-----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, FF61MtvHjFhVBPppv5U19aa9squ8RuayT9fKvTJh5reIMcKJ/fxMjaVoAryEgi/R YV6q/6mtbue1tLxXiCap/Q== 0001012895-01-500025.txt : 20010223 0001012895-01-500025.hdr.sgml : 20010223 ACCESSION NUMBER: 0001012895-01-500025 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010214 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: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-24641 FILM NUMBER: 1546037 BUSINESS ADDRESS: STREET 1: 1661 LAKEVIEW CIRCLE CITY: OGDEN STATE: UT ZIP: 84403 BUSINESS PHONE: 8013993632 10QSB 1 f10qoodec.txt IMMUNOTECHNOLOGY FORM 10QSB 1 SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-QSB [X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended: December 31, 2000 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from _____________ to ____________ Commission File Number 0-24641 ------- IMMUNOTECHNOLOGY CORPORATION ---------------------------------------------- (Name of Small Business Issuer in its charter) Delaware 84-1016435 - ------------------------------- -------------------------- (State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization) 1661 Lakeview Circle, Ogden, Utah 84403 ------------------------------------------------------ (Address of principal executive offices and Zip Code) (801) 399-3632 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. (1) Yes X No (2) Yes X No --- --- --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, Par Value $0.00001 6,000,000 - -------------------------------- ---------------------------- Title of Class Number of Shares Outstanding as of December 31, 2000 2 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS IMMUNOTECHNOLOGY CORPORATION FINANCIAL STATEMENTS (UNAUDITED) The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company. 3 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS ASSETS (Unaudited) December 31, June 30, 2000 2000 ----------- ----------- CURRENT ASSETS Cash $ 63 $ 74 ----------- ----------- TOTAL ASSETS $ 63 $ 74 =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accrued expenses $ 22,977 $ 21,533 Advances from officers 23,054 9,004 ----------- ----------- TOTAL CURRENT LIABILITIES 46,031 30,537 ----------- ----------- STOCKHOLDERS' DEFICIT, note 4 Preferred stock, par value $.00001 per share Authorized - 5,000,000 shares Issued - none Common stock, par value $.00001 per share Authorized - 50,000,000 shares Issued and outstanding - 6,000,000 11,628 11,628 Paid in capital 274,016 274,016 Accumulated deficit prior to the development stage (151,332) (151,332) Accumulated deficit during the development stage (180,280) (164,775) ----------- ----------- TOTAL STOCKHOLDERS' DEFICIT (45,968) (30,463) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 63 $ 74 =========== =========== The accompanying notes are an integral part of these financial statements. 4 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS (Unaudited)
From Inception of the Development Three Months Six Months Three Months Six Months Stage, July 1, 1992 ended ended ended ended through Dec 31, 2000 Dec 31, 2000 Dec 31, 1999 Dec 31, 1999 December 31, 2000 ------------ ------------ ------------ ------------ -------------- REVENUE $ - $ - $ - $ - $ - COST OF REVENUE - - - - - ------------ ------------ ------------ ------------ -------------- GROSS PROFIT - - - - - ------------ ------------ ------------ ------------ -------------- OPERATING EXPENSES Professional fees 7,078 11,001 3,530 8,270 108,458 Taxes and licenses - - - - 1,587 Bank fees and service charges 214 255 42 104 2,349 Meals and entertainment - - - - 300 Travel 3,530 3,530 - 2,000 50,147 Office expense - - 125 280 7,770 Interest expense 465 719 125 133 9,669 ------------ ------------ ------------ ------------ -------------- TOTAL OPERATING EXPENSES $ 11,287 $ 15,505 $ 3,822 10,787 180,280 ------------ ------------ ------------ ------------ -------------- NET LOSS $ (11,287) $ (15,505) $ (3,822) $ (10,787) $ (180,280) ============ ============ ============ ============ ============== BASIC LOSS PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES 6,000,000 6,000,000 4,884,327 4,884,327 ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. 5 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF STOCKHOLDERS' DEFICIT
Accumulated Common Additional Deficit Prior Accumulated Stock Paid-in to Deficit After Par Value Capital July 1, 1992 July 1, 1992 Total ------------ ------------ ------------ ------------ ------------ Balance at July 1, 1992 $ 11,580 $ 122,752 $ (151,332) $ - $ (17,000) Issuance of common stock upon conversion of debt, note 4 37 116,411 - - 116,448 Net Loss from July 1, 1992 through June 30, 1999 - - - (119,267) (119,267) ------------ ------------ ------------ ------------ ------------ Balance at June 30, 1999 11,617 239,163 (151,332) (119,267) (19,819) Net loss - - - (6,965) (6,965) ------------ ------------ ------------ ------------ ------------ Balance at September 30, 1999 11,617 239,163 (151,332) (126,232) (26,784) Net loss - - - (3,822) (3,822) ------------ ------------ ------------ ------------ ------------ Balance at December 31, 1999 11,617 239,163 (151,332) (130,054) (30,606) ------------ ------------ ------------ ------------ ------------ Issuance of common stock upon conversion of debt, note 4 11 34,853 - - 34,864 Net loss - - - (34,721) (34,721) ------------ ------------ ------------ ------------ ------------ Balance at June 30, 2000 11,628 274,016 (151,332) (164,775) (30,463) Net loss - - - (4,218) (4,218) ------------ ------------ ------------ ------------ ------------ Balance at September 30, 2000 11,628 274,016 (151,332) (168,993) (34,681) ------------ ------------ ------------ ------------ ------------ Net loss - - - (11,287) (11,287) ------------ ------------ ------------ ------------ ------------ Balance at December 31, 2000 $ 11,628 $ 274,016 $ (151,332) $ (180,280) $ (45,968) ============ ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. 