-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GB0SjbmP85dzZ1Mv/fjd+G6x/MoROD3YsIUxvprpx+zdAqeZ/us3fyMrT/T/N36z rL/6FJt0Z4gW3qPQzDCNWw== 0000931731-05-000125.txt : 20050620 0000931731-05-000125.hdr.sgml : 20050617 20050620172723 ACCESSION NUMBER: 0000931731-05-000125 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050620 DATE AS OF CHANGE: 20050620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOTECHNOLOGY CORP CENTRAL INDEX KEY: 0000789097 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841016435 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-24641 FILM NUMBER: 05906607 BUSINESS ADDRESS: STREET 1: 1661 LAKEVIEW CIRCLE CITY: OGDEN STATE: UT ZIP: 84403 BUSINESS PHONE: 8013993632 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTECHNOLOGY LABORATORIES INC DATE OF NAME CHANGE: 19900503 FORMER COMPANY: FORMER CONFORMED NAME: LJC CORP DATE OF NAME CHANGE: 19891025 10QSB 1 immuno-10qsb033105.txt IMMUNOTECH 10QSB 033105 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-24641 IMMUNOTECHNOLOGY CORPORATION (Name of Small Business Issuer as specified in its charter) Delaware 84-1016435 ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization identification No.) 1661 Lakeview Circle, Ogden, UT 84403 (Address of principal executive offices) Registrant's telephone no., including area code: (801) 399-3632 N/A Former name, former address, and former fiscal year, if changed since last report. Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: $.00001 par value common stock Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). Yes [ ] No [X] Common Stock outstanding at June 17, 2005 - 5,000,000 shares of $.00001 par value Common Stock. DOCUMENTS INCORPORATED BY REFERENCE: NONE FORM 10-QSB FINANCIAL STATEMENTS AND SCHEDULES IMMUNOTECHNOLOGY CORPORATION For the Quarter ended March 31, 2005 The following financial statements and schedules of the registrant are submitted herewith: PART I - FINANCIAL INFORMATION Page of Form 10-QSB ----------- Item 1. Financial Statements: Unaudited Balance Sheet 3 Unaudited Statements of Operations 4 Unaudited Statements of Cash Flows 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Controls and Procedures 13 PART II - OTHER INFORMATION Page ---- Item 1. Legal Proceedings 13 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 14 Item 6. Exhibits 14 -2-
IMMUNOTECHNOLOGY CORPORATION (A Development Stage Company) Balance Sheets ASSETS March 31, June 30, 2005 2004 ----------- ------------ (Unaudited) CURRENT ASSETS Cash $ 1,143 $ -- ----------- ----------- TOTAL ASSETS $ 1,143 $ -- =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Bank overdraft $ -- $ 122 Accounts payable and accrued expenses 73,707 53,483 Notes payable 98,096 21,807 Loans from officer (Note 3) 217,049 100,628 Option liability -- -- Accrued interest -- 1,700 ----------- ----------- Total Current Liabilities 388,852 177,740 ----------- ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, par value $0.00001 per share Authorized - 10,000,000 shares Issued - none -- -- Common stock, par value $0.00001 per share Authorized - 100,000,000 shares Outstanding - 5,000,000 shares 50 50 Paid-in capital 498,128 441,994 Accumulated deficit prior to the development stage (151,332) (151,332) Accumulated deficit during the development stage (734,555) (468,452) ----------- ----------- Total Stockholders' Equity (Deficit) (387,709) (177,740) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 1,143 $ -- =========== ===========
The accompanying notes are an integral part of these financial statements. -3-
IMMUNOTECHNOLOGY CORPORATION (A Development Stage Company) Statements of Operations (Unaudited) From Inception of the Development Stage, July 1, For the Nine Months Ended For the Three Months Ended 1992 through March 31, March 31, March 31, -------------------------- -------------------------- ----------- 2005 2004 2005 2004 2005 ----------- ----------- ----------- ----------- ----------- REVENUE -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- OPERATING EXPENSES Professional fees $ 59,769 $ 27,061 $ 24,793 $ 7,185 $ 358,493 Transfer agent 1,935 -- 1,550 -- 7,911 Taxes & licenses -- 229 -- -- 1,637 Bank fees & service charges 419 429 179 83 5,063 Travel 31,648 19,563 6,802 10,215 150,132 Office expense -- 2,037 -- 250 12,037 Rescind USSC deal 125,000 -- -- -- 125,000 Amortization 4,054 -- 4,054 -- 4,054 Misc. 638 -- 504 -- 639 Interest expense 42,640 5,446 27,957 2,230 69,189 ----------- ----------- ----------- ----------- ----------- Total Operating Expenses 266,103 54,765 65,839 19,963 734,155 ----------- ----------- ----------- ----------- ----------- NET LOSS $ (266,103) $ (54,765) $ (65,839) $ (19,963) $ (734,155) =========== =========== =========== =========== =========== Basic Loss per Common Share $ (0.05) $ (0.01) $ (0.01) $ (0.00) =========== =========== =========== =========== Weighted Average Number of Common Shares 5,000,000 5,000,000 5,000,000 5,000,000 =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. -4-
