IMMULABS CORP



                           Filing Type: 10KSB
                           Description: Annual Report
                           Filing Date: March 29, 2002
                           Period End: Dec 31, 2001


                Primary Exchange: Over the Counter Bulletin Board
                                  Ticker: IMLB



<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10-KSB

  (Mark one)
   XX           ANNUAL  REPORT  UNDER  SECTION  13  OR  15(d)  OF THE SECURITIES
--------------  EXCHANGE ACT OF 1934
(Fee required)          For the fiscal year ended December 31, 2001
                                                  -----------------

                TRANSITION  REPORT  UNDER  SECTION 13 OR  15(d)  OF THE EXCHANGE
--------------  ACT OF 1934

For the transition period from ______________ to ______________

                         Commission File Number: 0-26760

                              IMMULABS CORPORATION
                     (Formerly NORTH AMERICAN RESORTS, INC.)
         Colorado                                             84-1286065
--------------------------                            --------------------------
 (State of incorporation)                              (IRS Employer ID Number)

            Suite 222 - 99 Begin St., Coquitlam, B.C. Canada V3K 6S5
                    -----------------------------------------
                    (Address of principal executive offices)

                                  (604)526-3567
                           (Issuer's telephone number)

         Securities  registered under Section 12(b) of the Exchange Act Title of
each class Name of each exchange on which registered
      Common Stock                               NASDAQ EXCHANGE
      ------------                               ---------------
       39,097,661

   Securities registered pursuant to Section 12 (g) of the Exchange Act: None

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES X NO
                                                             ---  ---
Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  Registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. X
                              ---

State issuer's revenues for its most recent year. (0)
                                                  ---
State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days. March 8,2002 $1,634,640.

The bid and asked price of the Company's stock as of March 8, 2002 was $0.05.

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: March 8, 2002 39,097,661 common stock.

Transitional Small Business Disclosure Format (check one): YES    NO X
                                                              ---   ---

<PAGE>

                                TABLE OF CONTENTS

ITEM NUMBER                                                                 PAGE
-----------                                                                 ----

PART 1

1. Description of Business                                                    3

2. Description of Property                                                    4

3. Legal Proceedings                                                          5

4. Submission of matters to a Vote of Shareholders                            5


PART 11

5. Market for Company's Common Stock
   and Related Stockholder Matters                                            5

6. Management's Discussion and Analysis
   or Plan of Operation                                                       8

7. Index to Financial Statements                                             11

8. Changes In and Disagreements with Accountants on
   Accounting and Financial Disclosure                                       11

PART III

9.  Directors, Executive Officers and Control Persons;
    Compliance with Section 16(b) of the Exchange Act.                       11

10. Executive Compensation                                                   11

12. Security Ownership of Certain Beneficial
    Owners and Management                                                    12

13. Certain Relationships and Related Transactions                           12

14. Exhibits and Reports on Form 8-K                                         12

Signatures                                                                   12


                                       2

<PAGE>


                  Caution Regarding Forward-Looking Information
                  ---------------------------------------------

This annual report contains certain  forward-looking  statements and information
relating  to the  Company  that  are  based on the  beliefs  of the  Company  or
management as well as assumptions made by and information currently available to
the Company or management.  When used in this document,  the words "anticipate",
"believe",  "estimate",  "expect" and "intend" and similar expressions,  as they
relate  to  the   Company  or  its   management,   are   intended   to  identify
forward-looking  statements.  Such  statements  reflect the current  view of the
Company regarding future events and are subject to certain risks,  uncertainties
and assumptions, including the risks and uncertainties noted. Should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove incorrect,  actual results may vary materially from those described herein
as anticipated,  believed,  estimated,  expected or intended.  In each instance,
forward-looking  information  should be considered in light of the  accompanying
meaningful cautionary statements herein.

PART 1 - BUSINESS

(1) General:

         Immulabs  Corp.  was  originally  incorporated  in  Colorado in 1985 as
Gemini  Ventures,Inc..  The name was changed in 1989 to Solomon Trading Company,
Ltd., in 1994 to the Voyageur  First,  Inc., in 1995 to North American  Resorts,
Inc.  Effective  September  1, 2000,  as filed with the State of  Colorado,  the
Company changed its name to Immulabs Corp.

         On May 30, 2000, the Company entered into a Stock Acquisition Agreement
with the present owner for the purchase of 9,500,000  post-reverse  split shares
of restricted,  unregistered  common stock for total proceeds of $75,000. At the
date of this transaction, the "fair market value" of the common stock issued was
approximately  $118,750,  based on the  discounted  quoted  closing price of the
Company's common stock.

         On  February  1,  2000,  the  Company in an effort to seek and obtain a
suitable  merger or  acquisition  agreement  with an  on-going  privately  owned
business,  issued 2,000,000  pre-reverse split shares (2,000  post-reverse split
shares) of unregistered,  restricted common stock into the escrow account of the
Company's  corporate  attorney.  The attorney was  responsible  for securing the
Company's  books  and  records,   validating  the  Company's  corporate  status,
procuring the services of a qualified  independent  certified accounting firm to
audit  the  Company's  financial  statements,   facilitate  the  filing  of  all
delinquent  reports with the US Securities and Exchange  Commission and evaluate
potential private companies for either merger or acquisition.

         In November  2000,  Immulabs  acquired the exlusive  rights to purchase
technologies  developed  by Quest  Research  Group,  Inc.  ("Quest")  of Boston,
Massachusetts,  and to buy up to 100% of the  company  itself.  Quest's  biotech
research had resulted in the development of two  technologies of interest to the
Company, which the Company sought to commercialize.

   The first technology was the NTAssayTM - a new bioassay  procedure that
affords  researchers the ability to harvest human oral neutrophilis (white cells
essential to the human immune  system) and keep them ion a living,  viable state
outside  the  body.  Researchers  may  then  test the  effects  that  toxins  or
pollutants  have on this  vital  part of the  immune  system  without  having to
introduce  toxins or  pollutants  into a living  body.  Immulabs  believes  that
interest in the NTAssay (TM) would be worldwide.


                                       3
<PAGE>

         The second technology was developed through research incorporating the
NTAssay(TM). Using the NTAssay(TM), Quest Research found that the smoke from
just one cigarette severely and permanently damages white cells and thus,
degrades the immune system. While it was common knowledge that cigarette smoke
is dangerous and damaging, it was not commonly known that the smoke could also
directly impair the body's ability to fight disease.

         With this knowledge and again using the NTAssay(TM), Quest developed an
improved  cigarette  filter  that  was  able to  selectively  remove  the  toxic
ingredients  in cigarette  smoke  responsible  for this white cell  destruction.
White cells exposed to normal  cigarette smoke from all brands tested,  filtered
or not, were  devastated.  But exposure to smoke filtered by the improved filter
(named the Sensi  Filter(TM) left the exposed white cells viable and functioning
normally.

