<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB


(Mark One)

/X/ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 2000.

/ / Transition Report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the transition period from ______________________
to _________.

                          Commission File No. 000-30294
                                              ---------

                            IMX PHARMACEUTICALS, INC.
                -------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

            Utah                                       87-0394290
-------------------------------          --------------------------------------
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

1900 Corporate Boulevard, Suite 400 E, Boca Raton, Florida             33431
----------------------------------------------------------          ------------
(Address of Principal Executive Offices)                             (Zip Code)

561.998.5660
-------------------------------------------------------------------------------
(Issuer's Telephone Number)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12
months (or 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 / / No /X/

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

         At September 30, 2001 there were 8,132,076 shares of common stock, par
value $.001 per share outstanding.

         Transitional Small Business Disclosure Format (check one):
Yes / /  No /X/



<PAGE>


                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                                      INDEX
 Page
Number
------
                         Part I.     Financial Information

         Item 1.  Financial Statements

1-2               Consolidated Balance Sheets as of December 31, 2000 (audited)
                  and June 30, 2001 (unaudited)

3                 Consolidated Statements of Operations for the Six Months Ended
                  June 30, 2001 (unaudited) and June 30, 2000 (unaudited) and
                  Three Months Ended June 30, 2001 (unaudited) and June 30,
                  2000(unaudited)

4                 Consolidated Statements of Changes In Stockholders' Equity

5                 Consolidated Statements of Cash Flows for the Six Months Ended
                  June 30, 2001 (unaudited) and June 30, 2000 (unaudited) and
                  Three Months Ended June 30, 2001 (unaudited) and June 30, 2000
                  (unaudited)

6-34              Notes to Consolidated Financial Statements (unaudited)

         Item 2.  Management's Discussion and Analysis or Plan of Operation

35-38             Text

                           Part II.         Other Information

39                Item 2(c). Recent Sales of Unregistered Securities

39                Item 6. Exhibits and Reports on Form 8-K.






<PAGE>



                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                                                     (Unaudited)     (Audited)
                                                    September 30,   December 31,
                                                        2000            1999
                                                    -------------   ------------

                                     ASSETS

CURRENT ASSETS:

  Cash and cash equivalents                           $   14,051     $2,497,791
  Securities available for sale                            5,541         30,463
  Accounts receivable (net of allowance for
    doubtful accounts of  $4,235 and $27,495)             51,809        110,525
  Other receivables                                      596,860              0
  Loan receivable - related party                              0         31,153
  Inventories                                          2,072,009        557,593
  Vendor deposits                                        145,000         50,000
  Prepaid expenses and other                              65,984         46,731
                                                      ----------     ----------

Total Current Assets                                   2,951,254      3,324,256
                                                      ----------     ----------

PROPERTY AND EQUIPMENT:

  Property and equipment (net of accumulated
    depreciation of $250,734 and $179,216)             1,940,754        105,913
                                                      ----------     ----------

OTHER ASSETS:

  Goodwill                                             3,524,147              0
  Deposits and other                                      40,615         67,646
                                                      ----------     ----------

Total Other Assets                                     3,564,762         67,646
                                                      ----------     ----------

TOTAL ASSETS                                          $8,456,770     $3,497,815
                                                      ==========     ==========

See accompanying notes to the consolidated financial statements.



                                       1
<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                                                     (Unaudited)     (Audited)
                                                    September 30,   December 31,
                                                        2000            1999
                                                    -------------   ------------

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

  Accounts payable                                    $  972,751     $  436,398
  Accrued expenses and other current
    liabilities                                          340,842         49,700
  Stock recission payable                                488,300
  Loans payable                                           53,500
  Notes payable, current portion                       1,825,823              0
  Capital lease payable, current portion                                  2,896
                                                      ----------     ----------

Total Current Liabilities                              3,681,216        488,994
                                                      ----------     ----------

LONG-TERM LIABILITIES:

  Notes payable, non-current portion                   1,086,359              0
  Capital lease payable, non-current portion                   0          4,896
                                                      ----------     ----------

Total Long Term Liabilities                            1,086,359          4,896
                                                      ----------     ----------

TOTAL LIABILITIES                                      4,767,575        493,890

STOCKHOLDERS'  EQUITY:

  Common stock, $.001 par value, 50,000,000
    shares authorized, 12,898,522 and 9,634,707
    shares issued, 8,132,076 and 5,802,461 shares
    outstanding                                           12,898          9,635
  Additional paid-in capital                          10,495,487      7,943,050
  Retained earnings (deficit)                         (6,220,704)    (4,348,955)
  Treasury stock, at cost - 4,766,446 and
    3,832,246 shares                                    (578,054)      (578,054)
  Accumulated other comprehensive loss                   (20,432)       (21,751)
                                                      ----------     ----------

Total Stockholders' Equity                             3,689,195      3,003,925
                                                      ----------     ----------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                  $8,456,770     $3,497,815
                                                      ==========     ==========

See accompanying notes to consolidated financial statements.



                                       2
<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
     ---------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         (Unaudited)                   (Unaudited)
                                                      Nine Monts Ended                Three Months
                                                        September 30,                 September 30,
                                                     2000           1999           2000           1999
                                                 -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>
NET SALES                                        $ 3,660,017    $   202,842    $ 2,134,706    $   152,124

COST OF SALES                                      1,956,883         70,965      1,435,911         48,600
                                                 -----------    -----------    -----------    -----------

GROSS PROFIT                                       1,703,134        131,877        698,795        103,524
                                                 -----------    -----------    -----------    -----------

OPERATING EXPENSES:

  Selling                                          1,416,160        819,698        132,179        332,902
  Advertising                                         60,107        162,838         11,975         46,300
  General and administrative                       2,020,475      1,265,770        944,176        480,173
  Supply agreement impairement loss                        0         44,598              0          1,250
  Depreciation and amortization                       71,518         38,954         39,635         11,750
                                                 -----------    -----------    -----------    -----------

Total Operating Expenses                           3,568,260      2,331,858      1,127,965        872,375
                                                 -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS                              (1,865,126)    (2,199,981)      (429,170)      (768,851)
                                                 -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSES):
  Equity in loss of unconsolidated
     subsidiary                                            0        (12,887)             0              0
  Medicis inventory recovery gain (loss)                   0             --       (180,162)             0
  Gain on sale of investment in unconsolidated             0             --              0              0
    subsidiary                                             0      3,357,734              0          1,729
  Other                                               (6,623)       155,579        (56,070)        73,238
                                                 -----------    -----------    -----------    -----------

Total Other Income ( Expenses)                             0      3,500,426       (236,232)        74,967
                                                 -----------    -----------    -----------    -----------

Income (Loss) before income taxes                 (1,871,749)     1,300,445       (665,402)      (693,884)

Provision for Income Taxes                                 0              0              0              0
                                                 -----------    -----------    -----------    -----------

Net Income (loss)                                 (1,871,749)     1,300,445       (665,402)      (693,884)

Dividend on preferred stock                                0        (43,400)             0              0
                                                 -----------    -----------    -----------    -----------

Net loss available to
  common stockholders                            $(1,871,749)   $ 1,257,045    $  (665,402)   $  (693,884)
                                                 ===========    ===========    ===========    ===========

=========================================================================================================
Weighted average number of shares of
  common stock outstanding:
    Basic                                          6,118,938      5,281,948      8,417,078      5,932,544
    Diluted                                        6,118,938      5,612,696      8,417,078      5,932,554

=========================================================================================================
Net loss per common share:
    Basic                                        $     (0.31)   $      0.24    $     (0.08)   $     (0.12)
    Diluted                                      $     (0.31)   $      0.22    $     (0.08)   $     (0.12)
=========================================================================================================
</TABLE>

See accompanying notes to the consolidated financial statements.



                                       3
<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF
                         CHANGES IN STOCKHOLDERS' EQUITY
                         -------------------------------

<TABLE>
<CAPTION>
                                                           PREFFERED STOCK             COMMON STOCK
                                                         -------------------   ----------------------------     ADDITIONAL
                                                           NUMBER                  NUMBER                         PAID-IN
                                                         OF SHARES    AMOUNT     OF SHARES        AMOUNT          CAPITAL
                                                         ---------   -------   ------------    ------------    ------------
<S>                                                        <C>       <C>         <C>           <C>             <C>
Balance - December 31, 1998                                 86,424   $    86      8,728,108    $      8,728    $  7,780,988

Comprehensive Income:
  Net income
  Change in other comprehensive income

Total comprehensive income
Preferred stock dividend declared                            1,736         2                                         43,398
Compensation - fair value of common
  stock options issued to non-employees                                                                              44,483
Conversion of preferred stock to
  common stock                                             (88,160)      (88)       881,600             882            (794)
Exercise of common stock options                                                      5,000               5           4,995
Transfer of redeemed common stock to
  treasury stock                                                                     19,999              20          69,980
Conversion of loan receivable to
  treasury stock
Purchase of treasury stock
                                                         ---------   -------   ------------    ------------    ------------

Balance - December 31, 1999                                      0         0      9,634,707           9,635       7,943,050

Issuance of common stock for
 acquisition of  Select Benefits, Inc.                                              100,000             100          74,900

Issuance of common stock for
 acquisition of  Dri-Kleen, Inc. Distribution network,
 inventory of finished goods and materials and
 manufacturing facility in Elbow Lake, Minnesota                                  2,500,000           2,500       1,872,500

Issuance of common stock to VoyagerIT.com                                           500,000             500         499,500

Issuance of common stock to Shulman & Associates                                    100,000             100          99,900

Meyer Zall Laboratories Ltd. return of stock
  in exchange of release of certain license agreements

Return to authorized

Prior period correction of prefered stock conversion                                 48,815              48             (48)

Net proceeds from sale of common stock                                            1,300,000           1,300         492,700

