<PAGE>

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


(Mark One)

/X/ Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2001.

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

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

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

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

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

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

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12
months (or such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days:  Yes /  /  No /X/

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

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

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


<PAGE>


                   IMX PHARMACEUTICALS, INC. AND SUBSIDIARIES

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

       Item 1. Financial Statements

1-3      Consolidated Balance Sheets as of December 31, 2000 (audited) and March
         31, 2001 (unaudited)

4        Consolidated Statements of Operations for the Three Months Ended March
         31, 2001 (unaudited) and March 31, 2000 (unaudited).

5        Consolidated Statements of Changes In Stockholders' Equity

6        Consolidated Statements of Cash Flows for the Three Months Ended March
         31, 2001 (unaudited) and March 31, 2000 (unaudited).

7-37     Notes to Consolidated Financial Statements (unaudited)

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

38-41    Text

                 Part II.         Other Information

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


<PAGE>
                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                        (Unaudited)             (Audited)
                                                                         March 31,            December 31,
                                                                           2001                   2000
                                                                     --------------         ---------------
<S>                                                                  <C>                    <C>
CURRENT ASSETS:

       Not Subject to Bankruptcy Proceedings:

         Cash and cash equivalents                                      $    4,779           $   10,414
         Accounts receivable (net of allowance for
            doubtful accounts of $50,000 and $50,000)                        3,124               10,510
                                                                        ----------           ----------
           Current Assets, Not Subject
             to bankruptcy proceedings                                       7,903               20,924
                                                                        ----------           ----------

         Subject to Bankruptcy Proceedings:

         Cash and cash equivalents                                             445                9,216
         Securities available for sale                                       2,779                1,828
         Other receivables                                                 501,288              501,703
         Prepaid expenses and other                                         18,583               18,583
                                                                        ----------           ----------
           Current Assets,  Subject
             to bankruptcy proceedings                                     523,095              531,330
                                                                        ----------           ----------

                Total Current Assets                                       530,998              552,254
                                                                        ----------           ----------

PROPERTY AND EQUIPMENT:

       Subject to Bankruptcy Proceedings:

         Building and Land, (net of accumulated
           depreciation of $15,437 and $ 9,989)                            984,563              990,011
                                                                        ----------           ----------

                Total Property and Equipment                               984,563              990,011
                                                                        ----------           ----------
OTHER ASSETS:

       Not Subject to Bankruptcy Proceedings:

         Inventories in excess of amounts expected
           to be sold currently                                            108,042              110,000
                                                                        ----------           ----------
           Total Other Assets, Not Subject
             to bankruptcy proceedings                                     108,042              110,000
                                                                        ----------           ----------

        Subject to Bankruptcy Proceedings:

         Deposits and other                                                  6,144                6,144
                                                                        ----------           ----------
           Total Other Assets,  Subject
             to bankruptcy proceedings                                       6,144                6,144
                                                                        ----------           ----------

                Total Other Assets                                         114,186              116,144
                                                                        ----------           ----------

                  TOTAL ASSETS                                          $1,629,747           $1,658,409
                                                                        ==========           ==========
</TABLE>

See accompanying notes to the consolidated financial statements.

                                                                               1
<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                   LIABILITIES

<TABLE>
<CAPTION>
                                                                                   (Unaudited)       (Audited)
                                                                                    March 31,       December 31,
                                                                                      2001             2000
                                                                                 -------------     --------------
<S>                                                                              <C>               <C>
CURRENT LIABILITIES:

     Not Subject to Bankruptcy Proceedings:

         Accounts payable                                                          $  146,845       $  136,299
         Accrued expenses and other current liabilities                                     0            2,523
         Commissions payable                                                            1,586            1,113
         Sales tax payable                                                              1,593            1,648
                                                                                   ----------       ----------

           Current Liabilities, Not Subject to Bankruptcy Proceedings                 150,024          141,583

     Subject to Bankruptcy Proceedings:

       Not Subject to Compromise

         Current portion of fully secured long term notes                             425,000          425,000
         Postpetition trade accounts payable                                           58,912           14,183
         Accrued salaries payable - Pre-petition                                       73,746           73,746
         Accrued salaries payable - Post-petition                                      68,084           19,667
         Accrued payroll taxes - Pre-petition                                           6,753            6,753
         Accrued payroll taxes - Post-petition                                          6,809            1,967
         Sales tax payable                                                            193,792          193,792
                                                                                   ----------       ----------

           Current Liabilities, Not Subject to Compromise                             833,096          735,108
                                                                                   ----------       ----------

       Subject to Compromise

         Current portion of unsecured long term notes payable                       1,350,172        1,350,172
         Prepetition trade accounts payable                                         1,576,439        1,572,001
         Accrued prepetion expenses                                                    27,989           34,279
         Accrued salaries payable - Post-petition                                      29,791           29,791
         Stock recission payable                                                      488,300          488,300
         Loans payable                                                                 53,500           53,500
         Commissions payable                                                          277,425          277,425
                                                                                   ----------       ----------

           Current Liabilities, subject to compromise                               3,803,616        3,805,468
                                                                                   ----------       ----------

                Total Current Liabilities                                           4,786,736        4,682,159

LONG-TERM LIABILITIES:

     Not Subject to Bankruptcy Proceedings:

         Officer's notes payable                                                       51,000           30,000
                                                                                   ----------       ----------

           Long-Term Liabilities, not subject to bankruptcy proceedings                51,000           30,000
                                                                                   ----------       ----------

     Subject to Bankruptcy Proceedings:

       Not Subject to Compromise

         Fully secured long-term notes, less current portion                          301,137          287,137
                                                                                   ----------       ----------

       Subject to Compromise

         Unsecured long term notes payable, less current portion                      553,366          553,366
                                                                                   ----------       ----------

                Total Long-Term Liabilities                                           905,503          870,503
                                                                                   ----------       ----------

                  TOTAL LIABILITIES                                                $5,692,239       $5,552,662
                                                                                   ----------       ----------
</TABLE>

See accompanying notes to the consolidated financial statements.

                                                                               2
<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                        STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
                                                                                  (Unaudited)       (Audited)
                                                                                   March 31,       December 31,
                                                                                      2001             2000
                                                                                --------------   ---------------
<S>                                                                             <C>              <C>
STOCKHOLDERS' EQUITY (DEFICIENCY):

Common stock, $.001 par value, 50,000,000 shares authorized, 12,898,522
  and 12,898,522 shares issued, 8,132,076 and 8,132,076 shares
    outstanding                                                                 $     12,898     $     12,898
  Additional paid-in capital                                                      10,495,487       10,495,487
  Retained earnings (deficiency)                                                 (13,984,630)     (13,815,440)
  Treasury stock, at cost - 4,766,446 and 4,766,446 shares                          (578,054)        (578,054)
  Accumulated other comprehensive income (loss)                                       (8,193)          (9,144)
                                                                                ------------     ------------

       Total Stockholders' Equity (Deficiency)                                    (4,062,492)      (3,894,253)
                                                                                ------------     ------------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY (DEFICIENCY))                                     $  1,629,747     $  1,658,409
                                                                                ============     ============
</TABLE>

See accompanying notes to the consolidated financial statements.

