<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A
                                   AMENDMENT 1

(Mark One)

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

                            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)

2295 Corporate Boulevard, Suite 131, 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 August 17, 2000 there were 9,605,586 shares of common
                  stock, par value $.001 per share outstanding.

         Transitional Small Business Disclosure Format (check one):

Yes / / No /X/

<PAGE>

Part I.  Financial Information

Item 1.  Financial Statements

         In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the financial position
of the Company and its results of operations and cash flows for the interim
periods presented. Such financial statements have been condensed in accordance
with the rules and regulations of the Securities and Exchange Commission and
therefore, do not incude all disclosures required by generally accepted
accounting principles. These financial statements should be read in conjunction
with the Company's audited financial statements for the year ended December 31,
1999 included in the Company's annual report filed on Form 10-K.

         The results of operations for the six (6) months ended June 30, 2000
are not necessarily indicative of the results to be expected for the entire
fiscal year.


<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, 1999 (audited)
                   and June 30, 2000 (unaudited)

         3       Consolidated Statements of Operations for the Three Month
                   Ended March 31, 1999 (unaudited) and March 31, 2000
                   (unaudited) and Six Months Ended June 30, 1999 (unaudited)
                   and June 30, 2000 (unaudited)

         4       Consolidated Statements of Changes In Stockholders' Equity

         5       Consolidated Statements of Cash Flows for the Three Months
                   Ended March 31, 1999 (unaudited) and March 31, 2000
                   (unaudited) and Six Months Ended June 30, 1999 (unaudited)
                   and June 30, 2000 (unaudited)

        6-27     Notes to Consolidated Financial Statements (unaudited)

Item 2.
        28-30    Management's Discussion and Analysis or Plan of Operation

Part II.
         31      Other Information

Signatures
         32

<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                       (Audited)       (Unaudited)
                                                                     December 31,       June 30,
                                                                         1999             2000
                                                                   --------------    -------------

<S>                                                                 <C>              <C>
ASSETS

CURRENT ASSETS:

  Cash and cash equivalents                                         $ 2,497,791         $ 122,500
  Securities available for sale                                          30,463            28,269
  Accounts receivable (net of allowance for
    doubtful accounts of  $27,495 and $3,170)                           110,525            63,641
  Other receivables                                                           0            16,440
  Loan receivable - related party                                        31,153            30,125
  Inventories                                                           557,593         1,364,008
  Refundable deposit                                                          0         1,250,000
  Vendor deposits                                                        50,000           120,000
  Prepaid expenses and other                                             46,731            47,237
                                                                   -------------    --------------

Total Current Assets                                                  3,324,256         3,042,220
                                                                   -------------    --------------


PROPERTY AND EQUIPMENT:

  Property and equipment (net of accumulated
    depreciation of $179,216 and $210,422)                              105,913           159,971
                                                                   -------------    --------------

OTHER ASSETS:

  Goodwill                                                                                264,303
  Deposits and other                                                     67,646           112,646
                                                                   -------------    --------------

Total Other Assets                                                       67,646           376,949
                                                                   -------------    --------------

TOTAL ASSETS                                                        $ 3,497,815       $ 3,579,140
                                                                   =============    ==============
</TABLE>


                                                                               1

See accompanying notes to the consolidated financial statements.



<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                     (Audited)       (Unaudited)
                                                                    December 31,       June 30,
                                                                        1999             2000
                                                                   -------------    -------------

<S>                                                                   <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

  Accounts payable                                                    $ 436,398        $ 457,094
  Accrued expenses and other current
    liabilities                                                          49,700          294,442
  Notes payable, current portion                                                         435,000
  Capital lease payable, current portion                                  2,896            2,896
                                                                   -------------    -------------

Total Current Liabilities                                               488,994        1,189,432
                                                                   -------------    -------------

LONG-TERM LIABILITIES:

  Notes payable, non-current portion                                                     503,504
  Capital lease payable, non-current portion                              4,896            4,896
                                                                   -------------    -------------

