UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
--------------------------------------------------------------------------------
(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--------- ACT OF 1934
For the quarterly period ended September 30, 2000
TRANSITION REPORT UNDER SECTION 13 OR 15(d)OF THE EXCHANGE ACT OF 1934
---------
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
---------------------------- ----------------------------
(State of incorporation) (IRS Employer ID Number)
15945 Quality Trail North, Scandia, MN 55073
--------------------------------------------
(Address of principal executive offices)
(612) 433-3522
--------------
(Issuer's telephone number)
North American Resorts, Inc., 15945 Quality Trail North, Scandia, MN 55073
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, 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 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:
November 13, 2000: 39,747,928
-------------------------------
Transitional Small Business Disclosure Format (check one): YES NO X
---- ----
<PAGE>
Immulabs Corporation
(formerly North American Resorts, Inc.)
Form 10-QSB for the Quarter ended September 30, 2000
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 12
Part II - Other Information
Item 1 Legal Proceedings 13
Item 2 Changes in Securities 13
Item 3 Defaults Upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits and Reports on Form 8-K 15
Signatures 15
Exhibit 23.1 - Consent of Independent Certified Public Accountants 16
2
<PAGE>
S. W. HATFIELD, CPA
certified public accountants
Member: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology Section
Texas Society of Certified Public Accountants
Item 1 - Part 1 - Financial Statements
Accountant's Review Report
Board of Directors and Shareholders
Immulabs Corporation
(formerly North American Resorts, Inc.)
We have reviewed the accompanying balance sheets of Immulabs Corporation
(formerly North American Resorts, Inc.) (a Colorado corporation) as of September
30, 2000 and 1999 and the accompanying statements of operations and
comprehensive income for the nine and three months ended September 30, 2000 and
1999 and the statements of cash flows for the nine months ended September 30,
2000 and 1999. These financial statements are prepared in accordance with the
instructions for Form 10-QSB, as issued by the U. S. Securities and Exchange
Commission, and are the sole responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression on an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
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.
S. W. HATFIELD, CPA
Dallas, Texas
November 7, 2000
(secure mailing address) (overnight delivery/shipping address)
P. O. Box 820395 9002 Green Oaks Circle, 2nd Floor
Dallas, Texas 75382-0395 Dallas, Texas 75243-7212
214-342-9635 (voice) (fax) 214-342-9601
800-244-0639 [email protected]
3
<PAGE>
<TABLE>
<CAPTION>
Immulabs Corporation
(formerly North American Resorts, Inc.)
Balance Sheets
September 30, 2000 and 1999
(Unaudited)
September 30, September 30,
2000 1999
----------- -----------
ASSETS
--------
<S> <C> <C>
Current Assets
Cash on hand and in bank $ 32,065 $ --
----------- -----------
Total current assets 32,065 --
----------- -----------
Other Assets
Organization costs, net of accumulated amortization
of $11,330 and $10,197, respectively -- 1,133
----------- -----------
Total other assets -- 1,133
----------- -----------
Total Assets $ 32,065 $ 1,133
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Accounts payable
Trade $ -- $ --
Affiliates 50,000 --
----------- -----------
Total current liabilities 50,000 --
----------- -----------
Commitments and Contingencies
Shareholders' Equity Preferred stock - No par value
50,000,000 shares authorized; -0- and 482,815
shares issued and outstanding, respectively -- 1,741,583
Common stock - $0.001 par value
300,000,000 shares authorized; 39,747,928 and
415,260 issued and outstanding, respectively 39,748 415
Additional paid-in capital 7,331,467 3,723,116
Accumulated deficit (7,389,150) (5,193,981)
----------- -----------
Total shareholders' equity (17,935) 1,133
----------- -----------
Total Liabilities and Shareholders' Equity $ 32,065 $ 1,133
=========== ===========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
4
<PAGE>
<TABLE>
<CAPTION>
Immulabs Corporation
(formerly North American Resorts, Inc.)
