IMMULABS CORPORATION



                           Filing Type:  10QSB
                           Description:  Quarterly Report
                           Filing Date:  May 15, 2000
                            Period End:  March 31, 2001


                      Primary Exchange:  Over the Counter Bulletin Board
                                Ticker:  IMLB




<PAGE>

                                Table of Contents



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                                 10QSB OTHERDOC

Item 1.........................................................................3
Balance Sheet..................................................................3
Income Statement...............................................................4
Cash Flow Statement............................................................5
Item 2.........................................................................9
Part II.......................................................................12
Item 1........................................................................12
Item 2........................................................................13
Item 3........................................................................13
Item 4........................................................................13
Item 5........................................................................13
Item 6........................................................................13



<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

(Mark one)
    XX    QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--------- ACT OF 1934

                For the quarterly period ended March 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

        (Exact name of small business issuer as specified in its charter)

           Colorado                                          84-1286065
 ----------------------------                      ----------------------------
  (State of incorporation)                            (IRS Employer ID Number)

                  2nd Floor -827 West Pender St. Vancouver BC
                                 Canada V6C 3G8
                  --------------------------------------------
                    (Address of principal executive offices)

                                  (888)763-6547
                                 --------------
                           (Issuer's telephone number)



   --------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since lastreport)

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


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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:
         May 15, 2001:  39,097,661
         -------------------------

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


<PAGE>

                              Immulabs Corporation
                     (formerly North American Resorts, Inc.)

                Form 10-QSB for the Quarter ended March 31, 2001

                                Table of Contents

                                                                            Page

Part I - Financial Information

  Item 1   Financial Statements                                               3

  Item 2   Management's Discussion and Analysis or Plan of Operation          9

Part II - Other Information

  Item 1   Legal Proceedings                                                 12

  Item 2   Changes in Securities                                             13

  Item 3   Defaults Upon Senior Securities                                   13

  Item 4   Submission of Matters to a Vote of Security Holders               13

  Item 5   Other Information                                                 13

  Item 6   Exhibits and Reports on Form 8-K                                  13

Signatures                                                                   13








                                       2
<PAGE>
<TABLE>
<CAPTION>

Part I - Financial Information

Item 1 - Financial Statements


Immulabs Corporation
(A Development Stage Company)
Balance Sheet


                                                                                  March 31,   December 31,
                                                                                    2001          2000
                                                                                      $             $
                                                                                 (unaudited)    (audited)
                                                                                 ----------    ----------
<S>                                                                              <C>           <C>
                                      Asset

Current Asset

     Cash                                                                             1,744        55,838

                      Liabilities and Stockholders' Equity

Current Liabilities

     Accounts payable                                                               142,077           366
     Accrued liabilities                                                              1,000         5,000
     Due to a related party [Note 4]                                                 20,000        15,000

                                                                                    163,077        20,366


Stockholders' Equity (Deficit) [Note 3]

     Preferred stock - no par value 50,000,000 shares authorized
     nil and 482,815 shares issued and outstanding respectively                        --            --

     Common stock - $0.001 par value 300,000,000 shares authorized
     39,097,661 and 39,161,428 shares issued and outstanding, respectively
     (with retroactive effect to a stock split and a stock consolidation) (See
     Note 3(a)(i) and (ii) for issuances and cancellation of shares)                 39,098        39,161

     Additional paid-in capital (Note 3(a)(ii)                                    6,711,536     6,734,583

     Stock based compensation - stock options (Note 3(a)(ii)                      1,780,977     2,058,989

     Deficit Accumulated During the Development Stage                            (8,692,944)   (8,797,261)

                                                                                   (161,333)       35,472

                                                                                      1,744        55,838

</TABLE>

Commitments and Contingencies [Notes 1 and 5]

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


                                       3
<PAGE>
<TABLE>
<CAPTION>

Immulabs Corporation
(A Development Stage Company)
Statement of Operations


                                                                Accumulated from
                                                               November 1, 1985       For the three months ended
                                                              (Date of Inception)               March 31,
                                                               to March 31, 2001          2001           2000
                                                                       $                    $              $
                                                                  (unaudited)          (unaudited)    (unaudited)
                                                              -------------------     ------------   ------------
<S>                                                           <C>                     <C>            <C>
Revenues                                                               --                     --             --

