its credit risk for cash by maintaining deposits in
one financial institution which exceeds amounts covered by insurance provided by
the U.S.  Federal  Deposit  Insurance  Corporation  (FDIC).  The Company has not
experienced  any losses in such  accounts  and believes it is not exposed to any
significant credit risk to cash.

























                                       F-8