IMMUNOTECHNOLOGY CORPORATION (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception of Development For the Nine Months Ended Stage on March 31, July 1, 1992 -------------------------- Through 2005 2004 Mar. 31, 2005 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (266,103) $ (54,765) $ (734,155) Contributed services 23,250 -- 54,250 Amortization of debt costs 4,054 -- 4,054 Adjustments to reconcile net loss to net cash used by operating activities: Increase (decrease) in accrued expenses 18,525 (12,472) 69,032 ----------- ----------- ----------- Net Cash Used by Operating Activities (220,274) (67,237) (606,819) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Advance to an officer -- -- (10,000) Repayment of advance to an officer -- -- 10,000 ----------- ----------- ----------- Net Cash Provided by Investing Activities -- -- -- ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Bank overdraft (122) (996) -- Advances from an officer 139,521 68,950 517,145 Proceeds from notes payable 105,119 -- 134,426 Repayments of advances to an officer (23,101) -- (43,609) ----------- ----------- ----------- Net Cash Provided by Financing Activities 221,417 67,954 607,962 ----------- ----------- ----------- NET INCREASE IN CASH 1,143 717 1,143 CASH AT BEGINNING OF YEAR -- -- -- ----------- ----------- ----------- CASH AT END OF PERIOD $ 1,143 $ 717 $ 1,143 =========== =========== =========== Supplementary Disclosures: Interest paid in cash $ -- $ 2,560 $ 4,771 Cash paid for taxes $ -- $ -- $ --
The accompanying notes are an integral part of these financial statements. -5- IMMUNOTECHNOLOGY CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2005 and June 30, 2004 NOTE 1 - CONDENSED FINANCIAL STATEMENTS The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2005 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2004 audited financial statements. The results of operations for the period ended March 31, 2005 are not necessarily indicative of the operating results for the full year. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using accounting principles generally accepted in the United Stated of America 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 sufficient to cover its operating costs and to allow it to continue as a going concern. Until that time, the stockholders have committed to covering the operating costs of the Company. The Company is not operating, and will attempt to locate a new business (operating company), and offer itself as a merger vehicle for a company that may desire to go public through a merger rather than through its own public stock offering. NOTE 3 - RELATED PARTY TRANSACTIONS During the nine months ended March 31, 2005, officers advanced the company a total of $139,521. NOTE 4 - MATERIAL EVENTS On August 11, 2004 the Company signed an agreement rescinding the Agreement and Plan of Merger with Ultimate Securities Systems Corporation (USSC). The rescission called for a payment of $125,000 from the Company to USSC. Non affiliated individuals loaned $110,000 to the Company for this purpose, and the Company's president has loaned approximately $116,000 additionally to the Company since June 30, 2004. The above noted loans accrue interest at a rate of 10% and are due on demand. Payment of $125,000 was made in full in August 2004. -6- IMMUNOTECHNOLOGY CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2005 and June 30, 2004 NOTE 5 - CONTRIBUTED SERVICES During the nine months ended March 31, 2005 an officer of the Company contributed services to the Company valued at $23,250. This contribution has been accounted for as an increase in additional paid-in-capital. NOTE 6 - OPTIONS ISSUED During the nine months ended March 31, 2005, the Company issued options to non-employees as an incentive to loan money to the Company. The options allow the holders to purchase 120,000 shares of common stock at an exercise price of $0.10 per share, and will expire two years from the date of issuance. These are the only outstanding options of the Company and are summarized below: March 31, 2005 ------------------------------- Weighted Average Exercise Shares Price ------------- ------------- Outstanding, beginning of year -- -- Granted 120,000 $ 0.10 Expired/Cancelled -- -- Exercised -- -- ------------- ------------- Outstanding end of quarter 120,000 $ 0.10 ============= ============= The Company applies SFAS No. 148 for options issued, which requires the Company to estimate the fair value of each options issued at the grant date by using the Black-Scholes pricing model with