-----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, QoZF24l5E2NsaFaNFp4dG82ynyTTghEZzMCvKM87Hqd5hBaSOWblt7rOXw8XDpAb iMxfT+lzPjkg2nrhWQAUhw== 0001010549-02-000436.txt : 20020730 0001010549-02-000436.hdr.sgml : 20020730 20020730100102 ACCESSION NUMBER: 0001010549-02-000436 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMULABS CORP CENTRAL INDEX KEY: 0001000686 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 841286065 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26760 FILM NUMBER: 02714087 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 immulabs10qsb063002.txt IMMULABS CORPORATION Filing Type: 10QSB Description: Quarterly Report Filing Date: July 30, 2002 Period End: June 30, 2002 Primary Exchange: Over the Counter Bulletin Board Ticker: IMLB U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2002 ------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________ to ______________________ Commission File No. 0-26760 ------- Immulabs Corporation - -------------------------------------------------------------------------------- (Name of Small Business Issuer in its Charter) Colorado 84-1286065 - -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No) 222-99 Begin Street Coquitlam, BC V3K 6R5 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) 604-526-3567 - -------------------------------------------------------------------------------- Issuer's Telephone Number 2nd Floor - 827 West Pender Street Vancouver, BC V6C 3G8 Canada - -------------------------------------------------------------------------------- (Former Name or Former Address, 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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes X No (2) Yes X No --- ---- --- --- (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Not applicable (APPLICABLE ONLY TO CORPORATE ISSUERS) State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: July 15, 2002 Common - 39,097,661 shares DOCUMENTS INCORPORATED BY REFERENCE A description of any "Documents Incorporated by Reference" is contained in Item 6 of this Report. Transitional Small Business Issuer Format Yes No X --- --- Immulabs Corporation Form 10-QSB for the Quarter ended June 30, 2002 Table of Contents Page Part I - Financial Information Item 1 Financial Statements 3 Item 2 Management's Discussion and Analysis or Plan of Operation 10 Part II - Other Information Item 1 Legal Proceedings 13 Item 2 Changes in Securities 14 Item 3 Defaults Upon Senior Securities 14 Item 4 Submission of Matters to a Vote of Security Holders 14 Item 5 Other Information 14 Item 6 Exhibits and Reports on Form 8-K 14 Signatures 14 2
Part I - Financial Information Item 1 - Financial Statements Immulabs Corporation (A Development Stage Company) Balance Sheets As at As at June 30, December 31, 2002 2001 $ $ (unaudited) (audited) ASSETS Current Assets Cash 4,312 2,276 Prepaid expense 373 -- - ---------------------------------------------------------------------------------------------------- Total Assets 4,685 2,276 ==================================================================================================== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts payable (Notes 3(a)(ii) and 5(b)) 717,150 472,597 Accrued liabilities 1,438 3,792 Loans from related parties (Note 4) 40,900 32,400 - ---------------------------------------------------------------------------------------------------- Total Liabilities 759,488 508,789 - ---------------------------------------------------------------------------------------------------- Stockholders' Deficit Preferred stock - no par value 50,000,000 shares authorized; none issued -- -- Common Stock, $0.001 par value 300,000,000 shares authorized 39,097,661 shares issued and outstanding 39,098 39,098 Additional Paid-in Capital 6,711,536 6,711,536 Stock based compensation 1,873,815 1,873,815 Deficit Accumulated During the Development Stage (9,379,252) (9,130,962) - ---------------------------------------------------------------------------------------------------- Total Stockholders' Deficit (754,803) (506,513) - ---------------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Deficit 4,685 2,276 ====================================================================================================
Commitments and Contingencies (Notes 1 and 5) 3 (The accompanying notes are an integral part of the financial statements)
Immulabs Corporation (A Development Stage Company) Statements of Operations (unaudited) Accumulated from For the Three For the Six November 1, 1985 Months Months (Date of Inception) Ended Ended to June 30, June 30 June 30 2002 2002 2001 2002 2001 $ $ $ $ $ Revenue -- -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------- Expenses General and Administrative Accounting and audit 26,300 -- 700 500 3,200 Amortization 2,833 -- -- -- -- Financial services 56,266 -- -- -- 56,266 Investor relations 170,786 -- 2,500 -- 15,074 Legal 1,013,007 -- 875 -- 1,171 Management fees (Notes 5(a) and (b)) 672,000 90,000 90,000 180,000 180,000 Office 3,000 441 125 813 367 Salaries 170,500 33,000 33,000 66,000 38,500 Stock based compensation (Note 3(a)(ii) and (b)) 1,873,815 -- -- -- (278,012) Transfer agent and regulatory 13,615 477 493 977 1,630 Travel and promotion 7,111 -- 2,630 -- 3,310 - --------------------------------------------------------------------------------------------------------------------------- 