Total Long Term Liabilities                                               4,896          508,400
                                                                   -------------    -------------

STOCKHOLDERS'  EQUITY:

  Common stock, $.001 par value, 50,000,000
    shares authorized, 9,634,707 and
    9,734,707 shares issued, 5,802,461 and
    5,902,461 shares outstanding                                          9,635            9,735
  Additional paid-in capital                                          7,943,050        8,017,950
  Retained earnings (deficit)                                        (4,348,955)      (5,555,302)
  Treasury stock, at cost - 3,832,246 and
    3,832,246 shares                                                   (578,054)        (578,054)
  Accumulated other comprehensive loss                                  (21,751)         (13,021)
                                                                   -------------    -------------

Total Stockholders' Equity                                            3,003,925        1,881,308
                                                                   -------------    -------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                $ 3,497,815      $ 3,579,140
                                                                   =============    =============
</TABLE>


                                                                               2


See accompanying notes to the consolidated financial statements.


<PAGE>




                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                               (Unaudited)                         (Unaudited)
                                                             Six Months Ended                   Three Months Ended
                                                                 June 30,                           June 30,
                                                          1999            2000               1999               2000
                                                     ---------------  --------------    ----------------  -----------------

<S>                                                  <C>              <C>               <C>               <C>
NET SALES                                                  $ 50,718     $ 1,525,311            $ 50,351        $ 1,293,965

COST OF SALES                                                22,365         520,972              22,220            439,471
                                                     ---------------  --------------    ----------------  -----------------

GROSS PROFIT                                                 28,353       1,004,339              28,131            854,494
                                                     ---------------  --------------    ----------------  -----------------

OPERATING EXPENSES:

  Selling                                                   486,796       1,283,981             271,443            891,677
  Advertising                                               116,538          48,132              67,326             15,602
  General and administrative                                785,597       1,076,299             408,454            686,662
  Supply agreement impairment loss                          43,348               -              43,348                  -
  Depreciation and amortization                              27,204          31,883              14,204             13,789
                                                     ---------------  --------------    ----------------  -----------------

Total Operating Expenses                                  1,459,483       2,440,295             804,775          1,607,730
                                                     ---------------  --------------    ----------------  -----------------

LOSS FROM OPERATIONS                                     (1,431,130)     (1,435,956)           (776,644)          (753,236)


OTHER INCOME (EXPENSES):
  Equity in loss of unconsolidated
     subsidiary                                             (12,887)              -             (12,887)                 -
  Medicis inventory recovery gain (loss)                          -         180,162                   -            (40,091)
  Gain on sale of investment in unconsolidated                    -               -                   -                  -
    subsidiary                                            3,356,005               -           3,356,005                  -
  Other                                                      82,341          49,447              23,749             24,207
                                                     ---------------  --------------    ----------------  -----------------
                                                                                                                         -
Income (Loss) before income taxes                         1,994,329      (1,206,347)          2,590,223           (769,120)

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

Net Income (loss)                                         1,994,329      (1,206,347)          2,590,223           (769,120)

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

Net loss available to
  common stockholders                                   $ 1,950,929    $ (1,206,347)        $ 2,546,823         $ (769,120)
                                                     ===============  ==============    ================  =================

---------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares of common stock outstanding:
    Basic                                                 5,430,340       5,811,252           5,884,951          5,820,043
    Diluted                                               5,718,584       6,142,000           6,173,195          6,150,791

---------------------------------------------------------------------------------------------------------------------------
Net loss per common share:
    Basic                                                    $ 0.36         $ (0.21)             $ 0.43            $ (0.13)
    Diluted                                                  $ 0.34         $ (0.20)             $ 0.41            $ (0.13)

---------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                               3


See accompanying notes to the consolidated financial statements.