Statements of Operations and
Comprehensive Income Nine and Three
months ended September 30, 2000 and 1999
(Unaudited)
Nine months Nine months Three months Three months
ended ended ended ended
September 30, September 30, September 30, September30,
2000 1999 2000 1999
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ --
------------ ------------- ------------ ------------
Expenses
Professional fees 1,010,538 -- 921,938 --
General and administrative costs 89,748 -- 89,748 --
Management fees paid
to an affiliate 150,000 -- 150,000 --
Restructuring and reorganization costs 75,000 -- -- --
Amortization of organization costs 567 1,699 -- 566
Compensation expense for issuances
of common stock at less than
"fair value" 943,750 -- 300,000 --
------------ ------------- ------------ ------------
Total expenses 2,194,603 1,699 1,461,686 566
------------ ------------- ------------ ------------
Loss from continuing operations
before income taxes (2,194,603) (1,699) (1,461,686) (566)
Provision for income taxes -- -- -- --
------------ ------------- ------------ ------------
Net Loss (2,194,603) (1,699) (1,461,686) (566)
Other comprehensive income -- -- -- --
------------ ------------- ------------ ------------
Comprehensive Loss $ (2,194,603) $ (1,699) $ (1,461,686) $ (566)
============ ============= ============ ============
Loss per weighted-average
share of common stock
outstanding, calculated
on Net Loss $ (0.12) nil $ (0.04) nil
============ ============= ============ ============
Weighted-average number of shares
of common stock outstanding 17,872,833 415,260 39,175,793 415,260
============ ============= ============ ============
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Immulabs Corporation
(formerly North American Resorts, Inc.)
Statements of Cash Flows
Nine months ended September 30, 2000 and 1999
(Unaudited)
Nine months Nine months
ended ended
September 30, September 30,
2000 1999
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities
Net loss $(2,194,603) $ (1,699)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 567 1,699
Compensation expense for issuances of
common stock at less than "fair value" 943,750 --
Common stock issued for consulting expenses 1,007,350 --
Increase in Accounts Payable - Affiliate 50,000 --
------------ ------------
Net cash used in operating activities (192,936) --
------------ ------------
Cash Flows from Investing Activities -- --
------------- ------------
Cash Flows from Financing Activities
Proceeds from sale of common stock 225,001 --
------------ ------------
Net cash provided by financing activities 225,001 --
------------ ------------
Increase (Decrease) in Cash 32,065 --
Cash at beginning of period -- --
------------ ------------
Cash at end of period $ 32,065 $ --
============ ============
Supplemental disclosure of interest
and income taxes paid
Interest paid for the period $ - $ --
============ =============
Income taxes for the period $ - $ --
============ =============
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants. See Accountant's
Review Report. The accompanying notes are an integral part of these financial
statements.
6
<PAGE>
Immulabs Corporation
(formerly North American Resorts, Inc.)
Notes to Financial Statements
Note 1 - Organization and Description of Business
North American Resorts, Inc. (Company ) was initially incorporated as Gemini
Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The
Company changed its corporate 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, respectively.
Effective September 1, 2000, as filed with the State of Colorado on June 30,
2000, the Company changed its corporate name to Immulabs Corporation.
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
the fourth quarter of 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 support for the Company's behalf. The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.
During interim periods, the Company follows the accounting policies set forth in
its annual audited financial statements contained in a Form 10-KSB as filed with
the U. S. Securities and Exchange Commission. The information presented herein
may not include all disclosures required by generally accepted accounting
principles and the users of financial information provided for interim periods
should refer to the annual financial information and footnotes contained in its
annual audited financial statements contained elsewhere in this document when
reviewing the interim financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 2000.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note 2 - Summary of Significant Accounting Policies
1. Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
Cash overdraft positions may occur from time to time due to the timing of
making bank deposits and releasing checks, in accordance with the Company's
cash management policies.
7
<PAGE>
Immulabs Corporation
(formerly North American Resorts, Inc.)
Notes to Financial Statements - Continued
Note 2 - Summary of Significant Accounting Policies - Continued
2. Income taxes
------------
The Company uses the asset and liability method of accounting for income
taxes. At September 30, 2000 and 1999, respectively, the deferred tax asset
and deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary differences.
Temporary differences represent differences in the recognition of assets
and liabilities for tax and financial reporting purposes, primarily
accumulated depreciation and amortization, allowance for doubtful accounts
and vacation accruals.
Due to the provisions of Internal Revenue Code Section 338, the Company
will have no net operating loss carryforwards available to offset financial
statement or tax return taxable income in future periods as a result of
changes in control in both 2000 and 1999, respectively, involving 50
percentage points or more of the issued and outstanding securities of the
Company.
