<PAGE>   1
                      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)


<PAGE>   2


                            MEDCO HEALTH CORPORATION
                      (FORMERLY WILLISTON OIL CORPORATION)


                                TABLE OF CONTENTS

Part I

<TABLE>
<CAPTION>
                                                                                    Page
                                                                                    ----
<S>                                                                                 <C>
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
</TABLE>


                                       -i-

<PAGE>   3
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
<TABLE>
<CAPTION>
                                     Assets

                                                      March 31, 1997    June 30, 1996
                                                      --------------    -------------
<S>                                                   <C>               <C>
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
                                                       =========         ==========

</TABLE>

                       See Notes to Financial Statements


                                      -1-
<PAGE>   4

                Medco Health Corporation (formerly Medco, Inc.)
                -----------------------------------------------
                         (A Development Stage Company)
                         -----------------------------


                            Statements of Operations

<TABLE>
<CAPTION>
                                                                    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
                              ----    ----        ----   ----           ----
<S>                         <C>      <C>        <C>      <C>        <C>
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
                          -------   -------     -------  -------       -------

</TABLE>

                       See Notes to Financial Statements


                                      -2-

<PAGE>   5
                Medco Health Corporation (formerly Medco, Inc.)
                -----------------------------------------------
                         (A Development Stage Company)
                         -----------------------------

                            Statements of Operations

<TABLE>
<S>                           <C>       <C>        <C>       <C>        <C>
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     $      -  $       -  $      -  $       -  $       -
                              ========  =========  ========  =========  =========
</TABLE>

                       See Notes to Financial Statements

                                      -3-
<PAGE>   6
                Medco Health Corporation (formerly Medco, Inc.)
                         (A Development Stage Company)

                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>


                               Common       Paid In         Retained 
                               Stock        Capital         Earnings       Total
                              --------     ----------      ---------     ----------
<S>                           <C>          <C>             <C>           <C>
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)
                              ========     =========       =========     =========

</TABLE>

                       See Notes to Financial Statements

                                      -4-
<PAGE>   7
                Medco Health Corporation (formerly Medco, Inc.)
                         (A Development Stage Company)

                            Statements of Cash Flows

                                                                      



<TABLE>
<CAPTION>
                                                                Cumulative
                                                               Period from
                                                Nine Months    July 1, 1994
                                                   Ended        (Date of
                                                 March 31,     Inception) to
                                                   1997        March 31, 1997
                                                ----------     --------------

<S>                                            <C>            <C>

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

</TABLE>

                       See Notes to Financial Statements


                                      -5-


          
<PAGE>   8
                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-


     
<PAGE>   9

Note 2  - Capital Stock
          -------------
          The following is a summary of the various classes of capital stock at
          September 30, 1996:


       Common Stock
       ------------
<TABLE>
          <S>                                              <C>
          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
                                                            =======
</TABLE>

Preferred Stock
---------------

<TABLE>
          <S>                                              <C>
          Par value $.001 per share:
          authorized 25,000,000 shares;
          none issued and outstanding                       $      
                                                            =======
</TABLE>

          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-

<PAGE>   10
                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-
<PAGE>   11
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-

<PAGE>   12

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-
<PAGE>   13
                                   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-