<PAGE>   1
                      U.S. SECURITIES & EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(X) Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarter period ended March 31, 1997.

( ) Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from _________ to _________.

                          Commission File Number 0-9185

                            MEDCO HEALTH CORPORATION
                      (Formerly Williston Oil Corporation)

Nevada                                                                22-1934084
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation 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) NO ( ).

                      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)

                                     Part I
<PAGE>   2
Item 1.  Business.

         Medco Health Corporation's principal business activities remain the
marketing and distribution of medical equipment and supplies. Health care is one
of the largest industries in the World and continues to grow as new products,
devices, procedures and techniques are developed. According to industry
estimates, the physician office site segment of the health care industry
represents a $6.6 billion market estimated to be growing 8% to 12% annually. The
company plans to take advantage of such growth by expanding its existing medical
supply and equipment distribution operations through increases in its sales
staff and the broadening of its product lines and markets. The company also
intends to expand its operations to include two additional segments, the
establishment and operation of a chemical laboratory and diagnostic imaging
facility. To accomplish these goals, the company will require additional funding
in an approximate amount of $4,700,000.00, which it intends to raise by means of
secured loans from banks and other lending institutions. There is no assurance
that the company will, in fact, be able to raise such funding and actually
expand its operations as contemplated or even to bring its present operations to
a profitable level. There is also no assurance that the company will, in fact,
be successful in establishing and commencing operation of either of its proposed
new businesses, or in expanding, or reaching profitable operational levels in
its existing medical supply and equipment distribution business. A failure on
the part of the company to raise at least $4,700,000.00 in additional financing,
will have a material adverse effect upon its financial position and prospects
and its ability to continue in business.

               Proposed Establishment and Operation of a Clinical
                   Laboratory and Diagnostic Imaging Facility

         The company intends to establish and operate a clinical laboratory and
diagnostic imaging facility in northern New Jersey. It has entered into a twenty
year lease with Ferolie Realty Associates, L.L.C., for the premises located at
532 Sylvan Avenue, Englewood Cliffs, New Jersey 07632. The said premises consist
of an entire office building comprising 8,000 square feet, together with the
underlying land and parking area which include parking spaces for twenty (27)
vehicles. The company plans to renovate the premises in order to establish a
clinical laboratory and a diagnostic imaging facility.

         The company estimates that it will cost approximately $4,700,000.00 to
renovate the premises and purchase the necessary equipment for both the
diagnostic imaging and clinical laboratory facilities. The company intends to
borrow the funds it requires from various financial institutions through secured
loan agreements. To date the company has not received any commitments for the
necessary loans from any bank or other financial institution, nor can the
company give any assurance that it will be able to obtain such commitments.

                           Proposed Operating Strategy

         If the company is successful in raising sufficient financing to develop
and establish a clinical laboratory facility, and is able to commence operation
thereof, its primary goal will be to become a leading regional provider of high
quality, cost-efficient clinical laboratory testing services to a diversified
group of clients and payer sources.

                           Certification and Licenses

         The Federal Government and the State of New Jersey impose various
certification and licensure obligations on clinical laboratory and diagnostic
imaging companies. The applicable certification and licensure programs establish
standards for the day to day operation of a clinical laboratory and
<PAGE>   3
diagnostic imaging facility including, among other things, the training and
skills required of personnel and quality control. Compliance with such standards
is verified by periodic inspections by inspectors representing the appropriate
federal and state regulatory agencies. In addition, federal and state law
mandates proficiency testing, which involve testing of control and comparison of
actual results with established standards.

         The company is already licensed by the State of New Jersey for a
Certificate of Need for M.R.I. Testing. Once the laboratory is complete, the
company will be eligible for and will apply for all necessary licensing.