Recission of stock purchase                                                      (1,285,000)         (1,285)       (487,015)
                                                         ---------   -------   ------------    ------------    ------------

                                                                 0         0     12,898,522          12,898      10,495,487

Comprehensive Income:
  Net income (loss)
  Change in other comprehensive income
Total comprehensive income
                                                         ---------   -------   ------------    ------------    ------------

Balance - September 30, 2000                                     0   $     0     12,898,522    $     12,898    $ 10,495,487
                                                         =========   =======   ============    ============    ============

<CAPTION>
                                                                             TREASURY STOCK         ACCUMULATED
                                                                         ----------------------        OTHER            TOTAL
                                                                         NUMBER OF                 COMPREHENSIVE     STOCKHOLDERS'
                                                           (DEFICIT)       SHARES      AMOUNT          INCOME           EQUITY
                                                         ------------    ---------   ----------    --------------    ------------
<S>                                                      <C>             <C>         <C>           <C>               <C>
Balance - December 31, 1998                              $ (4,883,487)   3,724,757   $ (357,657)   $       11,000    $  2,559,658

Comprehensive Income:
  Net income                                                  577,932                                                     577,932
  Change in other comprehensive income                                                                    (32,751)        (32,751)
                                                                                                                     ------------
Total comprehensive income                                                                                                545,181
Preferred stock dividend declared                             (43,400)                                                          0
Compensation - fair value of common
  stock options issued to non-employees                                                                                    44,483
Conversion of preferred stock to
  common stock                                                                                                                  0
Exercise of common stock options                                                                                            5,000
Transfer of redeemed common stock to
  treasury stock                                                            19,999      (70,000)                                0
Conversion of loan receivable to
  treasury stock                                                            76,000     (125,400)                         (125,400)
Purchase of treasury stock                                                  11,490      (24,997)                          (24,997)
                                                         ------------    ---------   ----------    --------------    ------------

Balance - December 31, 1999                                (4,348,955)   3,832,246     (578,054)          (21,751)      3,003,925

Issuance of common stock for
 acquisition of  Select Benefits, Inc.                                                                                     75,000

Issuance of common stock for
 acquisition of  Dri-Kleen, Inc. Distribution network,
 inventory of finished goods and materials and
 manufacturing facility in Elbow Lake, Minnesota                                                                        1,875,000

Issuance of common stock to VoyagerIT.com                                                                                 500,000

Issuance of common stock to Shulman & Associates                                                                          100,000

Meyer Zall Laboratories Ltd. return of stock
  in exchange of release of certain license agreements                     734,000                                              0

Return to authorized                                                       200,200

Prior period correction of prefered stock conversion                                                                            0

Net proceeds from sale of common stock                                                                                    494,000

Recission of stock purchase                                                                                              (488,300)
                                                         ------------    ---------   ----------    --------------    ------------

                                                           (4,348,955)   4,766,446     (578,054)          (21,751)      5,559,625

Comprehensive Income:
  Net income (loss)                                        (1,871,749)                                                 (1,871,749)
  Change in other comprehensive income                                                                      1,319           1,319
Total comprehensive income
                                                         ------------    ---------   ----------    --------------    ------------

Balance - September 30, 2000                             $ (6,220,704)   4,766,446   $ (578,054)   $      (20,432)   $  3,689,195
                                                         ============    =========   ==========    ==============    ============
</TABLE>

See accompanying notes to the consolidated financial statements.



                                       4
<PAGE>

               IMX PHARMACEUTICALS, INC.

                   AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                         (Unaudited)         (Unaudited)
                                                                      Nine Months Ended   Nine Months Ended
                                                                         September 30,       September 30,
                                                                             2000                1999
                                                                      -----------------   -----------------
<S>                                                                      <C>                 <C>
OPERATING ACTIVITIES:

  Net income (loss)                                                      $(1,871,749)        $ 1,300,445
  Adjustments to reconcile  net loss
    to net cash used provided by operating activities:
    Depreciation and amortization                                             71,518              38,954
    Provision for doubtful accounts                                          (23,260)            (13,647)
    Deferred  income tax                                                          --             (25,000)
    Compensation, fair value of stock, stock options and warrents                  0                   0
    Equity in loss off unconsolidated subsidiary                                   0              42,456
    Accretion of investment in unconsolidated subsidiary                           0              12,887
    Gain on sale of investment in unconsolidated subsidiary                        0          (3,357,734)
    Impairement loss on suply and licensing agreements                             0              44,598
      (Increase) decrease in accounts receivable                              81,976              43,310
      Decrease (increase) in inventories                                  (1,514,416)           (351,372)
      (Increase) in prepaid expenses                                         (19,253)           (104,743)
      Decrease (increase) in  deposits                                       (67,969)             51,097
      Decrease (increase) in  other assets                                  (596,865)                  0
      (Decrease) increase in stock recission payable                         488,300                   0
      (Decrease) increase in accounts payable
         and accrued expenses                                                833,200             207,247
                                                                         -----------         -----------

Net cash used by operating activities                                     (2,618,518)         (2,111,502)
                                                                         -----------         -----------

Investing Activities:

  Purchase of furniture and equipment                                     (1,906,359)            (57,905)
  Loan repayment from (advance to) related party                              31,153                   0
  Goodwill purchased                                                      (3,524,147)                  0
  Sale of securities                                                               0                   0
  Proceeds from sale of investement in unconsolidated subsidiary                   0           3,189,281
  Decrease in investment in securities                                        19,619                   0
  Decrease in investment in and advances to                                        0                   0
    unconsolidated subsidiary                                                      0                   0
                                                                         -----------         -----------

Net cash (used) provided by investing activities                          (5,379,734)          3,131,376
                                                                         -----------         -----------

Financing Activities:

  Net proceeds  (repayments) of notes payable                              2,957,890                   0
  Proceeds from sale of common stock                                         277,250                   0
  Purchase of securities available for sale                                        0             (52,214)
  Proceeds from sale of securities available for sale                          6,622                   0
  Stock issuance to purchase goodwill                                              0                   0
  Proceeds from maturity of securities                                             0           1,678,200
  Proceeds from exercise of common stock options                           2,272,750               5,000
  Purchase of treasury stock                                                       0                   0
                                                                         -----------         -----------

Net cash (used) provided by financing activities                           5,514,512           1,630,986
                                                                         -----------         -----------

Net increase (decrease) in cash and cash equivalents                      (2,483,740)          2,650,860

Cash and cash equivalents - beginning of  period                           2,497,791             623,860
                                                                         -----------         -----------

Cash and cash equivalents - end of period                                $    14,051         $ 3,274,720
                                                                         ===========         ===========

===========================================================================================================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

  Cash paid for interest                                                 $  7,843.00         $    12,405
  Cash paid for income taxes                                                       0         $    19,264

===========================================================================================================

SUPPLEMENTAL SCHEDULE OF NON CASH ACTIVITIES

  Dividends on preferred stock:
  Preferred stock issued in lieu of cash for dividends payable
    on preferred stock                                                   $         0         $    43,400
  Conversion of preferred stock to common stock                          $         0         $        --

===========================================================================================================

<CAPTION>
                                                                         (Unaudited)          (Unaudited)
                                                                      Three Months Ended  Three Months Ended
                                                                         September 30,       September 30,
                                                                             2000                1999
                                                                      ------------------  ------------------
<S>                                                                      <C>                 <C>
OPERATING ACTIVITIES:

  Net income (loss)                                                         (665,402)           (693,884)
  Adjustments to reconcile  net loss
    to net cash used provided by operating activities:
    Depreciation and amortization                                             40,312              11,750
    Provision for doubtful accounts                                            1,064                   0
    Deferred  income tax                                                           0
    Compensation, fair value of stock, stock options and warrents                  0             (46,308)
    Equity in loss off unconsolidated subsidiary                                   0            (124,882)
    Accretion of investment in unconsolidated subsidiary                           0             110,627
    Gain on sale of investment in unconsolidated subsidiary                        0              (1,729)
    Impairement loss on suply and licensing agreements                             0               1,250
      (Increase) decrease in accounts receivable                              27,209             (62,141)
      Decrease (increase) in inventories                                    (708,001)            (18,117)
      (Increase) in prepaid expenses                                         (18,747)            (74,118)
      Decrease (increase) in  deposits                                     1,252,031              25,323
      Decrease (increase) in  other assets                                  (551,865)                  0
      (Decrease) increase in stock recission payable                         488,300                   0
      (Decrease) increase in accounts payable
         and accrued expenses                                                567,762              61,797
                                                                         -----------         -----------

Net cash used by operating activities                                        432,663            (810,432)
                                                                         -----------         -----------

Investing Activities:

  Purchase of furniture and equipment                                     (1,821,096)            (27,731)
  Loan repayment from (advance to) related party                              30,125                   0
  Goodwill purchased                                                      (3,259,844)                  0
  Sale of securities                                                          (2,194)                  0
  Proceeds from sale of investement in unconsolidated subsidiary                   0           3,189,281
  Decrease in investment in securities                                        10,889                   0
  Decrease in investment in and advances to                                        0                   0
    unconsolidated subsidiary                                                      0                   0
                                                                         -----------         -----------

Net cash (used) provided by investing activities                          (5,042,120)          3,161,550
                                                                         -----------         -----------

Financing Activities:

  Net proceeds  (repayments) of notes payable                              2,019,386                   0
  Proceeds from sale of common stock                                         277,250
  Purchase of securities available for sale                                        0             (27,214)
  Proceeds from sale of securities available for sale                          6,622                   0
  Stock issuance to purchase goodwill                                        (75,000)                  0
  Proceeds from maturity of securities                                             0                   0
  Proceeds from exercise of common stock options                           2,272,750               5,000
  Purchase of treasury stock                                                       0                   0
                                                                         -----------         -----------

Net cash (used) provided by financing activities                           4,501,008             (22,214)
                                                                         -----------         -----------

Net increase (decrease) in cash and cash equivalents                        (108,449)          2,328,904

Cash and cash equivalents - beginning of  period                             122,500             945,816
                                                                         -----------         -----------

Cash and cash equivalents - end of period                                $    14,051         $ 3,274,720
                                                                         ===========         ===========

========================================================================================================

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

  Cash paid for interest                                                 $    166.00         $    12,218
  Cash paid for income taxes                                             $        --         $        --

========================================================================================================

SUPPLEMENTAL SCHEDULE OF NON CASH ACTIVITIES

  Dividends on preferred stock:
  Preferred stock issued in lieu of cash for dividends payable
    on preferred stock                                                   $        --         $        --
  Conversion of preferred stock to common stock                          $        --         $        --

========================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       5
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 1 -    NATURE OF BUSINESS

            IMX Pharmaceuticals, Inc. (the "Company"), formerly IMX Corporation,
            was organized under the laws of the State of Utah on June 2, 1982.
            The Company changed its name to IMX Pharmaceuticals, Inc. on June
            30, 1997. The consolidated financial statements include the accounts
            of the Company and its subsidiaries. All significant intercompany
            balances and transactions have been eliminated in consolidation.

