-----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, PqSkZFxb+JTB8yrOfpy6Xo2dTxH0YdXXjgvZV7GbzbtmP26W8uVUBETJ6ggLkuW6 e6Dvj0TBOikWdYgadHC36Q== /in/edgar/work/0001010549-00-000622/0001010549-00-000622.txt : 20001115 0001010549-00-000622.hdr.sgml : 20001115 ACCESSION NUMBER: 0001010549-00-000622 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 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: 10QSB SEC ACT: SEC FILE NUMBER: 000-26760 FILM NUMBER: 764679 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 10QSB 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB - -------------------------------------------------------------------------------- (Mark one) XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - --------- ACT OF 1934 For the quarterly period ended September 30, 2000 TRANSITION REPORT UNDER SECTION 13 OR 15(d)OF THE EXCHANGE ACT OF 1934 - --------- For the transition period from ______________ to _____________ - -------------------------------------------------------------------------------- Commission File Number: 0-26760 ------- Immulabs Corporation (Exact name of small business issuer as specified in its charter) Colorado 84-1286065 ---------------------------- ---------------------------- (State of incorporation) (IRS Employer ID Number) 15945 Quality Trail North, Scandia, MN 55073 -------------------------------------------- (Address of principal executive offices) (612) 433-3522 -------------- (Issuer's telephone number) North American Resorts, Inc., 15945 Quality Trail North, Scandia, MN 55073 -------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) - -------------------------------------------------------------------------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: November 13, 2000: 39,747,928 ------------------------------- Transitional Small Business Disclosure Format (check one): YES NO X ---- ---- Immulabs Corporation (formerly North American Resorts, Inc.) Form 10-QSB for the Quarter ended September 30, 2000 Table of Contents Page Part I - Financial Information Item 1 Financial Statements 3 Item 2 Management's Discussion and Analysis or Plan of Operation 12 Part II - Other Information Item 1 Legal Proceedings 13 Item 2 Changes in Securities 13 Item 3 Defaults Upon Senior Securities 15 Item 4 Submission of Matters to a Vote of Security Holders 15 Item 5 Other Information 15 Item 6 Exhibits and Reports on Form 8-K 15 Signatures 15 Exhibit 23.1 - Consent of Independent Certified Public Accountants 16 2 S. W. HATFIELD, CPA certified public accountants Member: American Institute of Certified Public Accountants SEC Practice Section Information Technology Section Texas Society of Certified Public Accountants Item 1 - Part 1 - Financial Statements Accountant's Review Report Board of Directors and Shareholders Immulabs Corporation (formerly North American Resorts, Inc.) We have reviewed the accompanying balance sheets of Immulabs Corporation (formerly North American Resorts, Inc.) (a Colorado corporation) as of September 30, 2000 and 1999 and the accompanying statements of operations and comprehensive income for the nine and three months ended September 30, 2000 and 1999 and the statements of cash flows for the nine months ended September 30, 2000 and 1999. These financial statements are prepared in accordance with the instructions for Form 10-QSB, as issued by the U. S. Securities and Exchange Commission, and are the sole responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression on an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company has no viable operations or significant assets and is dependent upon significant shareholders to provide sufficient working capital to maintain the integrity of the corporate entity. These circumstances create substantial doubt about the Company's ability to continue as a going concern and are discussed in Note A. The financial statements do not contain any adjustments that might result from the outcome of these uncertainties. S. W. HATFIELD, CPA Dallas, Texas November 7, 2000 (secure mailing address) (overnight delivery/shipping address) P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor Dallas, Texas 75382-0395 Dallas, Texas 75243-7212 214-342-9635 (voice) (fax) 214-342-9601 800-244-0639 SWHCPA@aol.com 3