the following assumptions: Risk-free interest rate 3.61% Expected life 2 Years Expected volatility 93.11% Dividend yield 0.0 As a result of applying SFAS No. 148, the Company recorded the fair value of $12,168 as an offset to the notes payable during the nine months ended March 31, 2005. The fair value of $12,168 will be amortized over the life of the loans to interest expense. -7- IMMUNOTECHNOLOGY CORPORATION (A Development Stage Company) Notes to Financial Statements March 31, 2005 and June 30, 2004 NOTE 7 - REVERSE STOCK SPLIT On December 16, 2004 the majority of the company's stockholders approved a 1 for 10 reverse stock split of its common stock. All references to common shares have been retroactively restated to reflect this stock split. -8- ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement Regarding Forward-looking Statements This report may contain "forward-looking" statements. Examples of forward- looking statements include, but are not limited to: (a) projections of revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (b) statements of plans and objectives of the Company or its management or Board of Directors; (c) statements of future economic performance; (d) statements of assumptions underlying other statements and statements about the Company and its business relating to the future; and (e) any statements using the words "anticipate," "expect," "may," "project," "intend" or similar expressions. General - ------- The Company was incorporated on November 30, 1989, in the state of Delaware. The Company's predecessor was LJC Corporation, a Utah corporation, organized on November 8, 1984 ("LJC"). On October 7, 1989, LJC acquired ImmunoTechnology Laboratories, Inc., a Colorado corporation ("ITL"), by means of a stock-for-stock exchange with the shareholder of ITL. As a result of this transaction, ITL became a wholly owned subsidiary of LJC. On October 10, 1989, LJC changed its name to ImmunoTechnology Laboratories, Inc. ("ITL-UT"). At a special meeting of the shareholders of ITL-UT, the shareholders approved a proposal to redomicile ITL-UT in the state of Delaware, by forming a Delaware corporation and merging ITL-UT into the Delaware corporation, and changing the its name to ImmunoTechnology Corporation. The merger was effective on December 21, 1989. As a result of the merger, ITL-UT no longer exists. ITL was formed for the purpose of engaging in the business of operating a medical test related laboratory. The Company's only business has been the operation of ITL, whose operations were discontinued in 1992. Since discontinuing the operations of ITL, the Company has been seeking potential business acquisition or opportunities to enter in an effort to commence business operations. On April 21, 2003, we entered into an Agreement and Plan of Merger with Ultimate Security Systems Corporation. In August 2004, the Company and USSC agreed to terminate the Merger Agreement. We had filed a Form S-4 registration statement with the Securities and Exchange Commission to register shares we intended to issue in connection with the merger, but as a result of the termination of the Agreement, in August, 2004, we withdrew such registration statement from the Securities and Exchange Commission before it was declared effective. As part of our termination agreement with USSC, we paid USSC a termination fee of $125,000. We are currently looking for an alternative acquisition transaction. -9- Business Plan - ------------- Our current business plan is to serve as a vehicle for the acquisition of, or the merger or consolidation with another company (a "Target Business"). We intend to utilize our limited current assets, equity securities, debt securities, borrowings or a combination thereof in effecting a Business Combination with a Target Business which we believe has significant growth potential. Our efforts in identifying a prospective Target Business are expected to emphasize businesses primarily located in the United States; however, we reserve the right to acquire a Target Business located primarily elsewhere. While we may, under certain circumstances, seek to effect Business Combinations with more than one Target Business, as a result of our limited resources we will, in all likelihood, have the ability to effect only a single Business Combination. We may effect a Business Combination with a Target Business which may be financially unstable or in its early stages of development or growth. To the extent we effect a Business Combination with a financially unstable company or an entity in its early stage of development or growth (including entities without established records of revenue or income), we will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we effect a Business Combination with an entity in an industry