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
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[ ] 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
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Immulabs Corporation
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(Name of Small Business Issuer in its Charter)
Colorado 84-1286065
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(State or Other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No)
222-99 Begin Street
Coquitlam, BC V3K 6R5
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(Address of Principal Executive Offices)
604-526-3567
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Issuer's Telephone Number
2nd Floor - 827 West Pender Street
Vancouver, BC V6C 3G8 Canada
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(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
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(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
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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 --
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Total Assets 4,685 2,276
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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
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Total Liabilities 759,488 508,789
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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)
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Total Stockholders' Deficit (754,803) (506,513)
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Total Liabilities and Stockholders' Deficit 4,685 2,276
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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 -- -- -- -- --
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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
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4,009,233 123,918 130,323 248,290 21,506
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Selling and Marketing
Advertising 89,238 -- -- -- --
Marketing 13,500 -- -- -- 4,500
Option agreement written-off 15,000 -- -- -- --
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117,738 -- -- -- 4,500
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Total Expenses 4,126,971 123,918 -- 248,290 26,006
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Income (Loss) from Continuing Operations (4,126,971) (123,918) (130,323) (248,290) (26,006)
Income (Loss) from Discontinued Operations (5,252,281) -- -- -- --
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Net Income (Loss) For the Period (9,379,252) (123,918) (130,323) (248,290) (26,006)
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Net Income (Loss) Per Share - Basic -- -- -- (.01) --
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Weighted Average Shares Outstanding -- 39,098,000 39,098,000 39,098,000 39,052,000
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(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
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Net Cash Used in Operating Activities (6,464) (67,916)
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Cash Flows from Financing Activities
Advances from related parties 8,500 16,000
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Net Cash From Financing Activities 8,500 16,000
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Cash Flows to Investing Activities -- --
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Increase (Decrease) in Cash 2,036 (51,916)
Cash - Beginning of Period 2,276 55,838
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Cash - End of Period 4,312 3,922
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Non-Cash Financing Activities
Shares cancelled and returned to treasury -- (82,950)
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Supplemental Disclosures
Interest paid -- --
Income tax paid -- --
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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 -- --
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End of period 1,437,272 0.65 98
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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
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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
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