<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      (DEFICIT)
                                   ------------  ----------- ------------  ----------  -----------   -----------


<S>                                <C>           <C>         <C>           <C>        <C>           <C>
Balance - December 31, 1998           86,424       $ 86       8,728,108     $ 8,728   $ 7,780,988   $ (4,883,487)


Comprehensive Income:
  Net income                                                                                             577,932
  Change in other comprehensive
   income

Total comprehensive income
Preferred stock dividend declared      1,736          2                                   43,398       (43,400)
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    (4,348,955)

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

Comprehensive Income:
  Net income                                                                                        (1,206,347)
  Change in other comprehensive
   income

Total comprehensive income
                                   ----------  ---------   -------------  ----------  -----------   -----------

Balance - June  30, 2000                   0   $      0       9,734,707     $ 9,735   $ 8,017,950   $ (5,555,302)
                                   ==========  =========   =============  ==========  ===========   ===========



-----------------------------------------------------------------------------------------------

                                          TREASURY STOCK
                                      -----------------------  ACCUMULATED OTHER     TOTAL
                                         NUMBER                  COMPREHENSIVE   STOCKHOLDERS'
                                        OF SHARES    AMOUNT          INCOME         EQUITY
                                      -----------  ----------  ----------------- --------------


<S>                                   <C>         <C>          <C>               <C>
Balance - December 31, 1998           3,724,757   $ (357,657)        $ 11,000     $ 2,559,658
                                                                                --------------

Comprehensive Income:
  Net income                                                                           577,932
  Change in other comprehensive
   income                                                             (32,751)         (32,751)
                                                                                --------------
Total comprehensive income                                                            545,181
Preferred stock dividend declared                                                           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           3,832,246    (578,054)          (21,751)      3,003,925

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

Comprehensive Income:
  Net income                                                                       (1,206,347)
  Change in other comprehensive
   income                                                               8,730           8,730
                                                                                --------------
Total comprehensive income                                                         (1,197,617)
                                     -----------  ----------    --------------  --------------

Balance - June  30, 2000              3,832,246   $ (578,054)       $ (13,021)    $ 1,881,308
                                     ===========  ==========    ==============  ==============

</TABLE>

                                                                               4

<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

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

  Net income (loss)                                    $ 1,994,329      $ (1,206,347)      $ 2,590,223        $ (769,120)
  Adjustments to reconcile  net loss
     to net cash used provided by operating
    activities:
    Depreciation and amortization                           27,204            31,206            14,204            13,112
    Provision for doubtful accounts                        (13,647)          (24,324)           (8,113)            1,570
    Deferred  income tax                                   (25,000)                            (25,000)                -
    Compensation, fair value of stock, stock
     options and warrants                                   46,308                              46,308                 -
    Equity in loss of unconsolidated subsidiary            167,338                             167,338                 -
    Accretion of investment in unconsolidated
     subsidiary                                            (97,740)                            (97,740)                -
    Gain on sale of investment in unconsolidated
     subsidiary                                         (3,356,005)                         (3,356,005)                -
    Impairment loss on supply and licensing
      agreements                                            43,348                              43,348                 -
      (Increase) decrease in accounts receivable           105,451            54,767           333,771           295,838
      Decrease (increase) in inventories                  (333,255)         (806,415)          (71,443)         (653,380)
      (Increase) in prepaid expenses                       (30,625)             (506)           (9,873)           17,541
      Decrease (increase) in  deposits                      25,774        (1,320,000)           25,774          (970,000)
      Decrease (increase) in  other assets                       -           (45,000)           35,623           (35,000)
      (Decrease) increase in accounts payable                    -                                   -                 -
         and accrued expenses                              145,450           265,438           239,698           311,178
                                                    ---------------   ---------------   ---------------   ---------------

Net cash used by operating activities                   (1,301,070)       (3,051,181)          (71,887)       (1,788,261)
                                                    ---------------   ---------------   ---------------   ---------------


Investing Activities:

  Purchase of furniture and equipment                      (30,174)          (85,263)          (29,016)          (68,872)
  Loan repayment from (advance to) related party                 -             1,028               352              (558)
  Goodwill purchased                                                        (264,303)                           (264,303)
  Sale of securities                                                           2,194                               2,194
  Decrease in investment in securities                                         8,730                               8,730
  Decrease in investment in and advances to                                                          -                 -
    unconsolidated subsidiary                                    -                 0          (339,194)                -
                                                    ---------------   ---------------   ---------------   ---------------

Net cash (used) provided by investing activities           (30,174)         (337,614)         (367,858)         (322,809)
                                                    ---------------   ---------------   ---------------   ---------------

Financing Activities:

  Net proceeds  (repayments) of notes payable                    -           938,504            (9,390)          939,303
  Purchase of securities available for sale                (25,000)                -        (1,714,200)                -
  Stock issuance to purchase goodwill                                         75,000                              75,000
  Proceeds from maturity of securities                   1,678,200                           1,748,197                 -
  Purchase of treasury stock                                     -                 0                 -                 -
                                                    ---------------   ---------------   ---------------   ---------------

Net cash (used) provided by financing activities         1,653,200         1,013,504            24,607         1,014,303
                                                    ---------------   ---------------   ---------------   ---------------

Net increase (decrease) in cash and cash
  equivalents                                              321,956        (2,375,291)         (415,138)       (1,096,767)

Cash and cash equivalents - beginning
  of period                                                623,860         2,497,791         1,360,954         1,219,267
                                                    ---------------   ---------------   ---------------   ---------------

Cash and cash equivalents - end of period                $ 945,816         $ 122,500         $ 945,816         $ 122,500
                                                    ===============   ===============   ===============   ===============



-------------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

  Cash paid for interest                                  $ 12,218           $ 7,843         $  12,218         $     166
  Cash paid for income taxes                              $      0           $     0         $       0         $       0

-------------------------------------------------------------------------------------------------------------------------



-------------------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL SCHEDULE OF NON CASH ACTIVITIES

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

-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                               5

<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 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 June 30, 2000 and for the six and three month
               periods ended June 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 Envion's 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 six and three months
         ended June 30, 2000 include sales of $69,994, cost of goods sold of
         $16,252 and direct expenses of $36,520 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 six and three months ended June 30, 2000
         were not material.


                                                                               7
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Interim Financial Statements

         The accompanying unaudited consolidated financial statements as of June
         30, 2000 and for the six and three month periods ended June 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 six and three-month periods ended June 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.



         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.

                                                                               8
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

         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 3).

         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".

         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

                                                                               9
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

         Net Income (Loss) Per Common Share (Cont'd)

         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 six and three month periods ended June 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 5).

                                                                              10
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 2 - 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 3 - 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


                                                                              11
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 3 - 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 4 - SECURITIES AVAILABLE FOR SALE

         Securities available for sale consist of shares of common stock in
         Hydron Technologies, Inc. ("Hydron"). At December 31,1999 and June 30,
         2000, the cost basis of $30,463 and $28,269 of the common stock in
         Hydron exceeded the market value by $21,751 and $13,021 respectively.




NOTE 5 - INVENTORIES

                  Inventories consisted of the following:


                                                       December 31,    June 30
                                                       ------------   ----------
                                                           1999          2000
                                                       ------------   ----------


         Finished goods                                $    237,195   $1,038,412
         Work-in-process                                     16,969       25,431
         Packaging supplies                                 303,429      300,165
                                                       ------------   ----------

         Total                                         $    557,593   $1,364,008
                                                       ============   ==========



                                                                              12
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)



NOTE 6 - PROPERTY AND EQUIPMENT

         Property and equipment consisted of the following:



                                                     December 31,     June 30,
                                                     ------------    ----------
                                                         1999           2000
                                                     ------------    ----------


         Computers and office equipment              $    193,997    $  257,174
         Furniture, fixtures and improvements              91,132       113,219
                                                     ------------    ----------

                                                          285,129       370,393
         Less: accumulated depreciation and
                      amortization                       (179,216)     (210,422)
                                                     ------------    ----------

         Property and equipment, net of
           accumulated depreciation                  $    105,913    $  159,971
                                                     ============    ==========