                          Restrictions on Self-Referral

         Both the Federal Government and most states have enacted legislation
which prohibits clinical laboratories and diagnostic imaging facilities from
billing for laboratory tests, x-rays and M.R.I.'s if the physicians ordering the
test, x-ray or M.R.I. (or an immediate relative of the Physician) has a direct
or indirect ownership or investment interest in or compensation agreement with,
the laboratory or facility. Section 1877 of the Social Security Act, commonly
known as the "Stark Bill" which became effective January 1, 1992, generally
prohibits a clinical laboratory and diagnostic imaging facility from billing for
tests covered by Medicare or Medicaid if the physician ordering the test (or an
immediate relative of such physician) has a direct or indirect ownership or
investment interest in, or compensation arrangement with, the laboratory or
facility. Congress has considered legislation that would extend this prohibition
to preclude laboratories and facilities from billing for services rendered to
any patient if the services were rendered on referral from a physician with a
financial relationship to the laboratory or facility, unless an exception
applied. Ownership interests would include ownership of shares of common stock.
It does not appear that there is an exception from the Stark Bill for which the
company will qualify. This means that physicians who own stock in the company
will not be able to utilize the company's laboratory services if the company is
successful in establishing and commencing operation thereof. In the event that a
public market for the shares of the company's common stock develops and the
stock is traded publicly, it may not be possible fully to comply with the Stark
Bill on an ongoing basis.

         Individuals or entities who are found to have violated the Stark Bill
may be subject to severe monetary civil penalties and possible exclusion from
the Medicare and State Medicaid programs. Items or services which are billed and
paid for in violation of the Stark Bill are subject to refund.

                              Government Regulation

         The operation of a clinical laboratory and diagnostic imaging
businesses are subject to complex federal and state regulation and the
government and third-party payer reimbursement system for clinical laboratory
and diagnostic imaging services is complex and subject to variances among payers
and to variances in interpretation of billing regulations and guidelines. The
company's clinical laboratory and diagnostic imaging operations will be
conducted in the State of New Jersey , therefore, it will be subject to all
applicable Federal and New Jersey State regulations. To the extend that the
company's proposed clinical laboratory and diagnostic businesses operate in any
other state, such operations will be subject to the additional regulations
thereof. The company intends, in the event that it is successful in establishing
a clinical laboratory and a diagnostic imaging facility and commencing the
operations thereof, to engage special health care counsel to assist it in
developing a compliance program meeting the requirements of the applicable
federal and state guidelines.
<PAGE>   4
Item 2.  Properties and Equipment.

         The Company's corporate headquarters are still maintained at 532 Sylvan
Avenue, Englewood Cliffs, New Jersey 07632.

         The company entered into an agreement on May 31, 1996 with Ferolie
Realty associates, L.L.C., to lease the premises located at 532 Sylvan Avenue,
Englewood Cliffs, New Jersey. The said premises consist of the entire office
building comprising 8,000 square feet, together with the underlying land and
parking area which include parking spaces for twenty seven (27) vehicles. The
company has been renovating the premises in order to establish radiological
diagnostic facilities and a clinical laboratory.

         The lease is for a twenty (20) year term commencing July 1, 1996 and
terminating June 30, 2016. Annual rent is fixed at the rate of $96,000.00 for
the first five years, payable in advance monthly installments of $8,000.00.

         In addition to the net rent, the lease provides for payment of
"Additional rent" by way of, among other things, real estate taxes, water and
sewer charges, any license and permit fees necessary for the use of the
premises, and any other governmental charges relating to the premises.

         The company does not lease or occupy any other properties.

Item 3.  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.

                                     Part II

Item 5.  Market for the company's Common Equity and Related Stockholder Matters.

         There is no market for the company's common stock, $.001 par value, and
there has been none since 1983. In the event that a market for the common stock
of the company should develop, initial trading will be in the over-the-counter
market. In such event, the company will endeavor to take all action necessary to
have the trading of the stock quoted on the OTC Bulletin Board of the National
Association of Securities Dealers.

Item 6.  Management's Discussion and Analysis.