         With the  exclusive  rights to acquire  secured,  the  Company had been
performing its due diligence pursuant to its option contract with Quest in order
to evaluate the technology and develop its commercialization  strategy. However,
Quest  informed  the  Company  in  February  2001  that it took  issue  with the
Company's performance under the present option agreement and wished to terminate
the same.  In its legal  review of this  matter,  the Company  discovered  other
resulting  legal  issues  related to the  position  which the Company  planed to
advance in this regard,  and contacted Quest to seek mediation or arbitration as
provided for in the option  agreement,  and is still awaiting  formal reply from
Quest.

         In furtherance of its emphasis on health and wellness, the Company last
year began  considering and evaluation  potential  opportunities  in the area of
improved lifestyles for the aging population. In particular, it has directed its
focus to the assisted living  facilities  industry,  and the possibility it sees
therein for  integration of its concepts of improvement of health and quality of
life. The Company continues to seek out opportunities in this area.

ITEM 2 - PROPERTY

The Company owns no property as of December 31, 2001; but maintains headquarters
at 222 - 99 Begin St., Coquitlam, BC, Canada V3K 6R5.


                                       4
<PAGE>

ITEM 3 - LEGAL PROCEEDINGS:

         To the best of knowledge of the Officers and  Directors of the Company,
neither the Company nor any of its  Officers  and  Directors  are parties to any
legal  proceeding  or litigation  other than as described  below.  Further,  the
Officers and Directors know of no threatened or contemplated  legal  proceedings
or litigation other than as described below.  None of the Officers and Directors
has been  convicted  of a felony  and none has been  convicted  of any  criminal
offense,  felony or  misdemeanor,  relating  to  securities  or  performance  in
corporate  office.  To the best of knowledge of the Officers and  Directors,  no
investigations of felonies,  misfeasance in office or securities  investigations
are either pending or threatened at the present time.

         The Company has been perusing arbitration,  mediation action to resolve
         the option agreement  dispute with Quest Research Group Inc. of Boston,
         Mass.  Quest Research Group Inc.  informed the Company  February,  2001
         that it took  issue with the  present  option  agreement  and wished to
         terminate the same. The Company had discovered  other  resulting  legal
         issues related to the position which the Company plans to advance,  and
         while awaiting  formal reply from Quest,  has learned that Quest has no
         assets, so it is unlikely that the Company can recover any damages.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

There were no matters put forward to shareholder vote during the year.

PART 11

ITEM 5 - MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED MATTERS:

DESCRIPTION OF SECURITIES:

General

         The Registrant's Articles of Incorporation,  as amended,  authorize the
issuance  of  300,000,000  shares of  common  stock of $0.001  par  value,  with
39,097,661  shares  issued and  outstanding  as of December 31, 2001.  There are
currently  issued and  outstanding  39,097,661  as of March 8,  2002.  There are
50,000,000  authorized  shares of Preferred  stock of no par value and no issued
and outstanding shares at December 31, 2001.

As at December 31, 2001 there are no outstanding warrants.




                                       5
<PAGE>
<TABLE>
<CAPTION>


As at December 31, 2001 there were 1,437,272  outstanding  options per the table
below:

------------ -------- -------- ---------- -------- -------- -------- --------- ----------
Options      Grant    Exercise Exercise   Exercise Exercise Proceeds Pre-split Post-Split
Holder       Date     Number   Price(1)   Date     Number            Balance   Balance
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
<S>          <C>      <C>      <C>        <C>      <C>      <C>      <C>       <C>
Bruce        6/30/00  150,000  $1.00      6/30;7/6 150,000  $150,000 0         0
Deildal
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
B.Traub      8/31/00  300,000  $5.50;0.80 9/11/00  180,682  (2)      119,318   477,272
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
Bart         10/27/00 100,000  $$5.00     10/27/00 20,000   $100,000 80,000    320,000
Deildal
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
                               $1.25;0.75 11/2/00  20,000   $25,000            300,000
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
Bruce        10/26/00 100,000  $0.80               0                 100,000   400,000
Deildal
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
R.Monson     11/3/00  10,000   $0.75               0                            10,000
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
W.Gacsi      11/3/00  10,000   $0.75               0                            10,000
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
E.Luthy      11/3/00  10,000   $0.75               0                            10,000
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
P.Ferronato  11/3/00  10,000   $0.75               0                            10,000
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
W.Gacsi      1/23/01  10,000   $0.75               0                            10,000
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
R.Monson     1/23/01  10,000   $0.75               0                            10,000
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
B.Traub      3/16/01  200,000  $0.001              0                           200,000
------------ -------- -------- ---------- -------- -------- -------- --------- ----------
</TABLE>

         (1)      Option  grants dated  before  November 1, 2000 are reported at
                  pre-split  and  post-split  prices.  On January  23,  2001 all
                  qualified  and  non-qualified  stock  options were reprises to
                  $0.80 and $0.75 respectively.

         (2)      The Company's debt to Mr. Traub  ($993,750) was retired by way
                  of Mr. Traub exercising stock options.

The  Registrant's  common stock currently trades on the OTC Bulletin Board under
the  trading  symbol  IMLB.  It had traded on the OTC  Bulletin  Board under the
trading symbol NIAR until  February 2000,  when it was placed on the Pink sheets
for  failure  to make  the  necessary  SEC  filings  in a  timely  manner.  Upon
completion  of the SEC filings,  the Company was placed back of the OTC Bulletin
Board during May, 2000.

The following tables sets forth the range of high and low closing bid prices for
the  common  stock for the  periods as  reported  by Big  Charts.com  Historical
Quotes.

                                                 Common Stock
Calendar Year 2001                          Low               High
------------------                          ---               ----
First Quarter                               $1.1875           $0.375
Second Quarter                              $0.375            $0.28
Third Quarter                               $0.28             $0.15
Fourth Quarter                              $0.15             $0.09
Calendar year 2000                          Low               High
------------------                          ---               ----
First Quarter                               $0.005            $0.025
Second Quarter                              $0.0156           $8.50
Third Quarter                               $4.75             $8.50
Fourth Quarter*                             $1.125           $2.906
*Post 4 for 1 forward stock split November 2, 2000


                                       6
<PAGE>

COMMON STOCK

Each outstanding share of common stock is fully paid and non-assessable, and the
holders  thereof  are  entitled  to  one  vote  per  share  at  all  meeting  of
shareholders.  All shares are equal to each  other  with  regard to  liquidation
rights and  dividends.  The Articles of  Incorporation  of the Registrant do not
include  preemptive rights to purchase any additional shares of common stock and
do not provide for cumulative voting in the election of directors.  In the event
of liquidation,  dissolution or winding up of the Registrant,  holders of common
stock will be  entitled  to receive on a pro rata basis all of the assets of the
Registrant  after  satisfaction  of all  liabilities,  subject  to the rights of
holders of Preferred stock.