3. Earnings (loss) per share
-------------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of September 30, 2000, the Company has no
outstanding warrants and 169,318 options issued and outstanding. The
Company's outstanding stock options are considered to be anti-dilutive due
to the Company's net operating loss position at September 30, 2000.
Note 3 - Preferred Stock
As of December 31, 1999, the Company had 482,815 shares of preferred stock
issued and outstanding. For a two (2) year period from the initial issue date of
the preferred stock, these shares were convertible into common shares at the
rate of 10 common shares for each share of preferred. Thereafter, the shares
were convertible at a rate of one (1) share of common for each share of
preferred outstanding.
On March 21, 2000, subsequent to the second anniversary date of the last
issuance of preferred stock, the Company converted 100.0% of the issued and
outstanding preferred stock into 482,815 pre-reverse split shares (485 post-
reverse split shares, as rounded for fractions, 1,940 post-forward split shares)
of restricted, unregistered common stock.
Note 4 - Common Stock Transactions
In April 1998 and April 2000, respectively, the Company amended its Articles of
Incorporation to allow for the issuance of up to 150,000,000 and 300,000,0000
shares of $0.001 par value common stock. Further, on May 30, 2000, the Company's
Board of Directors effected a one (1) for 1,000 reverse split of the issued and
outstanding shares of the Company's common stock, which was approved at the
Company's Annual Meeting of Shareholders on March 20, 2000. The effect of these
amendments and the reverse stock split are reflected in the accompanying
financial statements as of the first day of the first period presented.
8
<PAGE>
Immulabs Corporation
(formerly North American Resorts, Inc.)
Notes to Financial Statements - Continued
Note 4 - Common Stock Transactions - Continued
Further, on November 2, 2000, the Company's Board of Directors effected a four
(4) for one (1) forward split of the Company's common stock. The effect of this
forward stock split are reflected in the accompanying financial statements as of
the first day of the first period presented.
On February 1, 2000, the Company, in an effort to seek and obtain a suitable
merger or acquisition agreement with an on-going privately owned business,
issued 2,000,000 pre-reverse split shares (2,000 post-reverse split shares;
8,000 post-forward split shares) of unregistered, restricted common stock into
the escrow account of the Company's corporate attorney. The attorney is
responsible for securing the Company's books and records, validating the
Company's corporate status, procuring the services of a qualified independent
certified accounting firm to audit the Company's financial statements,
facilitate the filing of all delinquent reports with the US Securities and
Exchange Commission and evaluate potential private companies for either merger
or acquisition. The Company's common stock had an estimated average quoted
market price of approximately $0.0136 per share on the date of the issuance of
these shares. Due to the restricted nature of the shares issued into escrow, the
Stock Subscription Agreement was valued at approximately $0.0068 per share, or
approximately $13,600 in total, as the "fair value" of this transaction.
On May 30, 2000, the Company entered into a Stock Acquisition Agreement with an
unrelated individual and/or entity controlled by the individual for the purchase
of 9,500,000 post-reverse split shares (38.000.000 post-forward split shares) of
restricted, unregistered common stock for total proceeds of $75,000. At the date
of this transaction, the "fair value" of the common stock issued was
approximately $118,750, based on the discounted quoted closing price of the
Company's common stock. The difference of approximately $43,750 was charged to
operations as compensation expense for issuances of common stock at less than
"fair value".
Note 5 - 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 700,000 post-reverse split shares (2,800,000 post- forward split
shares) of common stock pursuant to the Company's 2000 Nonqualifying Stock
Option Plan (2000 NQPlan). As stated in the 2000 NQPlan document, "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 800,000 post-reverse split shares (3,200,000 post- forward split
shares) of common stock pursuant to the Company's 2000 Qualifying Stock Option
Plan (2000 QPlan). As stated in the 2000 QPlan document, "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 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.
9
<PAGE>
<TABLE>
<CAPTION>
Immulabs Corporation
(formerly North American Resorts, Inc.)