            In 1995, the Company entered into an acquisition agreement (the
            "Agreement'), with Interderm, Ltd., ("Interderm") for the assignment
            of the exclusive marketing and distribution rights in the United
            States for certain pharmaceutical products manufactured by
            Meyer-Zall Laboratories of South Africa ("Meyer-Zall"). The products
            included Exorex, an over-the-counter psoriasis medication.

            In connection with the Agreement, the Company also acquired the
            right of first refusal for distribution rights in the United States
            for new pharmaceutical products developed or manufactured by
            Meyer-Zall.

            During 1996 and 1997, the Company began to market and distribute
            Exorex and other related products in the retail market using capital
            raised from private placements.

            Effective June 24, 1998, the Company entered into an agreement (the
            "Joint Venture Agreement") with various affiliates of Medicis
            Pharmaceutical Corporation ("Medicis") to form a joint venture,
            Medicis Consumer Products Company, LLC ("LLC"), to develop and
            market skin care products. Under the terms of the Joint Venture
            Agreement, Medicis contributed cash of $4,000,000 to the joint
            venture in return for a 51% interest in the LLC. The Company
            contributed all of the assets, property and associated rights in
            connection with the Exorex product line, with an unamortized cost of
            approximately $5,200, in return for a 49% interest in the LLC.

            Effective June 30, 1999, the Company entered a Sale and Transfer
            Agreement ("Sale Agreement") with Medicis, whereby the Company sold
            its 49% interest in the LLC to Medicis for $3,600,000.



                                       6
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 1 -    NATURE OF BUSINESS (CONT'D)

            On June 16, 2000 the Company signed an agreement with Pure
            Distributors' Inc. d/b/a Envion International to become the
            exclusive worldwide distributor of all Envion's products. The main
            products include meal replacement bars and nutritional supplements
            marketed under the labels of BioZone and Envitamins. Envion's
            products are now marketed through its WellnessShop.com web site and
            companion catalogue, both of which will now be operated by the
            Company. The Company will pay a fee to Envion for the
            distributorship of $185,000 during 2000, $86,000 during 2001, and
            $66,000 during 2002 and each year thereafter.

            The Company also acquired Envions entire current product inventory
            for $750,000 payable monthly over two years. The Company has agreed
            to purchase all of its requirements for Envion products from Envion.

            The Company has an option to purchase all of Envion's rights to its
            products, customer lists and various other contract rights for
            $200,000. If the option is exercised, the fees paid in connection
            with the Distribution Agreement would be cancelled; the Company
            would no longer be required to purchase its requirements from
            Envion, and would only pay Envion royalties based on its purchase of
            Envion products from the manufacturers thereof.

            The consolidated statement of operations for the nine and three
            months ended September 30, 2000 include sales of $2,600,751, cost of
            goods sold of $530,138 and direct expenses of $1,272,974 relating to
            the sale of Envion products

            On June 15, 2000 the Company purchased all the stock of Select
            Benefits Corporation for a three-year note in the amount of $189,510
            and 100,000 shares of its common stock. Select Benefits has now
            changed its name to IMX Select Benefits Corporation. Select Benefits
            provides discount health care memberships that provide discounts of
            10% to 60% for prescription drugs, vision care, dentistry,
            chiropractic, hearing and other health related benefits. Sales and
            expenses in connection with Select Benefits during the nine and
            three months ended September 30, 2000 were not material.



                                       7
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 1 -    NATURE OF BUSINESS (CONT'D)

            On July 21, 2000 the Company and Enviro-Tech signed a revised
            agreement for the sale and purchase of assets. The revised agreement
            provided that, in addition to purchasing the Distribution Network,
            the Company would acquire all of Enviro-Tech's inventory of Dri-Wash
            n' Guard, nutritional supplement products and its 45,000 square foot
            factory, warehouse, and distribution center in Elbow Lake,
            Minnesota. The consideration for the purchase was changed to
            $1,900,000 in cash (the balance of which was paid upon execution of
            the revised agreement), 2,500,000 shares of the Company's common
            stock, a ninety-day interest-free note and assumption of almost
            $1,000,000 in various Enviro-Tech debts. In addition the Company and
            Enviro-Tech signed a long-term supply agreement with respect to the
            Dri-Wash n' Guard line of waterless car and home cleaning products.
            The Company took control of the assets on July 24, 2000.

            The Company assumed responsibility for (i) all payments to the first
            and second mortgage holders of the Las Vegas property owned by
            Enviro-Tech which was pending foreclosure and (ii) all operating
            expenses of the Las Vegas property. The Company's responsibility for
            items (i) and (ii), collectively, the "Las Vegas Expenses" commenced
            at the closing date and terminated after four months or until the
            Company had expended $100,000, whichever occured first. The Company
            was to be reimbursed for all amounts paid for the Las Vegas Expenses
            from the proceeds of the Sale of the Las Vegas property after all
            the obligations of the first and second trust deed notes were
            satisfied.

            During the first five contract years, (the Royalty period) The
            Company had agreed to pay a royalty to Enviro-Tech equal to 20% of
            the purchase price paid for the formula (the Royalty fee). The
            minimum guaranteed Royalty Fee (the Guaranteed Royalty Fee) for the
            first contract year is $286,000 and $300,000 for the succeeding four
            contract years. The Guaranteed Royalty Fee is due in monthly
            installments of no less than $20,000 and the minimum quarterly
            royalty fee is $61,000 for the first quarter and $75,000 for each
            following quarter. Interest on any monthly or quarterly royalty fee
            deficiency was to accrue interest at an annualized rate of 12%

            Upon notification of a royalty fee payment delinquency the Company
            would have had forty-five days to make payment. Should the Company
            fail to cure the delinquency within the forty-five day period,
            Enviro-Tech may at its sole



                                       8
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 1 -    NATURE OF BUSINESS (CONT'D)

            discretion terminate the Company's right to exclusively distribute
            Enviro-Tech products in North America and the Caribbean Islands.

NOTE 2 -    SUBSEQUENT EVENT

            The numerous acquisitions described above required the Company to
            raise approximately $1,500,000 in asset based financing to achieve
            the results aspired by its business plan. The Company was not able
            to obtain the financing. The Company experienced delays in
            consolidating its operations in Boca Raton, Florida and Elbow Lake,
            Minnesota, resulting in expenses that exceeded its current revenues.
            Consequently, the Company's cash flow generated was insufficient to
            sustain operations and pay its creditors. Accordingly, the Company
            decided to file a chapter 11 bankruptcy petition for the Company and
            IMX-ETI Life Partners' Inc. on November 20, 2000 (the "Petition
            Date").

            On December 27, 2000 the bankruptcy court entered an order
            authorizing the joint administration of IMX Pharmaceuticals, Inc.
            (the parent) and IMX-ETI's respective bankruptcy cases. The other
            subsidiaries Sarah J, Proctozone, Podiatrix and Select Benefits are
            not a party to the bankruptcy proceedings.

            Post-petition, The Company has derived revenues from its
            subsidiaries through the sale of their respective products. The
            Company continues to operate as a debtor in possession. On March 16,
            2001 the Company and IMX-ETI filed a Motion to Extend the
            Exclusivity Period for filing a Plan and the periods to Solicit
            Exceptances of Plan ("the Exclusivity Motion"). On April 4, 2001 the
            court entered an Order granting the Exclusivity Motion and extended
            the time within which the Company had exclusive rights to file a
            plan for an additional thirty (30) days there from and extended the
            period for solicitation of acceptances for an additional sixty (60)
            days.

            Subsequent to the filing of the bankruptcy case it became evident
            that the Company could not sustain itself as an entity to assist in
            the operation of the subsidiaries respective businesses- the sole
            source of its revenues. The Company sought offers for
            recapitalization of the business and each of the subsidiaries'
            businesses by third parties. The Company received two expressions of
            interest,



                                       9
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 2 -    SUBSEQUENT EVENT (CONT'D)

            only one of which, in the opinion of the Company's management was
            substantial. The appeal to the two parties who expressed an interest
            in investing in the Company was based primarily on its status as a
            public company. Consequently, there is no value in the assets of the
            Company to provide a return to unsecured creditors and if the
            Company were liquidated, after payments are made to the secured
            creditors and priority and administrative creditors, there would be
            no property available for distribution to unsecured creditors. In
            the opinion of management, the only substantial offer was received
            from Cater Barnard, plc ("Cater Barnard"). Management determined
            that the value to be invested in the Company is substantially in
            excess of the Company's value as a going concern or on a liquidation
            basis. The Company has filed a plan of reorganization with the
            United States Bankruptcy Court, Southern District of Florida dated
            May 23, 2001 pursuant to section 1125 of Title 11 of the United
            States Code. (The "Bankruptcy code"). The plan is currently pending
            approval of the United States Bankruptcy Court.