Immulabs Corporation (formerly North American Resorts, Inc.) Balance Sheets September 30, 2000 and 1999 (Unaudited) September 30, September 30, 2000 1999 ----------- ----------- ASSETS -------- Current Assets Cash on hand and in bank $ 32,065 $ -- ----------- ----------- Total current assets 32,065 -- ----------- ----------- Other Assets Organization costs, net of accumulated amortization of $11,330 and $10,197, respectively -- 1,133 ----------- ----------- Total other assets -- 1,133 ----------- ----------- Total Assets $ 32,065 $ 1,133 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current Liabilities Accounts payable Trade $ -- $ -- Affiliates 50,000 -- ----------- ----------- Total current liabilities 50,000 -- ----------- ----------- Commitments and Contingencies Shareholders' Equity Preferred stock - No par value 50,000,000 shares authorized; -0- and 482,815 shares issued and outstanding, respectively -- 1,741,583 Common stock - $0.001 par value 300,000,000 shares authorized; 39,747,928 and 415,260 issued and outstanding, respectively 39,748 415 Additional paid-in capital 7,331,467 3,723,116 Accumulated deficit (7,389,150) (5,193,981) ----------- ----------- Total shareholders' equity (17,935) 1,133 ----------- ----------- Total Liabilities and Shareholders' Equity $ 32,065 $ 1,133 =========== ===========
The financial information presented herein has been prepared by management without audit by independent certified public accountants. See Accountant's Review Report. The accompanying notes are an integral part of these financial statements. 4
Immulabs Corporation (formerly North American Resorts, Inc.) Statements of Operations and Comprehensive Income Nine and Three months ended September 30, 2000 and 1999 (Unaudited) Nine months Nine months Three months Three months ended ended ended ended September 30, September 30, September 30, September30, 2000 1999 2000 1999 ------------ ------------- ------------ ------------ Revenues $ -- $ -- $ -- $ -- ------------ ------------- ------------ ------------ Expenses Professional fees 1,010,538 -- 921,938 -- General and administrative costs 89,748 -- 89,748 -- Management fees paid to an affiliate 150,000 -- 150,000 -- Restructuring and reorganization costs 75,000 -- -- -- Amortization of organization costs 567 1,699 -- 566 Compensation expense for issuances of common stock at less than "fair value" 943,750 -- 300,000 -- ------------ ------------- ------------ ------------ Total expenses 2,194,603 1,699 1,461,686 566 ------------ ------------- ------------ ------------ Loss from continuing operations before income taxes (2,194,603) (1,699) (1,461,686) (566) Provision for income taxes -- -- -- -- ------------ ------------- ------------ ------------ Net Loss (2,194,603) (1,699) (1,461,686) (566) Other comprehensive income -- -- -- -- ------------ ------------- ------------ ------------ Comprehensive Loss $ (2,194,603) $ (1,699) $ (1,461,686) $ (566) ============ ============= ============ ============ Loss per weighted-average share of common stock outstanding, calculated on Net Loss $ (0.12) nil $ (0.04) nil ============ ============= ============ ============ Weighted-average number of shares of common stock outstanding 17,872,833 415,260 39,175,793 415,260 ============ ============= ============ ============
5
Immulabs Corporation (formerly North American Resorts, Inc.) Statements of Cash Flows Nine months ended September 30, 2000 and 1999 (Unaudited) Nine months Nine months ended ended September 30, September 30, 2000 1999 ------------ ------------ Cash Flows from Operating Activities Net loss $(2,194,603) $ (1,699) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 567 1,699 Compensation expense for issuances of common stock at less than "fair value" 943,750 -- Common stock issued for consulting expenses 1,007,350 -- Increase in Accounts Payable - Affiliate 50,000 -- ------------ ------------ Net cash used in operating activities (192,936) -- ------------ ------------ Cash Flows from Investing Activities -- -- ------------- ------------ Cash Flows from Financing Activities Proceeds from sale of common stock 225,001 -- ------------ ------------ Net cash provided by financing activities 225,001 -- ------------ ------------ Increase (Decrease) in Cash 32,065 -- Cash at beginning of period -- -- ------------ ------------ Cash at end of period $ 32,065 $ -- ============ ============ Supplemental disclosure of interest and income taxes paid Interest paid for the period $ - $ -- ============ ============= Income taxes for the period $ - $ -- ============ =============
The financial information presented herein has been prepared by management without audit by independent certified public accountants. See Accountant's Review Report. The accompanying notes are an integral part of these financial statements. 