Expenses
   General and Administrative
     Amortization                                                     2,833                   --              567
     Investor relations                                             168,216                 12,574           --
     Management fees (Note 5(a))                                    260,000                 90,000           --
     Office                                                             435                    242           --
     Professional fees
        Accounting and audit                                         20,700                  2,500         13,600
        Financial services                                           56,266                 56,266           --
        Legal - general corporate matters                            18,332                    296           --
        Legal - services rendered to a
         former attorney                                            993,750                   --             --
        Salaries                                                      5,500                  5,500           --
     Stock based compensation - stock options (Note 3(a)(ii))     1,780,977               (278,012)          --
     Transfer agent and regulatory                                   11,435                  1,137           --
     Travel and promotion                                             4,481                    680           --

                                                                  3,322,925               (108,817)        14,167

   Selling and Marketing
     Advertising                                                     89,238                   --             --
     Marketing                                                       13,500                  4,500           --
     Option agreement written-off (Note 1)                           15,000                   --             --

                                                                    117,738                  4,500           --

Income (Loss) from Continuing Operations                         (3,440,663)               104,317        (14,167)

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

Net Income (Loss) For The Period                                 (8,692,944)               104,317        (14,167)

Net Income (Loss) Per Share                                                                  0.003         (0.034)

Weighted Average Shares Outstanding (with retroactive effect
for a consolidation and a stock split)                                                  39,052,000        419,000

</TABLE>


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


                                       4
<PAGE>
<TABLE>
<CAPTION>

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


                                                           For the three months ended
                                                                    March 31,
                                                              2001           2000
                                                                $              $
                                                           (unaudited)    (unaudited)
                                                           ----------     ----------
<S>                                                        <C>            <C>
Cash Flows from Operating Activities:
   Net income (loss) for the period                           104,317        (14,167)
   Adjustments to reconcile net income (loss) to cash
      Common and preferred stock issued
         for services rendered                                 59,840         13,600
      Amortization                                               --              567
      Stock based compensation - stock options               (278,012)          --
   Change in non-cash working capital items
      Increase in accounts payable and accrued liabilities     54,761           --

Net Cash Used in Operating Activities                         (59,094)          --

Cash Flows from Financing Activities:
   Advances from a related party                                5,000           --

Net Cash From Financing Activities                              5,000           --

Cash Flows to Investing Activities                               --             --

Increase in Cash                                              (54,094)          --
Cash - Beginning of Year                                       55,838           --

Cash - End of Year                                              1,744           --

Non-Cash Financing Activities
   Shares cancelled and returned to treasury                  (82,950)          --

Supplemental Disclosures:
   Interest paid                                                 --             --
   Income taxes paid                                             --             --

</TABLE>

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


                                       5
<PAGE>

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.

     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".

     >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.

     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 cells.  Subsequent to the year end,
     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  by Quest 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.

     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 n 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 execute upon its business plan to bring its new business to market.  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.

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.


                                       6
<PAGE>

     Year End

     The Company's fiscal year end is December 31.

2.   Summary of Significant Accounting Policies (continued)

     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.

     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.

     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.

     Interim Financial Statements

     These interim unaudited financial statements have been prepared on the same
     basis as the annual financial  statements and in the opinion of management,
     reflect all adjustments,  which include only normal recurring  adjustments,
     necessary to present fairly the Company's  financial  position,  results of
     operations and cash flows for the periods shown.  The results of operations
     for such periods are not necessarily indicative of the results expected for
     a full year or for any future period.

3.   Share Capital

     (a)  Common Stock

          (i)  During  the  quarter  ended  March 31,  2001 the  Company  issued
               140,833  shares to various  consultants at a fair market value of
               $59,840 for investor relations and financial advisory services.

          (ii) 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.

     (b)  Stock options

          On June 30, 2000, the company filed a Form S-8 Registration  statement
          under The Securities Act of 1933 with the U.S. Securities and Exchange
          Commission to register 700,000 pre-split shares (2,800,000  post-split
          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.


                                       7
<PAGE>

3.   Share Capital (continued)

     (b)  Stock options (continued)

          On June 30, 2000, the Company filed a Form S-8 Registration  Statement
          under The Securities Act of 1933 with the U.S. Securities and Exchange
          commission to register 800,000 pre-split shares (3,200,000  post-split
          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  150,000
          pre-split shares (600,000  post-split  shares) of the Company's common
          stock at an exercise price of $1.00 per share under the 2000 NQPlan to
          an individual  providing  acquisition and merger consulting  services.
          The individual  immediately  exercised 100,000 (400,000 post-split) of
          these options and the remaining 50,000 (200,000 post-split) options on
          July 6, 2000.

          On August 31, 2000, the Company granted options to purchase a total of
          300,000 pre-split shares (1,200,000 post-split shares) of common stock
          at an exercise price of $5.50 per share under the 2000 NQPlan (100,000
          shares) and the 2000 NQPlan (200,000  shares) to the Company's  former
          President and Chief Executive Officer. The President exercised 180,682
          (722,728 post-split) of these options on September 11, 2000.