Notes to Financial Statements - Continued
Note 5 - Stock Options - Continued
On June 30, 2000, the Company granted options to purchase 150,000 post-reverse
split shares (600,000 post- forward split shares) of the Company's common stock
at an exercise price of $1.00 per share under the 2000 NQPlan to an individual
providing acquisition and merger consulting services. The individual immediately
exercised 100,000 (400,000 post-forward split) of these options and the
remaining 50,000 (200,000 post-forward split) options on July 6, 2000. The
quoted market price of the Company's stock at the date of each respective
exercise was approximately $7.00. The $900,000 difference between the exercise
price and the market price of the Company's stock on the exercise date(s) was
charged to operations as compensation expense for issuances of common stock at
less than "fair value".
On August 31, 2000, the Company granted options to purchase a total of 300,000
shares (1,200,000 post-forward split) of common stock at an exercise price of
$5.50 per share under the 2000 NQPlan (100,000 shares) and the 2000 QPlan
(200,000 shares) to the Company's then President and Chief Executive Officer.
The President exercised 180,682 shares (722,728 post-forward split) on September
11, 2000. The exercise price was not below the quoted market price of the shares
on the exercise date and no charge to operations was recognized for issuances of
common stock at less than "fair value".
The following table summarizes all options, as adjusted for the November 2, 2000
forward split, granted through September 30, 2000:
Options Options Options Options Exercise price
granted exercised terminated outstanding per share
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
800,000 600,000 -- 200,000 $0.25 per share
1,200,000 722,728 -- 477,272 $1.375 per share
--------- --------- --------- ---------
2,000,000 1,322,728 -- 677,272
========= ========= ========= =========
The weighted average exercise price of all issued and outstanding options at
September 30, 2000 was approximately $0.93 per share, as adjusted for the
forward split.
Note 6 - Related Party Transactions
In October 1999, in connection with a Stock Acquisition Agreement, the Company
agreed to issue 300,000 post- reverse split shares of restricted, unregistered
common stock in April 2000 to the Company's former corporate attorney for
services rendered in connection with the Stock Acquisition Agreement. This
obligation was satisfied on behalf of the Company by the Company's then
President and Chief Executive Officer with the transfer of 300,000 shares
(1,200,000 post-forward split) of the Company's common stock owned by the
Company's President and Chief Executive Officer. The Company recognized a charge
to operations of approximately $993,570 for the fair value of these shares, as
calculated on the discounted (50.0%) value of the quoted closing price of the
Company's common stock on the date of settlement and the Company's President and
Chief Executive Officer was given credit for this payment against the amount due
from the President on the exercise of options to purchase 180,682 shares
(722,728 post-forward split) of stock.
</TABLE>
10
<PAGE>
Immulabs Corporation
(formerly North American Resorts, Inc.)
Notes to Financial Statements - Continued
Note 7 - Commitments
The Company has executed a management agreement with an entity owned and
controlled by the Company's former President at the amount of $50,000 (US
Dollars), plus reasonable expenses, per month, effective July 1, 2000. This
amount represents a management fee payable for 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) and other related operational services.
As of September 30, 2000, approximately $150,000 has been paid or accrued under
this agreement.
Note 8 - Subsequent Events
On October 17, 2000, the Company granted options to purchase a total of 100,000
shares (400,000 post-forward split) of common stock at an exercise price of
$5.00 per share under the 2000 NQPlan to an individual providing marketing,
acquisition and merger consulting services. On October 27, 2000, a total of
20,000 shares (80,000 post- forward split) of common stock were exercised. On
November 3, 2000, a total of 5,000 shares (20,000 post- forward split) of common
stock were exercised.
On October 26, 2000, the Company granted options to purchase a total of 100,000
shares (400,000 post-forward split) of common stock at an exercise price of
$11.25 per share under the 2000 QPlan to an individual providing acquisition and
merger consulting services. This individual subsequently, on November 1, 2000,
became the Company's President and Chief Executive Officer. None of these
options have been exercised.
On October 31, 2000, the Company entered into an Assignment Agreement with
Aggressive American Capital Partners, Inc., a significant majority shareholder
in he Company, whereby he Company obtained, via the Assignment Agreement, the
exclusive right to acquire Quest Research Group Inc. of Boston, MA and its
various technologies. The Company is obligated to pay a minimum of $4,500 per
month to Quest in connection with this option.
On November 3, 2000, the Company granted an option to purchase an aggregate
40,000 shares (post-forward split) to four (4) individuals, two being Directors
of the Company, on being an Director and Officer of the Company and one being
affiliated with Cyclone Financing Group, Inc., an affiliate of the Company, at
an exercise price of $2.50 per share. None of these options have been exercised.