            On July 8, 2000, 1,300,000 shares of common stock were issued to
            approximately thirteen (13) individuals at $.38 per share. Based
            upon the subsequent discovery of materially erroneous information
            concerning the volume of sales, the issuance of the stock was
            rescinded on November 5, 2000, by the Company's board of directors
            for six (6) of the individuals holding 450,638 shares of common
            stock. The Company lacked the funds to pay the individuals affected
            and therefore the liabilities created by the rescission was recorded
            as stock rescission payable. Subsequent to the Petition Date, The
            Company's board of directors resolved to rescind the issuance of the
            balance of 849,362 shares of common stock and the schedules will be
            amended to reflect these individuals and entity as unsecured
            creditors. One individual who was issued 15,000 shares elected to
            not participate in the rescission.

            Inventories

            During the fourth quarter of 2000, the Company significantly reduced
            its production and marketing efforts in connection with several of
            its products. This decision was based on the projected continued
            loss of market share for these products and the inability to deliver
            product on a timely basis. All of the IMX & IMX-ETI Life Partners
            Inc. inventory was not in physical control of The



                                       10
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 2 -    SUBSEQUENT EVENT (CONT'D)

            Company. Management does not have sufficient resources to pursue
            control of this inventory and has abandoned it. The value of the
            inventories of Sarah J, Proctozone, and Podiatrx have been
            significantly reduced due to The Company's diminished capability to
            market and distribute its products. Management has reduced these
            inventories to their estimated liquidation value. Accordingly at
            December 31, 2000 the inventories listed below have been written
            down to their estimated net realizable value and results of
            operations for 2000 include a corresponding charge of $ 2,090,484.

<TABLE>
<CAPTION>
                                                                          Estimated             Loss on
                                                    Carrying           Net Realizable        Write down of
            Company                                   Value                Value               Inventory
            ------------------------------         ----------          --------------        -------------
<S>                                                <C>                   <C>                   <C>
            IMX Pharmaceuticals, Inc.              $   18,295            $       --            $   18,295
            IMX-ETI Life Partners, Inc.             1,528,289                    --             1,528,289
                                                   ----------            ----------            ----------

            Reorganization items                   $1,546,584            $       --            $1,546,584
                                                   ==========            ==========            ==========

            Sarah J. Inc.                             453,992               100,000               353,992
            Proctozone, Inc.                           80,390                 5,000                75,390
            Podiatrx, Inc.                            119,518                 5,000               114,518
            Select Benefits Inc.                           --                    --
                                                   ----------            ----------            ----------

                                                   $  653,900            $  110,000            $  543,900
                                                   ==========            ==========            ==========
</TABLE>

            Fixed Assets and Other Assets

            During the fourth quarter 2000 the assets listed below were deemed
            to be impaired and written down to their fair market value. Fair
            value, which was determined by reference to the present value of the
            estimated future cash inflows of such assets, exceeded their
            carrying value by $ 893,735. An impairment loss of that amount has
            been charged to operations in the fourth quarter of 2000.



                                       11
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 2 -    SUBSEQUENT EVENTS (CONT'D)

<TABLE>
<CAPTION>
                                                        MACHY AND   FURNITURE AND  LEASEHOLD                                OTHER
            COMPANY:                     Totals           EQUIP       FIXTURES    IMPROVEMENTS    LAND       BUILDING      ASSETS
                                      ------------    ------------  ------------- ------------  --------    ----------    ---------
<S>                                   <C>             <C>             <C>           <C>         <C>         <C>           <C>
            IMX PHARMACEUTICALS       $   296,071     $   219,937     $ 54,533      $ 21,601    $      0    $       0     $      0
            IMX-ETI                     1,818,157         780,862        7,114             0     150,000      850,000       30,181
            SARAH J                       125,072         106,688            0             0           0            0       18,384
            PROCTOZONE                          0               0            0             0           0            0            0
            PODIATRX                        8,319               0            0             0           0            0        8,319
            SELECT BENEFITS                     0               0            0             0           0            0            0
                                      -----------     -----------     --------      --------    --------    ---------     --------

            TOTALS                      2,247,619       1,107,487       61,647        21,601     150,000      850,000       56,884

            LESS: ACCUMULATED
                      DEPRECIATION       (363,875)       (268,353)     (35,292)      (18,314)          0       (9,989)     (31,927)
                                      -----------     -----------     --------      --------    --------    ---------     --------

            NET BOOK VALUE              1,883,744         839,134       26,355         3,287     150,000      840,011       24,957

            LESS: VALUATION
                       ALLOWANCE         (893,733)       (839,134)     (26,355)       (3,287)          0            0      (24,957)
                                      -----------     -----------     --------      --------    --------    ---------     --------

            NET RELIZABLE VALUE       $   990,011     $         0     $      0      $      0    $150,000    $ 840,011     $      0
                                      ===========     ===========     ========      ========    ========    =========     ========
</TABLE>

            In the fourth quarter of 2000 Management has established valuation
            allowances for these assets based on the following circumstances:

                  Machinery, Equipment, Furniture and Fixtures

                        IMX and IMX-ETI:

                        These assets were not in the physical control of The
                        Company. Management does not have sufficient resources
                        to pursue control of these assets and therefore
                        abandoned them.

                        Sarah J, Proctozone, Podiatrix:

                        These assets have been taken out of service and are
                        expected to provide no further economic benefits.



                                       12
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 2 -    SUBSEQUENT EVENTS (CONT'D)

            Machinery, Equipment, Furniture and Fixtures (Cont'd)

                  Leasehold Improvements:

                        IMX

                        The Company abandoned its leasehold improvements upon
                        been evicted from their corporate offices in Boca Raton,
                        Florida.

                  Other Assets:

                        IMX and IMX-ETI

                        Other assets were composed of unamortized programming
                        fees and licensing agreements. Due to The Company's
                        diminished capability to market and distribute its
                        products these assets are expected to provide no further
                        economic benefits.

            Distribution network and related Goodwill

            During the fourth quarter of 2000, the Distribution network that was
            acquired in the purchase of IMX-ETI Life Partners, Inc. was deemed
            to be impaired. In addition goodwill with a carrying value of $
            1,226,637 which arose in connection with the acquisition of IMX-ETI
            Life Partners, Inc. has been written down to zero in the fourth
            quarter of 2000 .

NOTE 3 -    GOING CONCERN

            The company has incurred operating losses for each of the last three
            years ended December 31, 1997, 1998 and 1999 and the nine months
            ended September 30, 2000. The Company's current liabilities exceed
            its current assets by $729,962. These matters raise substantial
            doubt about the ability of the Company to continue as a going
            concern.



                                       13
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 3 -    GOING CONCERN (CONT'D)

            The Company's continuance will be dependent on the ability to
            restructure its operations to achieve profitability in the near term
            and its ability to raise sufficient debt or equity capital to fund
            continuing operations until such restructuring is completed.

NOTE 4 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Interim Financial Statements

            The accompanying unaudited consolidated financial statements as of
            September 30, 2000 and for the nine and three month periods ended
            September 30, 1999 and 2000 have been prepared in accordance with
            generally accepted accounting principles for interim financial
            information. In the opinion of management, all adjustments
            consisting of normal recurring accruals considered necessary for a
            fair presentation have been included. Operating results for the nine
            and three-month periods ended September 30, 2000 are not necessarily
            indicative of the results that may be expected for the year ending
            December 31, 2000.

            Cash and Cash Equivalents

            For purposes of reporting cash flows, the Company considers all
            highly liquid investments purchased with an original maturity of
            three months or less to be cash equivalents.

            Securities Available for Sale

            Securities available for sale are carried at estimated market
            values. Unrealized holding gains and losses on securities available
            for sale are reported as a net amount in a separate component of
            stockholders' equity until realized. Gains and losses realized from
            the sale of investment securities are computed using the
            specific-identification method.

            Inventories

            Inventories are stated at the lower of cost or market value. Cost is
            determined using the first-in, first-out method.



                                       14
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 4 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

            Property and Equipment

            Property and equipment are recorded at cost. Depreciation and
            amortization are computed using methods that approximate the
            straight-line method over the assets' estimated useful lives.

            Revenue Recognition

            Sales are generally recorded upon the shipment of goods to
            customers.

            Production Development Costs

            Costs incurred for the development of new product lines are expensed
            as incurred, as specified by SOP 98-5 issued by the American
            Institute of Certified Public Accountants (Note 5).

            Stock-Based Compensation

            The Company accounts for stock based compensation as set forth in
            Accounting Principles Board ("APB") Opinion 25, "Accounting for
            Stock Issued to Employees," and discloses the proforma effect on net
            income (loss) and income (loss) per share of adopting the full
            provisions of Statement of Financial Accounting Standards ("SFAS")
            No. 123 "Accounting for Stock-Based Compensation". Accordingly, the
            Company has elected to continue using APB Opinion 25 and has
            disclosed in the footnotes proforma income (loss) and income (loss)
            per share information as if the fair value method had been applied.

            Income Taxes

            The Company files consolidated Federal and State of Florida income
            tax returns. Income taxes are calculated using the liability method
            specified by SFAS No. 109, "Accounting for Income Taxes".



                                       15
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 4 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

            Net Income (Loss) Per Common Share

            Net income (loss) per common share is calculated according to SFAS
            No.128, "Earnings Per Share" which requires companies to present
            basic and diluted earnings per share. Net income (loss) per common
            share-- basic is based on the weighted average number of common
            shares outstanding during the year. Net income (loss) per common
            share -- diluted is based on the weighted average number of common
            shares and dilutive potential common shares outstanding during the
            year.