          On October 17, 2000 the Company  granted  options to purchase  100,000
          pre-split shares (400,000  post-split  shares) of the Company's common
          stock at an exercise price of $5.00 per share under the 2000 NQPlan to
          a consultant.  On October 27, 2000, 20,000 (80,000 post-split) options
          and on November  2, 2000  another  20,000  (post-split)  options  were
          exercised.

          On October 27, 2000 the Company  granted  options to purchase  100,000
          pre-split shares (400,000  post-split  shares) of the Company's common
          stock at an  exercise  price of $11.25 per share under the 2000 NQPlan
          to the President.

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

          On January 23, 2001 the Company repriced the outstanding stock options
          to $0.80  per  share  for  qualified  options  and $0.75 per share for
          non-qualified options.

                                                       Post-Split       Weighted
                                                         Shares          Average
                                                      Under Option       Option
                                                           #              Price
                                                                            $
          Beginning of period                           1,217,272           .77
          Granted                                               -             -
          Exercised                                             -             -
          ----------------------------------------------------------------------

          End of period                                 1,217,272           .77
          ----------------------------------------------------------------------



                                       8
<PAGE>

4.   Related Party Balances

     The amount  due to a related  party  includes  $15,000  for the  Assignment
     Agreement  to acquire  Quest and is  non-interest  bearing,  unsecured  and
     without specific terms of repayment.  The remaining balance of $5,000 bears
     interest of 7%, is unsecured and without specific terms of repayment.

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. to pay
          $30,000 per month.

     (c)  On October 31, 2000, the Company entered into an Assignment  Agreement
          with Aggressive  American Capital Partners,  Inc., whereby the Company
          obtained, via the Assignment Agreement, the exclusive right to acquire
          Quest Research Group, Inc. and its various  technologies.  The Company
          was  obligated  to pay a  minimum  of  $4,500  per  month  to Quest in
          connection  with this  option but has  suspended  payment  pending the
          results of the Company's arbitration  proceedings with Quest. See Note
          1.


Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1) Caution Regarding Forward-Looking Information

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.


                                       9
<PAGE>

Certain  information  included  in the  Company's  releases  and filings to date
contain  statements that are forward looking,  such as statements related to the
future anticipated  direction of the industry,  plans for future expansion,  the
ability to acquire the  technologies  described and the Company which  developed
these  technologies,  expected  independent  validation of the  technologies  or
product(s), success or potential of the technologies described and acceptance of
such  technologies  by industry  and the market,  various  business  development
activities, planned capital expenditures,  future funding resources, anticipated
sales growth and potential contracts and subsequent return for investors.  These
are all  forward  looking  statements,  and are 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.

While  Immulabs'  stated  mission is to develop  revolutionary  technology  into
highly focused and  successful  businesses,  it is unrealistic  and premature to
speculate  on  Immulabs'  future  revenue  at  this  time,   except  as  to  the
difficulties involved.

Immulabs  entire 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 continues to have no
revenues.

Readers are cautioned that Immulabs does not own the Quest technology,  nor does
it own its  originator,  Quest Research Group Inc. At this point,  Immulabs only
has rights assigned under an option agreement to acquire such technology,  which
agreement may or may not be completed by the parties,  in multiple stages,  none
of which have yet been  exercised or completed.  This  agreement is currently in
dispute.  If the  contract  is  enforced,  each stage of exercise  will  require
considerable  further financing and there is no guarantee  Immulabs will be able
to  secure  such  financing,  or that it can  secure  it on terms  favorable  to
Immulabs.  Investors are cautioned that this or any other agreement entered into
by  Immulabs  may also be  subject  to future  legal  claims or  challenges,  or
attempts at repudiation.  Quest currently wishes to have the contract  cancelled
and the Company is seeking to have the matter determined through  arbitration or
mediation.

Any and all claims of the company of any nature, particularly scientific claims,
including  those with respect to Sensi Filter's TM or NT Assay'sTM  capabilities
such as the  ability to  monitor,  gauge,  and reduce  damage to white  cells as
described  herein,  and  any  implications  that  it may  thereby  lead  to less
hazardous  cigarette  smoke or other  benefits,  require  further  research  and
independent  validation,  and investors  are cautioned to await such  additional
research and validation before relying upon any scientific claims.  There can be
no guarantee as to the results such further scrutiny will provide.