PREFERRED STOCK

As of  December  31,  2001 there were no shares of  Preferred  stock  issued and
outstanding.  During  the year  2000,  482,815  shares of  Preferred  stock were
converted  to  common  stock on the  books of the  Company,  under the terms and
conditions of said Preferred stock.

Dividends

Holders of the common stock are entitled to share equally in dividends  when, as
and if  declared  by the  Board of  Directors  of the  Registrant,  out of funds
legally  available  therefore.  No dividend  has been paid on common stock since
inception, and none is contemplated in the foreseeable future.

Transfer Agent

The  Registrant's  Transfer Agent is Signature Stock Transfer,  Inc.  located at
14675 Midway Road, Suite 221, Dallas, Texas 75244.



SALES OF SECURITIES:

Pursuant to an open  Registration  Statement  on Form S-8,  the  Company  issued
common  stock to the  following  individuals  or  entities  for  either  cash or
professional services:

During  the  year  the  Company  issued a total of  140,833  shares  to  various
consultants  at a total fair market value of $59,840 for investor  relations and
financial advisory services:

From  January  3 to  January  17,  2001  the  Company  issued  a total  of 7,500
restricted common shares to Meegan Capital Group for consulting services.

On  February  5, 2001 the Company  issued a total of 133,333  restricted  common
shares (American Investment  Services,  Inc.- 66,667; Barry Migliorini - 33,333;
Joe Stapley - 33,333) for financial advisory services.

On January 23, 2001 the Company  reprised all  outstanding  2000  Qualified Plan
stock options to $0.80 and 2000 Non-Qualified stock options to $0.75.

On January 23, 2001 the Company granted non-qualified options to purchase 10,000
shares  each at an  exercise  price of $0.75 per share to  directors,  Warren C.
Gasci and Richard Monson.

On March 16, 2001 the Company  non-qualified  options to purchase 200,000 shares
at an exercise price of $0.001 per share to Ben Traub for consulting services.


                                       7
<PAGE>

ITEM 6 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:

The current  management  group intends to actively to seek,  investigate and, if
warranted,  acquire  an  interest  in  one or  more  business  opportunities  or
ventures. As of the date hereof, the Company's primary area of activity has been
in the biotechnology  arena,  whereby the company has been engaged in seeking to
acquire and commercialize discoveries involving the immune system. The Company's
mission  over  the  past  year  has  been  primarily  to  acquire  revolutionary
BioTech/BioMed  technologies that are near market readiness and to develop those
technologies  for  global  commercialization.  To this end,  in  November  2000,
Immulabs  acquired the exclusive  rights to purchase  technologies  developed by
Quest Research Group, Inc. ("Quest") of Boston, Massachusetts,  and to buy up to
100% of the  company  itself.  Quest's  biotech  research  had  resulted  in the
development of two  technologies  of interest to the Company,  which the Company
sought to commercialize.

         The first  technology is the NTAssayTM - a new bioassay  procedure that
affords  researchers the ability to harvest human oral neutrophils  (white cells
essential  to the human immune  system) and keep them in a living,  viable state
outside  the  body.  Researchers  may  then  test the  effects  that  toxins  or
pollutants  have on this  vital  part of the  immune  system  without  having to
introduce  toxins or  pollutants  into a living  body.  Immulabs  believes  that
interest in the NTAssay(TM) will be worldwide.

         The second technology was developed through research  incorporating the
NTAssay(TM).  Using the  NTAssay(TM),  Quest  Research found that the smoke from
just one  cigarette  severely  and  permanently  damages  white  cells and thus,
degrades the immune system.  While it was common  knowledge that cigarette smoke
is dangerous  and  damaging,  it was not commonly  known that the smoke can also
directly impair the body's ability to fight disease.

         With this knowledge and again using the NTAssay(TM), Quest developed an
improved  cigarette filter that able to selectively remove the toxic ingredients
in cigarette smoke that are responsible for this white cell  destruction.  White
cells exposed to normal cigarette smoke from all brands tested, filtered or not,
were  devastated.  But exposure to smoke filtered by the improved  filter (named
the Sensi  Filter(TM))  left the  exposed  white  cells  viable and  functioning
normally.

         With the  exclusive  rights to acquire  secured,  the  Company had been
performing its due diligence pursuant to its option contract with Quest in order
to evaluate the technology and develop its commercialization  strategy. However,
Quest  informed  the  Company  in  February,  2001 that it takes  issue with the
Company's performance under the present option agreement and wishes to terminate
the same. In its legal review of this matter,  the Company has discovered  other
resulting  legal  issues  related to the  position  which the  Company  plans to
advance in this regard, and has contacted Quest to seek mediation or arbitration
as  provided  for in the option  agreement.  The Company is waiting for a formal
reply in this regard from Quest.  However, it appears that Quest continues to be
desirous of a repudiation/cancellation of the contract.


                                       8
<PAGE>

         In furtherance of its emphasis on health and wellness,  the Company has
recently begun considering and evaluating potential opportunities in the area of
improved lifestyles for the aging population. In particular, it has directed its
focus to the assisted living  facilities  industry,  and the possibility it sees
therein for  integration of its concepts of improvement of health and quality of
life.  No final  decisions in this respect have been made as of the time of this
writing.

Other than the above-noted, the Company has no operating assets and has no other
business opportunities or ventures under contemplation for acquisition. However,
in the  above-noted  industries,  the Company  does propose to  investigate  new
potential  opportunities in the form of businesses,  investors or entrepreneurs,
with a concept  which has not yet been  placed in  operation,  or in the form of
firms which are  developing  companies in need of limited  additional  funds for
expansion into new products or services,  and which are seeking to develop a new
product  or  service.  The  Registrant  may  also  seek to  acquire  established
businesses or revenue-generating  properties which are available for purchase or
joint-venture.  These may  include  ones  which are  experiencing  financial  or
operational  difficulties and are in need of the limited  additional capital the
Registrant could provide.

The Registrant anticipates that it will seek to merge with an existing business.
After  the  merger,  the  surviving  entity  will  be the  Registrant  (Immulabs
Corporation);   however,  management  from  the  acquired  entity  will  in  all
likelihood operate the Registrant.  There is, however, a remote possibility that
the  Registrant  may seek to acquire and operate an ongoing  business,  in which
case the existing management might also be retained.

Due to  the  absence  of  capital  available  for  investment  by the
Registrant,  the types of  businesses  seeking to be acquired by the  Registrant
will no doubt be smaller businesses. In light of the downturn in the current
market for publicly-traded securities as a whole, the Company will , if possible
on terms favorable to the Company, likely give priority to businesses with a
reduced risk profile and increased security for investors. In all likelihood,
chosen business opportunities will involve the acquisition of or merger with
corporation(s) which do not need additional cash but which desire to establish a
public trading market for its Common Stock. Accordingly, the Registrant's
ability to acquire any business of substance may be extremely limited.