                                                                               3
<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                               (Unaudited)
                                                                           Three Months Ended
                                                                                March 31,
                                                                  ---------------------------------
                                                                        2001              2000
                                                                  --------------      -------------
<S>                                                               <C>                 <C>
NET SALES                                                           $    33,848        $   231,346

COST OF SALES                                                             2,105             81,501
                                                                    -----------        -----------

GROSS PROFIT                                                             31,743            149,845
                                                                    -----------        -----------

OPERATING EXPENSES:

  Selling                                                                51,672            392,304
  Advertising                                                               620             32,530
  General and administrative                                            155,028            389,637
  Depreciation and amortization                                           5,448             18,094
                                                                    -----------        -----------

Total Operating Expenses                                                212,768            832,565
                                                                    -----------        -----------

LOSS FROM OPERATIONS                                                   (181,025)          (682,720)


OTHER INCOME (EXPENSES):

  Other                                                                  11,835            245,493
                                                                    -----------        -----------

Loss  Before Income Taxes                                              (169,190)          (437,227)

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

Net loss available to common stockholders                           $  (169,190)       $  (437,227)
                                                                    ===========        ===========

Weighted average number of shares of
  common stock outstanding:
    Basic                                                             8,132,076          4,998,508
    Diluted                                                           8,132,076          5,329,256

Net loss per common share:
    Basic                                                           $     (0.02)       $     (0.09)
    Diluted                                                         $     (0.02)       $     (0.08)

</TABLE>

See accompanying notes to the consolidated financial statements.

                                                                               4

<PAGE>

                            IMX PHARMACEUTICALS, INC.
                                AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF
                  CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
                                                                 PREFFERED STOCK                 COMMON STOCK
                                                          -------------------------    -----------------------------     ADDITIONAL
                                                              NUMBER                       NUMBER                          PAID-IN
                                                             OF SHARES     AMOUNT        OF SHARES          AMOUNT         CAPITAL
                                                          ------------    ---------    ------------      ------------  ------------
<S>                                                       <C>             <C>          <C>               <C>           <C>
Balance - December 31, 1999                                      0          0            9,634,707           9,635        7,943,050

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


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

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

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

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

Return to authorized

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

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

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


  Net loss
  Change in other comprehensive income
                                                          ------------   ----------    ------------   -------------    ------------

Balance - December 31, 2000                                      0          0           12,898,522      $   12,898     $ 10,495,487


Net loss for the three months ended March 31, 2001
                                                          ------------   ----------    ------------   -------------    ------------

Balance - March 31, 2001                                         0       $  0           12,898,522      $   12,898     $ 10,495,487
                                                          ============   ==========    ============   =============    ============


<CAPTION>
                                                                                TREASURY STOCK     ACCUMULATED
                                                                         -------------------------    OTHER          TOTAL
                                                                           NUMBER OF               COMPREHENSIVE   STOCKHOLDERS'
                                                            (DEFICIT)        SHARES      AMOUNT       INCOME     EQUITY (DEFICIENCY)
                                                            ---------    ------------------------- ------------- -------------------
<S>                                                         <C>          <C>             <C>       <C>           <C>
Balance - December 31, 1999                                 (4,348,955)     3,832,246    (578,054)      (21,751)       3,003,925

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

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

Issuance of common stock tyo VoyagerIT.com                                                                               500,000

Issuance of common stock to Shulman & Associates                                                                         100,000

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

Return to authorized                                                          200,200

Prior period correction of preffered stock conversion                                                                          0

Net proceeds from sale of common stock                                                                                   494,000

Recission of stock purchase                                                                                             (488,300)

  Net loss                                                  (9,466,485)                                               (9,466,485)
  Change in other comprehensive income                                                                   12,607           12,607
                                                          -------------  ------------- ----------- ------------    -------------

Balance - December 31, 2000                                (13,815,440)     4,766,446    (578,054)      (9,144)       (3,894,253)

Net loss for the three months ended March 31, 2001            (169,190)                                    951          (168,239)
                                                          -------------  ------------- ----------- -----------     -------------

Balance - March 31, 2001                                  $(13,984,630)     4,766,446  $ (578,054) $    (8,193)       (4,062,492)
                                                          =============  ============= =========== ===========      ============
</TABLE>

See accompanying notes to the consolidated financial statements.

                                                                               5

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                        (Unaudited)
                                                                                      Three Months Ended
                                                                                           March 31,
                                                                              -------------------------------
                                                                                  2001               2000
                                                                              -----------         -----------
<S>                                                                           <C>                 <C>
OPERATING ACTIVITIES:


Net income (loss)                                                             $  (169,190)        $  (437,227)
    to net cash (used) provided by operating activities:
    Depreciation and amortization                                                   5,448              18,094
    Provision for doubtful accounts                                                     0             (25,894)
    Changes in assets and liabilities:
      Decrease in accounts receivable                                               7,386            (241,071)
      Increase in other receivable                                                    415                   0
      Decrease (increase) in inventories                                            1,958            (153,035)
      (Increase) in prepaid expenses                                                    0             (18,046)
      Decrease (increase) in deposits                                                   0            (350,000)
      Decrease (increase) in other assets                                               0             (10,000)
      (Decrease) increase in accounts payable and accrued expenses                104,577             (45,740)
                                                                              -----------         -----------

Net cash (used) provided by operating activities                                  (49,406)         (1,262,919)
                                                                              -----------         -----------

Investing Activities:

  Purchase of furniture and equipment                                                   0             (16,391)
  Loan to related party                                                                 0               1,586
                                                                              -----------         -----------

Net cash (used) provided by investing activities                                        0             (14,805)
                                                                              -----------         -----------

Financing Activities:

  Net proceeds from (repayments of) notes payable                                       0                (799)
  Net proceeds from (repayments of) loans payable                                  35,000                   0
                                                                              -----------         -----------

Net cash (used) provided by financing activities                                   35,000                (799)
                                                                              -----------         -----------

Net increase in cash and cash equivalents                                         (14,406)         (1,278,523)

Cash and cash equivalents - beginning of period                                    19,630           2,497,790
                                                                              -----------         -----------

Cash and cash equivalents - end of period                                     $     5,224         $ 1,219,267
                                                                              ===========         ===========

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION

  Cash paid for interest                                                               $0                  $0
  Cash paid for income taxes                                                           $0                  $0
</TABLE>

See accompanying notes to the consolidated financial statements.

