SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934

For the quarterly period ended        June 30, 1996
                              --------------------------------------------------

                                       OR

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

For the transition period from_______________________ to _______________________

       Commission File Number:          33-96776-A
                                ---------------------------

                             IMV LEASE\CAPITAL, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)

          FLORIDA                                        65-0525864
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

 19727 Oakbrook Circle, Boca Raton, Florida                    33434
--------------------------------------------------------------------------------
 (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:    (561) 483-9940
                                                   -----------------------------


--------------------------------------------------------------------------------
Former  Name,  Former  Address and Former  Fiscal  Year,  if changed  since last
Report.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable dated.

Common Stock Outstanding as of September 14, 1997:  10,000,000 Shares





<PAGE>



ITEM 1.     FINANCIAL STATEMENTS
            --------------------



                             IMV LEASE/CAPITAL, INC.

                              FINANCIAL STATEMENTS





                                    CONTENTS


Financial Statements:

      Balance Sheet .........................................................2

      Statement of Operations................................................3

      Statement of Cash Flows................................................4

Notes to Financial Statements..............................................5-6

























                                      1




<PAGE>
                             IMV LEASE/CAPITAL, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                  June 30, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      June 30,    December 31,
                                                                         1996         1995    
                                                                         ----         ----    
<S>                                                                   <C>          <C>         
                                     Assets
                                     ------
Current Assets:                                                                                 
     Cash                                                             $   2,036    $   6,576    
     Cash - restricted                                                  100,000          --     
     Prepaid Expenses                                                       --         1,000
                                                                      ---------    ---------           
          Total assets                                                $ 102,036    $   7,576    
                                                                      =========    =========    
                                                                                      
                                                                                                
                                                                                                
                      Liabilities and Stockholders' Equity                                      
                      ------------------------------------                                      
                                                                                                
Current Liabilities:                                                                            
     Accounts payable                                                 $  15,880     $   --            
     Payable to stockholder                                               3,000         --      
                                                                      ---------    ---------    
          Total current liabilities                                      18,880         --      
                                                                      ---------    ---------    
                                                                                                
                                                                                                
Stockholders' Equity:                                                                           
     Common stock, $.001 par value -                                                            
          100,000,000 shares authorized, 10,000,000                                             
          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                   (23,744)      (7,324)   
                                                                      ---------    ---------    
          Total stockholders' equity                                     83,156        7,576    
                                                                      ---------    ---------    
                                                                                                
                                                                                                
          Total liabilities and stockholders' equity                  $ 102,036    $   7,576    
                                                                      =========    =========    
                                                                                                
                                                                                  
</TABLE>




 





                See accompanying notes to financial statements

                                       2


<PAGE>

                             IMV LEASE/CAPITAL, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                        Period From
                                   For the Six       For the Six      For the Three   For the Three    October 14, 1994
                                   Months Ended      Months Ended     Months Ended    Months Ended   (Date of Inception)
                                   June 30, 1996     June 30, 1995    June 30, 1996   June 30, 1995    To June 30, 1996
                                   -------------     -------------    -------------   -------------  ------------------- 
<S>                                  <C>              <C>             <C>             <C>             <C>          
Revenues                                                             
     Interest income                 $    938         $   --          $    905        $   --          $   1,004
                                                                                              
                                                                                              
                                                                                              
Expenses                                                                                      
     General and administrative        24,358             --            17,358            --             24,748
                                     --------         --------        --------        --------        ---------
                                                                                              
                                                                                              
                                                                                              
Net income (loss)                    $(23,420)        $   --          $(16,453)       $   --          $ (23,744)
                                     ========         ========        ========        ========        ---------
                                                                                              
                                                                                              
                                                                                              
Net income (loss) per share          $   --           $   --          $ --            $   --    
                                     ========         ========        ========        ========   
                                                                                      
</TABLE>






















































                                 See accompanying notes to financial statements

                                                          3



<PAGE>
                                                
                             IMV LEASE/CAPITAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                        Period From
                                                      For the Six      For the Six    October 14, 1994
                                                      Months Ended     Months Ended  (Date of Inception)
                                                     June 30, 1996    June 30, 1995   to June 30, 1996
                                                     -------------    -------------   ----------------
<S>                                                     <C>             <C>             <C>       
Cash flows from operating activities:

     Net income (loss)                                  $ (23,420)      $     --        $ (23,744)
     Adjustments to reconcile net loss to net
          cash used by operating activities
               Decrease in prepaid expenses                 1,000                            --
               Increase in accounts payable                14,880             --           15,880
                                                        ---------       ----------      ---------
          Net cash provided by (used by) operating
             expenses                                      (7,540)            --           (7,864)
                                                        ---------       ----------      ---------


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


Net increase (decrease) in cash                            (4,540)            --            2,036


Cash at beginning of period                                 6,576             --             --
                                                        ---------       ----------      ---------
Cash at end of period                                   $   2,036       $     --        $   2,036
                                                        =========       ==========      =========

</TABLE>



























                       See accompanying notes to financial statements

                                            4



<PAGE>
                             IMV LEASE/CAPITAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                   (Unaudited)




The  financial  information  included  herein is  unaudited.  Such  information,
however,  reflects  all  adjustments  (consisting  solely  of  normal  recurring
adjustments)  which are,  in the  opinion  of  management,  necessary  to a fair
statement  of the  results  for the  interim  periods.  The  results for interim
periods are not necessarily indicative of results to be expected for the year.

NOTE 1 - Summary of Significant Accounting Policies
         ------------------------------------------

Business Activity
-----------------

IMV Lease/Capital,  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 - Deferred Offering Costs
         -----------------------

Direct costs of the public  offering  were  deferred  and deducted  from paid-in
capital upon completion of the public offering.





                                      5



<PAGE>


                           IMV LEASE/CAPITAL, INC.
                        (A Development Stage Company)
                        Notes to Financial Statements
                                 (Unaudited)





NOTE 4 - 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.






































                                      6


<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            ---------------------------------------------------------------
            RESULTS 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 June 30, 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 quarter ended June 30, 1996,  the Company had revenues  consisting
of interest income of $905.00. Expenses for the quarter ended June 30, 1996 were
$17,358.00.  The  Company's  net loss for the  quarter  ended June 30,  1996 was
$16,453.00.  For the six months  ended June 30,  1996,  the Company had revenues
consisting  of  interest  income of  $938.00.  Expenses  during such period were
$24,358.00.  The  Company's  net loss for the six months ended June 30, 1996 was
$23,420.00.

LIQUIDITY AND CAPITAL RESOURCES

      During the period from the Company's  inception through June 30, 1996, the
Company was principally  engaged in  organizational  activities,  completing the
aforementioned  Registration  Statement and  investigation of certain  potential
business opportunities.  During the first quarter of 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. 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.  Apart from cash  included  in such escrow
account,  the  Company's  principal  asset at June 30,  1996 was cash  totalling
$2,036.00.  As of such  date,  the  Company  had total  current  liabilities  of
$18,880.00.


                           PART II. OTHER INFORMATION


ITEMS 1-6.  Not Applicable



                                      7



<PAGE>


                                    SIGNATURE


      In accordance with requirements of the Exchange Act, the Issuer has caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                          IMV LEASE/CAPITAL, INC.



                                           By: /s/ Todd E. Levine
                                              --------------------------  
                                              Todd E. Levine, President


DATED:  September 18, 1997.