NOTE 7 - INCOME TAXES

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

                                                       December 31,    June 30,
                                                       ------------   ----------
                                                           1999          2000
                                                       ------------   ----------


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


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


                                                                              13
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 7 - 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:

                                                      December 31,    June 30,
                                                      ------------   ----------
                                                          1999          2000
                                                      ------------   ----------


         Tax (benefit) at statutory rate              $    185,800   $  256,500
         Increase (decrease) in tax
           resulting from:
         State income tax, net of federal tax benefit       31,500       44,000
         Other                                                   0            0
         Increase (decrease) in
           valuation allowance                            (217,300)    (300,500)
                                                      ------------   ----------

         Income taxes                                 $          0   $        0
                                                      ============   ==========


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



                                                      December 31,    June 30,
                                                      ------------   ----------
                                                          1999          2000
                                                      ------------   ----------


         Fair value of common stock options and
           warrants                                   $    130,889   $  130,889
         Start-up costs                                    139,100      139,100
         Depreciation and amortization                     (71,700)     (71,700)
         Other                                              12,000       12,000
         Net operating loss carry forwards                 641,700    1,440,236
                                                      ------------   ----------

                                                           851,989    1,650,525
         Less: valuation allowance                        (851,989)  (1,650,525)
                                                      ------------   ----------

         Total net deferred tax asset                 $          0   $        0
                                                      ============   ==========



                                                                              14
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 7 - INCOME TAXES (CONT'D)

         At December 31, 1999, the Company had net operating loss carryforwards
         of approximately $1,700,000 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 8 - 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 June 30, 2000, the Company had reserved
         3,538,216 and 3,538,216 shares of common stock respectively for
         issuance relating to unexpired options and warrants.



NOTE 9 -  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.


                                                                              15
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)



NOTE 9 - STOCK OPTIONS (CONT'D)

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


<TABLE>
<CAPTION>
                                                                  Year ended       Six and three months ended
                                                               December 31, 1999          June 30, 2000
                                                           -------------------------   ------------------
                                                                          Weighted                Weighted
                                                                           Average                 Average
                                                                          Exercise                Exercise
                                                               Shares       Price       Shares      Price
         ---------------------------------------------------------------------------   ---------------------
<S>                                                        <C>            <C>          <C>        <C>

         Options outstanding,
            beginning of period                               1,350,000   $     2.71   1,485,000  $     2.46
         Granted                                                234,500         1.73           0        --
         Exercised                                               (5,000)        1.75           0        --
         Forfeited/canceled                                     (94,500)        4.31           0        --
         ---------------------------------------------------------------------------------------------------

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

         ---------------------------------------------------------------------------------------------------
         Exercisable at end of
           period                                             1,560,100   $     2.55   1,560,100  $     2.55
         ---------------------------------------------------------------------------------------------------

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


                                                                              16
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 9 - STOCK OPTIONS (CONT'D)

         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
         ------------------------------------------------------------------------------------------------------------------

         June 30, 2000
         ------------------------------------------------------------------------------------------------------------------
             $0.75 - 0.99                20,000             9.50              $ 0.75            20,000              $ 0.75
             $1.00 - 3.00             1,175,500             6.89                1.64         1,021,750                1.62
              3.87 - 4.00               270,000             7.92                4.00           270,000                4.00
              4.78 - 6.50               256,475             8.12                5.03           248,350                4.97
         ------------------------------------------------------------------------------------------------------------------

             $0.75 - 6.50             1,721,975             7.27                2.49         1,560,100                2.55
         ------------------------------------------------------------------------------------------------------------------
</TABLE>


         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.