                                                                               6

<PAGE>


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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 1 -          BANKRUPTCY AND GOING CONCERN

                  The company has incurred operating losses for each of the last
                  four years ended December 31, 1997, 1998, 1999 and 2000 and
                  the three months ended March 31, 2001. As of March 31, 2001
                  the Company's current liabilities exceeded its current assets
                  by $4,255,738 and its total liabilities exceeded its total
                  assets by $4,062,492. These matters raise substantial doubt
                  about the ability of the Company to continue as a going
                  concern. The Company's continuance will be dependent on the
                  ability to restructure its operations to achieve profitability
                  in the near term and its ability to raise sufficient debt or
                  equity capital to fund continuing operations until such
                  restructuring is completed.

NOTE 2-           ORGANIZATION AND CAPITALIZATION

                  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, imx-eti Life Partners, Inc. ("imx-eti"),
                  Sarah J. Inc. ("Sarah J."), Proctozone, Inc. (`Proctozone"),
                  Podiatrx, Inc. ("Podiatrx") and Select Benefits, Inc. ("Select
                  Benefits"). 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

                                                                              7

<PAGE>


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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 2 -          ORGANIZATION AND CAPITALIZATION (CONT'D)

                  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.

                  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 were to be operated by the Company as of the completion
                  of the agreement. The Company was to pay a fee to Envion for
                  the distributorship of $185,000 during 2000, $86,000 during
                  2001, and $66,000 during 2002 and each year thereafter.

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

                  The Company had 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 were 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 exercise date of the option was any
                  time after February 1, 2001. The Company has not exercised the
                  option.

                  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

                                                                              8

<PAGE>


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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 2 -          ORGANIZATION AND CAPITALIZATION (CONT'D)

                  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 for the initial period ended December 31, 2000 were
                  not material.

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

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

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

                                                                              9

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 2 -          ORGANIZATION AND CAPITALIZATION (CONT'D)

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

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

                  On December 1, 2000 the Company entered into an agreement with
                  Dri-Kleen Inc. (Dri-Kleen) whereby Dri-Kleen would operate the
                  business of marketing Dri Wash N' Guard products and other non
                  Dri-Wash products. Dri-Kleen will operate the voice-mail,
                  e-mail and toll free numbers. The operation of the business
                  also includes payment by Dri-Kleen, Inc. of all operational
                  expenses including those associated with the Elbow Lake,
                  Minnesota facility. As remuneration for its services Dri-Kleen
                  will receive ninety-seven percent of the net sales, defined as
                  retail sales less forty percent, during the agreement term
                  from all sales generated through its operation of the Dri Wash
                  N Guard business and the other non Dri-Wash products. The
                  Company will receive three percent of all net commissionable
                  sales. The agreement may be terminated by any party with
                  ninety days written notice to the other party. The Company
                  may, however, terminate the agreement at any time for cause,
                  which includes the failure of Dri-Kleen or its nominee to make
                  any and all payments due to the Company under the terms of the
                  agreement.

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

                                                                             10

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 2 -          ORGANIZATION AND CAPITALIZATION (CONT'D)

                  Post-petition, The Company has derived revenues from its
                  subsidiaries through the sale of their respective products.
                  The Company continues to operate as a debtor in possession. On
                  March 16, 2001 the Company and imx-eti filed a Motion to
                  Extend the Exclusivity Period for filing a Plan and the
                  periods to Solicit Exceptances of Plan ("the Exclusivity
                  Motion")

                  On July 8, 2000, 1,300,000 shares of common stock were issued
                  to approximately thirteen (13) individuals at $.38 per share.
                  Based upon the subsequent discovery of materially erroneous
                  information concerning the volume of sales, the issuance of
                  the stock was rescinded on November 5, 2000, by the Company's
                  board of directors for five (5) of the individuals holding
                  435,638 shares of common stock. The Company lacked the funds
                  to pay the individuals affected and therefore the liabilities
                  created by the rescission was recorded as stock rescission
                  payable. Subsequent to the Petition Date, The Company's board
                  of directors resolved to rescind the issuance of the balance
                  of 849,362 shares of common stock and the schedules will be
                  amended to reflect these individuals and entity as unsecured
                  creditors. One individual who was issued 15,000 shares elected
                  to not participate in the recission.

                  On October 2000 the Company purchased fromVoyagerIT.com (f/k/a
                  Enviro-Tech.com plc) debt owed to VoyagerIT.com from
                  Enviro-Tech International, Inc. (the "Debt"). The purchase
                  price for the Debt was $500,000. In satisfaction of payment
                  the Company issued 500,000 shares of the Company's common
                  stock, $0.001 par value, at an issue price of $1.00 per share
                  (the "Pledged shares").

                  Terms of the purchase agreement include that should
                  VoyagerIT.com realize net sales proceeds totaling $500,000 by
                  selling fewer than all the Pledged shares, VoyagerIT.com would
                  renounce its rights to the remainder of the Pledged shares and
                  surrender them to the Company for cancellation or otherwise
                  deal with them as mutually agreed to by the parties.

                  If by July 1, 2001, the sum of the aggregate net proceeds of
                  sale of the Pledged shares sold by VoyagerIT.com and the value
                  of the retained Pledged shares (the "Sum") is less than
                  $500,000 the Company agreed to pay immediately to
                  VoyagerIT.com an amount equal to the shortfall between the Sum
                  and $500,000. The value of the Pledged shares retained was to
                  be taken as the average closing bid on the last 20 trading
                  days before July 1, 2001.

                                                                              11

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 3 -          SUBSEQUENT EVENT

                  On April 4, 2001 the bankruptcy court entered an Order
                  granting the Exclusivity Motion and extended the time within
                  which the Company had exclusive rights to file a plan for an
                  additional thirty (30) days there from and extended the period
                  for solicitation of acceptances for an additional sixty (60)
                  days.

                  Subsequent to the filing of the bankruptcy case it became
                  evident that the Company could not sustain itself as an entity
                  to assist in the operation of the subsidiaries respective
                  businesses- the sole source of its revenues. The Company
                  sought offers for recapitalization of the business and each of
                  the subsidiaries' businesses by third parties. The Company
                  received two expressions of interest, only one of which, in
                  the opinion of the Company's management was substantial. The
                  appeal to the two parties who expressed an interest in
                  investing in the Company was based primarily on its status as
                  a public company. Consequently, there is no value in the
                  assets of the Company to provide a return to unsecured
                  creditors and if the Company were liquidated, after payments
                  are made to the secured creditors and priority and
                  administrative creditors, there would be no property available
                  for distribution to unsecured creditors. In the opinion of
                  management, the only substantial offer was received from Cater
                  Barnard, plc ("Cater Barnard"). Management determined that the
                  value to be invested in the Company is substantially in excess
                  of the Company's value as a going concern or on a liquidation
                  basis. The Company has filed a plan of reorganization with the
                  United States Bankruptcy Court, Southern District of Florida
                  dated May 23, 2001 pursuant to section 1125 of Title 11 of the
                  United States Code. (The "Bankruptcy code"). The plan is
                  currently pending approval of the United States Bankruptcy
                  Court.