4,009,233 123,918 130,323 248,290 21,506 - --------------------------------------------------------------------------------------------------------------------------- Selling and Marketing Advertising 89,238 -- -- -- -- Marketing 13,500 -- -- -- 4,500 Option agreement written-off 15,000 -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------- 117,738 -- -- -- 4,500 - --------------------------------------------------------------------------------------------------------------------------- Total Expenses 4,126,971 123,918 -- 248,290 26,006 --------------------------------------------------------------------------------------------------------------------------- Income (Loss) from Continuing Operations (4,126,971) (123,918) (130,323) (248,290) (26,006) Income (Loss) from Discontinued Operations (5,252,281) -- -- -- -- - --------------------------------------------------------------------------------------------------------------------------- Net Income (Loss) For the Period (9,379,252) (123,918) (130,323) (248,290) (26,006) =========================================================================================================================== Net Income (Loss) Per Share - Basic -- -- -- (.01) -- =========================================================================================================================== Weighted Average Shares Outstanding -- 39,098,000 39,098,000 39,098,000 39,052,000 ===========================================================================================================================
(Diluted loss per share has not been presented as the result is anti-dilutive) 4 (The accompanying notes are an integral part of the financial statements) Immulabs Corporation (A Development Stage Company) Statements of Cash Flows (unaudited) For the Six Months Ended June 30, 2002 2001 $ $ Cash Flows to Operating Activities Net loss for the period (248,290) (26,006) Adjustments to reconcile net loss to cash Common stock issued for services rendered -- 59,840 Stock based compensation -- (278,012) Change in non-cash working capital items Increase in prepaid expense (373) -- Increase in accounts payable and accrued liabilities 242,199 176,262 - --------------------------------------------------------------------------- Net Cash Used in Operating Activities (6,464) (67,916) - --------------------------------------------------------------------------- Cash Flows from Financing Activities Advances from related parties 8,500 16,000 - --------------------------------------------------------------------------- Net Cash From Financing Activities 8,500 16,000 - --------------------------------------------------------------------------- Cash Flows to Investing Activities -- -- --------------------------------------------------------------------------- Increase (Decrease) in Cash 2,036 (51,916) Cash - Beginning of Period 2,276 55,838 - --------------------------------------------------------------------------- Cash - End of Period 4,312 3,922 =========================================================================== Non-Cash Financing Activities Shares cancelled and returned to treasury -- (82,950) =========================================================================== Supplemental Disclosures Interest paid -- -- Income tax paid -- -- =========================================================================== 5 (The accompanying notes are an integral part of the financial statements) Immulabs Corporation (A Development Stage Company) Notes to the Financial Statements 1. Nature of Operations and Continuance of Business Immulabs Corporation, formerly North American Resorts, Inc. (the "Company") was initially incorporated as Gemini Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The Company changed its 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. 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 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. Effective September 1, 2000, as filed with the State of Colorado on June 30, 2000, the Company changed its name to Immulabs Corporation. The shares of the Company currently trade on the Over the Counter Bulletin Board under the ticker symbol "IMLB". On March 22, 2000 the Company amended its Articles of Incorporation to allow for the issuance of up to 300,000,000 shares of $0.001 par value common stock. Further on May 30, 2000 the Company's Board of Directors effected a 1 new for 1,000 old consolidation of the issued and outstanding shares which was approved by shareholders on March 20, 2000. Further, on November 2, 2000, the Company's Board of Directors effected a 4 new for 1 old split of the issued and outstanding shares. The effect of this split is reflected in the financial statements as of the first day of the first period presented. On October 1, 2000 the Company entered into an Assignment Agreement with Aggressive American Capital Partners, Inc., a significant majority shareholder and a Company controlled by the President, in which the Company obtained the exclusive rights to an Option Agreement dated February 23, 2000, amended April 11, 2000 and June 8, 2000, for $15,000, to acquire Quest Research Group, Inc. ("Quest") and its various technologies. Quest owns proprietary intellectual property that can be used to identify and isolate harmful gasses