characterized by a high level of risk, the Company will become subject to the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes certain industries which experience rapid growth. Although management will endeavor to evaluate the risks inherent in a particular industry or Target Business, there can be no assurance that we will properly ascertain or assess all risks. Financial Condition - ------------------- Total assets at March 31, 2005 were $1,143. As of June 30, 2004, the Company had no assets and liabilities $177,740. The Company's total liabilities as of March 31, 2005 were $388,852. The Company's liabilities include, but are not limited to; $217,049 loans from officers, $98,096 in other loans and $73,707 accrued expenses. Effective March 10, 2005, the Company effected a 1 for 10 reverse stock split pursuant to a Certificate of Amendment to Certificate of Incorporation filed with the State of Delaware. Pursuant to the Certificate of Amendment, the Company's authorized common stock increased from 50,000,000 shares to 100,000,000 shares and the Company's authorized Preferred Stock increased from 5,000,000 shares to 10,000,000 shares. The Company will not generate any revenue until and unless it completes a reverse merger type of acquisition transaction. Until that occurs, if ever, the Company must attempt to fund its expenses through loans or from the sale of securities. There can be no assurance that the Company will be able to borrow additional funds or sale securities in sufficient amounts to funds its expenses. -10- Results of Operations - --------------------- The Company generated no revenues in 2004 or 2005 to date. The Company will not generate any revenues, if ever, until and unless it merges with an operating company or raises additional capital for its own operations. There can be no assurance that either of such events will happen. The Company had a net loss of $65,839 for the three months ended March 31, 2005. This compares to a net loss of $19,963 for the three months ended March 31, 2004. The Company had a net loss of $266,103 for the nine months ended March 31, 2005 compared to a net loss of $54,765 for the nine months ended March 31, 2004. The Company's expenses for the nine months ended March 31, 2005 included $125,000 associated with the rescission of the USSC merger transaction and other expenses consisting of travel, professional fees, interest and other expenses. Critical Accounting Policies - ---------------------------- This Management's Discussion and Analysis of Financial Condition and Results of Operations discuss the Company's Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. We have terminated our previous operations and such operations are treated as discontinued operations for financial statement purposes. We anticipate that in the future, the preparation of our financial statements will require management to make estimates and assumptions that will affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management will evaluate its estimates and assumptions, including those related to inventory, income taxes, revenue recognition and restructuring initiatives. We anticipate that management will base its estimates and judgments on historical experience of the operations we may acquire and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies, among others, will affect its more significant judgments and estimates used in the preparation of our Financial Statements following the completion of an acquisition: Income Taxes. In determining the carrying value of the Company's net deferred tax assets, the Company will be required to assess the likelihood of sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions, to realize the benefit of these assets. If these estimates and assumptions change in the future, the Company may record a reduction in the valuation allowance, resulting in an income tax benefit in the Company's Statements of Operations. Management will be required to evaluate the realizability of the deferred tax assets and assesses the valuation allowance quarterly. -11- Goodwill and Other Long-Lived Asset Valuations. In June 2001, the FASB issued SFAS 141, "Business Combinations", and SFAS 142, "Goodwill and Other Intangible Assets", effective for fiscal years beginning after December 15, 2001 with early adoption permitted for companies with fiscal years beginning after March 15, 2001. We currently have no intangible assets. At such time as we have intangible assets, we will adopt the new rules on accounting for goodwill and other intangible assets, Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the statements. Other intangible assets will continue to be amortized over their useful lives. Revenue Recognition. At such time as we have revenues from operations, we will