                  On September 5, 2001 a motion was brought to the bankruptcy
                  court to dismiss imx-eti Life Partners, Inc.'s petition for
                  bankruptcy. The bankruptcy court granted the motion on
                  September 10, 2001.

                                                                             12

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 4 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Interim Financial Statements

                  The accompanying unaudited consolidated financial statements
                  as of March 31, 2001 and for the three month periods ended
                  March 31, 2000 and 2001 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 three-month periods ended March 31, 2001 are not
                  necessarily indicative of the results that may be expected for
                  the year ending December 31, 2001.

                  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.


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

                  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.

                  Accounts Receivable

                  Management has evaluated the Accounts Receivable and believes
                  that a significant amount are uncollectable. The Company has
                  provided an allowance for doubtful accounts in the amounts of
                  $50,000 and $50,000 for the periods ended December 31, 2000,
                  and March 31, 2001, respectively.

                  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.

                                                                              13

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 4 -          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 5).

                  Stock-Based Compensation

                  The Company accounts for stock based compensation as set forth
                  in Accounting Principles Board ("APB") Opinion 25, "Accounting
                  for Stock Issued to

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

                  Income Taxes

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

                  Net Income (Loss) Per Common Share

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

                  Net income (loss) per common share -- diluted is based on the
                  weighted average number of common shares and dilutive
                  potential common shares outstanding during the year.

                                                                              14

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

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

                  Convertible preferred stock, certain common stock options and
                  common stock warrants were excluded from the computations of
                  net loss per share for the periods ended December 31, 2000 and
                  March 31, 2001 because the effect of their inclusion would be
                  anti-dilutive.

                  Fair Value of Financial Instruments

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

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

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

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

                  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.

                                                                              15

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 5 -          RECENT ACCOUNTING

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

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

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

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

                                                                              16

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 6 -          SECURITIES AVAILABLE FOR SALE

                  Securities available for sale consist of shares of common
                  stock in Hydron Technologies, Inc. ("Hydron"). At December 31,
                  2000 and March 31, 2001, the cost basis of $10,972 and $
                  10,972 of the common stock in Hydron exceeded the market value
                  by $9,144 and $ 8,193 respectively.


NOTE 7 -          INVENTORIES

                  Inventories consisted of the following:



                                       March 31             December 31
                                         2001                  2000
                                   ----------------     ------------------
                                    Other Assets         Current Assets
                                   ----------------     ------------------

Finished goods                            $ 92,306               $ 94,264
Work-in-process                                  0                      -
Packaging supplies                          15,736                 15,736
                                   ----------------     ------------------

Total                                    $ 108,042              $ 110,000
                                   ================     ==================




NOTE 8 -          INVENTORY HELD AS NONCURRENT ASSET

                  As of March 31, 2001 the Company held inventory of $ 108,042
                  shown on the balance sheet as a non-current asset. In the
                  opinion of management, inventory held is not expected to be
                  sold currently.


NOTE 9 -          SUBSTANTIAL LOSSES FROM APPLICATION OF LOWER OF COST OR
                  MARKET RULE

                  During 2000, the Company significantly reduced its production
                  and marketing efforts in connection with several of its
                  products. This decision was based on the projected continued
                  loss of market share for these products and the inability to
                  deliver product on a timely basis. All of the IMX & imx-eti
                  Life Partners Inc. inventory was not in physical control of
                  The Company. Management does not have sufficient resources to
                  pursue control of this inventory and has abandoned it.

                                                                              17


<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

   NOTE 9 -       SUBSTANTIAL LOSSES FROM APPLICATION OF LOWER OF COST OR MARKET
                  RULE (CONT'D)

                  The value of the inventories of Sarah J, Proctozone, and
                  Podiatrix have been significantly reduced due to The Company's
                  diminished capability to market and distribute its products.
                  Management has reduced these inventories to their estimated
                  liquidation value. Accordingly at December 31, 2000 the
                  inventories listed below were written down to their estimated
                  net realizable value.

<TABLE>
<CAPTION>
                                                                       Estimated                   Estimated
                                           Carrying                 Net Realizable              Net Realizable
                                             Value                       Value                       Value
Company                                December 31, 2000           December 31, 2000             March 31,2001
------------------------------    -------------------------   -------------------------    -----------------------
<S>                               <C>                          <C>                         <C>
IMX Pharmaceuticals, Inc.         $                 18,295     $                    --     $                   --
imx-eti Life Partners, Inc.                      1,528,289                          --                         --
                                  -------------------------   -------------------------    -----------------------
Reorganization items              $              1,546,584     $                    --     $                   --
                                  =========================   =========================    =======================

Sarah J. Inc.                                      453,992                     100,000                     98,042
Proctozone, Inc.                                    80,390                       5,000                      5,000
Podiatrx, Inc.                                     119,518                       5,000                      5,000
Select Benefits Inc.                                     -
                                  -------------------------   -------------------------    -----------------------

                                  $                653,900     $               110,000                    108,042
                                  =========================   =========================    =======================
</TABLE>

   NOTE 10 -      PROPERTY AND EQUIPMENT

                  Property and equipment consisted of the following:



                                                March 31,         December 31,
                                                  2001                2000
                                           ----------------    -----------------

Building & Land                                $ 1,000,000            1,000,000
Computers and office equipment                           0                    0
Furniture, fixtures and improvements                     0                    0
                                           ----------------    -----------------

                                                 1,000,000            1,000,000
Less: accumulated depreciation and
             amortization                          (15,437)              (9,989)
                                           ----------------    -----------------

Property and equipment, net of
  accumulated depreciation                       $ 984,563            $ 990,011
                                           ================    =================


                                                                              18

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 11-          IMPAIRMENT OF ASSETS HELD AND USED

                  During 2000 the assets listed below were deemed to be impaired
                  and written down to their fair market value. Fair value, which
                  was determined by reference to the present value of the
                  estimated future cash inflows of such assets, exceeded their
                  carrying value by $ 893,733.


<TABLE>
<CAPTION>
                                                     Machy and    Furniture and    Leasehold
Company:                               Totals        equipment      fixtures      Imprvements
--------                             -----------    -----------    -----------    -----------
<S>                                  <C>            <C>            <C>            <C>
IMX Pharmaceuticals, inc             $   296,071    $   219,937    $    54,533    $    21,601
imx-eti Life Partners, Inc.            1,818,157        780,862          7,114              0
Sarah J., Inc.                           125,072        106,688              0              0
Proctozone, Inc.                               0              0              0              0
Podiatrx, Inc.                             8,319              0              0              0
Select Benefits, Inc.                          0              0              0              0
                                     -----------    -----------    -----------    -----------

Totals                                 2,247,619      1,107,487         61,647         21,601

Less: Accumulated depreciation
        through December 31, 2000       (363,875)      (268,353)       (35,292)       (18,314)
                                     -----------    -----------    -----------    -----------

Net book value                         1,883,744        839,134         26,355          3,287

Less: Valuation allowance               (893,733)      (839,134)       (26,355)        (3,287)
                                     -----------    -----------    -----------    -----------