It is the intent of the current management to continue seeking further suitable
situations for merger or acquisition. Further, the Registrant is dependent upon
management and/or significant shareholders to provide sufficient working capital
to preserve the integrity of the corporate entity during this phase. It is the
intent of management and significant shareholders to provide sufficient working
capital necessary to support and preserve the integrity of the corporate entity.

However,  there is no assurance that the Registrant will be able to structure or
finance and/or acquire any business opportunity or venture.

The Company has few ongoing  material  contractual  agreements.  Its  management
agreement with Cyclone  Financing  Group Inc.  ("Cyclone"),  dated July 1, 2000,
provided for a monthly  charge to the Company of $50,000.00  for all  management
and  incubation  services  including   accounting,   general  legal,   complianc
administrative,  communications,  clerical, mergers and acquisitions advise, and
other  necessary and incidental  services.  This contract was amended January 1,
2001 to provide for a reduced monthly fee of $30,000.00 for these services;  but
was terminated on March 15, 2001 by mutual agreement.

On March 16, 2001 the Company entered into a management  services agreement with
Aggressive  American  Capital  Partners,  Inc.  for  the  provision  of  similar
services,  at the rate of $30,000.00 per month.  In addition the Company entered
into a one-year  employments  agreement with its president for  remuneration  of
$10,000.00 per month.

For this and any other material commitments of the Company, the Company,  facing
a  difficult  financial  environment  in the public  markets,  may  require  the
assistance  of  management  and  significant  shareholders  to  continue to meet
financial  obligations  and other needs within the  near-term.  The Company does
intend,  however,  to first attempt to raise further  financing  through private
placements with accredited investors.

                                       9
<PAGE>

Change of Control:

There was no change of control during 2001.

Risk Factors:

Many  important  factors may affect the Company's  likelihood of future  success
including;  difficulties  in  successfully  raising capital (given the Company's
lack of operating history,  lack of profitable  operations presently and for the
foreseeable future and limitations on the market for the Company's  securities),
in  developing  and  commercializing  its  products  (including  the  ability to
overcome  technical hurdles that may arise), in meeting  applicable  existing or
new  regulatory  standards,  in  receiving  required  regulatory  approvals,  in
obtaining  necessary  patents and  licenses,  in defending  against  third party
infringement  of  patents  and  licenses,  in  protecting  itself  from  costly,
unforeseen  legal disputes,  in producing  products in commercial  quantities at
reasonable  costs,  in  competing  successfully  against  other  products and in
marketing products successfully and in successfully addressing the concerns and/
or  obtaining  the  support of lobbies  in  various  countries.  There can be no
assurance  that the  Company  will be  successful  in its efforts to develop and
commercialize  new  products.  Most  importantly  at this stage,  the  Company's
success and each step required to achieve such success depends on its ability to
raise  significant  further  financing  on an  ongoing  basis  and  there  is no
guarantee  it will be able to do so.  The  company  is still in the  development
stage  and has no  revenues.  Additionally,  funds  may be  raised  through  the
issuance of equity shares and such securities might have rights,  preferences or
privileges  senior to its common  stock and will  likely  result in  dilution to
existing shareholders. The Company is therefore subject to a number of known and
unknown risks and uncertainties  that could cause actual operation or results to
differ materially from those that are anticipated.

Risk Factors:

Many  important  factors may affect the Company's  likelihood of future  success
including;  difficulties  in  successfully  raising capital (given the Company's
lack of operating history,  lack of profitable  operations presently and for the
foreseeable future and limitations on the market for the Company's  securities),
in  developing  and  commercializing  its  products  (including  the  ability to
overcome  technical hurdles that may arise), in meeting  applicable  existing or
new  regulatory  standards,  in  receiving  required  regulatory  approvals,  in
obtaining  necessary  patents and  licenses,  in defending  against  third party
infringement  of  patents  and  licenses,  in  protecting  itself  from  costly,
unforeseen  legal disputes,  in producing  products in commercial  quantities at
reasonable  costs,  in  competing  successfully  against  other  products and in
marketing products successfully and in successfully addressing the concerns and/
or  obtaining  the  support of lobbies  in  various  countries.  There can be no
assurance  that the  Company  will be  successful  in its efforts to develop and
commercialize  new  products.  Most  importantly  at this stage,  the  Company's
success and each step required to achieve such success depends on its ability to
raise  significant  further  financing  on an  ongoing  basis  and  there  is no
guarantee  it will be able to do so.  The  company  is still in the  development
stage  and has no  revenues.  Additionally,  funds  may be  raised  through  the
issuance of equity shares and such securities might have rights,  preferences or
privileges  senior to its common  stock and will  likely  result in  dilution to
existing shareholders. The Company is therefore subject to a number of known and
unknown risks and uncertainties  that could cause actual operation or results to
differ materially from those that are anticipated.


                                       10
<PAGE>

ITEM 7 - INDEX TO FININCIAL STATEMENT:

The  required  accompanying  financial  statements  begin  on  page  F-1 of this
document preceeded by report of independent auditors.

ITEM 8 -  CHANGES  IN ACCOUNTANTS

There  was no change in  accountants  during  the year  2001.  Manning  Elliott,
Chartered Accountants continues to serve as the Company auditors.

PART III

ITEM 9 - OFFICERS AND DIRECTORS:

The current officers and directors of Registrant are as follows:

    Name                        Position
Bruce Deildal          President, Chief Executive Officer and Director
Ellen Luthy            Secretary-Treasurer, Chief Financial Officer and Director
Warran C. Gacsi        Director

From  August 28,  2000 to April 30,  2001 Mr.  Richard  Monson  also served as a
director of the Company.

ITEM 10 - EXECUTIVE COMPENSATION:

None  of  the  current  officers  or  directors  receives  or has  received  any
compensation or salary from the  Registrant.  The Registrant does not anticipate
entering  into  Employment  Agreements  with  any of  its  current  officers  or
directors in the near future.  Directors do not receive  compensation  for their
services as directors and are not reimbursed for expenses  incurred in attending
Board meetings.


                                       11
<PAGE>

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 8, 2002 the outstanding common stock
owned of record or  beneficially  by each Executive  Officer and Director and by
each person who owned of record,  or was known by us to own  befeficially,  more
than 5% of common stock,  and the  shareholdings  of all Executive  Officers and
Directors as a group on a fully diluted basis.

                                        Number of
       Name                            Shares owned       Class     Percent
       ----                            ------------      -------    -------

Bruce Deildal                            32,512,800      Common      83.15%
 Includes (31,940,000 shares -Aggressive American Partners Inc.)