                                                                              17
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 9 - STOCK OPTIONS (CONT'D)

         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:

                                                   Six Months      Six Months
                                                 Ended June 30,  Ended June 30,
                                                 --------------  --------------
                                                       1999            2000
                                                 --------------  --------------

         Net income (loss) applicable to
           common stockholders
             As reported                         $    1,950,929  $     (798,536)
            Pro forma                            $    1,748,000  $   (1,068,569)
         Income (loss) per  share - basic
             As reported                         $         0.36  $        (0.14)
            Pro forma                            $         0.32  $        (0.18)
         Income (loss) per  share - diluted
             As reported                         $         0.34  $        (0.13)
            Pro forma                            $         0.31  $        (0.17)

         Three executives officers of IMX Pharmaceuticals, Inc. received a total
         of 24,000 options to purchase shares of common stock of Medicis
         Corporation. 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 original purchase price
         was $24.67. Twenty percent has been exercised. The remainder of the
         options are held by the officers for the benefit of IMX
         Pharmaceuticals, Inc.


                                                                              18
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 10 - STOCK WARRANTS

         In connection with a 1996 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.


                                                                              19
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 10 - STOCK WARRANTS (CONT'D)

         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 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 (Note 12), 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 December 31, 1999. The
         expiration date and exercise prices of the outstanding warrants are as
         follows:


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

           580,000              2000          $     5.00
            58,000              2001                2.50
         1,007,463              2002           3.00-6.50
           170,778              2003                3.50


                                                                              20
<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)



NOTE 11 - NET INCOME (LOSS) PER COMMON SHARE

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

<TABLE>
<CAPTION>
                                                      Six months      Six months        Three months         Three months
                                                        Ended           Ended              Ended                Ended
                                                    June 30, 1999    June 30, 2000     June 30, 1999        June 30, 2000
                                                     -----------     -------------     --------------       -------------
<S>                                                 <C>              <C>               <C>                  <C>
         Numerator:
         Numerator for basic and diluted
           Loss per share available
             to common stockholders                 $ 1,950,929        $(1,206,347)        $ 2,546,823        $  (769,120)
                                                    -----------        -----------         -----------        -----------

         Denominator:
           Denominator for basic loss per
             share-weighted-average shares            5,430,340          5,811,252           5,884,951          5,811,252
           Effect of dilutive securities:
             Common stock options                       288,244            330,748             288,244            330,748
                                                    -----------        -----------         -----------        -----------


           Denominator for diluted loss per
             share-adjusted weighted average
             shares and assumed conversions           5,718,584          6,142,000           6,173,195          6,142,000
                                                    -----------        -----------         -----------        -----------

         Basic net loss per common share            $      0.36        $     (0.21)        $      0.43        $     (0.13)
                                                    -----------        -----------         -----------        -----------

         Diluted net loss per common share          $      0.34        $     (0.20)        $      0.41        $     (0.13)
                                                    -----------        -----------         -----------        -----------
</TABLE>

                                                                              21

<PAGE>

                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 11 - NET INCOME (LOSS) PER COMMON SHARE (CONT'D)

         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 June 30, 1999 and 2000, were
         outstanding options of 859,475 and 1,679,475, 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.

NOTE 12 - RELATED PARTY TRANSACTIONS

         During 1999, the Company made advances to a company affiliated to the
         President. The balance due the Company at December 31, 1999 and June
         30, 2000 totaled $31,153 and $30,125 respectively. These advances,
         together with interest at the rate of ten (10%) percent, is due and
         payable prior to December 31, 2000.

NOTE 13 - 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 December 31, 1999 are approximately as follows:

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

               2000        $128,000
               2001          54,000
               2002          36,000
               2003          19,000


                                                                              22
<PAGE>


                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 13 - 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
         six month periods ended June 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.

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


                                                                              23

<PAGE>


                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 13 - COMMITMENTS AND CONTINGENCIES (CONT'D)

          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.

NOTE 14 - 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.

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

                 Total capital lease
                   payable - non current                  $4,896
                                                          ======



NOTE 15 - 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.