Net relizable value
  at December 31, 2000                   990,011              0              0              0

Less: Accumulated depreciation
        for three months ended
        March 31, 2001                     5,448              0              0              0
                                     -----------    -----------    -----------    -----------

Net relizable value
  at March 31, 2001                  $   984,563    $      --      $      --      $      --
                                     ===========    ===========    ===========    ===========

<CAPTION>
                                                                        Other
Company:                                   Land        Buildings       assets
--------                                -----------   -----------    -----------
<S>                                     <C>           <C>            <C>
IMX Pharmaceuticals, inc                $         0   $         0    $         0
imx-eti Life Partners, Inc.                 150,000       850,000         30,181
Sarah J., Inc.                                    0             0         18,384
Proctozone, Inc.                                  0             0              0
Podiatrx, Inc.                                    0             0          8,319
Select Benefits, Inc.                             0             0              0
                                        -----------   -----------    -----------

Totals                                      150,000       850,000         56,884

Less: Accumulated depreciation
        through December 31, 2000                 0        (9,989)       (31,927)
                                        -----------   -----------    -----------

Net book value                              150,000       840,011         24,957

Less: Valuation allowance                         0             0        (24,957)
                                        -----------   -----------    -----------

Net relizable value
  at December 31, 2000                      150,000       840,011              0


Less: Accumulated depreciation
        for three months ended
        March 31, 2001                            0         5,448              0
                                        -----------   -----------    -----------

Net relizable value
  at March 31, 2001                     $   150,000   $   834,563    $      --
                                        ===========   ===========    ===========
</TABLE>

                  Management established valuation allowances for these assets
                  based on the following circumstances:

                  Machinery, Equipment, Furniture and Fixtures

                  IMX and IMX-ETI:

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

                  Sarah J, Proctozone, Podiatrix:

                                                                             19

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 11-          IMPAIRMENT OF ASSETS HELD AND USED (CONT'D)

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

                  Leasehold Improvements:

                  IMX

                  The Company abandoned its leasehold improvements at the
                  expiration of their Boca Raton, Florida corporate office lease
                  term.

                  Other Assets:

                  IMX and IMX-ETI

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


NOTE 12 -         LIABILITIES SUBJECT TO COMPROMISE

                  On November 20, 2000, IMX Pharmaceuticals Inc. and imx-eti
                  Life Partners, Inc. (The "Debtors") filed petitions for relief
                  under Chapter 11 of the federal bankruptcy laws in the United
                  States Bankruptcy Court for the Southern District of Florida.
                  Under Chapter 11, certain claims against the Debtor in
                  existence prior to the filing of the petitions for relief
                  under the federal bankruptcy laws are stayed while the Debtor
                  continues business operations as Debtor-in-possession. The
                  creditor's claims are reflected in the December 31, 2000 and
                  March 31, 2001 balance sheets as "liabilities subject to
                  compromise." Additional claims (liabilities subject to
                  compromise) may arise subsequent to the filing date resulting
                  from rejection of executory contracts, including leases, and
                  from determination by the court (or agreed to by parties in
                  interest) of allowed claims for contingencies and other
                  disputed amounts. Claims secured against the debtors assets
                  ("secured claims") also are stayed, although the holders of
                  such claims have the right to move the court for relief from
                  the stay. Secured claims are secured primarily by liens on the
                  Debtors' property, plant and equipment.

                                                                              20

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 13 -         UNRECORDED LIABILITY

                  The Debtors' received approval from the Bankruptcy Court to
                  pay or otherwise honor certain of their prepetition
                  obligations, including employee wages. The Debtors have
                  determined that there is insufficient collateral to cover the
                  interest portion of scheduled payments on their prepetition
                  debt obligations. Contractual interest on those obligations is
                  estimated at $96,000, which is approximately $ 86,000 more
                  than reported interest expense; therefore, the Debtor has
                  discontinued accruing interest on these obligations.

NOTE 14 -         REORGANIZATION ITEMS

                  Reorganization items are comprised of:


<TABLE>
<CAPTION>
                                     IMX                      imx-eti
                            Pharmaceuticals, Inc.        Life Partners, Inc.             Total
                         --------------------------   ----------------------   -----------------------
<S>                      <C>                          <C>                      <C>
Professional Fees                                0                        0                         0
                         --------------------------   ----------------------   -----------------------

                         $                       0    $                   0    $                    0
                         ==========================   ======================   =======================
</TABLE>


NOTE 15 -         INCOME TAXES

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



                              March 31,              March 31,
                         ------------------    -------------------
                                 2001                   2000
                         ------------------    -------------------

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

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


                                                                              21

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 15 -         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:


                                                March 31,     December 31,
                                               -----------    -----------
                                                  2001           2000
                                               -----------    -----------

Tax benefit at statutory rate                  $    46,000    $ 3,570,000
Increase (decrease) in tax
  resulting from:
State income tax, net of federal tax benefit         8,500        610,000
Other                                                    0              0
Increase (decrease) in valuation allowance         (54,500)    (4,180,000)
                                               -----------    -----------

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:



                                                   March 31,       December 31,
                                                 ------------      ------------
                                                     2001             2000
                                                 ------------      ------------
Fair value of common stock options and
  warrants                                       $          0      $          0
Start-up costs                                              0                 0
Depreciation and amortization                               0                 0
Other                                                       0                 0
Net operating loss carry forwards                  11,262,000        11,093,000
                                                 ------------      ------------
                                                            0
                                                   11,262,000        11,093,000

Less: valuation allowance                         (11,262,000)      (11,093,000)
                                                 ------------      ------------

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



                                                                              22


<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 15 -         INCOME TAXES (CONT'D)

                  At March 31, 2001, the Company had net operating loss
                  carryforwards of approximately $ 11,262,000 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 16 -         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, 2000 and March 31, 2001, the Company had
                  reserved 874,641 and 869,641 shares of common stock
                  respectively for issuance relating to unexpired options and
                  warrants.

NOTE 17 -         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.