Ellen Luthy
      Secretary-Treasurer and Director      110,000      Common        .28%

Warren C. Gacsi
      Director                               33,600      Common        .18%
                                                                     ------

Group Total                                                          83.61%
                                                                     ------


ITEM 14 - EXHIBITS AND REPORTS ON FROM 8-K

(a)      The following documents are filed as Exhibits to this Registration.


         Exhibit  Management  Agreement - Aggressive  American Capital Partners,
         Inc.

(b)      Reports on Form 8-K; None

                                   SIGNATURES

         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the Registrant caused this Registration  Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

IMMULABS CORPORATION

By  /s/  Bruce Deildal                                     Dated: March 22, 2002
   -------------------------------
         Bruce Deildal, President

By  /s/  Ellen Luthy                                       Dated: March 22, 2002
   -------------------------------
         Ellen Luthy, Secretary

By  /s/  Warren C. Gacsi                                   Dated: March 22, 2002
   -------------------------------
         Warren C. Gacsi, Director



                                       12
<PAGE>

   MANNING ELLIOTT           11TH floor, 2050 West Pender Street, Vancouver, BC,
                             Canada V6E 3S7
CHARTERED ACCOUNTANTS        Phone:604.714.3600 Fax:604.714.3669
                             Web:manningelliottcom

                         Report of Independent Auditors'
                         -------------------------------


To The Board of Directors and Stockholders
of Immulabs Corporation
(A Development Stage Company)

We have  audited the  accompanying  balance  sheets of Immulabs  Corporation  (A
Development  Stage  Company) as of December  31, 2001 and 2000,  and the related
statements of operations, stockholders' equity and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
used in the United States.  Those standards require that we plan and perform the
audit to obtain reasonable  assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates by management,  as well as evaluating the overall financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Immulabs  Corporation  (A
Development  Stage  Company),  as of December 31, 2001 and 2000, and the related
statements of operations, stockholders' equity and cash flows for the years then
ended, in conformity with generally accepted  accounting  principles used in the
United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements, the Company has losses from operations since inception, no source of
revenues and insufficient  working capital  available to meet ongoing  financial
obligations  over the next fiscal year.  These factors raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
in  regard  to these  matters  are also  discussed  in Note 1.  These  financial
statements do not include any adjustments which might result from the outcome of
this uncertainty.



Chartered Accountants

Vancouver, Canada

March 19, 2002


<PAGE>
<TABLE>
<CAPTION>

Immulabs Corporation
(A Development Stage Company)
Balance Sheets


                                                                   As at         As at
                                                                December 31,  December 31,
                                                                    2001          2000
                                                                     $             $
<S>                                                             <C>           <C>
ASSETS

Current Assets

Cash                                                                2,276        55,838
---------------------------------------------------------------------------------------

Total Assets                                                        2,276        55,838
---------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

Accounts payable (Notes 3(b)(vi) and 5(b))                        472,597           366
Accrued liabilities                                                 3,792         5,000
Due to a related party (Note 4)                                    32,400        15,000
---------------------------------------------------------------------------------------
Total Liabilities                                                 508,789        20,366
---------------------------------------------------------------------------------------

Stockholders' Equity (Deficit)

Preferred stock - no par value 50,000,000 shares authorized;
none issued                                                          --            --

Common  Stock, $0.001 par value 300,000,000 shares
authorized 39,097,661 and 39,161,428 shares issued and
outstanding, respectively                                          39,098        39,161

Additional Paid-in Capital                                      6,711,536     6,734,583

Stock based compensation                                        1,873,815     2,058,989

Deficit Accumulated During the Development Stage               (9,130,962)   (8,797,261)
---------------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit)                             (506,513)       35,472
---------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity (Deficit)                2,276        55,838
---------------------------------------------------------------------------------------
</TABLE>

Commitments and Contingencies (Notes 1 and 5)



                                      F-1

   (The accompanying notes are an integral part of the financial statements)

<PAGE>
<TABLE>
<CAPTION>

Immulabs Corporation
(A Development Stage Company)
Statements of Operations


                                                   Accumulated from
                                                   November 1, 1985       For the Years
                                                 (Date of Inception)          Ended
                                                   to December 31,         December 31
                                                         2001           2001          2000
                                                          $              $              $
<S>                                              <C>                    <C>            <C>

Revenue                                                   --             --             --
--------------------------------------------------------------------------------------------
Expenses

General and Administrative

Accounting and audit                                    25,800          7,600         18,200
Amortization                                             2,833           --              567
Financial services                                      56,266         56,266           --
Investor relations                                     170,786         15,144        155,642
Legal (Note 3(b)(iii))                               1,013,007          1,221      1,011,786
Management fees (Notes 5(a) and (b))                   492,000        322,000        170,000
Office                                                   2,187          1,994            193
Salaries                                               104,500        104,500           --
Stock based compensation (Note 3(b)(ii) and (c))     1,873,815       (185,174)     2,058,989
Transfer agent and regulatory                           12,638          2,340         10,298
Travel and promotion                                     7,111          3,310          3,801
--------------------------------------------------------------------------------------------
                                                     3,760,943        329,201      3,429,476
--------------------------------------------------------------------------------------------
Selling and Marketing

Advertising                                             89,238           --           89,238
Marketing                                               13,500          4,500          9,000
Option agreement written-off                            15,000           --           15,000
--------------------------------------------------------------------------------------------
                                                       117,738          4,500        113,238
--------------------------------------------------------------------------------------------
Total Expenses                                       3,878,681        333,701      3,542,714
--------------------------------------------------------------------------------------------
Loss from Continuing Operations                     (3,878,681)      (333,701)    (3,542,714)

Loss from Discontinued Operations                   (5,252,281)          --          (60,000)
--------------------------------------------------------------------------------------------

Net Loss For the Period                             (9,130,962)      (333,701)    (3,602,714)
--------------------------------------------------------------------------------------------


Net Loss Per Share - Basic                                              (0.01)         (0.19)
--------------------------------------------------------------------------------------------


Weighted Average Shares Outstanding                                39,086,000     20,000,000
--------------------------------------------------------------------------------------------
</TABLE>

(Diluted loss per share has not been presented as the result is anti-dilutive)


                                       F-2
    (The accompanying notes are an integral part of the financial statements)

<PAGE>
<TABLE>
<CAPTION>

Immulabs Corporation
(A Development Stage Company)
Statement of Changes in Stockholders' Equity