6 Immulabs Corporation (formerly North American Resorts, Inc.) Notes to Financial Statements Note 1 - Organization and Description of Business North American Resorts, Inc. (Company ) was initially incorporated as Gemini Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The Company changed its corporate name to Solomon Trading Company, Limited in July 1989; The Voyageur, Inc. in November 1994; The Voyageur First, Inc. in December 1994 and North American Resorts, Inc. in March 1995, respectively. Effective September 1, 2000, as filed with the State of Colorado on June 30, 2000, the Company changed its corporate name to Immulabs Corporation. From 1995 through 1998, the Company was in the business of selling vacations in Florida and the sale of time share memberships to the Ocean Landings and Cypress Island Preserve facilities in Florida which were then controlled by the Company and the operation of Cypress Island Preserve as a tourist destination. During the fourth quarter of 1998, the Company liquidated its holdings in these ventures and discontinued all operations. With the disposition of all operations, the Company became fully dependent upon the support of its controlling shareholders for the maintenance of its corporate status and to provide all working capital support for the Company's behalf. The controlling shareholders intend to continue the funding of necessary expenses to sustain the corporate entity. During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements contained in a Form 10-KSB as filed with the U. S. Securities and Exchange Commission. The information presented herein may not include all disclosures required by generally accepted accounting principles and the users of financial information provided for interim periods should refer to the annual financial information and footnotes contained in its annual audited financial statements contained elsewhere in this document when reviewing the interim financial results presented herein. In the opinion of management, the accompanying interim financial statements, prepared in accordance with the instructions for Form 10-QSB, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2000. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Note 2 - Summary of Significant Accounting Policies 1. Cash and cash equivalents ------------------------- The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. Cash overdraft positions may occur from time to time due to the timing of making bank deposits and releasing checks, in accordance with the Company's cash management policies. 7 Immulabs Corporation (formerly North American Resorts, Inc.) Notes to Financial Statements - Continued Note 2 - Summary of Significant Accounting Policies - Continued 2. Income taxes ------------ The Company uses the asset and liability method of accounting for income taxes. At September 30, 2000 and 1999, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. Due to the provisions of Internal Revenue Code Section 338, the Company will have no net operating loss carryforwards available to offset financial statement or tax return taxable income in future periods as a result of changes in control in both 2000 and 1999, respectively, involving 50 percentage points or more of the issued and outstanding securities of the Company. 3. Earnings (loss) per share ------------------------- Basic earnings (loss) per share is computed by dividing the net income (loss) by the weighted-average number of shares of common stock and common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method. The calculation of fully diluted earnings (loss) per share assumes the dilutive effect of the exercise of outstanding options and warrants at either the beginning of the respective period presented or the date of issuance, whichever is later. As of September 30, 2000, the Company has no outstanding warrants and 169,318 options issued and outstanding. The Company's outstanding stock options are considered to be anti-dilutive due to the Company's net operating loss position at September 30, 2000. Note 3 - Preferred Stock As of December 31, 1999, the Company had 482,815 shares of preferred stock issued and outstanding. For a two (2) year period from the initial issue date of the preferred stock, these shares were convertible into common shares at the rate of 10 common shares for each share of preferred. Thereafter, the shares were convertible at a rate of one (1) share of common for each share of preferred outstanding. On March 21, 2000, subsequent to the second anniversary date of the last issuance of preferred stock, the Company converted 100.0% of the issued and outstanding preferred stock into 482,815 pre-reverse split shares (485 post- reverse split shares, as rounded for fractions, 1,940 post-forward split shares) of restricted, unregistered common stock. Note 4 - Common Stock Transactions In April 1998 and April 2000, respectively, the Company amended its Articles of Incorporation to allow for the issuance of up to 150,000,000 and 300,000,0000 shares of $0.001 par value common stock. Further, on May 30, 2000, the Company's Board of Directors effected a one (1) for 1,000 reverse split of the issued and outstanding shares of the Company's common stock, which was approved at the Company's Annual Meeting of Shareholders on March 20, 2000. The effect of these amendments and the reverse stock split are reflected in the accompanying financial statements as of the first day of the first period presented. 