IMMULABS CORPORATION
Filing Type: 10QSB
Description: Quarterly Report
Filing Date: September 30, 2002
Period End: September 30, 2002
Primary Exchange: Over the Counter Bulletin Board
Ticker: IMLB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
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(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
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For the quarterly period ended September 30, 2002
TRANSITION REPORT UNDER SECTION 13 OR 15(d)OF THE EXCHANGE ACT OF 1934
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For the transition period from ______________ to _____________
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Commission File Number: 0-26760
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Immulabs Corporation
(Exact name of small business issuer as specified in its charter)
Colorado 84-1286065
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(State of incorporation) (IRS Employer ID Number)
Suite 132 - 3495 Cambie St. Vancouver, BC
Canada V5Z 4R3
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(Address of principal executive offices)
(604) 696-0073
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(Issuer's telephone number)
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(Former name, former address and former fiscal year, if changed since last
report)
222-99 Begin St., Coquitlam, BC V3K 6R5
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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:
October 31, 2002: 39,097,661
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Transitional Small Business Disclosure Format (check one): YES NO X
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Immulabs Corporation
Form 10-QSB for the Quarter ended September 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 12
Item 2 Changes in Securities 12
Item 3 Defaults Upon Senior Securities 12
Item 4 Submission of Matters to a Vote of Security Holders 12
Item 5 Other Information 12
Item 6 Exhibits and Reports on Form 8-K 12
Signatures 13
2
Part I - Financial Information
Item 1 - Financial Statements
Immulabs Corporation
(A Development Stage Company)
Balance Sheets
As at As at
September 30, December 31,
2002 2001
$ $
(unaudited) (audited)
ASSETS
Current Assets
Cash 2,076 2,276
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Total Assets 2,076 2,276
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable (Note 4) 38,575 472,597
Accrued liabilities 500 3,792
Loans from related parties (Note 4(a)) 42,707 32,400
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Total Liabilities 81,782 508,789
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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 (Note 5) 7,512,849 6,711,536
Stock based compensation 1,873,815 1,873,815
Deficit Accumulated During the Development Stage (9,505,468) (9,130,962)
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Total Stockholders' Deficit (79,706) (506,513)
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Total Liabilities and Stockholders' Deficit 2,076 2,276
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Contingency (Note 1)
Subsequent Event (Note 6)
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 Nine
November 1, 1985 Months Months
(Date of Inception) Ended Ended
to September 30, September 30 September 30
2002 2002 2001 2002 2001
$ $ $ $ $
Revenue -- -- -- -- --
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Expenses
General and Administrative
Accounting and audit 27,925 1,625 600 2,125 3,800
Amortization 2,833 -- -- -- --
Financial services 56,266 -- -- -- 56,266
Investor relations 170,786 -- -- -- 15,074
Legal 1,013,007 -- -- -- 1,171
Management fees (Note 4) 762,000 90,000 90,000 270,000 270,000
Office 3,382 382 1,391 1,195 1,758
Salaries 203,730 33,230 33,000 99,230 71,500
Stock based compensation 1,873,815 -- -- -- (278,012)
Transfer agent and regulatory 14,594 979 528 1,956 2,158
Travel and promotion 7,111 -- -- -- 3,310
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4,135,449 126,216 125,519 374,506 147,025
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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 4,253,187 126,216 125,519 374,506 151,525
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Income (Loss) from Continuing Operations (4,253,187) (126,216) (125,519) (374,506) (151,525)
Income (Loss) from Discontinued Operations (5,252,281) -- -- -- --
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Net Income (Loss) For the Period (9,505,468) (126,216) (125,519) (374,506) (151,525)
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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 39,081,000
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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 Nine Months
Ended
September 30,
2002 2001
$ $
Cash Flows to Operating Activities
Net loss for the period (374,506) (151,525)
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 accounts payable and accrued liabilities 365,806 299,512
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Net Cash Used in Operating Activities (8,700) (70,185)
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Cash Flows from Financing Activities
Advances from related parties 8,500 16,509
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Net Cash From Financing Activities 8,500 16,509
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Cash Flows to Investing Activities -- --
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Increase (Decrease) in Cash (200) (53,676)
Cash - Beginning of Period 2,276 55,838
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Cash - End of Period 2,076 2,162
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Non-Cash Financing Activities
Shares cancelled and returned to treasury -- (82,950)
Debt relating to Company expenses and cash advances to
the former President, his son and a company controlled by
the former President were forgiven and treated as additional
paid-in capital (Notes 4 and 5) 801,313 --
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Supplemental Disclosures
Interest paid -- --
Income tax paid -- --
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5
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
Immulabs Corporation
(A Development Stage Company)
Notes to the Financial Statements
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
Immulabs Corporation
(A Development Stage Company)
Notes to the Financial Statements
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
Immulabs Corporation
(A Development Stage Company)
Notes to the Financial Statements
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 95
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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 $1,807 has been charged to operations and included
in accrued liabilities.
