UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Immulabs Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
Ellen Luthy, c/o Cyclone Financing Group, Inc.,
2nd Floor, 827 West Pender Street, Vancouver, B.C. V6C 3G8 (604) 646-5546
(CUSIP Number) 45252V101
October 23, 2000
(Date of Event which Requires Filing of this Statement)
CUSIP No. 45252V101
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
Aggressive American Capital Partners, Inc. (Bruce Deildal 98% majority
owner)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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<PAGE>
6. Citizenship or Place of Organization
State of Nevada
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7. Sole Voting Power
Number of 7,985,000
Shares ----------------------------------------------------------------
Beneficially
Owned by 8. Shared Voting Power
Each
Reporting 0
Person With ----------------------------------------------------------------
9. Sole Dispositive Power
7,985,000
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,985,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13. Percent of Class Represented by Amount in Row (11)
84.05%
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14. Type of Reporting Person (See Instructions)
CO
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<PAGE>
Item 1. Security and Issuer - This statement relates to the Common Stock,
$.001 par value per share (the "Common Stock") of Immulabs
Corporation, whose principal executive offices are located at 15945
Quality Trail North, Scandia MN 55073.
Item 2. Identity and Background
(a) Name; Aggressive American Capital Partners, Inc. (98% owned by
Bruce Deildal)
(b) Residence or business address; Aggressive American Capital
Partners Inc.'s address is 475 Terminal Way, Suite E Reno NV
89502-3225. Bruce Deildal's address is P1 144 West 14th Street,
North Vancouver, B.C. Canada.
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; Company for
the investments of owner.
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, and penalty imposed, or
other disposition of the case; The Reporting Person, and/or Bruce
Deildal, during the last five years, have not been convicted in
any criminal proceeding excluding traffic violations or similar
misdemeanors.
(e) Whether or not, during the last five years, such person was a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws; and, if so, identify and
describe such proceedings and summarize the terms of such
judgment, decree or final order; and The Reporting Person, and/or
Bruce Deildal, during the last five years, have not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction.
(f) Citizenship.
United States. (A Nevada Corporation). Bruce Deildal is a
Canadian Citizen
Item 3. Source and Amount of Funds or Other Consideration
Aggressive American Capital Partners, Inc. ("AA") purchased
7,985,000 common shares of Immulabs Corporation for $67,894.63
cash. All funds were provided from AA working capital. 7,985,000
common shares were registered in the name of AA. Bruce Deildal, a
majority shareholder of AA negotiated and performed the required
action of the buyer with respect to the purchase of Immulabs
Corporation common stock.
<PAGE>
Item 4. Purpose of Transaction
AA entered into purchase agreement for the Immulabs Corporation
Common Stock on October 23, 2000 (acquired 84.05 % of the
outstanding shares of Immulabs Corporation), for the purpose of
Immulabs Corporation sourcing a suitable investment and obtaining
related acquisition financing.
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
Not applicable.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
Not applicable.
(c) A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
Not applicable.
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
Since the conclusion of the Stock Acquisition Agreement, the
President, Chairman and Chief Executive Officer of Immulabs
Corporation, and the Vice President of Immulabs Corporation,
resigned on November 1, 2000, and Bruce Deildal (98% owner of AA)
was appointed to position of President, Chief Executive Officer
and Director of Immulabs Corporation on said date.
(e) Any material change in the present capitalization or dividend
policy of the issuer; Ownership change only.
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
Not Applicable.
<PAGE>
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
Not Applicable.
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
Not Applicable.
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
Not Applicable.
(j) Any action similar to any of those enumerated above.
Not Applicable.
Item 5. Interest in Securities of the Issuer
(a) State the aggregate number and percentage of the class of
securities identified pursuant to Item 1 (which may be based on
the number of securities outstanding as contained in the most
recently available filing with the Commission by the issuer
unless the filing person has reason to believe such information
is not current) beneficially owned (identifying those shares
which there is a right to acquire) by each person named in Item
2. The above mentioned information should also be furnished with
respect to persons who, together with any of the persons named in
Item 2, comprise a group within the meaning of Section 13(d)(3)
of the Act;
The number of shares of Immulabs Corporation Common Stock
purchased by the Reporting Person pursuant to the Stock
Acquisition Agreement was 7,985,000 which constituted
approximately 84.05% of the Immulabs Corporation Common Stock
based on the shares issued and outstanding as of October 23,
2000. The Reporting Person has the sole right to vote or to
dispose of the shares of Immulabs Corporation Common Stock
acquired pursuant to the Stock Acquisition Agreement.
(b) For each person named in response to paragraph (a), indicate the
number of shares as to which there is sole power to vote or to
direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to
dispose or to direct the disposition. Provide the applicable
information required by Item 2 with respect to each person with
whom the power to vote or to direct the vote or to dispose or
direct the disposition is shared;
See (a) above.
<PAGE>
(c) Describe any transactions in the class of securities reported on
that were effected during the past sixty days or since the most
recent filing of Schedule 13D (ss.240.13d-191), whichever is
less, by the persons named in response to paragraph (a).
No such transactions.
(d) If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest
relates to more than five percent of the class, such person
should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of an employee benefit plan, pension
fund or endowment fund is not required.
Bruce Deildal, the majority owner of the Reporting Person may
be deemed to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Immulabs Corporation Common Stock owned by the Reporting Person.
(e) If applicable, state the date on which the reporting person
ceased to be the beneficial owner of more than five percent of
the class of securities.
Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not Applicable.
Item 7. Material to Be Filed as Exhibits
Stock Acquisition Agreement dated October 23, 2000 between Aggressive American
Capital Partners, Inc. and Benjamin Traub, on his own behalf and as agent for
certain selling shareholders.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: November 1, 2000
Signature: For Aggressive American Capital Partners, Inc. /s/ Bruce Deildal
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Bruce Deildal
President & Director
