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        March 31, 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
                                 March 31, 1996
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                                      March 31,    December 31,   
                                                                          1996         1995
                                                                          ----         ----
<S>                                                                     <C>        <C>    
                                     Assets
                                     ------
Current Assets:               
     Cash                                                               $ 4,489   $   6,576 
     Prepaid Expenses                                                     1,000       1,000       
     Deferred Offering Costs                                              3,000        --
                                                                        -------   --------- 
          Total assets                                                  $ 8,489   $   7,576 
                                                                        =======   ========= 
                                                                                            
                                                                                            
                                                                                            
                      Liabilities and Stockholders' Equity                                  
                      ------------------------------------                                  
                                                                                            
Current Liabilities:                                                                        
     Accounts payable                                                   $ 5,880   $    --   
                                                                        -------   ---------  
          Total current liabilities                                       5,880        --   
                                                                        -------   --------- 
                                                                                            
                                                                                            
Stockholders' Equity:                                                                       
     Common stock, $.001 par value -                                                        
          100,000,000 shares authorized, 9,900,000                                          
          shares issued and outstanding                                   9,900       9,900 
     Preferred stock, $.001 par value -                                                     
          20,000,000 shares authorized, no shares issued                                    
          and outstanding                                                  --          --   
     Additional paid-in capital                                                       5,000 
     Deficit accumulated during the development stage                    (7,291)     (7,324)     
                                                                        -------   --------- 
          Total stockholders' equity                                      2,609       7,576 
                                                                        -------   --------- 
                                                                                            
                                                                                            
          Total liabilities and stockholders' equity                    $ 8,489   $   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 Three   For the Three    October 14, 1994
                                        Months Ended    Months Ended   (Date of Inception)
                                       March 31, 1996  March 31, 1995  to March 31, 1996
                                       --------------  --------------  -----------------
<S>                                        <C>             <C>            <C>    
Revenues
     Interest income                       $    33         $    --        $    99



Expenses
     General and administrative              7,000              --          7,390
                                           -------         ---------      -------



Net income (loss)                          $(6,967)        $    --        $(7,291)
                                           =======         =========      =======



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

</TABLE>



     





















             See accompanying notes to financial statements

                                       3


<PAGE>




                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         
                                                                                            Period From
                                                        For the Three    For the Three    October 14, 1994
                                                         Months Ended     Months Ended   (Date of Inception)
                                                        March 31, 1996   March 31, 1995   to March 31, 1996
                                                        --------------   --------------   -----------------
<S>                                                         <C>           <C>              <C>     
Cash flows from operating activities:                                                   
                                                                                        
     Net income (loss)                                      $(6,967)      $  --            $(7,291)
     Adjustments to reconcile net loss to net                                           
          cash used by operating activities                                             
               (Increase) decrease in prepaid expenses         --            --             (1,000)      
               Increase in accounts payable                   4,880          --              5,880
                                                            -------       -------          -------
          Net cash provided by (used by) operating                                      
             expenses                                        (2,087)         --             (2,411)
                                                            -------       -------          -------
                                                                                        
                                                                                        
Cash flows from financing activities:                                                   
     Issuance of common stock                                  --            --              9,900
     Deferred offering costs                                   --            --             (3,000)
     Stockholder loan payable                                  --            --               --
     Increase in restricted cash                               --            --               --
                                                            -------       -------          -------
          Net cash provided by (used by) financing                                      
              activities                                       --            --              6,900
                                                            -------       -------          -------
                                                                                        
                                                                                        
Net increase (decrease) in cash                              (2,087)         --              4,489
                                                                                        
                                                                                        
Cash at beginning of period                                   6,576          --               --
                                                            -------       -------          -------
Cash at end of period                                       $ 4,489       $  --            $ 4,489
                                                            =======       =======          =======
                                                                                        
                                                                                     
                                    
</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 March 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 quarter ended March 31, 1996, the Company had revenues  consisting
of interest income of $33.00. Expenses for the quarter ended March 31, 1996 were
$7,000.00.  The  Company's  net loss for the  quarter  ended  March 31, 1996 was
$6,967.00.

LIQUIDITY AND CAPITAL RESOURCES

      During the period from the Company's inception through March 31, 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 Company's  principal asset at March 31, 1996 was
cash  totalling  $4,489.00.  As of such  date,  the  Company  had total  current
liabilities of $5,880.00.


                           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.