(Remainder of this page left blank intentionally)
11
<PAGE>
Part I - Item 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
(1) Caution Regarding Forward-Looking Information
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) General comments
North American Resorts, Inc. (Company ) was initially incorporated as Gemini
Ventures, Inc. on November 1, 1985 under the laws of the State of Colorado. The
Company changed its corporate 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, respectively.
Effective September 1, 2000, as filed with the State of Colorado on June 30,
2000, the Company changed its corporate name to Immulabs Corporation.
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 controlled by the Company and
the operation of Cypress Island Preserve as a tourist destination. During the
fourth quarter of 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 support for the Company's behalf. The
controlling shareholders intend to continue the funding of necessary expenses to
sustain the corporate entity.
(3) 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.
As of September 30, 2000, the Company has received approximately $225,000 in
cash from the exercise of granted stock options and/or the sale of common stock
under a private placement agreement. While this sum is anticipated to meet the
immediate liquidity needs of the Company, 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. 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.
Since September 30, 2000, the Company has received an additional $125,000 in
cash proceeds from the exercise of granted stock options.
12
<PAGE>
Further, the Company executed a management agreement with Cyclone Financing
Group, Inc. of 2nd Floor, 827 West Pender Street, Vancouver, British Columbia,
Canada V6C 3G8, an entity owned and controlled by the Company's former
President, at the amount of $50,000 (US Dollars), plus reasonable expenses, per
month, effective July 5, 2000. This amount represents a management fee payable
for 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) and other
related operational services.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
On May 30, 2000, the Company's Board of Directors effected a one (1) for
1,000 reverse split of the issued and outstanding shares of the Company's
common stock, which was approved at the Company's Annual Meeting of
Shareholders on March 20, 2000. The effect of these amendments and the
reverse stock split are reflected in the accompanying financial
statements as of the first day of the first period presented.
On May 30, 2000, the Company entered into a Stock Acquisition Agreement
with an unrelated individual and/or entity controlled by the individual
for the purchase of 9,500,000 post-reverse split shares of restricted,
unregistered common stock for total proceeds of $75,000. At the date of
this transaction, the "fair value" of the common stock issued was
approximately $118,750, based on the discounted quoted closing price of
the Company's common stock. The difference of approximately $43,750 was
charged to operations as compensation expense for issuances of common
stock at less than "fair value".
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 700,000 post-reverse split shares of common stock
pursuant to the Company's 2000 Nonqualifying Stock Option Plan (2000
NQPlan). As stated in the 2000 NQPlan document, "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 800,000 post-reverse split shares of common stock
pursuant to the Company's 2000 Qualifying Stock Option Plan (2000 QPlan).
As stated in the 2000 QPlan document, "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 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.
13
<PAGE>
On June 30, 2000, the Company granted options to purchase 150,000 shares
of the Company's common stock at an exercise price of $1.00 per share
under the 2000 NQPlan to Bruce Deildal, an individual. At the date of the
option grant and exercise, Mr. Deildal was providing acquisition and
merger consulting services to the Company. On November 1, 2000,
Mr.Deildal became the Company's President and Chief Executive Officer.
Mr. Deildal immediately exercised 100,000 of these options and the
remaining 50,000 options on July 6, 2000. The quoted market price of the
Company's stock at the date of each respective exercise was approximately
$7.00. The $900,000 difference between the exercise price and the market
price of the Company's stock on the exercise date(s) was charged to
operations as compensation expense for issuances of common stock at less
than "fair value".
On August 31, 2000, the Company granted options to purchase a total of
300,000 shares (1,200,000 post- forward split) of common stock at an
exercise price of $5.50 per share under the 2000 NQPlan (100,000 shares)
and the 2000 QPlan (200,000 shares) to Benjamin Traub, the Company's then
President and Chief Operating Officer. Mr. Traub exercised 180,682 shares
(722,728 post-forward split) on September 11, 2000. The exercise price
was below the quoted market price of the shares on the exercise date and
no charge to operations was recognized for issuances of common stock at
less than "fair value".