                                                                              24

<PAGE>



                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 16 - SUBSEQUENT EVENT


          On July 21, 2000 the Company and Enviro-Tech entered into and closed a
          revised agreement for the sale and purchase of assets. The revised
          agreement provides that, in addition to purchasing the Distribution
          Network, the Company will 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. The Company paid $120,000 and
          issued 100,000 shares of common stock as a finder's fee. 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 is 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" commences
          at the closing date and terminates after four months or until the
          Company has expended $100,000, whichever occurs first. The Company
          will 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 are satisfied.

          During the first five contract years, (the Royalty period) The Company
          has agreed to pay a royalty to Enviro-Tech equal to 20% of the
          purchase price paid for the formulae (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 will accrue interest
          at an annualized rate of 12%

                                                                              25

<PAGE>



                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 16 - SUBSEQUENT EVENT

          Upon notification of a royalty fee payment delinquency the Company
          will have 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 - 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 June 30, 2000 were
          approximately $160,200 and $0 respectively.

NOTE 18 - GOODWILL

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

NOTE 19 - OTHER RECEIVABLES

          Other receivables are as follows:

          Due from Pure Distributors' Inc.
             d/b/a Envion International-Note 1                       $ 15,444
          Due from Select Benefits Corporation - Note 1                   554
          Other                                                           443
                                                                     ---------

                                                                     $ 16,441
                                                                     =========



                                                                              26

<PAGE>



                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        (Information as of June 30, 2000 and for the six and three month
               periods ended June 30, 1999 and 2000 are unaudited)


NOTE 20 - NOTES PAYABLE

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

<TABLE>
<S>                                                                                  <C>
          Promissory note payable, Pure Distributors, Inc.
          d/b/a Envion International, payable in 24 monthly
          installments of $31,250 principal only                                         $750,000

          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.                                                             188,504
                                                                                         ---------

          Total notes payable                                                            $938,504

          Less: current portion                                                            435,000
                                                                                         ---------

           Non-current portion                                                           $503,504
                                                                                         ========
</TABLE>



                                                                              27




<PAGE>

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

         General

         Prior to the second quarter of this year, IMX was 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 the last five quarters. In July of this
year, the Company completed its acquisition of the Enviro-Tech Distribution
Network and acquired new product lines to join its earlier lines in direct
 distribution.

         These acquisitions will transform the Company from a development
company into 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.

         On May 17, 2000 the Company signed an Agreement for Sale and Purchase
of Assets with Dri-Kleen, Inc. d/b/a Enviro-Tech International ("Enviro-Tech").
The agreement provided for the Company to purchase Enviro-Tech's Multi-Level
Distribution Network consisting of approximately 20,000 independent distributors
in North America. The purchase price set forth in the Agreement was $2,400,000
and 2,000,000 shares of the Company's common stock. An additional $850,000 was
paid as a refundable deposit at the time of signing. This amount, together with
the $400,000 paid when the original letter of intent was signed constitutes the
$1,250,000 of deposits shown on the balance sheet.

         The agreement also provided that, as of May 22, 2000, the Company would
begin to operate the Distribution Network for its benefit and risk and at its
expense. Net sales of $813,498, cost of goods of $329,700, and direct expenses
of $332,000 attributable to the Company's operation of the Distribution Network
are included in the Results of Operations for the quarter ended June 30, 2000.

         On July 21, 2000 the Company and Enviro-Tech entered into and closed
Revised Agreement for Sale and Purchase of Assets. The Revised Agreement
provides that, in addition to purchasing the Distribution Network, The Company
will acquire 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 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 is anticipating having its existing products sold through
its newly acquired multi level marketing network.


<PAGE>

         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 of Envion's products. The main products include meal
replacement bars and nutritional supplements marketed under the BioZone(R) and
Envitamins(R) names. Envion's products and now marketed through its
WellnesShop.com web site and a companion catalogue, both of which will now be
operated by the Company. The Company will pay a fee to Envion for the
distributorship. The fee amounts to $185,000 during 2000, $86,000 during 2001,
and $66,000 during 2002 and each year thereafter.

         At the same time, the Company acquired Envion's entire current product
inventory for $750,000 payable monthly over two years. In addition, the Company
has agreed to purchase all of its requirements for Envion products from Envion.