8 Immulabs Corporation (formerly North American Resorts, Inc.) Notes to Financial Statements - Continued Note 4 - Common Stock Transactions - Continued Further, on November 2, 2000, the Company's Board of Directors effected a four (4) for one (1) forward split of the Company's common stock. The effect of this forward stock split are reflected in the accompanying financial statements as of the first day of the first period presented. On February 1, 2000, the Company, in an effort to seek and obtain a suitable merger or acquisition agreement with an on-going privately owned business, issued 2,000,000 pre-reverse split shares (2,000 post-reverse split shares; 8,000 post-forward split shares) of unregistered, restricted common stock into the escrow account of the Company's corporate attorney. The attorney is responsible for securing the Company's books and records, validating the Company's corporate status, procuring the services of a qualified independent certified accounting firm to audit the Company's financial statements, facilitate the filing of all delinquent reports with the US Securities and Exchange Commission and evaluate potential private companies for either merger or acquisition. The Company's common stock had an estimated average quoted market price of approximately $0.0136 per share on the date of the issuance of these shares. Due to the restricted nature of the shares issued into escrow, the Stock Subscription Agreement was valued at approximately $0.0068 per share, or approximately $13,600 in total, as the "fair value" of this transaction. On May 30, 2000, the Company entered into a Stock Acquisition Agreement with an unrelated individual and/or entity controlled by the individual for the purchase of 9,500,000 post-reverse split shares (38.000.000 post-forward split shares) of restricted, unregistered common stock for total proceeds of $75,000. At the date of this transaction, the "fair value" of the common stock issued was approximately $118,750, based on the discounted quoted closing price of the Company's common stock. The difference of approximately $43,750 was charged to operations as compensation expense for issuances of common stock at less than "fair value". Note 5 - Stock Options On June 30, 2000, the Company filed a Form S-8 Registration Statement under The Securities Act of 1933 with the U. S. Securities and Exchange Commission to register 700,000 post-reverse split shares (2,800,000 post- forward split shares) of common stock pursuant to the Company's 2000 Nonqualifying Stock Option Plan (2000 NQPlan). As stated in the 2000 NQPlan document, "This [2000 NQPlan is] for persons employed or associated with the Company, including without limitation any employee, director, general partner, officer, attorney, accountant, consultant or advisor, is intended to advance the best interests of the Company by providing additional incentive to those persons who have a substantial responsibility for its management, affairs, and growth by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company." The determination of those eligible to receive options under the 2000 NQPlan, and the amount, price, type and timing of each Stock Option and the terms and conditions shall rest at the sole discretion of the Company's Board of Directors, subject to the provisions of the 2000 NQPlan. On June 30, 2000, the Company filed a Form S-8 Registration Statement under The Securities Act of 1933 with the U. S. Securities and Exchange Commission to register 800,000 post-reverse split shares (3,200,000 post- forward split shares) of common stock pursuant to the Company's 2000 Qualifying Stock Option Plan (2000 QPlan). As stated in the 2000 QPlan document, "This [2000 QPlan] is intended to provide the key employees of the Company an incentive through stock ownership in the Company and encourage them to remain in the Company's employ." Any options granted under the 2000 QPlan must be granted within ten (10) years of the adoption date of the QPlan. The option price may be determined by the administrating committee and shall not be less than the greater of the (i) par value of the Company's Common Stock or (ii) the fair market value of the Company's Stock on the date that the option is granted. All granted options shall be of a term selected by the administrating committee, but in no event be for a term of longer than ten (10) years from the grant date. 9