                                                                              23

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)



NOTE 17 -         STOCK OPTIONS (CONT'D)

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


<TABLE>
<CAPTION>
                                      Three months ended                         Year ended
                                        March 31, 2001                        December 31, 2000
                          ----------------------------------------------------------------------------
                                                  Weighted                                 Weighted
                                                   Average                                  Average
                                                  Exercise                                 Exercise
                                Shares              Price               Shares               Price
------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                 <C>                 <C>
Options outstanding,
   beginning of period           520,000              $ 1.61            1,485,000              $ 2.46
Granted                                -                   -              400,000                1.00
Exercised                              -                   -                    -                   -
Forfeited/canceled                (5,000)               1.70           (1,365,000)               2.36
------------------------------------------------------------------------------------------------------

Outstanding at end of
  period                         515,000              $ 1.61              520,000              $ 1.61
------------------------------------------------------------------------------------------------------
</TABLE>


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


<TABLE>
<CAPTION>
                                                Weighted
                                                 Average
                                                Remaining           Weighted                              Weighted
Range of                      Options          Contractual          Average           Options              Average
Exercise Price              Outstanding       Life in Years      Exercise Price     Exercisable         Exercise Price
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                <C>               <C>                 <C>
December 31, 2000
----------------------------------------------------------------------------------------------------------------------
        $1.00                  300,000              5.76             $ 1.00           300,000               $ 1.00
    $1.75 - 2.50               220,000              5.88               2.40           210,000                 2.40
----------------------------------------------------------------------------------------------------------------------

    $0.75 - 6.50               520,000              5.81               1.59           510,000                 1.58
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
March 31, 2001
----------------------------------------------------------------------------------------------------------------------
        $1.00                  300,000              4.77             $ 1.00           300,000               $ 1.00
    $1.75 - 2.50               215,000              5.04               2.40           210,000                 2.40
----------------------------------------------------------------------------------------------------------------------

    $0.75 - 6.50               515,000              4.88               1.61           510,000                 1.60
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                              24


<PAGE>


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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 17 -         STOCK OPTIONS (CONT'D)

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

                  Under the accounting provisions of SFAS 123, the Company's net
                  income (loss) and income (loss) per share would have changed
                  to the pro forma amounts indicated below:



                                                  Three Months Ended March 31,
                                                -------------------------------
                                                     2001             2000
                                                -------------     -------------
Net income (loss) applicable to
  common stockholders
    As reported                                 $    (169,190)    $    (437,227)
   Pro forma                                    $    (169,190)    $    (707,260)
Income (loss) per  share - basic
    As reported                                 $       (0.02)    $       (0.08)
   Pro forma                                    $       (0.02)    $       (0.12)
Income (loss) per  share - diluted
    As reported                                 $       (0.02)    $       (0.08)
   Pro forma                                    $       (0.02)    $       (0.12)


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


                                                                              25

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)



NOTE 18 -         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 March 31,
                  2001 no warrants to purchase common stock have been exercised.

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

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


                                                                              26


<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 18 -         STOCK WARRANTS (CONT'D)

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

                  In connection with notes payable issued during 1997, as of
                  December 31, 1998, warrants to purchase 85,120 shares of
                  common stock have been issued. Also, in connection with
                  February, 1998 closing of the October, 1997 Private Placement,
                  warrants to purchase 20,180 shares of common stock were issued
                  to placement and selling agents. Each of the warrants
                  mentioned above has an exercise price of $3.50 per share, and
                  expires five years from the date of issuance. As of December
                  31, 1998 and 1999, no warrants have been exercised. The
                  aggregate number of common shares reserved for issuance upon
                  the exercise of warrants is 354,641 as of March 31, 2001. The
                  expiration date and exercise prices of the outstanding
                  warrants are as follows:



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

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


NOTE 19 -         NET INCOME (LOSS) PER COMMON SHARE

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

                                                                              27


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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 19 -         NET INCOME (LOSS) PER COMMON SHARE (CONT'D)


                                                      Three Months Ended
                                                           March 30,
                                                --------------------------------
                                                   2001                2000
                                                -----------         -----------
Numerator:
Numerator for basic and diluted
  Loss per share available
    to common stockholders                      $  (169,190)        $  (437,227)
                                                -----------         -----------

Denominator:
  Denominator for basic loss per
    share-weighted-average shares                 8,132,076           5,802,461
  Effect of dilutive securities:
    Common stock options                                                330,748
                                                -----------         -----------

  Denominator for diluted loss per
    share-adjusted weighted average
    shares and assumed conversions                8,132,076           6,133,209
                                                -----------         -----------

Basic net loss per common share                 $     (0.02)        $     (0.08)
                                                -----------         -----------

Diluted net loss per common share               $     (0.02)        $     (0.07)
                                                -----------         -----------


                  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
                  December 31, 2000 and March 31, 2001, were outstanding options
                  of 520,000 and 515,000 and warrants to purchase of 354,641 and
                  354,641 shares of common stock respectively, at exercise
                  prices ranging from $2.50 to $6.50, because to do so would be
                  anti-dilutive.


NOTE 20-          RELATED PARTY TRANSACTIONS


                  During 2000 and 2001, the Company received advances from
                  related parties. The balances due to these related parties as
                  of March 31, 2001 and December 31, 2000 respectively were as
                  follows:


                                                                              28

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 20-          RELATED PARTY TRANSACTIONS (CONT'D)


                                       Loans Payable        Notes Payable
                                         June 30,             Payable
                                   ------------------  --------------------
                  Relationship       2001       2000      2001       2000
                  ------------     --------   -------  ---------  ---------

                  Officers         $ 53,500  $ 53,500  $  136,134  $ 101,134
                  Oficer's sister         0         0      12,500     12,500
                                   --------  -------- ----------- ----------

                                   $ 53,500  $ 53,500  $  148,634  $ 113,634
                                   ========  ======== =========== ==========

NOTE 21 -         COMMITMENTS AND CONTINGENCIES

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

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

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

                  Bioglan Pharma PLC and Bioglan Pharma, Inc.

                  In November 1999, Bioglan Pharma PLC and Bioglan Pharma, Inc.
                  (collectively, "Bioglan") commenced an arbitration action
                  against the Company, Medicis and

                                                                              29



<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)

NOTE 21 -         COMMITMENTS AND CONTINGENCIES (CONT'D)

                  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.

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

                  Dri-Kleen, Inc.

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

                  Accrued Salaries Payable, Pre-petition

                  The Bankruptcy Court limits the amount of pre-petition accrued
                  salaries that may be classified as "not subject to compromise"
                  to $4,340 per employee (the "Limit"). Any amount due an
                  employee above this Limit (the "Over Limit Amount") is deemed
                  a "liability subject to compromise" and will be subject to the


                                                                              30

<PAGE>


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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)



NOTE 21 -         COMMITMENTS AND CONTINGENCIES (CONT'D)

                  same settlement terms as the other creditors within this
                  class. The Over Limit Amount as of March 31, 2001 was $29,791.
                  The payroll taxes related to the Over Limit Amount are deemed
                  "liabilities not subject to compromise". The Over Limit Amount
                  payroll taxes are estimated at $2,979 and are included in the
                  Accrued payroll taxes, pre-petition of $6,753.

NOTE 22-          OTHER RECEIVABLES

                  Other receivables are as follows:

                  The $500,000 due from Dri-Kleen Inc. is composed of
                  approximately $400,000 in loan debt, $30,000 of accrued
                  interest on the debt and $160,000 of expenses paid by the
                  Company on behalf of Dri-Kleen, Inc.