         From January to March of 1997, Med-Smart, located in Elmwood Park, New
Jersey, became a significant client of Medco Health Corporation. Also, the
Hackensack Medical Center continued a its long standing order of approximately
$40,000.00 per month in medical supplies from Medco Health Corporation.

         The company's principal objective remains complete customer
satisfaction. Its goals in this area include delivery service on a regular
basis, knowledgeable consultation sales professionals, a broad product line
including sophisticated diagnostic equipment and supplies, no minimum order size
or shipping charges, and returns of unused, saleable products for instant
credit.
<PAGE>   5
         As of the date hereof, however, the company has been unable to achieve
such goals except on a limited basis because its limited financial resources and
insufficient warehouse space have effectively prevented it from keeping
sufficient supplies in stock or retaining, on a permanent basis, an adequate,
knowledgeable sales staff.

         The company intends to remedy the foregoing problems by raising
adequate financing for investment in inventory and by expanding its warehouse
space.

Item 7.  Financial Statements.

         The financial statements of the company, required to be included in
this Report pursuant to Item 310(a) of Regulation S-13, are set forth below:

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

                                 Balance Sheets

                                     Assets

<TABLE>
<CAPTION>
                                                      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
                                                         ========       ========
</TABLE>


                  Liability and Stockholder's Equity (Deficit)

<TABLE>
<S>                                                         <C>              <C>
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
<PAGE>   6
                 Medco Health Corporation (formerly Medco, Inc.)
                          (A Development Stage Company)

                            Statements of Operations

<TABLE>
<CAPTION>
                                                                                       Cumulative
                                                                                      Period from
                                             Three months         Nine months         July 1, 1994
                                                 ended               ended              (Date of
                                               March 31,           March 31,         Inception) to
                                                 1997                1997            March 31, 1997
                                                 ----                ----            --------------
<S>                                          <C>                 <C>                 <C>
Revenues                                     $         --        $         --        $     83,069

Cost of sales                                          --                  --              16,939
                                             ------------        ------------        ------------

Gross profit                                           --                  --              66,130
                                             ------------        ------------        ------------

General and administrative expenses:
     Payroll - officers                                --              32,390              39,890
     Payroll - other                                   --               8,000              23,689
     Taxes and licenses                             4,620               8,702              11,002
     Management fees                                9,196              13,111              19,036
     Commission expense                            28,685              28,885              37,285
     Travel                                            --                 450               7,324
     Miscellaneous                                    299               2,294               3,044
     Bad debt                                          --                  --              60,746
     Insurance                                      7,064              15,233              20,521

     Supplies                                       3,310               5,780               5,780
     Advertising                                       --                  --               1,844
     Truck and auto expenses                          561               1,430               4,932
     Rent                                          32,000              43,000              54,075
     Telephone                                      3,353               3,959              10,772
     Utilities                                        524                 958               3,083
     Repairs and maintenance                           --                  35                 987
     Office expense                                   367                 588               2,256
     Seminars                                          --                  --                 648
     Professional fees                             41,100              45,145              52,818
     Depreciation and amortization                  2,650               7,950              21,784
                                             ------------        ------------        ------------
                                                  133,729             217,910             381,516
                                             ------------        ------------        ------------

Operating loss                                   (133,729)           (217,910)           (315,386)

Gain (loss) on equipment                               --              59,800              26,172
                                             ------------        ------------        ------------

Loss before provision for income taxes           (133,729)           (158,110)           (289,214)

Provision for income taxes                             --                  --                 827
                                             ------------        ------------        ------------

Net loss                                     $   (133,729)       $   (158,110)       $   (290,041)
                                             ============        ============        ============

Net loss per common share                    $         --        $         --        $         --
                                             ============        ============        ============

Weighted average shares of
     common stock outstanding                  38,017,943          38,017,943          37,944,467
                                             ============        ============        ============
</TABLE>




                        See Notes to Financial Statements
<PAGE>   7
                 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
<PAGE>   8
                 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
<PAGE>   9
                 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.
<PAGE>   10
Note 2 - Capital Stock