Immulabs Corporation (formerly North American Resorts, Inc.) Notes to Financial Statements - Continued Note 5 - Stock Options - Continued On June 30, 2000, the Company granted options to purchase 150,000 post-reverse split shares (600,000 post- forward split shares) of the Company's common stock at an exercise price of $1.00 per share under the 2000 NQPlan to an individual providing acquisition and merger consulting services. The individual immediately exercised 100,000 (400,000 post-forward split) of these options and the remaining 50,000 (200,000 post-forward split) options on July 6, 2000. The quoted market price of the Company's stock at the date of each respective exercise was approximately $7.00. The $900,000 difference between the exercise price and the market price of the Company's stock on the exercise date(s) was charged to operations as compensation expense for issuances of common stock at less than "fair value". On August 31, 2000, the Company granted options to purchase a total of 300,000 shares (1,200,000 post-forward split) of common stock at an exercise price of $5.50 per share under the 2000 NQPlan (100,000 shares) and the 2000 QPlan (200,000 shares) to the Company's then President and Chief Executive Officer. The President exercised 180,682 shares (722,728 post-forward split) on September 11, 2000. The exercise price was not below the quoted market price of the shares on the exercise date and no charge to operations was recognized for issuances of common stock at less than "fair value". The following table summarizes all options, as adjusted for the November 2, 2000 forward split, granted through September 30, 2000: Options Options Options Options Exercise price granted exercised terminated outstanding per share -------------- -------------- -------------- -------------- -------------- 800,000 600,000 -- 200,000 $0.25 per share 1,200,000 722,728 -- 477,272 $1.375 per share --------- --------- --------- --------- 2,000,000 1,322,728 -- 677,272 ========= ========= ========= ========= The weighted average exercise price of all issued and outstanding options at September 30, 2000 was approximately $0.93 per share, as adjusted for the forward split. Note 6 - Related Party Transactions In October 1999, in connection with a Stock Acquisition Agreement, the Company agreed to issue 300,000 post- reverse split shares of restricted, unregistered common stock in April 2000 to the Company's former corporate attorney for services rendered in connection with the Stock Acquisition Agreement. This obligation was satisfied on behalf of the Company by the Company's then President and Chief Executive Officer with the transfer of 300,000 shares (1,200,000 post-forward split) of the Company's common stock owned by the Company's President and Chief Executive Officer. The Company recognized a charge to operations of approximately $993,570 for the fair value of these shares, as calculated on the discounted (50.0%) value of the quoted closing price of the Company's common stock on the date of settlement and the Company's President and Chief Executive Officer was given credit for this payment against the amount due from the President on the exercise of options to purchase 180,682 shares (722,728 post-forward split) of stock.
10 Immulabs Corporation (formerly North American Resorts, Inc.) Notes to Financial Statements - Continued Note 7 - Commitments The Company has executed a management agreement with an entity owned and controlled by the Company's former President at the amount of $50,000 (US Dollars), plus reasonable expenses, per month, effective July 1, 2000. This amount represents a management fee payable for the management of the company's affairs including: facilitating and advising on the acquisition of projects, administration (i.e. bookkeeping, photocopying, faxing, office space, telephone charges, supplies, news dissemination) and other related operational services. As of September 30, 2000, approximately $150,000 has been paid or accrued under this agreement. Note 8 - Subsequent Events On October 17, 2000, the Company granted options to purchase a total of 100,000 shares (400,000 post-forward split) of common stock at an exercise price of $5.00 per share under the 2000 NQPlan to an individual providing marketing, acquisition and merger consulting services. On October 27, 2000, a total of 20,000 shares (80,000 post- forward split) of common stock were exercised. On November 3, 2000, a total of 5,000 shares (20,000 post- forward split) of common stock were exercised. On October 26, 2000, the Company granted options to purchase a total of 100,000 shares (400,000 post-forward split) of common stock at an exercise price of $11.25 per share under the 2000 QPlan to an individual providing acquisition and merger consulting services. This individual subsequently, on November 1, 2000, became the Company's President and Chief Executive Officer. None of these options have been exercised. On October 31, 2000, the Company entered into an Assignment Agreement with Aggressive American Capital Partners, Inc., a significant majority shareholder in he Company, whereby he Company obtained, via the Assignment Agreement, the exclusive right to acquire Quest Research Group Inc. of Boston, MA and its various technologies. The Company is obligated to pay a minimum of $4,500 