                                                        March 31,   December 31,
                                                          2001         2000
                                                        ---------   ------------
                  Subject to bankruptcy proceedings:
                  ----------------------------------

                  Due from Dri-Kleen, Inc.              $ 500,000    $ 500,000
                  Other                                     1,288        1,703
                                                        ---------    ---------

                  Total                                 $ 501,288    $ 501,703
                                                        =========    =========

NOTE 23-          SALES TAX PAYABLE

                  As of March 31, 2001 Imx-eti Life Partners, Inc. estimated an
                  unpaid sales tax liability in excess of $195,000. At the Board
                  of Directors meeting of November 5, 2000 the Board approved a
                  resolution to indemnify the Company's Officers against any
                  claim made or successfully asserted against any Company
                  Officer for any unpaid sales or other tax liability and the
                  costs of defending against the claim.


                                                                              31


<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 23-          SALES TAX PAYABLE (CONT'D)

                  Additionally the Company resolved that if a claim of personal
                  tax liability for which indemnification may be sought against
                  the Company is asserted, the Company Officer shall advise IMX
                  to that effect and shall thereafter permit IMX to participate
                  at its sole expense in the negotiation and settlement of that
                  claim and to join in or assume the defense of any legal action
                  arising there from with counsel selected by IMX and reasonably
                  satisfactory to the Company Officer. The Company Officer may
                  implead IMX in any action that is subject to indemnity.


NOTE 24 -         NOTES PAYABLE

                  Notes payable consist of the following as of December 31,
                  2000:

<TABLE>
<CAPTION>
                                                                                                       PARTIALLY
                                                                                  FULLY                SECURED OR
                                                                                 SECURED               UNSECURED
                                                                                 -------               -----------
                  <S>                                                            <C>                   <C>
                  Non-interest bearing promissory note payable,
                  Pure Distributors, Inc. d/b/a Envion
                  International, payable in 24 monthly installments
                  of $31,250 principal only                                       $  0                 $  718,750


                  Promissory note payable, Wachovia Bank, N.A.,
                  bearing Interest at 9.5% per annum, payable in 24 monthly
                  installments of $8,851 principal and interest.                     0                    175,038

</TABLE>

                                                                              32


<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 24 -         NOTES PAYABLE (CONT'D)

<TABLE>
<CAPTION>

                                                                                                      PARTIALLY
                                                                                    FULLY             SECURED OR
                                                                                   SECURED            UNSECURED
                                                                                   -------            -----------
                  <S>                                                              <C>                  <C>
                  Non-interest bearing promissory note payable, Dri-Kleen, Inc.
                  d/b/a Enviro-Tech International, related to the purchase of
                  inventory. The note is payable as the related inventory is
                  sold by The Company with the balance due and payable 90 days
                  from the inception of the note.                                           0               600,000

                  Non-interest bearing promissory note payable, Vitaquest
                  International, Inc. payable in 12 monthly installments of
                  $6,000 in the first year commencing August 1, 2000, followed
                  by 12 monthly installments of $7,000 commencing August 1,
                  2001, then increasing to monthly installments of $8,000.
                  commencing August 1, 2002 and continuing until the note is
                  paid in full. All overdue amounts are subject to a 5% penalty.            0               192,000

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


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


                                                                                      632,637                     0
</TABLE>

                                                                              33

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)



NOTE 24 -            NOTES PAYABLE (CONT'D)

<TABLE>
<CAPTION>
                                                                                                       PARTIALLY
                                                                                  FULLY                SECURED OR
                                                                                 SECURED               UNSECURED
                                                                                 -------               -----------
                  <S>                                                            <C>                   <C>
                     Non-recourse note payable, Select Benefits, Inc. monthly
                     installments equal to 15% of sales from a select group of
                     clients that pre-existed the acquisition date (Note 1) The
                     note paydown is estimated at $60,000 per year.                           0               188,909

                     Non-interest bearing note payable, Marc Balmuth, with no
                     stated repayment terms.                                                  0                20,000

                     Non-interest bearing notes payable, William
                     Forster, with no stated repayment terms.                            97,000                 4,134

                  Non-interest bearing note payable, Jo Ann Forster,
                  with no stated repayment terms                                         12,500                     0

                  Non-interest bearing loan payable, Distributors,
                  with no stated repayment terms                                              0                 4,707
                                                                                 -----------------     ----------------


                        Total Notes and Loans Payable                                   742,137             1,903,538

                         Less Current Portion                                          (425,000)           (1,350,172)
                                                                                 -----------------     -----------------

                          Non Current Portion                                $          317,137        $      553,366
                                                                                 =================     =================
</TABLE>

                                                                              34

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)



   NOTE 24 -      NOTES PAYABLE (CONT'D)

                  Notes payable consist of the following as of March 31, 2001:

<TABLE>
<CAPTION>

                                                                                                       PARTIALLY
                                                                                  FULLY                SECURED OR
                                                                                 SECURED               UNSECURED
                                                                                 -------               -----------
                  <S>                                                            <C>                   <C>
                  Non-interest bearing promissory note payable,
                  Pure Distributors, Inc. d/b/a Envion International,
                  payable in 24 monthly installments  of $31,250
                  principal only                                                $          0        $      718,750

                  Promissory note payable, Wachovia Bank, N.A.,
                  bearing Interest at 9.5% per annum, payable in
                  24 monthly installments of $8,851 principal and interest.                0               175,038

                  Non-interest bearing promissory note payable,
                  Dri-Kleen, Inc. d/b/a Enviro-Tech International,
                  related to the purchase of inventory. The note is
                  payable as the related inventory is sold by The Company
                  with the balance due and payable 90 days from the
                  inception of the note.                                                   0               600,000
</TABLE>

                                                                              35

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)



NOTE 24 -         NOTES PAYABLE (CONT'D)

<TABLE>
<CAPTION>

                                                                                                       PARTIALLY
                                                                                  FULLY                SECURED OR
                                                                                 SECURED               UNSECURED
                                                                                 -------               -----------
                  <S>                                                            <C>                   <C>

                  Non-interest bearing promissory note payable, Vitaquest
                  International, Inc. payable in 12 monthly installments of
                  $6,000 in the first year commencing August 1, 2000, followed
                  by 12 monthly installments of $7,000 commencing August 1,
                  2001, then increasing to monthly installments of $8,000.
                  commencing August 1, 2002 and continuing until the note is
                  paid in full. All overdue amounts are subject to a 5% penalty.           0               192,000

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


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


                                                                                     632,637                     0


                  Non-recourse note payable, Select Benefits, Inc. monthly
                  installments equal to 15% of sales from a select group of
                  clients that pre-existed the acquisition date (Note 1) The
                  note paydown is estimated at $60,000 per year.                           0               188,909
</TABLE>

                                                                              36

<PAGE>

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

            (Information as of March 31, 2001 and for the three month
              periods ended March 31, 2000 and 2001 are unaudited)


NOTE 24 -         NOTES PAYABLE (CONT'D)

<TABLE>
<CAPTION>
                                                                                                       PARTIALLY
                                                                                     FULLY             SECURED OR
                                                                                    SECURED            UNSECURED
                                                                                    -------            -----------
                  <S>                                                            <C>                   <C>
                  Non-interest bearing note payable, Marc Balmuth, with no
                  stated repayment terms.                                                     0            20,000