adopt revenue recognitions policies consistent with generally acceptable accounting standards. Stock-Based Compensation. In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based Compensation" -- Transition and Disclosure, which amends SFAS 123. SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS 148 also requires prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. As permitted by SFAS 123, we have elected to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations including Financial Accounting Standards Board ("FASB") Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation -- an Interpretation of APB Opinion No. 25," and have adopted the disclosure-only provisions of SFAS 123. Accordingly, for financial reporting purposes, compensation cost for stock options granted to employees is measured as the excess, if any, of the estimated fair market value of our stock at the date of the grant over the amount an employee must pay to acquire the stock. Equity instruments issued to non-employees are accounted for in accordance with FAS 123 and Emerging Issues Task Force ("EITF") Abstract No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services." Interest Rate Risk We currently have debt and will undoubtedly incur debt to finance our operations. We anticipate that a substantial amount of our future debt and the associated interest expense will be subject to changes in the level of interest rates. Increases in interest rates would result in incremental interest expense. -12- ITEM 3. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures Based on their evaluations as of March 31, 2005, the principal executive officer and principal financial officer of the Company have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) are effective to ensure that information required to be disclosed by the Company in reports that the Company files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. (b) Changes in Internal Controls There were no significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these internal controls subsequent to the date of their most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. PART II - OTHER INFORMATION Item 1. Legal Proceedings. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. We issued no securities during the quarter ended March 31, 2005. Item 3. Defaults by the Company on its Senior Securities. None. Item 4. Submission of Matters to Vote of Security Holders. On December 16, 2004 the holders of 41,257,985 shares of our common stock, approximately 82.5% of the total shares issued and outstanding, consented in voting to the proposal to amend the Company's Certificate of Incorporation for the following purposes: (i) to increase the total number of shares of common stock authorized from 50,000,000 to 100,000,000; (ii) to increase the total number of shares of preferred stock authorized form 5,000,000 to 10,000,000; and (iii) to effect a 1-for-10 reverse stock split of our issued and outstanding common stock. We filed a preliminary and definitive Information Statement on Schedule 14C in connection with the Shareholder Consent and mailed a copy of the Information Statement to each shareholder of record as of December 16, 2004. The 1-for-10 reverse stock split was effected March 10, 2005. -13- As a result of the reverse stock split, the number of our shares of common stock issued and outstanding was reduced from 50,000,000 to 5,000,000 shares. Item 5. Other Information. Item 6. Exhibits. 31 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002. SIGNATURE In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 17, 2005 IMMUNOTECHNOLOGY CORPORATION By /s/ Mark A. Scharmann --------------------------------------- Chief Executive Officer and Chief Financial Officer -14- \ EX-31 2 ex31.txt CERT - CEO, CFO Exhibit 31 Form 10-QSB Immunotechnology Corporation File No. 0-24641 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mark A. Scharmann, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Immunotechnology Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and -1- 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 17, 2005 /s/ Mark A. Scharmann --------------------------------- Chief Executive Officer and Chief Financial Officer -2- EX-32 3 ex32.txt CERT 1350 - CEO, CFO Exhibit 32 Form 10-QSB Immunotechnology Corporation File No. 0-24641 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Pacific Alliance Corporation (the "Company") on Form 10-Q for the quarter ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark A. Scharmann, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1) the Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: June17, 2005 /s/ Mark A. Scharmann - ------------------------------------- Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----