            Convertible preferred stock, certain common stock options and common
            stock warrants were excluded from the computations of net loss per
            share for the nine and three month periods ended September 30, 1999
            and 2000 because the effect of their inclusion would be
            anti-dilutive.

            Fair Value of Financial Instruments

            SFAS No. 107 requires the disclosure of the fair value of financial
            instruments. The estimated fair value amounts have been determined
            by the Company's management using available market information and
            other valuation methods. However, considerable judgment is required
            to interpret market data in developing the estimates of fair value.
            Accordingly, the estimates presented herein are not necessarily
            indicative of the amounts the Company could realize in a current
            market exchange.

            The following methods and assumptions were used in estimating the
            fair value disclosure for financial instruments:

            Cash and Cash Equivalents, Accounts and Loan Receivable, Accounts
            Payable, Accrued Expenses and Notes Payable - the carrying amounts
            reported in the consolidated balance sheets approximate fair value
            because of the short maturity of those instruments.

            Securities Available for Sale - the fair values are based on quoted
            market prices at the reporting date of those or similar investments
            (Note 6).



                                       16
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 4 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

            Accounting Estimates

            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make certain
            estimates and assumptions that affect the reported amounts of assets
            and liabilities, and disclosure of contingent assets and liabilities
            at the date of the financial statements and the reported amounts of
            revenues and expenses during the reporting period. Actual results
            could differ from those estimates.

NOTE 5 -    RECENT ACCOUNTING

            In June, 1997, the Financial Accounting Standards Board (the
            Pronouncements "FASB") issued SFAS No. 130, "Reporting Comprehensive
            Income" which became effective in 1998. SFAS No. 130 establishes
            standards for reporting and presentation of comprehensive income and
            its components in a full set of general-purpose financial
            statements. The Company adopted SFAS No.130 on January 1, 1998.

            In June, 1997 the FASB issued SFAS No. 131, "Disclosure about
            Segments of an Enterprise and Related Information" which became
            effective in 1998. SFAS No. 131 establishes standards for the way
            public enterprises are to report operating segments in annual
            financial statements and requires reporting of selected information
            about operating segments in interim reports. The Company's adoption
            of SFAS No. 131 did not affect the Company's consolidated financial
            statements.

            In April,1998, the American Institute of Certified Public
            Accountants issued Statement of Position No. 98-5, "Reporting for
            the Costs of Start-Up Activities", ("SOP 98-5"). The Company is
            required to expense all start-up costs related to new operations as
            incurred. In addition, all start-up costs that were capitalized in
            the past must be written off when SOP 98-5 is adopted. The Company's
            adoption of SOP 98-5 did not have a material impact on its financial
            position or results of operations.

            In June 1998, the FASB issued SFAS No. 133, "Accounting for
            Derivative Instruments and Hedging Activities". The Company is
            required to adopt SFAS



                                       17
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 5 -    RECENT ACCOUNTING (CONT'D)

            133, as amended by SFAS 137, for the year ending December 31, 2001.
            SFAS 133 establishes methods of accounting for derivative financial
            instruments and hedging activities related to those instruments as
            well as other hedging activities. Because the Company currently
            holds no derivative financial instruments and does not currently
            engage in hedging activities, adoption of SFAS 133 is expected to
            have no material impact on the Company's financial condition or
            results of operations.

NOTE 6-     SECURITIES AVAILABLE FOR SALE

            Securities available for sale consist of shares of common stock in
            Hydron Technologies, Inc. ("Hydron"). At December 31,1999 and
            September 30, 2000, the cost basis of $30,463 and $25,973 of the
            common stock in Hydron exceeded the market value by $21,751 and
            $20,432 respectively.

NOTE 7 -    INVENTORIES

            Inventories consisted of the following:

                                        September 30,    December 31,
                                        -------------    ------------
                                            2000             1999
                                        -------------    ------------

            Finished goods               $1,565,738       $  237,195
            Work-in-process                      --           16,969
            Packaging supplies              506,272          303,429
                                         ----------       ----------

            Total                        $2,072,010       $  557,593
                                         ==========       ==========



                                       18
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 8 -    PROPERTY AND EQUIPMENT

            Property and equipment consisted of the following:

                                                    September 30,   December 31,
                                                    -------------   ------------
                                                         2000           1999
                                                    -------------   ------------

            Land and Building                       $ 1,000,000
            Computers and office equipment            1,088,649     $   193,997
            Furniture, fixtures and improvements        102,839          91,132
                                                    -----------     -----------

                                                      2,191,488         285,129
            Less: accumulated depreciation and
                         amortization                  (250,734)       (179,216)
                                                    -----------     -----------

            Property and equipment, net of
              accumulated depreciation              $ 1,940,754     $   105,913
                                                    ===========     ===========

NOTE 9-     INCOME TAXES

            The provision for income taxes in the consolidated statements of
            operations is as follows:

                                                   September 30,    December 31,
                                                   -------------    ------------
                                                       2000             1999
                                                   -------------    ------------

            Current:
              Federal                                 $    0           $    0
              State                                        0                0
                                                      ------           ------
                                                      $    0           $    0
                                                      ------           ------

            Deferred:
              Federal                                 $    0           $    0
              State                                        0                0
                                                      ------           ------
                                                      $    0           $    0
                                                      ------           ------



                                       19
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 9-     INCOME TAXES (CONT'D)

            Applicable incomes taxes for financial reporting purposes differ
            from the amounts computed by applying the statutory federal and
            state income tax rates as follows:

<TABLE>
<CAPTION>
                                                             September 30,   December 31,
                                                             -------------   ------------
                                                                 2000            1999
                                                             -------------   ------------
<S>                                                           <C>             <C>
            Tax (benefit) at statutory rate                   $ 567,000       $ 185,800
            Increase (decrease) in tax
              resulting from:
            State income tax, net of federal tax benefit         97,000          31,500
            Other                                                     0               0
            Increase (decrease) in
              valuation allowance                              (664,000)       (217,300)
                                                              ---------       ---------

            Income taxes                                      $      --       $       0
                                                              =========       =========
</TABLE>

            The approximate tax effects of temporary differences that give rise
            to the deferred tax assets and deferred tax (liabilities) are as
            follows:

<TABLE>
<CAPTION>
                                                        September 30,     December 31,
                                                        -------------     ------------
                                                            2000              1999
                                                        -------------     ------------
<S>                                                     <C>               <C>
            Fair value of common stock options and
              warrants                                  $        --       $   130,889
            Start-up costs                                       --           139,100
            Depreciation and amortization                        --           (71,700)
            Other                                                --            12,000
            Net operating loss carry forwards             1,212,800           641,700
                                                        -----------       -----------

                                                          1,212,800           851,989
            Less: valuation allowance                    (1,212,800)         (851,989)
                                                        -----------       -----------

            Total net deferred tax asset                $         0       $         0
                                                        ===========       ===========
</TABLE>



                                       20
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 9-     INCOME TAXES (CONT'D)

            At September 30, 2000, the Company had net operating loss
            carryforwards of approximately $3,472,000 for income tax purposes.
            Those losses are available for carryforward for periods ranging from
            fifteen to twenty years, and will expire beginning in 2011. Any
            future significant changes in ownership of the Company may limit the
            annual utilization of the tax net operating loss carryforwards.

NOTE 10 -   CAPITAL STOCK

            Common stock

            Common stock has one vote per share for the election of directors.
            All other matters are submitted to a vote of stockholders. Shares of
            common stock do not have cumulative voting, preemptive, redemption
            or conversion rights.

            At December 31, 1999 and September 30, 2000, the Company had
            reserved 3,538,216 and 864,641 shares of common stock respectively
            for issuance relating to unexpired options and warrants.

NOTE 11 -   STOCK OPTIONS

            On January 21, 1996, the Company adopted a stock option plan with
            2,000,000 shares of Common stock reserved for the grant of options
            to key employees, non-employees, officers and directors of the
            Company. On September 9, 1998, the Company adopted a stock option
            plan with 1,200,000 shares of common stock reserved for grant of
            options to key employees, non-employees, officers and directors of
            the Company. Options under these plans are exercisable over a period
            of ten years with various vesting terms. All shares granted are
            subject to significant restrictions as to disposition by the
            optionee.



                                       21
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 11 -   STOCK OPTIONS (CONT'D)

            A summary of the Company's stock option activity is as follows:

<TABLE>
<CAPTION>
                                           Nine months ended               Year ended
                                           September 30, 2000           December 31, 1999
                                        ------------------------     -----------------------
                                                        Weighted                    Weighted
                                                        Average                     Average
                                                        Exercise                    Exercise
                                          Shares         Price         Shares        Price
            --------------------------------------------------------------------------------
<S>                                     <C>              <C>         <C>             <C>
            Options outstanding,
               beginning of period       1,485,000       $2.46       1,350,000       $2.71
            Granted                        400,000        1.00         234,500        1.73
            Exercised                            0          --          (5,000)       1.75
            Forfeited/canceled          (1,375,000)       2.59         (94,500)       4.31
            --------------------------------------------------------------------------------

            Outstanding at end of
              period                       510,000       $1.60       1,485,000       $2.46
            --------------------------------------------------------------------------------

            ================================================================================
            Exercisable at end of
              period                     1,560,100       $1.60       1,560,100       $2.55

            ================================================================================
            Weighted average fair
              market  value of
              options granted
              period                                     $  --                       $0.85
            ================================================================================
</TABLE>

            A summary of the Company's fixed stock options outstanding is as
            follows:

<TABLE>
<CAPTION>
                                             Weighted
                                             Average
                                            Remaining           Weighted                              Weighted
Range of                     Options       Contractual          Average           Options              Average
Exercise Price             Outstanding    Life in Years      Exercise Price       Exercisable      Exercise Price
-------------------------------------------------------------------------------------------------------------------
December 31, 1999
-------------------------------------------------------------------------------------------------------------------
<S>                          <C>                    <C>              <C>            <C>                     <C>
    $0.75 - 0.99                20,000              9.75             $ 0.75            20,000               $ 0.75
    $1.00 - 3.00             1,175,500              7.24               1.64         1,021,750                 1.62
    $3.87 - 4.00               270,000              7.99               4.00           270,000                 4.00
    $4.78 - 6.50               256,475              7.56               5.03           248,350                 4.97
-------------------------------------------------------------------------------------------------------------------

    $0.75 - 6.50             1,721,975              7.43               2.49         1,560,100                 2.55
-------------------------------------------------------------------------------------------------------------------

September 30, 2000
-------------------------------------------------------------------------------------------------------------------
        $1.00                  300,000              5.76               1.00           300,000                 1.00
    $1.75 - 2.50               210,000              6.00               2.46           210,000                 2.46
-------------------------------------------------------------------------------------------------------------------

    $0.75 - 6.50               510,000              5.86               1.60           510,000                 1.60
-------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       22
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 11 -   STOCK OPTIONS (CONT'D)

            SFAS No. 123, "Accounting for Stock-Based Compensation", requires
            the Company to provide pro forma information regarding net income
            (loss) and income (loss) per share as if compensation cost for the
            Company's employee stock option plans had been determined in
            accordance with the fair value based method prescribed in SFAS No.
            123. The Company estimates the fair value of each option at the
            grant date by using the Black-Scholes option pricing model with the
            following weighted-average assumptions used for grants in 1999 and
            2000, expected volatility ranging from 45% to 46%; risk-free
            interest rates ranging from 4.35% to 6% and expected lives ranging
            from 2 to 10 years. Under the accounting provisions of SFAS 123, the
            Company's net income (loss) and income (loss) per share would have
            changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                        Nine Months           Nine Months
                                                    Ended September 30,   Ended September 30,
                                                    -------------------   -------------------
                                                           2000                  1999
                                                    -------------------   -------------------
<S>                                                   <C>                   <C>
            Net income (loss) applicable to
              common stockholders
               As reported                            $  (1,871,749)        $   1,257,045
               Pro forma                              $  (1,871,749)        $   1,018,933
            Income (loss) per share - basic
                As reported                           $       (0.31)        $        0.23
               Pro forma                              $       (0.31)        $        0.19
            Income (loss) per share - diluted
                As reported                           $       (0.31)        $        0.22
               Pro forma                              $       (0.31)        $        0.18
</TABLE>

            Three executive officers of IMX Pharmaceuticals, Inc. received a
            total of 24,000 options to purchase shares of common stock of
            Medicis Corporation. In March of 2000 the executive officers
            assigned the beneficial ownership of these options to the Company.
            The options were granted in connection with the formation of The
            Exorex Company LLC. The options vest over a five-year period; twenty
            percent becoming vested each year. The exercise price is $24.67.
            Forty percent has been exercised. The remainder of the options are
            held by the officers as nominees for the benefit of IMX
            Pharmaceuticals, Inc.



                                       23
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 12-    STOCK WARRANTS

            In connection with a private placement offering of common stock, the
            Company issued 580,000 warrants, each redeemable for one share of
            common stock, at any time during a period of three years, commencing
            on July 9, 1996 for $5.00 per share. The warrants may be redeemed by
            the Company with 30 days prior notice at a price of ten cents per
            warrant at any time during the warrant exercise period, under
            certain conditions (as defined). During July 1999, the Company
            extended the exercise period one year to July 9, 2000.

            In addition, 58,000 warrants, each to purchase one share of common
            stock for $3.00 per share, and exercisable for the three year period
            ending July 9, 1999, were issued to placement agents in connection
            with the 1996 Private Placement. During July 1997, in connection
            with a financial advisory agreement with the placement agents, the
            exercise price of the 58,000 warrants was reduced to $2.50 per
            share, and the exercise period was extended to February 9, 2001. The
            Company recorded approximately $71,000 as deferred consulting
            expense for the estimated fair value of warrants which are being
            amortized over the two year term of the agreement.

            On March 31, 1999, in connection with the Company's 1997 Private
            Placement of convertible preferred stock (Note 13), 88,160 (76,750
            original shares, plus 11,410 shares issued in lieu of cash as
            preferred stock dividends) shares outstanding at March 31, 1999 were
            converted into ten shares of common stock and warrants to purchase
            ten shares of common stock at any time during the period ending July
            2002 for $6.50 per share. As of December 31, 1999 no warrants to
            purchase common stock have been exercised.

            In addition to warrants issued to investors in the February, 1997
            Private Placement, warrants to purchase 7,586.25 shares of
            Convertible Preferred Stock were issued to placement and selling
            agents with an exercise price of $30 per share, and are exercisable
            for the five year period ending July, 2002. Each share of preferred
            stock is convertible into 10 shares of common stock at $3.50 per
            share and 10 warrants, each warrant to purchase one share of common
            stock at $6.50 per share. Prior to the March 31, 1999 conversion, no
            warrants to purchase preferred stock had been exercised.

            During July, 1997, in connection with an agreement with a financial
            advisor, the Company issued warrants to purchase 50,000 shares of
            common stock at $4.75



                                       24
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 12-    STOCK WARRANTS (CONT'D)

            per share, exercisable prior to July 2002. The Company recorded
            approximately $67,000 as deferred consulting expense for the
            estimated fair value of the warrants, which is being amortized over
            the two year term of the agreement.

            In connection with notes payable issued during 1997, as of
            December 31, 1998, warrants to purchase 85,120 shares of common
            stock have been issued. Also, in connection with February, 1998
            closing of the October, 1997 Private Placement, warrants to purchase
            20,180 shares of common stock were issued to placement and selling
            agents. Each of the warrants mentioned above has an exercise price
            of $3.50 per share, and expires five years from the date of
            issuance. As of December 31, 1998 and 1999, no warrants have been
            exercised.

            The aggregate number of common shares reserved for issuance upon the
            exercise of warrants is 1,816,241 as of September 30, 2000. The
            expiration date and exercise prices of the outstanding warrants are
            as follows:

            Outstanding               Expiration       Exercise
               Warrants                     Date          Price
            -----------               ----------   ------------

               58,000                       2001   $       2.50
              132,863                       2002    1.75 - 4.75
              163,778                       2003    1.75 - 3.50
              -------

              354,641
              =======



                                       25
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 13 -   NET INCOME (LOSS) PER COMMON SHARE

            The following table sets forth the computation of basic and diluted
            net loss per common share:

<TABLE>
<CAPTION>
                                                    Nine months ended   Nine months ended   Three months ended  Three months ended
                                                    September 30, 2000  September 30, 1999  September 30, 2000  September 30, 1999
                                                    ------------------  ------------------  ------------------  ------------------
<S>                                                    <C>                 <C>                 <C>                 <C>
            Numerator:
            Numerator for basic and diluted
              Loss per share available
                to common stockholders                 $(1,871,749)        $ 1,257,045         $  (769,120)        $  (693,884)
                                                       -----------         -----------         -----------         -----------

            Denominator:
              Denominator for basic loss per
                share-weighted-average shares            6,118,938           5,281,948           5,811,252           5,281,948
              Effect of dilutive securities:
                Common stock options                            --             330,748             330,748             330,748
                                                       -----------         -----------         -----------         -----------

              Denominator for diluted loss per
                share-adjusted weighted average
                shares and assumed conversions           6,118,938           5,612,696           6,142,000           5,612,696
                                                       -----------         -----------         -----------         -----------

            Basic net loss per common share            $     (0.31)        $      0.24         $     (0.13)        $     (0.13)
                                                       -----------         -----------         -----------         -----------

            Diluted net loss per common share          $     (0.31)        $      0.22         $     (0.13)        $     (0.12)
                                                       -----------         -----------         -----------         -----------
</TABLE>

            Net loss per common share is calculated by dividing the net loss by
            the weighted-average shares of common stock and common stock
            equivalents outstanding during the period. Excluded from the
            computation of net loss per common share - diluted at September 30,
            1999 and 2000, were outstanding options of 859,475 and1,679,475, and
            warrants to purchase 1,816,241 and 1,816,241 shares of common stock
            respectively, at exercise prices ranging from $2.50 to $6.50,
            because to do so would be anti-dilutive.



                                       26
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 14 -   RELATED PARTY TRANSACTIONS

            During 1999, the Company made advances to Shalom Yall, a company
            affiliated to the President. The balance due the Company at December
            31, 1999 and September 30, 2000, totaled $31,153 and $0,
            respectively.

            During 2000, the Company received advances from related parties. The
            balance due to these related parties as of September 30, 2000 was as
            follows:

                                           Loans        Notes
                  Relationship            Payable      Payable
                                          -------      -------

                  Officer                 $     0      $65,740
                  Officers                 53,500            0
                                          -------      -------

                                          $53,500      $65,740
                                          =======      =======

NOTE 15 -   COMMITMENTS AND CONTINGENCIES

            The Company leases its facilities and certain equipment under
            non-cancelable operating leases. The Company has a sublease
            agreement for certain facilities and equipment. The future minimum
            rental payments required under these operating leases that have
            initial or remaining non-cancelable lease terms in excess of one
            year, and the future minimum rental receipts required under
            non-cancelable sub-leases of September 30, 2000 are approximately as
            follows:

                                                        Future
                                                       Minimum
                                                        Rental
                        Year                           Payments
                        ----                           --------

                        2000                           $32,000
                        2001                            54,000
                        2002                            36,000
                        2003                            19,000



                                       27
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 15 -   COMMITMENTS AND CONTINGENCIES (CONT'D)

            Total rent expense for all non-cancelable operating leases having a
            term of more than one year was approximately $15,000 and $5,000 for
            the nine month periods ended September 30, 1999 and 2000,
            respectively.