per month to Quest in connection with this option. On November 3, 2000, the Company granted an option to purchase an aggregate 40,000 shares (post-forward split) to four (4) individuals, two being Directors of the Company, on being an Director and Officer of the Company and one being affiliated with Cyclone Financing Group, Inc., an affiliate of the Company, at an exercise price of $2.50 per share. None of these options have been exercised. (Remainder of this page left blank intentionally) 11 Part I - Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (1) Caution Regarding Forward-Looking Information This quarterly report contains certain forward-looking statements and information relating to the Company that are based on the beliefs of the Company or management as well as assumptions made by and information currently available to the Company or management. When used in this document, the words "anticipate," "believe," "estimate," "expect" and "intend" and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the current view of the Company regarding future events and are subject to certain risks, uncertainties and assumptions, including the risks and uncertainties noted. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In each instance, forward-looking information should be considered in light of the accompanying meaningful cautionary statements herein. (2) General comments North American Resorts, Inc. (Company ) was initially incorporated as Gemini Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The Company changed its corporate name to Solomon Trading Company, Limited in July 1989; The Voyageur, Inc. in November 1994; The Voyageur First, Inc. in December 1994 and North American Resorts, Inc. in March 1995, respectively. Effective September 1, 2000, as filed with the State of Colorado on June 30, 2000, the Company changed its corporate name to Immulabs Corporation. From 1995 through 1998, the Company was in the business of selling vacations in Florida and the sale of time share memberships to the Ocean Landings and Cypress Island Preserve facilities in Florida which were controlled by the Company and the operation of Cypress Island Preserve as a tourist destination. During the fourth quarter of 1998, the Company liquidated its holdings in these ventures and discontinued all operations. With the disposition of all operations, the Company became fully dependent upon the support of its controlling shareholders for the maintenance of its corporate status and to provide all working capital support for the Company's behalf. The controlling shareholders intend to continue the funding of necessary expenses to sustain the corporate entity. (3) Results of Operations, Liquidity and Capital Resources As of the date of this filing, the Company has no operations, assets or liabilities. Accordingly, the Company is dependent upon management and/or significant shareholders to provide sufficient working capital to preserve the integrity of the corporate entity at this time. It is the intent of management and significant shareholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. The Company is currently actively seeking a suitable merger or acquisition candidate. As of September 30, 2000, the Company has received approximately $225,000 in cash from the exercise of granted stock options and/or the sale of common stock under a private placement agreement. While this sum is anticipated to meet the immediate liquidity needs of the Company, management recognizes that additional funds through additional private sales of Company stock, capital contributions from existing significant shareholders and/or loans from existing significant shareholders will be required. However, there can be no assurance that the Company will be able to obtain additional funds to support the Company's liquidity requirements or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. Since September 30, 2000, the Company has received an additional $125,000 in cash proceeds from the exercise of granted stock options. 12 Further, the Company executed a management agreement with Cyclone Financing Group, Inc. of 2nd Floor, 827 West Pender Street, Vancouver, British Columbia, Canada V6C 3G8, an entity owned and controlled by the Company's former President, at the amount of $50,000 (US Dollars), plus reasonable expenses, per month, effective July 5, 2000. This amount represents a management fee payable for the management of the company's affairs including: facilitating and advising on the acquisition of projects, administration (i.e. bookkeeping, photocopying, faxing, office space, telephone charges, supplies, news dissemination) and other related operational services. Part II - Other Information Item 1 - Legal Proceedings None Item 2 - Changes in Securities On May 30, 2000, the Company's Board of Directors effected a one (1) for 1,000 