On October 17, 2000, the Company granted options to purchase a total of
100,000 shares (400,000 post- forward split) of common stock at an
exercise price of $5.00 per share under the 2000 NQPlan to Bart Deildal,
an individual providing marketing, acquisition and merger consulting
services. On October 27, 2000, options to purchase 20,000 shares (80,000
post-reverse split shares) of common stock were exercised.
On October 26, 2000, the Company granted options to purchase a total of
100,000 shares (400,000 post- forward split) of common stock at an
exercise price of $11.25 per share under the 2000 QPlan to Bruce Deildal,
an individual. At the date of the option grant, Mr. Deildal was providing
acquisition and merger consulting services to the Company. On November 1,
2000, Mr. Deildal became the Company's President and Chief Executive
Officer. None of these options have been exercised.
On November 3, 2000, the Company granted an option to purchase an
aggregate 40,000 shares (post- forward split) to four (4) individuals,
two being Directors of the Company, on being an Director and Officer of
the Company and one being affiliated with Cyclone Financing Group, Inc.,
an affiliate of the Company, at an exercise price of $2.50 per share.
None of these options have been exercised.
CHANGE IN CONTROL - On October 23, 2000, Benjamin Traub, then a majority
shareholder of the Company, on his own behalf and as agent for certain
selling shareholders, sold to Aggressive American Capital Partners Inc.
(Aggressive), a Nevada company which is 98% owned by Bruce Deildal,
7,985,000 shares (31,940,000 post-forward split shares) of common stock
in the Company pursuant to a Stock Acquisition Agreement, for cash
consideration of $67,894.63, paid from working capital funds of
Aggressive. The 7,985,000 shares (31,940,000 post-forward split)
represents approximately 80.36% of the total issued shares of the Company
(39,747,928 post-forward split shares). Aggressive does not hold any
further shares. Mr. Deildal personally holds 48,700 further shares of
common stock in the Company. Mr. Traub's address is 240-11948 207th
Street, Maple Ridge, British Columbia, Canada V2X 1X7. Mr. Deildal's
address is 144 West 14th St. North Vancouver, British Columbia, Canada
V7M 1P1. The Address of Aggressive is 1475 Terminal Way, Suite E, Reno,
Nevada, 89502-3225.
FORWARD STOCK SPLIT - On October 24, 2000, the Board of Directors of the
Company approved a four-for-one forward split of the issued shares of
common stock of the Company believing the forward split to be in the best
interests of the Company. The forward stock split had a record date of
October 31, 2000 and was effective on November 2, 2000. The forward stock
split was completed on November 2, 2000. The effect of this forward stock
split is reflected in the accompanying financial statements as of the
first day of the first period presented.
14
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Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company held a special meeting of shareholders on August 28, 2000.
The following items were presented for a vote of the shareholders:
Change in Corporate Name For: 7,450,000 Against: 0
Amending the Corporate
By-Laws to provide for up
to ten (10) Directors: For: 7,450,000 Against: 0
Approval of the Company's
Stock Option Plans For: 7,450,000 Against: 0
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
Exhibit 23.1 - Consent of Independent Certified Public Accountants
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K
October 23, 2000 - Report disclosing Change in Control
October 31, 2000 - Report disclosing the execution of an Assignment
Agreement for the rights to acquire Quest Research Group, Inc.
--------------------------------------------------------------------------------
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Immulabs Corporation
November 13 , 2000 /s/ Bruce Deildal
------ ----------------------------------
Bruce Deildal
President and Director
November 13 , 2000 /s/ Ellen Luthy
------ ----------------------------------
Ellen Luthy
Chief Financial Officer,
Secretary-Treasurer and Director
15
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in the Registration Statements on Form
S-8 (File No. 333-40592) for The North American Resorts, Inc. 2000 Qualified
Stock Option Plan and Form S-8 (File No. 333-40594) for The North American
Resorts, Inc. 2000 Nonqualified Stock Option Plan of our accompanying report in
Form 10-QSB dated November 7, 2000, relating to the balance sheets of Immulabs
Corporation (formerly North American Resorts, Inc.) as of September 30, 2000 and
1999 and the related statements of operations and comprehensive income for the
nine and three months ended September 30, 2000 and 1999 and the statements of
cash flows for the nine months ended September 30, 2000 and 1999, respectively.
S. W. HATFIELD, CPA
Dallas, Texas
November 7, 2000
16