(b) Effective March 16, 2001 the Company entered into a Management
Agreement with Aggressive American Capital Partners, Inc. to pay
$30,000 per month. On September 30, 2002 the amount owing of $553,363
was forgiven and treated as paid-in-capital (Note 5).
(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 former 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.
(d) As at September 30, 2002 a total of $247,950 owing to related parties
were forgiven and treated as paid-in-capital (Note 5).
5. Additional Paid In Capital
Included in Additional Paid In Capital for the quarter ended September 30,
2002 is an amount of $801,313 representing extinguishments of debt owing to
the outgoing President of the Company and a company owned by him, and his
Son. Due to their relationship to the Company as principal stockholders,
the forgiveness of this debt has been treated as contributed capital in
accordance with the provisions of Staff Accounting Bulletin Topic 5T
"Accounting for Expense of Liabilities Paid by Principal Stockholders". It
is treated as contributed capital because the forgiveness of debt
maintained the value of the principal stockholder's investment in the
Company.
6. Subsequent Event
On November 26, 2002 a Special Meeting of Shareholders will be held to
approve a reverse split of the Company's common shares on a 1 new for 100
old basis and to approve an amendment to change the Company's name which
will be chosen by the new President of the Company.
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.
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.
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.
10
(2) Results of Operations, Liquidity and Capital Resources
As of the date of this filing, the Company has no operations, no assets and
liabilities totaling $81,782. 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.
The current management group continues to actively to seek, investigate and, if
warranted, acquire an interest in one or more business opportunities or
ventures.
The Company has no operating assets and has no other business opportunities or
ventures under contemplation for acquisition. However, the Company does propose
to investigate new potential opportunities in the form of businesses, investors
or entrepreneurs, 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.
The Directors feel that the current stockprice is a deterrent to appropriate
market maker support in the stock. Therefore the Company filed a Preliminary
Information Statement to hold a special meeting of shareholders on November 26,
2002 where the Directors propose to reverse split the Company's stock on a 1 for
100 basis. A reverse split will cause an adjustment in the trading price of the
Company's stock, which will make the Company more attractive to potential merger
partners.
The Directors also propose to amend the Company Articles to change the Company's
name, to be more suitable to the nature of business it will be in if the
business plan is amended. The Directors propose to delegate responsibility of
choosing the name itself and the timing of the amendment of Company Articles to
the Company's then President.
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.
11
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 no ongoing material contractual agreements. All Company debts
were forgiven on September 30, 2002 except for $20,000 each to former president
Bruce Deildal, and to current president Ben Traub.
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 the Company nor any of its Officers and Directors are parties to any
legal Proceeding or litigation other than as described below. Further, the
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.
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
The Company filed an 8K on October 10, 2002 to advise change of address,
telephone and fax numbers and resignation of Bruce Deildal as Officer and
Director of the Company and appointment of Ben Traub as President and Director
of the Company effective September 30, 2002.
12
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
Nov 14, 2002 /s/ Ben Traub
--------------------------------
Ben Traub
President and Director
Nov 14, 2002 /s/ Ellen Luthy
--------------------------------
Ellen Luthy
Chief Financial Officer,
Secretary-Treasurer and Director
13