reverse split of the issued and outstanding shares of the Company's common stock, which was approved at the Company's Annual Meeting of Shareholders on March 20, 2000. The effect of these amendments and the reverse stock split are reflected in the accompanying financial statements as of the first day of the first period presented. On May 30, 2000, the Company entered into a Stock Acquisition Agreement with an unrelated individual and/or entity controlled by the individual for the purchase of 9,500,000 post-reverse split shares of restricted, unregistered common stock for total proceeds of $75,000. At the date of this transaction, the "fair value" of the common stock issued was approximately $118,750, based on the discounted quoted closing price of the Company's common stock. The difference of approximately $43,750 was charged to operations as compensation expense for issuances of common stock at less than "fair value". On June 30, 2000, the Company filed a Form S-8 Registration Statement under The Securities Act of 1933 with the U. S. Securities and Exchange Commission to register 700,000 post-reverse split shares of common stock pursuant to the Company's 2000 Nonqualifying Stock Option Plan (2000 NQPlan). As stated in the 2000 NQPlan document, "This [2000 NQPlan is] for persons employed or associated with the Company, including without limitation any employee, director, general partner, officer, attorney, accountant, consultant or advisor, is intended to advance the best interests of the Company by providing additional incentive to those persons who have a substantial responsibility for its management, affairs, and growth by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company." The determination of those eligible to receive options under the 2000 NQPlan, and the amount, price, type and timing of each Stock Option and the terms and conditions shall rest at the sole discretion of the Company's Board of Directors, subject to the provisions of the 2000 NQPlan. On June 30, 2000, the Company filed a Form S-8 Registration Statement under The Securities Act of 1933 with the U. S. Securities and Exchange Commission to register 800,000 post-reverse split shares of common stock pursuant to the Company's 2000 Qualifying Stock Option Plan (2000 QPlan). As stated in the 2000 QPlan document, "This [2000 QPlan] is intended to provide the key employees of the Company an incentive through stock ownership in the Company and encourage them to remain in the Company's employ." Any options granted under the 2000 QPlan must be granted within ten (10) years of the adoption date of the QPlan. The option price may be determined by the administrating committee and shall not be less than the greater of the (i) par value of the Company's Common Stock or (ii) the fair market value of the Company's Stock on the date that the option is granted. All granted options shall be of a term selected by the administrating committee, but in no event be for a term of longer than ten (10) years from the grant date. 13 On June 30, 2000, the Company granted options to purchase 150,000 shares of the Company's common stock at an exercise price of $1.00 per share under the 2000 NQPlan to Bruce Deildal, an individual. At the date of the option grant and exercise, Mr. Deildal was providing acquisition and merger consulting services to the Company. On November 1, 2000, Mr.Deildal became the Company's President and Chief Executive Officer. Mr. Deildal immediately exercised 100,000 of these options and the remaining 50,000 options on July 6, 2000. The quoted market price of the Company's stock at the date of each respective exercise was approximately $7.00. The $900,000 difference between the exercise price and the market price of the Company's stock on the exercise date(s) was charged to operations as compensation expense for issuances of common stock at less than "fair value". On August 31, 2000, the Company granted options to purchase a total of 300,000 shares (1,200,000 post- forward split) of common stock at an exercise price of $5.50 per share under the 2000 NQPlan (100,000 shares) and the 2000 QPlan (200,000 shares) to Benjamin Traub, the Company's then President and Chief Operating Officer. Mr. Traub exercised 180,682 shares (722,728 post-forward split) on September 11, 2000. The exercise price was below the quoted market price of the shares on the exercise date and no charge to operations was recognized for issuances of common stock at less than "fair value". On October 17, 2000, the Company granted options to purchase a total of 100,000 shares (400,000 post- forward split) of common stock at an exercise price of $5.00 per share under the 2000 NQPlan to Bart Deildal, an individual providing marketing, acquisition and merger consulting services. On October 27, 2000, options to purchase 20,000 shares (80,000 post-reverse split