in cigarette smoke and prove scientifically that cigarette smoke destroys human white blood cells. Quest is disputing the Option Agreement and the Company is currently seeking to resolve the dispute through arbitration and appropriate legal recourse. As a result, the $15,000 payment was written-off to operations in fiscal 2000. To obtain a 50% interest in Quest the Company was to invest $1,600,000 which time to pay is purported to have passed. To purchase the balance of Quest the Company was to pay $175,000,000 within five years of the first option being exercised. Further to this the Company has learned that Quest has no assets; so it is unlikely that the Company can recover any damages. These financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues needed to cover its operating costs and to allow it to continue as a going concern. The Company has ongoing overhead expenses and will require significant capital to find a business, complete its acquisition and then execute upon its business plan. The Company's ability to meet those obligations and continue as a going concern is dependent upon raising new capital through issuing debt and/or equity securities and then to generate revenues and profits. Until these funding sources materialize the controlling shareholders intend to continue the funding of necessary expenses to sustain operations. 6 2. Summary of Significant Accounting Policies Year End The Company's fiscal year end is December 31. Cash and Equivalents For the purpose of the statements of cash flows, all highly liquid investments with the maturity of three months or less are considered to be cash equivalents. Basic and Diluted Net Income (Loss) per Share The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. Accounting for Stock Based Compensation The Company has adopted SFAS No. 123 "Accounting for Stock Based Compensation" which requires that stock awards granted are recognized as compensation expense based on their fair market value at the date of grant. Use of Estimates and Assumptions The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. 3. Share Capital (a) Common Stock (i) During fiscal 2001 the Company issued 140,833 shares to various consultants at a fair market value of $59,840 for investor relations and financial advisory services. (ii) During fiscal 2001 certain stock options were rescinded and 204,600 shares were cancelled and returned to treasury. The cash consideration previously received of $82,950 is repayable to the optionees and included in accounts payable. Stock based compensation of $278,012 was reversed. 7 3. Share Capital (continued) (b) 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 2,800,000 shares of common stock pursuant to the Company's 2000 Nonqualifying Stock Option Plan ("2000 NQPlan"). 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 3,200,000 shares of common stock pursuant to the Company's 2000 Qualifying Stock Option Plan ("2000 QPlan"). 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 2000 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. On June 30, 2000, the Company granted options to purchase 600,000 shares at an exercise price of $1.00 per share under the 2000 NQPlan to an individual providing acquisition and merger consulting services. These options were exercised in fiscal 2000. On August 31, 2000, the Company granted options to the Company's former President and Chief Executive Officer to purchase 1,200,000 shares at an exercise price of $5.50 per share under the 2000 NQPlan as to 400,000 shares and the 2000 QPlan as to 800,000 shares. The former President exercised QPlan options to acquire 722,728 shares on September 11, 2000. On October 17, 2000 the Company granted options to purchase 400,000 shares at an exercise price of $5.00 per share under the 2000 NQPlan to a consultant. The consultant exercised options to acquire 100,000 shares during fiscal 2000. On October 27, 2000 the Company granted options to purchase 400,000 shares at an exercise price of $11.25 per share under the 2000 NQPlan to the President of the Company. On November 3, 2000 the Company granted options to purchase 40,000 shares at an exercise price of $2.50 per share under the 2000 NQPlan to various directors, officers and consultants of the Company. On January 23, 2001 the Company repriced all outstanding 2000 QPlan stock options to $0.80 and 2000 NQPlan stock options to $0.75. On January 23, 2001 the Company granted options to purchase 20,000 shares at an exercise price of $0.75 per share under the 2000 NQPlan to two directors of the Company. 8 3. Share Capital (continued) (b) Stock options (continued) On March 16, 2001 the Company granted options to purchase 200,000 shares at an exercise price of $0.001 per share under the 2000 NQ Plan to a consultant of the Company. Weighted Shares Average Remaining Under Option Option Price Life in # $ months Beginning of period 1,437,272 0.65 104 Granted -- -- Exercised -- -- --------------------------------------------------------------------------- End of period 1,437,272 0.65 98 =========================================================================== 4. Related Party Transactions and Balances (a) The amounts due to related parties represent cash loans and are non-interest bearing, unsecured and without specific terms of repayment except for $25,900 which bears interest at 7% per annum. Accrued interest of $1,438 has been charged to operations and included in accrued liabilities. (b) See Note 5 (b) and (c) for transactions with a related party. 