                                                                                                     Additional
                                               Preferred Stock                 Common Stock            Paid-in      Accumulated
                                            Shares         Amount         Shares         Amount        Capital        Deficit
                                              #              $              #              $              $              $
<S>                                         <C>           <C>             <C>            <C>           <C>          <C>
Balance at December 31, 1999                     483      1,471,583        415,268            415      3,723,116     (5,194,547)
Issuance of common stock for services           --             --            8,000              8         13,592           --
Conversion of preferred stock to
  common on a 1 for 1 basis                     (483)    (1,471,583)         1,932              2      1,471,581           --
Issuance of common stock for cash               --             --       38,000,000         38,000         37,000           --
Issuance of common stock for cash
  pursuant to options exercised                 --             --          680,000            680        249,320           --
Issuance of common stock for
  settlement of debt pursuant to
  options exercised                             --             --          722,728            722        993,028           --
Issuance of common stock for services
  (Note 3(b)(iv))                               --             --           24,000             24         34,476           --
Common stock cancelled and returned to
  treasury                                      --             --       (1,200,000)        (1,200)          --             --
Reissuance of common stock previously
  returned to treasury                          --             --          300,000            300            900           --
Issuance of common stock for cash
  pursuant to options exercised                 --             --           20,000             20         24,980           --
Issuance of common stock for services           --             --          189,500            190        186,590           --
Net loss for the year                           --             --             --             --             --       (3,602,714)
-------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2000                    --             --       39,161,428         39,161      6,734,583     (8,797,261)
Issuance of common stock for services           --             --          140,833            141         59,699           --
Common stock cancelled and returned to
  treasury pursuant to options
  rescinded (Note 3(b)(vi))                     --             --         (204,600)          (204)       (82,746)          --
Net loss for the year                           --             --             --             --             --         (333,701)
-------------------------------------------------------------------------------------------------------------------------------

Balance at December 31, 2001                    --             --       39,097,661         39,098      6,711,536     (9,130,962)
===============================================================================================================================
</TABLE>


The number of shares  issued has been  restated  to reflect a  consolidation  of
common stock on a 1 new for 1,000 old basis on May 30, 2000  followed by a split
of common stock on a 4 new for 1 old basis on November 2, 2000.

                                      F-3
   (The accompanying notes are an integral part of the financial statements)

<PAGE>
<TABLE>
<CAPTION>

Immulabs Corporation
(A Development Stage Company)
Statements of Cash Flows


                                                                 Accumulated from
                                                                 November 1, 1985
                                                               (Date of Inception) For the years ended
                                                                 to December 31,       December 31,
                                                                       2001         2001          2000
                                                                        $             $             $
<S>                                                            <C>                <C>          <C>

Cash Flows from Operating Activities

Net loss for the period                                           (9,130,962)     (333,701)   (3,602,714)

Adjustments to reconcile net loss to cash

Amortization                                                           2,833          --             567
Option agreement written-off                                          15,000          --          15,000
Discontinued operations                                              468,835          --            --
Stock based compensation                                           5,791,709      (125,334)    3,287,619

Change in non-cash working capital items

Increase in accounts payable and accrued liabilities                 393,439       388,073         5,366
--------------------------------------------------------------------------------------------------------

Net Cash Used in Operating Activities                             (2,459,146)      (70,962)     (294,162)
--------------------------------------------------------------------------------------------------------

Cash Flows from Financing Activities

Proceeds from shares issued                                        2,444,022          --         350,000
Advances from a related party                                         17,400        17,400          --
--------------------------------------------------------------------------------------------------------

Net Cash From Financing Activities                                 2,461,422        17,400       350,000
--------------------------------------------------------------------------------------------------------

Cash Flows to Investing Activities                                      --            --            --
--------------------------------------------------------------------------------------------------------

Increase (Decrease) in Cash                                            2,276       (53,562)       55,838

Cash - Beginning of Period                                              --          55,838          --
--------------------------------------------------------------------------------------------------------

Cash - End of Period                                                   2,276         2,276        55,838
========================================================================================================
Non-Cash Financing Activities

Shares issued for services rendered                                3,917,894        59,840     1,228,630

Shares issued pursuant to asset acquisitions                         481,668        15,000          --
========================================================================================================
Supplemental Disclosures

Interest paid                                                          2,785          --            --
Income tax paid                                                         --            --            --
========================================================================================================
</TABLE>

                                      F-4
   (The accompanying notes are an integral part of the financial statements)


<PAGE>

Immulabs Corporation
(A Development Stage Company)
Notes to the Financial Statements


1.   Nature of Operations and Continuance of Business

     Immulabs Corporation, formerly North American Resorts, Inc. (the "Company")
     was initially  incorporated  as Gemini  Ventures,  Inc. on November 1, 1985
     under the laws of the State of  Colorado.  The Company  changed its name to
     Solomon  Trading  Company,  Limited in July 1989;  The  Voyageur,  Inc.  in
     November 1994; The Voyageur First, Inc. in December 1994 and North American
     Resorts, Inc. in March 1995.

     From  1995  through  1998,  the  Company  was in the  business  of  selling
     vacations  in Florida and the sale of time share  memberships  to the Ocean
     Landings and Cypress Island Preserve  facilities in Florida which were then
     controlled by the Company and the operation of Cypress Island Preserve as a
     tourist  destination.  During  the  fourth  quarter  of 1998,  the  Company
     liquidated its holdings in these ventures and  discontinued all operations.
     With the disposition of all operations,  the Company became fully dependent
     upon the support of its controlling shareholders for the maintenance of its
     corporate  status and to  provide  all  working  capital.  The  controlling
     shareholders  intend to  continue  the  funding of  necessary  expenses  to
     sustain operations.

     Effective  September  1, 2000,  as filed with the State of Colorado on June
     30, 2000, the Company changed its name to Immulabs Corporation.  The shares
     of the Company currently trade on the Over the Counter Bulletin Board under
     the ticker symbol "IMLB".

     On March 22, 2000 the  Company  amended its  Articles of  Incorporation  to
     allow for the  issuance  of up to  300,000,000  shares of $0.001  par value
     common  stock.  Further on May 30, 2000 the  Company's  Board of  Directors
     effected a 1 new for 1,000 old  consolidation of the issued and outstanding
     shares which was approved by  shareholders on March 20, 2000.  Further,  on
     November 2, 2000, the Company's  Board of Directors  effected a 4 new for 1
     old split of the issued and outstanding shares. The effect of this split is
     reflected  in the  financial  statements  as of the  first day of the first
     period presented.

     On October 1, 2000 the Company  entered into an Assignment  Agreement  with
     Aggressive  American  Capital  Partners,   Inc.,  a  significant   majority
     shareholder and a Company controlled by the President, in which the Company
     obtained the exclusive  rights to an Option  Agreement  dated  February 23,
     2000,  amended  April 11, 2000 and June 8, 2000,  for  $15,000,  to acquire
     Quest Research Group, Inc.  ("Quest") and its various  technologies.  Quest
     owns  proprietary  intellectual  property  that can be used to identify and
     isolate  harmful gasses in cigarette  smoke and prove  scientifically  that
     cigarette  smoke destroys  human white blood cells.  Quest is disputing the
     Option  Agreement  and the  Company is  currently  seeking  to resolve  the
     dispute through  arbitration and appropriate  legal recourse.  As a result,
     the $15,000 payment was written-off to operations in fiscal 2000. To obtain
     a 50% interest in Quest the Company was to invest  $1,600,000 which time to
     pay is  purported  to have  passed.  To  purchase  the balance of Quest the
     Company was to pay $175,000,000 within five years of the first option being
     exercised.  Further  to this the  Company  has  learned  that  Quest has no
     assets; so it is unlikely that the Company can recover any damages.