                  Non-interest bearing notes payable, William Forster, with
                  no stated repayment terms.                                            132,000             4,134

                  Non-interest bearing note payable, Jo Ann
                  Forster, with no stated repayment terms                                12,500                 0

                  Non-interest bearing loan payable,
                  Distributors, with no stated repayment terms                                0             4,707
                                                                                ---------------      ------------

                           Total Notes and Loans Payable                                777,137         1,903,538

                            Less Current Portion                                       (425,000)       (1,350,172)
                                                                                ---------------      ------------

                             Non Current Portion                                $       352,137      $    553,366
                                                                                ===============      ============
</TABLE>


                                                                              37
<PAGE>


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

General

         The first quarter of 2001 is the first full quarter of operations since
the Company and imx-eti LifePartners, Inc., its wholly owned subsidiary, filed
for protection from their creditors and an opportunity to reorganize under
Chapter 11 of the United States Bankruptcy Act. The Company's other active
subsidiaries, Sarah J, Inc. (d/b/a Mother 2 Be(TM)), Proctozone(TM), Inc.,
Podiatrx(TM), Inc., and IMX Select Benefits Corporation, are not parties to the
bankruptcy proceedings, and maintained minor activity during the period

         Prior to the second quarter of last year, IMX was a development company
primarily engaged in the development of lines of health and beauty products that
the company believes will offer superior benefits to consumers. The Mother 2
Be(R), Proctozone(TM), and Podiatrx(TM) lines were launched in 1999 and 2000.

         During the second and third quarters of last year, the Company,
embarked upon a series acquisitions designed make it a Multi Level Marketing
company with a large North American Independent Distributor network and a modern
manufacturing, warehousing, and distribution facility for its growing array of
proprietary products.

         Unfortunately, delays in the consolidation of the Company's operations
in Boca Raton, Florida and Elbow Lake, Minnesota and failure to secure the
needed $1,500,000 in asset based financing depleted the Company's cash. This,
together with operational difficulties caused by contractual differences with
Envion International at their facility in Nashua, New Hampshire resulted, on
November 20, 2000, in the Company's bankruptcy.

Acquisitions

         During the prior year, the Company purchased the Enviro-Tech
Distribution Network, 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, all of the stock of
Select Benefits Corporation, and became the exclusive worldwide distributor of
all of Envion International's products.

         Enviro-Tech distributed the Dri Wash n' Guard(TM) line of waterless car
and home cleaning products, as well as its proprietary nutritional, vitamin, and
skin care products. Select Benefits provides discount health care memberships
that provide discounts of 10% to 60% for prescription drugs, vision care,
dentistry, chiropractic, hearing, and other health related benefits. Envion's
main products included meal replacement bars and nutritional supplements
marketed under the BioZone(R) and Envitamins(R) names.



<PAGE>


Bankruptcy

         On November 20, 2000 the Company and its wholly-owned subsidiary,
imx-eti LifePartners, Inc. filed voluntary petitions for relief under Chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of Florida, West Palm Beach Division. On December 27,
2000, the Bankruptcy Court ordered the joint administration of the two cases.

         On August 10, 2001, the Company filed its Third Amended Plan of
Reorganization. The Plan provides, in part, for a one for twenty consolidation
of the Company's existing Common Stock, the payment of cash to the Company's
priority and secured creditors, and the issuance to its unsecured creditors of
one share of common stock for each four ($4) dollars of debt. Under the Plan,
Cater Barnard and Envesta, plc, a related company, will transfer assets valued
at $27,000,000 to the Company in exchange for a package of Company notes,
Company Common Stock valued at four ($4) dollars per share, and shares of a new
class of Preferred Stock convertible into shares of Common Stock at four ($4)
dollars per share. The cash needs of the plan are being funded by the purchase
of approximately 75,000 shares of common stock at four ($4) dollars per share by
Cater Barnard, plc. If additional funds are required for the Plan, Cater Barnard
will purchase shares of the Company's new class of Preferred Stock.

         On September 10, 2001, the Bankruptcy Court dismissed imx-eti
LifePartners, Inc.'s Bankruptcy Case.

         On September 26, 2001, after a hearing, the Court confirmed the Plan.
The order was entered on October 11, 2001. It is expected that the Plan will be
declared effective during October 2001.

         On September 30, 2001, the Company, Cater Barnard, and Envesta executed
an agreement for the transfer of the assets. The closing is anticipated during
October 2001.

Post Bankruptcy Activities

         On December 1, 2000 the Company entered into an agreement with
Dri-Kleen Inc. (Dri-Kleen) whereby Dri-Kleen would operate the business of
marketing Dri Wash N' Guard products and other non Dri-Wash products (the
"Operating Agreement"). Dri-Kleen will operate the voice-mail, e-mail and toll
free numbers. The operation of the business also includes payment by Dri-Kleen,
Inc. of all operational expenses including those associated with the Elbow Lake,
Minnesota facility. As remuneration for its services Dri-Kleen will receive
ninety-seven percent of the net sales, defined as retail sales less forty
percent, during the agreement term from all sales generated through its
operation of the Dri Wash N Guard business and the other non Dri-Wash products.
The Company will receive three percent of all net commissionable sales.

         During the first quarter, the Company received $17,381 under this
contract.


<PAGE>

          Results of Operations

          For the three months March 31, 2001, consolidated net sales were
approximately $34,000, as compared to $231,000 for the same period ended March
31, 2000. This decrease was primarily due to the reduction of Company activity
after the bankruptcy filing.

          Gross profit margin for the three months ended March 31, 2001 was 94%
compared to 65% for the same period ended March 31, 2000. The increased profit
margins appeared because the sales figure includes proceeds received from
Dri-Kleen without any offsetting cost.

         Total operating expenses for the three months ended March 31, 2001 were
approximately $213,000. This compares with approximately $833,000 for the same
period last year. The decrease is attributed to personnel and operating
reductions as the Company adjusted to its bankruptcy.

         The net loss from operations was approximately $(181,000) for the three
months ended March 31, 2001, compared with $(683,000) for the same period ended
March 31, 2000. Reduction of the overall level of Company activity has reduced
its losses.


          Liquidity and Capital Resources

          At March 31, 2001, the Company's financial condition included working
capital of approximately $(4,230,000) million as compared to approximately $
(4,100,000) million at December 31, 2000. Net cash used by operating activities
for this quarter was approximately $(49,000), compared with approximately $(1,
260,000) during the three months ended March 31, 2000. The overall lack of
activity in 2001 is due to the operation of the Company primarily as a
debtor-in-possession.

         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, 5, and 6 are omitted as they are either not applicable or
have been included in Part I.

Item 2 (c) Recent Sales of Unregistered Securities

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


<PAGE>


                                   SIGNATURES

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

                               IMX PHARMACEUTICALS, INC

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