5. Commitments (a) Effective July 1, 2000 the Company entered into a Management Agreement with Cyclone Financing Group Inc. ("Cyclone"), in the amount of $50,000 per month plus reasonable expenses. This amount represents a management fee payable for the management of the Company's affairs. As of December 31, 2000, $170,000 was paid under this agreement and $130,000 was forgiven by Cyclone. From January 1, 2001 to March 15, 2001 the monthly fee was reduced to $30,000 per month. On March 15, 2001, the agreement was terminated. (b) Effective March 16, 2001 the Company entered into a Management Agreement with Aggressive American Capital Partners, Inc. to pay $30,000 per month. As at June 30, 2002 unpaid fees of $465,000 are included in accounts payable. (c) On October 31, 2000 the Company entered into an Assignment Agreement with Aggressive American Capital Partners, Inc., a significant majority shareholder and a Company controlled by the President, in which the Company obtained the exclusive rights to an Option Agreement dated February 23, 2000, amended April 11, 2000 and June 8, 2000, for $15,000, to acquire Quest Research Group, Inc. ("Quest") and its various technologies. Quest owns proprietary intellectual property that can be used to identify and isolate harmful gasses in cigarette smoke and prove scientifically that cigarette smoke destroys human white blood cells. Subsequent to the year end, Quest is disputing the Option Agreement and the Company is currently seeking to resolve the dispute through arbitration and appropriate legal recourse. As a result, the $15,000 payment was written-off to operations in fiscal 2000. To obtain a 50% interest in Quest the Company was to invest $1,600,000 which time to pay is purported to have passed. To purchase the balance of Quest the Company was to pay $175,000,000 within five years of the first option being exercised. Further to this the Company has learned that Quest has no assets; so it is unlikely that the Company can recover any damages. 9 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations (1) Caution Regarding Forward-Looking Information Many important factors may affect the Company's likelihood of future success including; difficulties in successfully raising capital (given the Company's lack of operating history, lack of profitable operations presently and for the foreseeable future and limitations on the market for the Company's securities), in developing and commercializing its products (including the ability to overcome technical hurdles that may arise), in meeting applicable existing or new regulatory standards, in receiving required regulatory approvals, in obtaining necessary patents and licenses, in defending against third party infringement of patents and licenses, in protecting itself from costly, unforeseen legal disputes, in producing products in commercial quantities at reasonable costs, in competing successfully against other products and in marketing products successfully and in successfully addressing the concerns and/ or obtaining the support of lobbies in various countries. There can be no assurance that the Company will be successful in its efforts to develop and commercialize new products. Most importantly at this stage, the Company's success and each step required to achieve such success depends on its ability to raise significant further financing on an ongoing basis and there is no guarantee it will be able to do so. The company is still in the development stage and has no revenues. Additionally, funds may be raised through the issuance of equity shares and such securities might have rights, preferences or privileges senior to its common stock and will likely result in dilution to existing shareholders. The Company is therefore subject to a number of known and unknown risks and uncertainties that could cause actual operation or results to differ materially from those that are anticipated. Certain information included in the Company's releases and filings to date contain statements that are forward looking, such as statements related to the future anticipated direction of the industry, plans for future expansion, the ability to acquire the technologies described and the Company which developed these technologies, expected independent validation of the technologies or product(s), success or potential of the technologies described and acceptance of such technologies by industry and the market, various business development activities, planned capital expenditures, future funding resources, anticipated sales growth and potential contracts and subsequent return for investors. These are all forward looking statements, and are subject to a number of known and unknown risks and uncertainties that could cause actual operation or results to differ materially from those that are anticipated. While Immulabs' stated mission is to develop revolutionary technology into highly focused and successful businesses, it is unrealistic and premature to speculate on Immulabs' future revenue at this time, except as to the difficulties involved. 