         The Company also has an option to purchase all of Envion's rights to
its products, its 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.

         Sales of $69,994, cost of good sold of $16,252, and direct expenses of
$36,520 relating to the sale of Envion products are included in the Results of
Operations for the quarter ended June 30, 2000.

         On June 15, 2000, the Company purchased all of the stock of Select
Benefits Corporation for a three-year note in the amount of $189,510.45 and
100,000 shares of its common stock. Select Benefits Corporation 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
quarter ended June 30, 2000 were not material.

         Results of Operations

         For the three months and six months ended June 30, 2000, restated
consolidated net sales were approximately $1,294,000 and $1,525,000, as compared
to $50,000 and $51,000, for the same periods ended June 30, 1999. This increase
was primarily due to the sales as a result of the operation of Enviro-Tech
distribution network after May 22, 2000.

         Gross profit margin for the three and six months ended June 30, 2000
was 66% compared to 56% for the same periods ended June 30, 1999. This result is
due to increased profit margins in general of the new product lines carried by
Enviro-Tech.

         Selling expenses were approximately $892,000 and $1,284,000 for the
three and six months ended June 30, 2000, as compared to $408,000 and $786,000
for the same

<PAGE>

periods ended June 30, 1999. This increase is attributed to expenses related to
the acquisition of the Enviro-Tech distribution network.

         General and Administrative expenses were approximately $687,000 and
$1,076,000 for the three and six months ended June 30, 2000, as compared to
approximately $408,000 and $786,000 for the same periods ended June 30th, 1999.
The increase is attributed to the increased payroll due to the acquisition of
Enviro-Tech. Part of this increase is due to duplication of tasks, which will be
reduced in the future as such duplication is eliminated.

         For the three months and six months ended June 30, 2000, the restated
net loss from operations was approximately $(753,000) and $(1,436,000) for the
periods ended June 30, 2000, as compared to $(777,000) and $(1,431,000) for the
same periods ended June 30, 1999.



         Liquidity and Capital Resources

         At June 30, 2000, the Company's financial condition included working
capital of approximately $1.9 million as compared to approximately $2.8 million
at December 31, 1999. The Enviro-Tech distributorship was purchased for $1.9
million in cash. In addition, inventory of $750,000 was purchased from Envion.

         The Company anticipates having to secure a line of credit for the short
and long-term to produce working capital for its operations. Cash on hand at
August 17, 2000 is approximately $176,000. 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.

         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

<PAGE>

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.

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

         As part of its acquisition of the all of the outstanding stock of
Select Benefits Corporation, on June 15th, 2000 the Company issued 100,000
shares of its common stock, par value $0.001, to Pete Longbons, the president
and a major shareholder of Select Benefits. These shares are now held in escrow
to secure the payment of the note issued in connection with the acquisition.

         The securities were not sold for cash, no broker was involved, the
securities were not convertible, and the only proceeds were the shares of Select
Benefit Common Stock previously owned by Mr. Longbons. The Select Benefits stock
will be held in the Company's treasury as evidence of its ownership of Select
Benefits Corporation.

         In connection with the issuance to Mr. Longbons, the Company relied on
the exemption in Section 4(2) of the Securities Act of 1933, as amended, as a
transaction by an issuer not involving any public offering. Mr. Longbons had
full access to information on the Company, has agreed not to distribute his
shares, and has accepted a restrictive legend on his certificate, as did the
escrow agent.

         On July 19, 2000, fourteen (14) sophisticated investors, including four
(4) 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 was exempt from the
registration requirements of Section 5 of the Securities Act under Section 4(2)
of the Securities Act.


         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 an additional
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 (reporting items 2 and 7) and 8-KA (reporting
items 2 and 7) were filed on June 1, 2000 and July 28, 2000, respectively.




<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has caused this report to be signed in its behalf by the
undersigned thereunto duly authorized on the 8th day of September 2000.

IMX PHARMACEUTICALS, INC

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