IMMULABS CORP
8-K, 2000-12-21
MEMBERSHIP SPORTS & RECREATION CLUBS
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                              IMMULABS CORPORATION


                                 Filing Type:  8-K
                                 Description:  Current Report
                                 Filing Date:  December 20, 2000
                                 Period End:   December 20, 2000


                           Primary Exchange:   Over the Counter Includes OTC
                                               and OTCBB
                                     Ticker:   IMLB




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                                Table of Contents


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                                       8-K

ITEM 4.........................................................................1

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ITEM 7.........................................................................2






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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

      Pursuant to Section 13 or 15d of the Securities Exchange Act of 1934

       Date of Report (date of earliest event reported):December 20, 2000


                              IMMULABS CORPORATION
             (Exact name of registrant as specified in its charter)



         Colorado                   0-26760                  84-1286065
 (State of Incorporation)         (Commission              (I.R.S Employer
                                  File Number)           Identification No.)


                            15945 Quality Trail North
                             Scandia, Minnesota 55073

              (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code      (888) 763-6547





              (Former name, former address and former fiscal year,
                         if changed since last report.)

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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On December 8, 2000, Scott Hatfield C.P.A.  ("Hatfield"),  then Auditor
for the Company,  advised the Company by letter in writing received December 13,
2000  (and  copied  to the U.S.  Securities  and  Exchange  Commission)  that he
declined reappointment as independent certified public accountants for the audit
period  ending  December 31, 2000 and would be ceasing to act in said  capacity.
The Board of  Directors of the Company have  accepted  the  resignation  and are
seeking a  replacement  auditor.  The Company  expects its future  reports to be
filed in the ordinary course without disruption.

         Each of  Hatfield's  audit  reports for the  previous two years did not
contain  an  adverse  opinion.   However,  each  opinion  was  qualified  as  to
uncertainty and contained the following paragraph:

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"The  accompanying  financial  statements  have been prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon  significant  shareholders to provide  sufficient  working
capital to maintain the integrity of the corporate entity.  These  circumstances
create  substantial  doubt  about the  company's  ability to continue as a going
concern and are discussed in note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties."

         During  the  Company's  two most  recent  fiscal  years  preceding  the
resignation,  there were not any disagreements with the former accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope or procedure.  In  particular,  there was not in that period any
disagreement  which if not resolved to the satisfaction of Hatfield,  would have
caused Hatfield to make reference to the subject matter of the  disagreements in
connection with its report on the financial statements for those years. Further,
there was not, in the  Company's  two most recent  fiscal  years  preceding  the
resignation,  any  difference of opinion  between the former  accountant and the
Company  related to any matters in Regulation  S-K 229.304 a (1) (v)(A)  through
(D), nor will there be, due to the accountant's resignation, any issue remaining
unresolved to the former accountant's satisfaction.

         The decision to accept the  accountant's  declination of  reappointment
and action to approve change of accountants  was made by the Board of Directors.
Hatfield's  resignation  letter  and  requested  letter  addressed  to the  U.S.
Securities  and Exchange  Commission  accompany  this report at Exhibit 16.1 and
16.2 respectively.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         Financial Statements - None

         Exhibit 16.1 - letter from S.W. Hatfield, CPA to Company
         Exhibit 16.2 - letter  from  S.W.  Hatfield, CPA to U.S. Securities and
                        Exchange Commission


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                       Date: December 21, 2000

                                       IMMULABS CORPORATION


                                       By: /s/ Bruce  Deildal
                                          -------------------------------
                                          Bruce Deildal
                                          President

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