-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B8lnkEOcHDhg6YfjbSCLhho4yha37NB5YZB0GSAwjATVqyKgLIsY9h8i+e4vrZUo VOGwVOuWTJY/lpuv/Sky0g== /in/edgar/work/0001010549-00-000604/0001010549-00-000604.txt : 20001107 0001010549-00-000604.hdr.sgml : 20001107 ACCESSION NUMBER: 0001010549-00-000604 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001031 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMULABS CORP CENTRAL INDEX KEY: 0001000686 STANDARD INDUSTRIAL CLASSIFICATION: [7997 ] IRS NUMBER: 841286065 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26760 FILM NUMBER: 753980 BUSINESS ADDRESS: STREET 1: 15945 QUALITY TRAIL NORTH CITY: SCANDIA STATE: MN ZIP: 55073 BUSINESS PHONE: 6124333522 MAIL ADDRESS: STREET 1: 15945 QUALITY TRAIL NORTH CITY: SCANDIA STATE: MN ZIP: 55073 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN RESORTS INC DATE OF NAME CHANGE: 19950915 8-K 1 0001.txt IMMULABS CORPORATION Filing Type: 8-K Description: Current Report Filing Date: November 6, 2000 Period End: October 31, 2000 Primary Exchange: Over the Counter Includes OTC and OTCBB Ticker: IMLB Table of Contents 8-K ITEM 5....................................................................1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 31, 2000 IMMULABS CORPORATION (Exact name of registrant as specified in its charter) Colorado 0-26760 84-1286065 (State of Incorporation) (Commission (I.R.S Employer File Number) Identification No.) 15945 Quality Trail North Scandia, Minnesota 55073 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (651) 433-5735 (Former name, former address and former fiscal year, if changed since last report.) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On October 31, 2000, the Company entered into an Assignment Agreement with Aggressive American Capital Partners, Inc., a significant majority shareholder in the Company, whereby the Company obtained the exclusive right to acquire Quest Research Group Inc., of Boston, MA, and its various technologies. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 10.1 Assignment Agreement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 6, 2000 IMMULABS CORPORATION By: /s/ Bruce Deildal -------------------------------- Bruce Deildal President EX-10.1 2 0002.txt ASSIGNMENT AGREEMENT EXHIBIT 10.1 ASSIGNMENT AGREEMENT DATED THIS 31ST DAY OF OCTOBER, 2000. BETWEEN: AGGRESSIVE AMERICAN CAPITAL PARTNERS, INC. , a Nevada Corporation, with business offices at 1475 Terminal Way, Suite E, Reno, NV, 89502 - 3225. ("Assignor") AND: IMMULABS CORPORATION, a Colorado Corporation, with business offices at 15945 Quality Trail N., Scandia, MN 55073. ("Assignee") WHEREAS: a) Pursuant to an Option Agreement ("Option Agreement"), the Assignor has been assigned all right, title and interest to acquire Quest Research Group Inc. ("Quest") and the technologies produced by Quest (collectively, the "Rights"). b) Pursuant to a Stock Acquisition Agreement, the Assignor has acquired a significant majority interest in the ownership of the Assignee (the "Interest"). c) The Assignor wishes to assign, and the Assignee wishes to be assigned, all the Rights, for good and valuable consideration. d) Given the Interest of the Assignor, the Assignor believes it to be in its best interest to enter into this Assignment. e) Given the commercial potential of the Rights, the Assignee believes it to be in its best interest to enter into this Assignment. NOW THEREFORE WITNESSETH: That in consideration of the premises, covenants, agreements, representations, warranties and payments herein contained, and the sum of $10.00 (ten dollars), the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agree as follows: 1. The Assignor hereby transfers and assigns all right, title and interest under the Option Agreement to the Assignee. 2. This Assignment Agreement constitutes the entire agreement between the parties and there are no representations or warranties, expressed or implied, statutory or otherwise, other than those expressly set forth herein. 3. This Assignment Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 4. This Assignment Agreement may be executed in several parts in the same form and such parts so executed shall together shall form one original agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this Assignment Agreement. 5. The parties hereto agree that in the event of any disagreement or dispute between them they shall first attempt to remedy the dispute be mediation or arbitration. In the event that the parties cannot agree to the appointment of an independent mediator or arbitrator then the parties hereto will accept the appointment of a mediator or arbitrator appointed by the Court. If the dispute cannot be remedied through mediation or arbitration then the dispute shall be resolved by a Court of competent jurisdiction. In witness whereof, the parties hereto have agreed to and have caused this Assignment Agreement to be executed effective as of the date first above written. Authorized Signatures: Aggressive American Capital Partners, Inc. Per: - ------------------------------------- ----------------------------- Bruce Deildal, Authorized Signatory Witness Immulabs Corporation Per: - ------------------------------------- ---------------------------- Benjamin Traub, Authorized Signatory Witness -----END PRIVACY-ENHANCED MESSAGE-----