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


                                       10
<PAGE>

(2)    Results of Operations, Liquidity and Capital Resources

As of the  date of  this  filing,  the  Company  has no  operations,  assets  or
liabilities.  Accordingly,  the  Company is  dependent  upon  management  and/or
significant  shareholders to provide  sufficient working capital to preserve the
integrity of the  corporate  entity at this time. It is the intent of management
and significant  shareholders to provide sufficient working capital necessary to
support and  preserve  the  integrity of the  corporate  entity.  The Company is
currently actively seeking a suitable merger or acquisition candidate(s).

Management  recognizes that additional funds through additional private sales of
Company stock,  capital  contributions  from existing  significant  shareholders
and/or  loans from  existing  significant  shareholders  will be required in the
future.  However,  there can be no  assurance  that the Company  will be able to
obtain additional funds to support the Company's liquidity requirements or, that
such funding, if available, will be obtained on terms favorable to or affordable
by the Company.

Further,  the Company executed a management  agreement with Aggressive  American
Capital Partners, Inc., of 2nd Floor, 827 West Pender Street, Vancouver, British
Columbia,  Canada  V6C 3G8,  an entity  owned and  controlled  by the  Company's
President,  at the amount of $30,000 (US Dollars),  plus reasonable pre-approved
expenses,  per month,  effective  March 15, 2001.  This amount  represents a fee
payable  for  services  related  to  the  management  of the  company's  affairs
including:   facilitating   and  advising  on  the   acquisition   of  projects,
administration (i.e. bookkeeping,  photocopying, faxing, office space, telephone
charges,  supplies,  news dissemination),  compliance,  merger advice, and other
related operational services.

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.

In the event the mediation or  arbitration  provisions  of the Company's  option
agreement  are  enforced,  and through the dispute  resolution  mechanism  it is
determined that the Company is entitled to have the option contract upheld, with
sufficient  further  time for the Company to  exercise,  then the  Company  will
continue  to  maintain  its option to  acquire  an initial  50% of Quest and its
products for $1,600,000.00, and a further option to acquire the balance of Quest
and its products for $175,000,000,  each within a set time limit. Being options,
the exercise of these  provisions will be available to, but not required of, the
Company.  If the  Company  determines  that it  wishes  to  complete  the  Quest
acquisition,  these amounts will be required within the prescribed times. In the
interim,  the Company will be obligated  to continue its due  diligence  efforts
with respect to Quest. It is through such due diligence efforts that the Company
learned of certain  information  that affects its position with regard to Quest.
Quest,  meanwhile,  has  asserted  that the Company  failed to take the required
steps to exercise in the time allowed.

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,
however,  the Company has viewed and evaluated  certain  facilities for possible
acquisition.


                                       11
<PAGE>

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.  The Company has
entered into a management  services  agreement with Aggressive  American Capital
Partners,  Inc. for management services, at the rate of $30,000.00 per month. In
addition,  the  Company  has  entered  into an  employment  agreement  with  its
President for remuneration of $10,000.00 per month.

For these 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.


Part II - Other Information

Item 1 - Legal Proceedings

To the best of the  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 the 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.


                                       12
<PAGE>

The Company's  only pending legal matter is that it is currently  seeking action
to compel  arbitration or mediation,  pursuant to contract,  in order to resolve
the option  agreement  dispute with Quest Research  Group Inc. of Boston,  Mass.
Quest Research Group Inc.  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 review of this matter with  counsel,  the
Company has  discovered  other  resulting  legal issues  related to the position
which the Company  plans to  advance,  and has  contacted  Quest  repeatedly  to
require  mediation  or  arbitration  as  provided  for in the option  agreement.
However,  the Company has yet to receive  any reply and has  therefore  retained
counsel to pursue  necessary legal channels to compel this  alternative  dispute
resolution mechanism.

Item 2 - Changes in Securities

Refer to Notes to Financial statements attached hereto.


Item 3 - Defaults on Senior Securities

     None

Item 4 - Submission of Matters to a Vote of Security Holders

     None

Item 5 - Other Information

     None

Item 6 - Exhibits and Reports on Form 8-K

     Exhibit  10.1 -  Management  agreement  with  Aggressive  American  Capital
     Partners, Inc.

     Reports on Form 8-K

          January 10, 2001 - Changes in Registrant's Certifying Accountant

          January  22, 2001 - Changes in Registrant's Certifying Accountant

          March 7, 2001 - Report  disclosing  dispute  related to Quest Research
          Group, Inc.

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

                                   SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                            Immulabs Corporation

May            , 2001                                  /s/ Bruce Deildal
         ------                               ----------------------------------
                                                                   Bruce Deildal
                                                          President and Director
May            , 2001                                  /s/ Ellen Luthy
         ------                               ----------------------------------
                                                                     Ellen Luthy
                                                        Chief Financial Officer,
                                                Secretary-Treasurer and Director



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