6 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS (Unaudited) From Inception of the Development Stage, Six months Six months July 1, 1992 ended ended through Dec. 31, Dec. 31, Dec. 31, 2000 1999 2000 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (15,505) $ (10,787) $ (180,280) Adjustment to reconcile net loss to net cash used in operating activities Increase in accrued expenses 1,444 150 13,965 ----------- ----------- ----------- NET CASH USED IN OPERATING ACTIVITIES (14,061) (10,637) (166,315) ----------- ----------- ----------- 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: Advances from an officer 14,050 9,983 158,878 Proceeds from notes payable - - 7,500 ----------- ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 14,050 9,983 166,378 ----------- ----------- ----------- NET INCREASE (DECREASE) IN CASH (11) (654) 63 CASH AT BEGINNING OF PERIOD 74 991 - ----------- ----------- ----------- CASH AT END OF PERIOD $ 63 $ 337 $ 63 =========== =========== =========== Supplementary disclosures: Interest paid $ - $ 8 $ 1,736 =========== =========== =========== The accompanying notes are an integral part of these financial statements. 7 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (Unaudited) DECEMBER 31, 2000 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Going Concern - ------------------------------ ImmunoTechnology Corporation was incorporated on November 30, 1989 under the laws of the State of Delaware. ImmunoTechnology Corporation operated a medical test laboratory until 1992, when it ceased operations. The Company is no longer 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. In the opinion of management, all normal recurring adjustments considered necessary for fair presentation have been included. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements during the quarter ended December 31, 2000, the Company did not generate any revenue, and has a net capital deficiency. These factors among other may indicate that the Company will be unable to continue as a going concern for a reasonable period of time. For the six months ended December 31, 2000, the Company funded its disbursements by loans from officers. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Cash Flows - ---------- Cash consists of balances in a demand account at a bank. Estimates - --------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Fair Value of Financial Instruments - ----------------------------------- The carrying amounts of the Company's advances approximate fair value. 2. INCOME TAXES The Company has loss carryforwards available to offset future taxable income. The loss carryforwards at December 31, 2000 total approximately $331,000 and expire between June 30, 2004 and June 30, 2015. Loss carryforwards are limited in accordance with change in ownership rules of the Internal Revenue Code. 8 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (Unaudited) DECEMBER 31, 2000 3. RELATED PARTY TRANSACTIONS An officer of the Company advanced money to the Company. At March 31, 1999, the advances and related accrued interest were converted into shares of common stock (see Note 4). During the quarter ended September 30, 1999, the officer repaid $3,696 that the Company had lent to him, and advanced an additional $3,287 to the Company. At June 21, 2000, $34,865 of advances from another officer were converted into shares of common stock (see note 4). During the six months ended December 31, 2000, this officer advanced an additional $14,050 to the Company. All advances bear interest at a rate of 10% and are due on demand. The balance of this advance was $23,054 and $9,004 at December 31, 2000 and June 30, 2000, respectively. An officer of the Company is a principal in a consulting firm to which the Company paid professional fees totaling $3,147 and $8,270 during the six months ended December 31, 2000 and 1999, respectively. 4. COMMON STOCK On March 31, 1999, the Company converted its advances from an officer, notes payable to minority shareholders and related accrued interest of $116,448 into 3,726,331 shares of common stock or $0.03125 per share. On June 21, 2000, the Company converted its advances to another officer and related accrued interest totaling $34,865 into 1,115,673 shares of common stock or $0.03125 per share. 6. COMMITMENTS AND CONTINGENCIES The Company accrued $17,000 for legal services performed prior to the development stage. Should the balance accrue interest, the liability could increase by approximately $18,000. 9 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. The Company is including this cautionary statement for the express purpose of availing itself of the protections of the safe harbor provided by the Private Securities Litigation Reform Act of 1995 with respect to all such 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. Results of Operations - --------------------- The Company is considered a development stage company with no assets or capital and with no operations or income since approximately 1992. The Company's costs and expenses associated with the preparation and filing of this filing and other operations of the Company have been paid for by shareholders of the Company, specifically Mark A. Scharmann and David Knudson. It is anticipated that the Company will require only nominal capital to maintain the corporate viability and necessary funds will most likely be provided by the Company's existing shareholders or its officers and directors in the immediate future until the completion of a proposed acquisition. In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Company as it relates to its business and operations following a successful acquisition or merger. Plan of Operation - ----------------- Because the Company lacks funds, it may be necessary for the officers and directors to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. The Company's directors may receive compensation for services provided to the Company until such time as an acquisition or merger can be accomplished. However, if the Company engages outside advisors or consultants, it may be necessary for the Company to attempt to raise additional funds. The Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. It is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. 10 The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON 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 (a) Exhibits. --------- 27 Financial Data Schedule (b) Reports on Form 8-K. -------------------- None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMMUNOTECHNOLOGY CORPORATION [Registrant] Dated: February 14, 2001 By/S/ David Knudson [Principal Accounting Officer] -----END PRIVACY-ENHANCED MESSAGE-----