            On July 1, 1998, the Company entered into an employment agreement
            for a period of three years with William Forster, the Company's
            Chairman of the Board, President and Chief Executive Officer. Mr.
            Forster is entitled to receive an annual salary of $225,000 and a
            bonus based on a percentage of the Company's sales (as defined).

            Effective July 1, and August 1, 1998, the Company entered into
            employment agreements with two officers for annual salaries totaling
            approximately $205,000, plus discretionary bonuses, and bonuses upon
            the sale of the Company's interest in the LLC (as defined). The term
            of each agreement is three years.

            The Company has entered into a series of product development
            agreements with a consultant that provide for compensation to the
            consultant in the form of cash, options to purchase shares of the
            Company's common stock which vest as products are developed,
            royalties based upon net sales of products, a royalty based upon the
            sale of the rights to the products developed, and an interest in any
            patents granted on products developed by the consultant to the
            Company.

            Bioglan Pharma PLC and Bioglan Pharma, Inc.

            In November 1999, Bioglan Pharma PLC and Bioglan Pharma, Inc.
            (collectively, "Bioglan") commenced an arbitration action against
            the Company, Medicis and the LLC, in which Bioglan claims damages
            for breach of various contractual obligations arising out of the
            sale of the LLC and the Exorex product line to Bioglan.

            Specifically, Bioglan claims that Medicis, the LLC and the Company
            breached an Asset Purchase Agreement by transferring inventories to
            Bioglan that had a remaining shelf life less than 12 months and was
            otherwise unmarketable. The Asset Purchase Agreement specified that
            Bioglan was to take title to all inventories having a shelf life
            greater than 12 months, and the Company was to take title to
            inventories having a shelf life of 12 months or less. The products
            were warehoused together. Management believes that Medicis, under an
            interim management agreement with Bioglan, filled Bioglan orders
            with the Company's



                                       28
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 15 -   COMMITMENTS AND CONTINGENCIES (CONT'D)

            inventories. In addition, the Company has filed a counterclaim in
            the arbitration against Bioglan for damages relating to the
            conversion of this property.

            In the second claim, Bioglan seeks unspecified damages from the
            Company, Medicis and the LLC because it claims that the inventories
            that it received had not been properly stored and therefore were
            unmarketable. Management believes that this claim does not have any
            merit. since it was never advised by the manufacturer, Meyer-Zall,
            of any requirement for cold storage for the product. The Company
            intends to vigorously defend this matter. However, management cannot
            assess the likelihood of an unfavorable outcome, or the range of
            potential loss, if any, which might result from this claim.

            Dri-Kleen, Inc.

            A disputed payable in the approximate amount of $ 1,475,000 has been
            asserted by Dri-Kleen, Inc. related to the acquisition of IMX-ETI.
            Management believes that this matter will be resolved as part of the
            bankruptcy proceedings and the exact amount of the liability, if
            any, is indeterminate therefore no accrual has been made.

NOTE 16 -   CAPITAL LEASE PAYABLE

            The Company is a lessee under a capital lease of equipment from an
            unrelated third party. The lease agreement calls for 36 equal
            monthly payments of $241 with a final fixed purchase price of $1 at
            the end of the lease. The asset and liability under this capital
            lease is valued at a fair market value of approximately $8,000. The
            asset is being depreciated over its estimated useful life of 5
            years. In 2000, the capital lease was assumed by a third party and
            The Company was relieved of any further obligation.



                                       29
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 16 -   CAPITAL LEASE PAYABLE (CONT'D)

                                                   2000       1999
                                                 --------   --------

            Total capital lease payable          $     0    $ 7,792
            Less: Current portion                      0     (2,896)
                                                 -------    -------

            Total capital lease
              payable - noncurrent               $     0    $ 4,896
                                                 =======    =======

            On July 21, 2000 the Company and Enviro-Tech signed a revised
            agreement for the sale and purchase of assets. The revised agreement
            provided that, in addition to purchasing the Distribution Network,
            the Company would acquire all of Enviro-Tech's inventory of Dri-Wash
            n' Guard, nutritional supplement products and its 45,000 square foot
            factory, warehouse, and distribution center in Elbow Lake,
            Minnesota. The consideration for the purchase was changed to
            $1,900,000 in cash (the balance of which was paid upon execution of
            the revised agreement), 2,500,000 shares of the Company's common
            stock, a ninety-day interest-free note and assumption of almost
            $1,000,000 in various Enviro-Tech debts. In addition the Company and
            Enviro-Tech signed a long-term supply agreement with respect to the
            Dri-Wash n' Guard line of waterless car and home cleaning products.
            The Company took control of the assets on July 24, 2000.

            The Company assumed responsibility for (i) all payments to the first
            and second mortgage holders of the Las Vegas property owned by
            Enviro-Tech which was pending foreclosure and (ii) all operating
            expenses of the Las Vegas property. The Company's responsibility for
            items (i) and (ii), collectively, the "Las Vegas Expenses" commenced
            at the closing date and terminated after four months or until the
            Company had expended $100,000, whichever occured first. The Company
            was to be reimbursed for all amounts paid for the Las Vegas Expenses
            from the proceeds of the Sale of the Las Vegas property after all
            the obligations of the first and second trust deed notes were
            satisfied.



                                       30
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 16 -   CAPITAL LEASE PAYABLE (CONT'D)

            During the first five contract years, (the Royalty period) The
            Company had agreed to pay a royalty to Enviro-Tech equal to 20% of
            the purchase price paid for the formula (the Royalty fee). The
            minimum guaranteed Royalty Fee (the Guaranteed Royalty Fee) for the
            first contact year is $286,000 and $300,000 for the succeeding four
            contract years. The Guaranteed Royalty Fee is due in monthly
            installments of no less than $20,000 and the minimum quarterly
            royalty fee is $61,000 for the first quarter and $75,000 for each
            following quarter. Interest on any monthly or quarterly royalty fee
            deficiency was to accrue interest at an annualized rate of 12%

            Upon notification of a royalty fee payment delinquency the Company
            would have had forty-five days to make payment. Should the Company
            fail to cure the delinquency within the forty-five day period,
            Enviro-Tech may at its sole discretion terminate the Company's right
            to exclusively distribute Enviro-Tech products in North America and
            the Caribbean Islands.

NOTE 17 -    REFUNDABLE DEPOSIT

            On May 2, 2000 the Company executed a letter of intent with
            Dri-Kleen, Inc. d/b/a Enviro -Tech International (Enviro-Tech).
            Pursuant to the letter of intent a refundable deposit of $400,000
            has been paid to Enviro-Tech, a multi-level marketing company, for
            the purchase of it's network sales and marketing division for the
            United States and Canada for all current products. An additional
            refundable deposit of $850,000 was paid at the time of signing. The
            market will be extended worldwide for any new products developed by
            Enviro-Tech.

NOTE 18 -   CASH BALANCES

            The Company maintains its cash balances at various financial
            institutions. The balances at these institutions are insured by the
            Federal Deposit Insurance Corporation up to $100, 000 per account.
            Uninsured balances as of December 31, 1999 and September 30, 2000
            were approximately $ 2,460,000 and $0 respectively.



                                       31
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 19 -   GOODWILL

            Goodwill is the total acquisition cost of Select Benefits
            Corporation (see Note 1, page 7).

NOTE 20 -   OTHER RECEIVABLES

            Other receivables are as follows:

            Due from Pure Distributors' Inc.
               d/b/a Envion International-Note 1             $71,750
            Commissions receivable                            10,650
            Due from Select Benefits Corporation - Note 1      9,017
            Due from Elbow Lake                                5,000
                                                             -------
            Other                                                443

            Total                                            $96,860
                                                             =======

NOTE 21 -   NOTES PAYABLE

            Notes payable consist of the following as of September 30, 2000:

            Promissory note payable, Pure
            Distributors, Inc. d/b/a Envion
            International, payable in 24 monthly
            installments of $31,250 principal only                      $718,750

            Promissory note payable, Wachovia Bank,
            N.A. payable in 24 monthly installments of
            $8,851 principal and interest.                               190,950

            Interest-free promissory note payable,
            Dri-Kleen, Inc. d/b/a Enviro-Tech
            International, to be paid down from
            proceeds of sale of inventory acquired
            from Dri-Kleen, Inc. Payments to be
            remitted within two business days of
            inventory sale, with any remaining balance
            payable 90 days after the execution of the
            note.                                                        600,000



                                       32
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 21 -   NOTES PAYABLE (CONT'D)

            Promissory note payable, Vitaquest
            International, Inc. payable in 12 monthly
            installments of $6,000 in the first year
            commencing August 1, 2000, followed by 12
            monthly installments of $7,000 commencing
            August 1, 2001, followed by monthly
            installments of $8,000 commencing August
            1, 2002 and continuing until the note is
            paid in full.                                                192,000

            Promissory note payable, Community First
            National Bank, bearing interest at 5% per
            annum, payable in 24 monthly installments
            of $6,250 principal and interest with
            balloon payments as follows:                                 632,637

                  November, 2001      $ 75,000
                  August, 2002         250,000
                  August, 2003         132,637

            Non-recourse note payable, Select
            Benefits, Inc. Monthly installments equal
            to 15% of sales from a select group of
            clients that pre-exisited the acquisition
            date (Note 1, page 7) The note paydown is
            estimated at $60,000 per year.                               189,101

            Non-interest bearing loans payable,
            Dry-Kleen, with no stated repayment terms                    266,000

            Non-interest bearing loan payable,
            Distributors, with no stated repayment
            terms.                                                         4,707

            Non-interest bearing loan payable other,
            with no stated repayment terms                                 6,993



                                       33
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (Information as of September 30, 2000 and for the nine and three month
            periods ended September 30, 1999 and 2000 are unaudited)
     ----------------------------------------------------------------------

NOTE 21 -   NOTES PAYABLE (CONT'D)

            Non-interest bearing note payable,
            Dry-Kleen, with no stated repayment terms                     45,304

            Non-interest bearing note payable, William
            Forster, with no stated repayment terms.                      65,740
                                                                      ----------

            Total notes payable                                       $2,912,182

            Less: current portion                                      1,825,823
                                                                      ----------

            Non-current portion                                       $1,086,359
                                                                      ==========



                                       34
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.