         The following is a summary of the various classes of capital stock at
         September 30, 1996:

<TABLE>
<S>                                                                      <C>
         Common Stock

              Class A - Par value $.001 per share:
               authorized 100,000,000 shares;
               36,978,453 issued and outstanding                         $36,978

              Class B - Par value $.001 per share:
               authorized 25,000,000 shares;
               1,250,000 issued and outstanding                            1,250
                                                                         -------

                                                                         $38,228
                                                                         =======

         Preferred Stock

              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.
<PAGE>   11
                 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 a 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.
<PAGE>   12
Item 8.  Disagreements on Accounting and Financial Disclosures.

None.

                                    Part III

Item 9.  Directors, Executive Officers, and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

Directors and Executive Officers.

         Since June of 1996, there has been no change in the Directors or
Executive Officers of the company.

Item 10.  Executive Compensation.

         The company has no stock option or stock appreciation rights, long term
or other incentive compensation plans, deferred compensation plans, stock bonus
plans, pension plans, or any other type of compensation plan in place for its
executive offices, directors or other employees, and none of its executive
officers or directors have received any compensation of any such types from the
company pursuant to any plans.

         For the year ended June of 1997, the President and CEO, Fahim Sahraie,
will receive an annual compensation of $113,000.00. No other officer of the
company will earn more than $100,000.00 during the year.

         The directors of the company are not compensated for their services as
such.

               Employment Contracts and Termination of Employment
                       and Change-in-Control Arrangements

         The company did not enter into any employment agreements or
change-in-control agreements with anyone since June of 1996.

         The company has an existing employment agreement with A.G. Dikengal,
M.D., dated April 1, 1996.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth information as of January 12, 1996, with
respect to the persons known to the company to be the beneficial owners of more
than 5% of the Class A Common Stock, $.001 par value and of Class B Common
Stock, $.001 par value of the Company.
<PAGE>   13
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

Title             Name of                 Amount and            Percent of Class
of                Beneficial Owner        Nature of
                                          Beneficial Owner

--------------------------------------------------------------------------------
<S>               <C>                     <C>                   <C>
President/
Director          Fahim Sahraie           24,000,000            65.40428% of
                                                                Class A

President/
Director          Fahim Sahraie            1,250,000            100% of Class B
</TABLE>

Security Ownership of Management

         The following table sets forth information as of September 30, 1996,
with respect to the beneficial ownership of the Class A Common Stock, $.001 par
value and Class B common stock, $.001 par value of the company by each of the
executive officers and directors of the company:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

Title             Name of               Amount and          Percent of Class
of                Beneficial Owner      Nature of
                                        Beneficial Owner

--------------------------------------------------------------------------------
<S>               <C>                   <C>                 <C>
President/
Director          Fahim Sahraie         24,000,000          64.40428% of
                                                            Class A

Vice President/
Secretary/
Treasurer         Hashem Sahraie            10,000          .0002725% of Class A

Vice President    Nasim Sahraie             11,000          .0002997% of Class A

No Executive
Position          Saboor Sahraie            10,000          .0002725% of Class A
------------------------------------------------------------------------

President/
Director          Fahim Sahraie          1,250,000          100% of Class B
</TABLE>
<PAGE>   14
Item 12.  Certain Relationship and Related Transactions.


         There are currently no transactions, nor have there been any
transactions within the last 2 years, which involve the company and any member
of management or major shareholder, or any member of the immediate family of
such persons.

Item 13.  Exhibits and Reports.

         (a)  Exhibits filed herewith:

         None.

         (b) Current reports on Form 10KSB; dated April 17, 1997, filed with the
Securities & Exchange Commission.

                                   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



                                             By: /s/ Fahim Sahraie
                                                 ----------------------
                                                     Fahim Sahraie
                                                     President/Director


                                             By: /s/ Hashem Sahraie
                                                 ----------------------
                                                     Hashem Sahraie
                                                     Secretary/Director