     These financial statements are prepared using generally accepted accounting
     principles applicable to a going concern which contemplates the realization
     of assets and  liquidation of liabilities in the normal course of business.
     However,  the  Company  does not have  significant  cash or other  material
     assets,  nor does it have an established source of revenues needed to cover
     its  operating  costs and to allow it to continue as a going  concern.  The
     Company has ongoing overhead expenses and will require  significant capital
     to find a business,  complete  its  acquisition  and then  execute upon its
     business plan. The Company's ability to meet those obligations and continue
     as a going concern is dependent  upon raising new capital  through  issuing
     debt and/or equity securities and then to generate revenues and profits.

                                      F-5

<PAGE>


2.   Summary of Significant Accounting Policies

     Use of Estimates and Assumptions

     The  preparation  of  financial  statements  requires  management  to  make
     estimates and assumptions that affect the amounts reported in the financial
     statements and accompanying  notes.  Actual results could differ from those
     estimates.

     Year End

     The Company's fiscal year end is December 31.

     Cash and Equivalents

     For  the  purpose  of the  statements  of cash  flows,  all  highly  liquid
     investments  with the maturity of three months or less are considered to be
     cash equivalents.

     Income Taxes

     Income taxes are provided for using the  liability  method of accounting in
     accordance  with  Statements  of  Financial  Accounting  Standards  No. 109
     "Accounting  for  Income  Taxes".  A  deferred  tax asset or  liability  is
     recorded for all temporary differences between financial and tax reporting.
     Deferred tax expense  (benefit) results from the net change during the year
     of deferred tax assets and liabilities.

     Due to the  provisions  of Internal  Revenue  Code Section 338, the Company
     will have no net operating loss carryforwards available to offset financial
     statement  or tax return  taxable  income in future  periods as a result of
     changes  in  control  in both 2000 and  1999,  respectively,  involving  50
     percentage  points or more of the issued and outstanding  securities of the
     Company.

     Basic and Diluted Net Income (Loss) per Share

     The Company  computes net income (loss) per share in  accordance  with SFAS
     No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of
     both basic and diluted  earnings  per share (EPS) on the face of the income
     statement. Basic EPS is computed by dividing net income (loss) available to
     common  shareholders  (numerator) by the weighted  average number of shares
     outstanding  (denominator)  during the period.  Diluted EPS gives effect to
     all  dilutive   potential  common  shares  outstanding  during  the  period
     including stock options,  using the treasury stock method,  and convertible
     preferred stock,  using the if-converted  method. In computing Diluted EPS,
     the average stock price for the period is used in determining the number of
     shares  assumed  to be  purchased  from the  exercise  of stock  options or
     warrants.  Diluted EPS  excludes  all  dilutive  potential  shares if their
     effect is anti dilutive.

     Financial Instruments

     The fair value of the Company's current assets and current liabilities were
     estimated  to  approximate  their  carrying  values  due to  the  immediate
     short-term maturity of these financial instruments. The Company operates in
     Canada  virtually  all of its assets  and  liabilities  are giving  rise to
     significant  exposure  to market  risks from  changes  in foreign  currency
     rates.  The  financial  risk is the risk to the Company's  operations  that
     arise  from  fluctuations  in  foreign  exchange  rates  and the  degree of
     volatility of these rates.  Currently,  the Company does not use derivative
     instruments to reduce its exposure to foreign currency risk.

     Accounting for Stock Based Compensation

     The  Company  has  adopted  SFAS  No.  123   "Accounting  for  Stock  Based
     Compensation"  which  requires  that stock  awards  granted  subsequent  to
     January 1, 1995 are recognized as compensation  expense based on their fair
     market value at the date of grant.

                                      F-6

<PAGE>


3.   Share Capital

     (a)  Preferred Stock

     On March 21, 2000,  subsequent to the second  anniversary  date of the last
     issuance of preferred stock,  the Company  converted 100% of the issued and
     outstanding  preferred stock into 1,932 shares of restricted,  unregistered
     common stock.

     (b)  Common Stock

          (i)  On February 1, 2000, the Company, in an effort to seek and obtain
               a  suitable  merger or  acquisition  agreement  with an  on-going
               privately  owned business,  issued 8,000 shares of  unregistered,
               restricted  common stock into the escrow account of the Company's
               corporate attorney. The attorney was responsible for securing the
               Company's books and records,  validating the Company's  corporate
               status,   procuring  the  services  of  a  qualified  independent
               certified  accounting  firm  to  audit  the  Company's  financial
               statements,  facilitate the filing of all delinquent reports with
               the US Securities and Exchange  Commission and evaluate potential
               private companies for either merger or acquisition. The Company's
               common  stock had an  estimated  average  quoted  market price of
               $0.0136 per share on the date of the  issuance  of these  shares.
               Due to the  restricted  nature of the shares  issued into escrow,
               the Stock Subscription Agreement was valued at $0.0068 per share,
               or  $13,600  in  total,  as the  "fair  market  value",  of  this
               transaction.

          (ii) On May 30, 2000,  the Company  entered into a Stock  Subscription
               Agreement with the former  President and Chief Executive  Officer
               for the purchase of 38,000,000 shares of restricted, unregistered
               common stock for cash proceeds of $75,000.

          (iii)In  October  1999,  in  connection   with  a  Stock   Acquisition
               Agreement,   the  Company  agreed  to  issue  300,000  shares  of
               restricted,  unregistered  common  stock  in  April  2000  to the
               Company's  former  corporate  attorney for  services  rendered in
               connection with the Stock Acquisition Agreement.  This obligation
               was  satisfied  on behalf of the  Company by the  Company's  then
               President  and  Chief  Executive  Officer  with the  transfer  of
               300,000 shares of the Company's  restricted  unregistered  common
               stock  owned  by the  Company's  President  and  Chief  Executive
               Officer.  The  Company  recognized  a  charge  to  operations  of
               $993,750 for the fair value of these shares,  as calculated using
               a discount of 50.0% of the quoted  closing price of the Company's
               common stock on the date of settlement.  The Company's  President
               and Chief  Executive  Officer was given  credit for this  payment
               against  the amount due on the  exercise  of options to  purchase
               722,728 shares.

          (iv) During fiscal 2000 the Company  issued  213,500 shares to various
               consultants for fair market value  consideration  of $221,280 for
               investor relations and advertising services.

          (v)  During  the year the  Company  issued  140,833  shares to various
               consultants  at a total fair market value of $59,840 for investor
               relations and financial advisory services.