shares) of common stock were exercised. On October 26, 2000, the Company granted options to purchase a total of 100,000 shares (400,000 post- forward split) of common stock at an exercise price of $11.25 per share under the 2000 QPlan to Bruce Deildal, an individual. At the date of the option grant, Mr. Deildal was providing acquisition and merger consulting services to the Company. On November 1, 2000, Mr. Deildal became the Company's President and Chief Executive Officer. None of these options have been exercised. On November 3, 2000, the Company granted an option to purchase an aggregate 40,000 shares (post- forward split) to four (4) individuals, two being Directors of the Company, on being an Director and Officer of the Company and one being affiliated with Cyclone Financing Group, Inc., an affiliate of the Company, at an exercise price of $2.50 per share. None of these options have been exercised. CHANGE IN CONTROL - On October 23, 2000, Benjamin Traub, then a majority shareholder of the Company, on his own behalf and as agent for certain selling shareholders, sold to Aggressive American Capital Partners Inc. (Aggressive), a Nevada company which is 98% owned by Bruce Deildal, 7,985,000 shares (31,940,000 post-forward split shares) of common stock in the Company pursuant to a Stock Acquisition Agreement, for cash consideration of $67,894.63, paid from working capital funds of Aggressive. The 7,985,000 shares (31,940,000 post-forward split) represents approximately 80.36% of the total issued shares of the Company (39,747,928 post-forward split shares). Aggressive does not hold any further shares. Mr. Deildal personally holds 48,700 further shares of common stock in the Company. Mr. Traub's address is 240-11948 207th Street, Maple Ridge, British Columbia, Canada V2X 1X7. Mr. Deildal's address is 144 West 14th St. North Vancouver, British Columbia, Canada V7M 1P1. The Address of Aggressive is 1475 Terminal Way, Suite E, Reno, Nevada, 89502-3225. FORWARD STOCK SPLIT - On October 24, 2000, the Board of Directors of the Company approved a four-for-one forward split of the issued shares of common stock of the Company believing the forward split to be in the best interests of the Company. The forward stock split had a record date of October 31, 2000 and was effective on November 2, 2000. The forward stock split was completed on November 2, 2000. The effect of this forward stock split is reflected in the accompanying financial statements as of the first day of the first period presented. 14 Item 3 - Defaults on Senior Securities None Item 4 - Submission of Matters to a Vote of Security Holders The Company held a special meeting of shareholders on August 28, 2000. The following items were presented for a vote of the shareholders: Change in Corporate Name For: 7,450,000 Against: 0 Amending the Corporate By-Laws to provide for up to ten (10) Directors: For: 7,450,000 Against: 0 Approval of the Company's Stock Option Plans For: 7,450,000 Against: 0 Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K Exhibit 23.1 - Consent of Independent Certified Public Accountants Exhibit 27 - Financial Data Schedule Reports on Form 8-K October 23, 2000 - Report disclosing Change in Control October 31, 2000 - Report disclosing the execution of an Assignment Agreement for the rights to acquire Quest Research Group, Inc. - -------------------------------------------------------------------------------- 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. Immulabs Corporation November 13 , 2000 /s/ Bruce Deildal ------ ---------------------------------- Bruce Deildal President and Director November 13 , 2000 /s/ Ellen Luthy ------ ---------------------------------- Ellen Luthy Chief Financial Officer, Secretary-Treasurer and Director 15 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to incorporation by reference in the Registration Statements on Form S-8 (File No. 333-40592) for The North American Resorts, Inc. 2000 Qualified Stock Option Plan and Form S-8 (File No. 333-40594) for The North American Resorts, Inc. 2000 Nonqualified Stock Option Plan of our accompanying report in Form 10-QSB dated November 7, 2000, relating to the balance sheets of Immulabs Corporation (formerly North American Resorts, Inc.) as of September 30, 2000 and 1999 and the related statements of operations and comprehensive income for the nine and three months ended September 30, 2000 and 1999 and the statements of cash flows for the nine months ended September 30, 2000 and 1999, respectively. S. W. HATFIELD, CPA Dallas, Texas November 7, 2000 16 EX-27 2 0002.txt FDS
5 0001000686 Immulabs Corporation 1 US Dollars 3-MOS DEC-31-2000 JAN-01-2000 SEP-30-2000 1 32065 0 0 0 0 32065 0 0 32065 50000 0 0 0 39748 (57683) 32065 0 0 0 2194603 0 0 0 (2194603) 0 (2194603) 0 0 0 (2194603) (0.12) (0.12)
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