10 Immulabs entire success and each step required to achieve such success depends on its ability to raise significant further financing on an ongoing basis and there is no guarantee it will be able to do so. The company continues to have no revenues. Readers are cautioned that Immulabs does not own the Quest technology, nor does it own its originator, Quest Research Group Inc. At this point, Immulabs only has rights assigned under an option agreement to acquire such technology, which agreement may or may not be completed by the parties, in multiple stages, none of which have yet been exercised or completed. This agreement is currently in dispute. If the contract is enforced, each stage of exercise will require considerable further financing and there is no guarantee Immulabs will be able to secure such financing, or that it can secure it on terms favorable to Immulabs. Investors are cautioned that this or any other agreement entered into by Immulabs may also be subject to future legal claims or challenges, or attempts at repudiation. Quest currently wishes to have the contract cancelled and the Company is seeking to have the matter determined through arbitration or mediation. Any and all claims of the company of any nature, particularly scientific claims, including those with respect to Sensi Filter's TM or NT Assay'sTM capabilities such as the ability to monitor, gauge, and reduce damage to white cells as described herein, and any implications that it may thereby lead to less hazardous cigarette smoke or other benefits, require further research and independent validation, and investors are cautioned to await such additional research and validation before relying upon any scientific claims. There can be no guarantee as to the results such further scrutiny will provide. 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) 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(s). 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 in the future. 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. 11 Further, the Company executed a management agreement with Aggressive American Capital Partners, Inc, an entity owned and controlled by the Company's President, at the amount of $30,000 (US Dollars), plus reasonable pre-approved expenses, per month, effective March 15, 2001. This amount represents a fee payable for services related to 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), compliance, merger advice, and other related operational services. The current management group continues to actively to seek, investigate and, if warranted, acquire an interest in one or more business opportunities or ventures. As of the date hereof, the Company's primary area of activity has been in the biotechnology arena, whereby the company has been engaged in seeking to acquire and commercialize discoveries involving the immune system. The Company's mission over the past year has been primarily to acquire revolutionary BioTech/BioMed technologies that are near market readiness and to develop those technologies for global commercialization. To this end, in November 2000, Immulabs acquired the exclusive rights to purchase technologies developed by Quest Research Group, Inc. ("Quest") of Boston, Massachusetts, and to buy up to 100% of the company itself. Quest's biotech research had resulted in the development of two technologies of interest to the Company, which the Company sought to commercialize. In the event the mediation or arbitration provisions of the Company's option agreement are enforced, and through the dispute resolution mechanism it is determined that the Company is entitled to have the option contract upheld, with sufficient further time for the Company to exercise, then the Company will continue to maintain its option to acquire an initial 50% of Quest and its products for $1,600,000.00, and a further option to acquire the balance of Quest and its products for $175,000,000, each within a set time limit. Being options, the exercise of these provisions will be available to, but not required of, the Company. If the Company determines that it wishes to complete the Quest acquisition, these amounts will be required within the prescribed times. In the interim, the Company will be obligated to continue its due diligence efforts with respect to Quest. It is through such due diligence efforts that the Company learned of certain information that affects its position with regard to Quest. Quest, meanwhile, has asserted that the Company failed to take the required steps to exercise in the time allowed. In furtherance of its emphasis on health and wellness, the Company has recently begun considering and evaluating potential opportunities in the area of improved lifestyles for the aging population. In particular, it has directed its focus to the assisted living facilities industry, and the possibility it sees therein for integration of its concepts of improvement of health and quality of life. No final decisions in this respect have been made as of the time of this writing, however, the Company has viewed and evaluated certain facilities for possible acquisition. Other than the above-noted, the Company has no operating assets and has no other business opportunities or ventures under contemplation for acquisition. However, in the above-noted industries, the Company does propose to investigate new potential opportunities in the form of businesses, investors or entrepreneurs, 12 with a concept which has