          (vi) During the year certain stock options were  rescinded and 204,600
               shares  were  cancelled  and  returned  to  treasury.   The  cash
               consideration  of $82,950,  received in fiscal 2000, is repayable
               to the  optionees.  Stock  based  compensation  of  $278,012  was
               reversed.

                                      F-7

<PAGE>


3.   Share Capital (continued)

     (c)  Stock options

          On June 30, 2000, the company filed a Form S-8 Registration  statement
          under The Securities Act of 1933 with the U.S. Securities and Exchange
          Commission to register  2,800,000  shares of common stock  pursuant to
          the Company's 2000  Nonqualifying  Stock Option Plan ("2000  NQPlan").
          This 2000  NQPlan  is for  persons  employed  or  associated  with the
          Company, including without limitation any employee,  director, general
          partner,  officer,  attorney,  accountant,  consultant or advisor,  is
          intended to advance  the best  interests  of the Company by  providing
          additional   incentive  to  those   persons  who  have  a  substantial
          responsibility for its management,  affairs,  and growth by increasing
          their  proprietary  interest  in the success of the  Company,  thereby
          encouraging them to maintain their relationships with the Company. The
          determination  of those  eligible  to receive  options  under the 2000
          NQPlan,  and the amount,  price,  type and timing of each Stock option
          and the terms and conditions  shall rest at the sole discretion of the
          Company's  Board of Directors,  subject to the  provisions of the 2000
          NQPlan.

          On June 30, 2000, the Company filed a Form S-8 Registration  Statement
          under The Securities Act of 1933 with the U.S. Securities and Exchange
          commission to register  3,200,000  shares of common stock  pursuant to
          the Company's 2000 Qualifying  Stock Option Plan ("2000 QPlan").  This
          2000 QPlan is intended to provide the key  employees of the Company an
          incentive through stock ownership in the Company and encourage them to
          remain in the  Company's  employ.  Any options  granted under the 2000
          QPlan must be granted  within ten (10) years of the  adoption  date of
          the  2000  QPlan.   The  option  price  may  be   determined   by  the
          administrating committee and shall not be less than the greater of the
          (i) par value of the  Company's  Common  Stock or (ii) the fair market
          value of the  Company's  stock on the date that the option is granted.
          All granted options shall be of a term selected by the  administrating
          committee, but in no event be for a term of longer than ten (10) years
          from the grant date.

          On June 30,  2000,  the Company  granted  options to purchase  600,000
          shares at an  exercise  price of $1.00 per share under the 2000 NQPlan
          to an individual providing acquisition and merger consulting services.
          These options were exercised in fiscal 2000.

          On August 31,  2000,  the  Company  granted  options to the  Company's
          former  President and Chief  Executive  Officer to purchase  1,200,000
          shares at an  exercise  price of $5.50 per share under the 2000 NQPlan
          as to 400,000  shares and the 2000  QPlan as to  800,000  shares.  The
          former President  exercised QPlan options to acquire 722,728 shares on
          September 11, 2000.

          On October 17, 2000 the Company  granted  options to purchase  400,000
          shares at an  exercise  price of $5.00 per share under the 2000 NQPlan
          to a consultant.  The consultant  exercised options to acquire 100,000
          shares during fiscal 2000.

          On October 27, 2000 the Company  granted  options to purchase  400,000
          shares at an exercise  price of $11.25 per share under the 2000 NQPlan
          to the President of the Company.


          On  November 3, 2000 the Company  granted  options to purchase  40,000
          shares at an  exercise  price of $2.50 per share under the 2000 NQPlan
          to various directors, officers and consultants of the Company.

          On January 23, 2001 the Company  repriced all  outstanding  2000 QPlan
          stock options to $0.80 and 2000 NQPlan stock options to $0.75.


          On January  23, 2001 the Company  granted  options to purchase  20,000
          shares at an  exercise  price of $0.75 per share under the 2000 NQPlan
          to two directors of the Company.

                                       F-8


<PAGE>

3.   Share Capital (continued)

     (c)  Stock options (continued)

          On March 16, 2001 the  Company  granted  options to  purchase  200,000
          shares at an exercise price of $0.001 per share under the 2000 NQ Plan
          to a consultant of the Company.

                                                                      Weighted
                                                     Shares           Average
                                                  Under Option      Option Price
                                                       #                 $

          Beginning of year                        1,217,272            0.77
          Granted                                    220,000            0.07
          Exercised                                     --               --
          ----------------------------------------------------------------------

          End of year                              1,437,272             .66
          ----------------------------------------------------------------------



4.   Related Party Transactions and Balances

     The amount due to a related party is  non-interest  bearing,  unsecured and
     without specific terms of repayment except for $17,400 which bears interest
     at 7% per annum.


5.   Commitments

     (a)  Effective July 1, 2000 the Company entered into a management agreement
          with  Cyclone  Financing  Group  Inc.  ("Cyclone"),  in the  amount of
          $50,000 per month plus reasonable  expenses.  This amount represents a
          management fee payable for the management of the Company's affairs. As
          of December 31, 2000,  $170,000 has been paid under this agreement and
          $130,000  was  forgiven by Cyclone.  From January 1, 2001 to March 15,
          2001 the monthly  fee was  reduced to $30,000 per month.  On March 15,
          2001, the agreement was terminated.

     (b)  Effective  March  16,  2001  the  Company  entered  into a  management
          agreement  with  Aggressive   American  Capital   Partners,   Inc.,  a
          significant  majority  shareholder  and a  company  controlled  by the
          President.  Pursuant to this  agreement  the Company is to pay $30,000
          per month.  As at December 31, 2001  $300,063 has not been paid and is
          included in accounts payable.

     (c)  On October 31, 2000, the Company entered into an assignment  agreement
          with  Aggressive  American  Capital  Partners,   Inc.,  a  significant
          majority  shareholder  and a  company  controlled  by  the  President.
          Pursuant to this agreement the Company obtained the exclusive right to
          an Option  Agreement  dated February 23, 2000,  amended April 11, 2000
          and June 8, 2000, for $15,000,  to acquire Quest Research Group,  Inc.
          ("Quest")  and  its  various  technologies.   Quest  owns  proprietary
          intellectual property that can be used to identify and isolate harmful
          gasses in  cigarette  smoke and prove  scientifically  that  cigarette
          smoke destroys human white blood cells.  Quest is disputing the Option
          Agreement and the Company is currently  seeking to resolve the dispute
          through  arbitration and appropriate legal recourse.  As a result, the
          $15,000  payment was  written-off  to  operations  in fiscal 2000.  To
          obtain a 50%  interest in Quest the  Company was to invest  $1,600,000
          which time to pay is purported to have passed. To purchase the balance
          of Quest the Company was to pay $175,000,000  within five years of the
          first option being exercised.


                                       F-9