         General

         The third quarter of 2000 represents IMX's first full quarter of
operations including all of the Company's new products and utilizing its newly
acquired Distribution Network.

         Prior to the second quarter of this year, IMX was a development company
primarily engaged in the development of lines of health and beauty products that
the company believes will offer superior benefits to consumers. The Mother 2
Be(R), Proctozone(TM), and Podiatrx(TM) lines were launched in 1999 and earlier
this year.

         The Company, after the acquisitions of the second and third quarters,
is designed to be a Multi Level Marketing company with a large North American
Independent Distributor network and a modern manufacturing, warehousing, and
distribution facility for its growing array of proprietary products.

         Unfortunately, delays in the consolidation of the Company's operations
in Boca Raton, Florida and Elbow Lake, Minnesota and continued failure to secure
the needed $1,500,000 in asset based financing, are depleting the Company's cash
and operational difficulties caused by contractual differences with Envion
International at their facility in Nashua, New Hampshire are hurting sales
volume and distributor confidence. Unless these problems could be solved, the
Company's bankruptcy was inevitable.

Bankruptcy

         On November 20, 2000 the Company and imx-eti LifePartners, Inc., its
wholly owned subsidiary, filed for protection from their creditors and an
opportunity to reorganize under Chapter 11 of the United States Bankruptcy Act.
The Company's other active subsidiaries, Sarah J, Inc. (d/b/a Mother 2 Be(TM)),
Proctozone(TM), Inc., Podiatrx(TM), Inc., and IMX Select Benefits Corporation,
are not parties to the bankruptcy proceedings.

         On September 10, 2001, the imx-eti LifePartners, Inc. Bankruptcy
Proceeding was dismissed.

         On September 26, 2001, the Bankruptcy Court approved the Company's Plan
of Reorganization.

Acquisitions

         On July 21, 2000 the Company, Enviro-Tech, and ETI International, Inc.
entered into and closed a Revised Agreement for Sale and Purchase of Assets. The
Revised Agreement provided that, in addition to purchasing the Distribution
Network, the Company acquire assets including all of Enviro-Tech's inventory of
Dri Wash n' Guard(TM) and nutritional supplement products and its 45,000 square
foot factory, warehouse, and


                                       35
<PAGE>



distribution center in Elbow Lake, Minnesota. The consideration for the purchase
was changed to $1,900,000 in cash (the balance of which was paid upon execution
of the revised Agreement), 2,500,000 shares of the Company's common stock, a
ninety-day note for $600,000, and the assumption of almost $1,000,000 in various
Enviro-Tech debts. In addition, the Company and Enviro-Tech signed a long-term
supply agreement with respect to the Dri Wash n' Guard(TM) line of waterless car
and home cleaning products. The Supply Agreement requires the Company to
purchase at least 60,000 gallons of Dri Wash n' Guard(TM) annually and pay a
minimum annual royalty fee of $300,000. The Company took control of the assets
on July 24, 2000.

         The Company planed to have its existing products sold through its newly
acquired multi level marketing network and to acquire additional products that
would benefit from distribution through the new network.

         During the prior quarter, the Company purchased all of the stock of
Select Benefits Corporation and became the exclusive worldwide distributor of
all of Envion International's products. Select Benefits provides discount health
care memberships that provide discounts of 10% to 60% for prescription drugs,
vision care, dentistry, chiropractic, hearing, and other health related
benefits. Envion's main products include meal replacement bars and nutritional
supplements marketed under the BioZone(R) and Envitamins(R) names.

          Results of Operations

          For the three months and nine months ended September 30, 2000,
consolidated net sales were approximately $2,135,000 and $3,660,000, as compared
to $152,000 and $203,000, for the same periods ended September 30, 1999. This
increase was primarily due to the sales through the newly acquired Enviro-Tech
distribution network.

          Gross profit margin for the three and six months ended September 30,
2000 was 32% and 46% compared to 65% and 67% for the same periods ended
September 30, 1999. This result is due to the reduced profit margins associated
with the newly acquired product lines now distributed through Enviro-Tech
distribution network.

          Selling expenses were approximately $132,000 and $1,416,000 for the
three and nine months ended September 30, 2000, as compared to $333,000 and
$820,000 for the same periods ended September 30, 1999. This increase is
attributed to expenses related to operating the newly acquired Enviro-Tech
distribution network.

         General and Administrative expenses were approximately $944,000 and
$2,030,000 for the three and nine months ended September 30, 2000, as compared
to approximately $480,000 and $1,266,000 for the same periods ended September
30th, 1999. The increase is attributed to the increased payroll due to the
acquisition of Enviro-Tech. The increase arises from duplication of payroll due
to the delayed consolidation of operations and extra payroll due to the
acquisition of Enviro-Tech and the continued operation of the Envion
International distribution center.


                                       36
<PAGE>


         For the three months and nine months ended September 30, 2000, the net
loss from operations was approximately $(429,000) and $(1,865,000) for the
periods ended September 30, 2000, as compared to $(769,000) and $(2,200,000) for
the same periods ended September 30, 1999.


          Liquidity and Capital Resources

          At September 30, 2000, the Company's financial condition included
working capital of approximately $(.8) million as compared to approximately $2.8
million at December 31, 1999. The Enviro-Tech distributorship was purchased for
$1.9 million in cash. Inventory of $750,000 and $600,000 was purchased from
Envion and Enviro-Tech, respectively. $5 million has been invested in equipment
and operations systems to operate the newly acquired Distribution Network.

          The Company now needs asset based financing to produce working capital
for its operations. Cash on hand at September 30, 2000 was approximately
$14,000. There is no assurance that the Company will have enough funds for its
daily operations without securing a line of credit or other financing. There is
no assurance that such a line of credit or other financing can be secured. (See
- Bankruptcy, above)

          Inflation

          Inflation rates in the United States have not had a significant impact
on operating results for the periods presented.

           Cautionary Statement Regarding Forward-Looking Statements

          Certain statements contained in this item and elsewhere in this report
regarding matters that are not historical facts are forward-looking statements
(as such term is defined in the Private Securities Litigation Reform Act of
1995). Because such forward-looking statements include risks and uncertainties,
actual results may differ materially from those expressed or implied by such
forward-looking statements. All statements that address operating performance,
events or developments that management expects or anticipates to incur in the
future, including statements relating to sales and earnings growth or statements
expressing general optimism about future operating results, are forward-looking
statements. The forward-looking statements are based on management's current
views and assumptions regarding future events and operating performance. Many
factors could cause actual results to differ materially from estimates contained
in management's forward-looking statements. The differences may be caused by a
variety of factors, including but not limited to adverse economic conditions,
competitive pressures, inadequate capital, unexpected costs, lower revenues and
net incomes and forecasts, the possibility of fluctuation and volatility of the
Company's operating results and condition, inability to carry out marketing and
sales plans, and loss of key executives, among other things.



                                       37
<PAGE>


Part II.     Other Information

         Items 1,3,4, and 5 are omitted as they are either not applicable or
have been included in Part I.

Item 2 (c)   Recent Sales of Unregistered Securities

         On July 19, 2000, fourteen (14) sophisticated investors, including five
(5) members of management purchased an aggregate of 1,300,000 shares of Common
Stock at the purchase price of $.38 per share, and the Company received $494,000
in proceeds. In the transaction, shares of common stock were sold to accredited
investors, affiliates, consultants and employees, which were exempt from the
registration requirements of Section 5 of the Securities Act under Section 4(2)
of the Securities Act. Unfortunately, at the time of this sale, the Company was
circulating materially inaccurate information concerning its sales during the
second quarter. As described in the Company's Amended Report on Form 10-QSB for
the quarter ended June 30, 2000, sales were overstated by approximately $400,000
or almost one-quarter. This material misstatement created a rescission right on
behalf of the purchasing parties. On November 8, 2000 and April 17, 2001, the
Board of Directors voted to rescind the sale and treat the purchasers as
unsecured creditors. All but one has accepted. The declining person holds 15,000
shares for which he paid $5,700.

            In July 2000, as part of the consideration for the acquisition of
the assets of Enviro-Tech, 2.5 million shares of restricted stock were issued to
Enviro-Tech, of which 100,000 were assigned to one company as a finder's fee for
the transaction. In addition, 100,000 shares of restricted common stock were
issued to the same company. Further, the same company received a finder's fee of
$240,000. In the transaction, the purchasers of the shares of common stock
represented that the shares were being acquired for investment and not for
distribution, which was exempt from the registration requirements of Section 5
of the Securities Act under Section 4(2) of the Securities Act.


Item 6.      Exhibits and Reports on Form 8-K

         (b) Reports on Form 8-K SB (reporting items 2 and 7) and 8-KA SB
(reporting items 2 and 7) were filed on June 1, 2000 and July 28, 2000,
respectively.



                                       38
<PAGE>



                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has caused this quarterly report on Form 10-QSB to be signed in
its behalf by the undersigned thereunto duly authorized on the 30th day of
September 2001.

                           IMX PHARMACEUTICALS, INC

                           By:          /s/ Leonard F. Kaplan
                               -----------------------------------------------
                               Leonard F. Kaplan, Chief Financial Officer




                                       39