not yet been placed in operation, or in the form of firms which are developing companies in need of limited additional funds for expansion into new products or services, and which are seeking to develop a new product or service. The Registrant may also seek to acquire established businesses or revenue-generating properties which are available for purchase or joint-venture. These may include ones which are experiencing financial or operational difficulties and are in need of the limited additional capital the Registrant could provide. The Registrant anticipates that it will seek to merge with an existing business. After the merger, the surviving entity will be the Registrant (Immulabs Corporation); however, management from the acquired entity will in all likelihood operate the Registrant. There is, however, a remote possibility that the Registrant may seek to acquire and operate an ongoing business, in which case the existing management might also be retained. Due to the absence of capital available for investment by the Registrant, the types of businesses seeking to be acquired by the Registrant will no doubt be smaller businesses. In light of the downturn in the current market for publicly-traded securities as a whole, the Company will , if possible on terms favorable to the Company, likely give priority to businesses with a reduced risk profile and increased security for investors. In all likelihood, chosen business opportunities will involve the acquisition of or merger with corporation(s) which do not need additional cash but which desire to establish a public trading market for its Common Stock. Accordingly, the Registrant's ability to acquire any business of substance may be extremely limited. It is the intent of the current management to continue seeking further suitable situations for merger or acquisition. Further, the Registrant is dependent upon management and/or significant shareholders to provide sufficient working capital to preserve the integrity of the corporate entity during this phase. 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. However, there is no assurance that the Registrant will be able to structure or finance and/or acquire any business opportunity or venture. The Company has few ongoing material contractual agreements. The Company has entered into a management services agreement with Aggressive American Capital Partners, Inc. for management services, at the rate of $30,000.00 per month. In addition, the Company has entered into an employment agreement with its President for remuneration of $10,000.00 per month. For these and any other material commitments of the Company, the Company, facing a difficult financial environment in the public markets, may require the assistance of management and significant shareholders to continue to meet financial obligations and other needs within the near-term. The Company does intend, however, to first attempt to raise further financing through private placements with accredited investors. Part II - Other Information Item 1 - Legal Proceedings To the best of the knowledge of the Officers and Directors of the Company, neither Fthe Company nor any of its Officers and Directors are parties to any legal Proceeding or litigation other than as described below. Further, the 13 Officers and Directors know of no threatened or contemplated legal proceedings or litigation other than as described below. None of the Officers and Directors has been convicted of a felony and none has been convicted of any criminal offense, felony or misdemeanor, relating to securities or performance in corporate office. To the best of the knowledge of the Officers and Directors, no investigations of felonies, misfeasance in office or securities investigations are either pending or threatened at the present time. The Company's only pending legal matter is that it is currently seeking action to compel arbitration or mediation, pursuant to contract, in order to resolve the option agreement dispute with Quest Research Group Inc. of Boston, Mass. Quest Research Group Inc. informed the Company in February, 2001 that it takes issue with the Company's performance under the present option agreement and wishes to terminate the same. In its review of this matter with counsel, the Company has discovered other resulting legal issues related to the position which the Company plans to advance, and has contacted Quest repeatedly to require mediation or arbitration as provided for in the option agreement. However, the Company has yet to receive any reply and has therefore retained counsel to pursue necessary legal channels to compel this alternative dispute resolution mechanism. Item 2 - Changes in Securities Refer to Notes to Financial statements attached hereto. Item 3 - Defaults on Senior Securities None Item 4 - Submission of Matters to a Vote of Security Holders None Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K None - -------------------------------------------------------------------------------- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Immulabs Corporation July 26, 2002 /s/ Bruce Deildal -------------------------------- Bruce Deildal President and Director July 26, 2002 /s/ Ellen Luthy -------------------------------- Ellen Luthy Chief Financial Officer, Secretary-Treasurer and Director 14 -----END PRIVACY-ENHANCED MESSAGE-----