-----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, VVmoGqCEIxF31MRl0XgLjfajGMeHPKDIai2FV5bQlbAj9l5fyo0sKBdv/Es+BuuZ rmmXDvpCCaPZ8+a68J7J4A== 0001012895-02-000070.txt : 20020506 0001012895-02-000070.hdr.sgml : 20020506 ACCESSION NUMBER: 0001012895-02-000070 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020506 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: 1934 Act SEC FILE NUMBER: 000-24641 FILM NUMBER: 02634865 BUSINESS ADDRESS: STREET 1: 1661 LAKEVIEW CIRCLE CITY: OGDEN STATE: UT ZIP: 84403 BUSINESS PHONE: 8013993632 FORMER COMPANY: FORMER CONFORMED NAME: LJC CORP DATE OF NAME CHANGE: 19891025 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOTECHNOLOGY LABORATORIES INC DATE OF NAME CHANGE: 19900503 10QSB 1 f10qmar02.txt MARCH 31, 2002 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: March 31, 2002 [ ] 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 8,050,731 - -------------------------------- ---------------------------- Title of Class Number of Shares Outstanding as of May 2, 2002 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) March 31, June 30, 2002 2001 ----------- ----------- CURRENT ASSETS Cash $ 22 $ - ----------- ----------- TOTAL ASSETS $ 22 $ - =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Bank Overdraft $ - $ 2,596 Accrued Expenses 48,413 37,012 Advances from officers, note 3 30,314 55,857 ----------- ----------- TOTAL CURRENT LIABILITIES 78,727 95,465 ----------- ----------- COMMITMENTS AND CONTINGENCIES, note 5 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 - 8,050,731 11,649 11,628 Paid in capital 338,081 274,016 Accumulated deficit prior to the development stage (151,332) (151,332) Accumulated deficit during the development stage (277,103) (229,777) ----------- ----------- TOTAL STOCKHOLDERS' DEFICIT (78,705) (95,465) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 22 $ - =========== =========== The accompanying notes are an integral part of these financial statements. 4 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (Unaudited)
From Inception of the Development Three Months Nine Months Three Months Nine Months Stage, July 1, 1992 ended ended ended ended through Mar 31, 2002 Mar 31, 2002 Mar 31, 2001 Mar 31, 2001 March 31, 2002 ------------ ------------ ------------ ------------ -------------- REVENUE $ - $ - $ - $ - $ - COST OF REVENUE - - - - - ------------ ------------ ------------ ------------ -------------- GROSS PROFIT - - - - - ------------ ------------ ------------ ------------ -------------- OPERATING EXPENSES Professional fees 9,857 34,978 13,110 24,111 181,260 Taxes and licenses - - 50 50 1,637 Bank fees and service charges 157 524 131 386 3,183 Agent Fees - 75 - - 75 Meals and entertainment - - - - 300 Travel 1,000 9,306 4,817 8,347 68,270 Office expense - 650 - - 8,950 Interest expense 643 1,793 808 1,527 13,428 ------------ ------------ ------------ ------------ -------------- TOTAL OPERATING EXPENSES $ 11,657 $ 47,326 $ 18,916 34,421 277,103 ------------ ------------ ------------ ------------ -------------- NET LOSS $ (11,657) $ (47,326) $ (18,916) $ (34,421) $ (277,103) ============ ============ ============ ============ ============== BASIC LOSS PER COMMON SHARE $ - $ - $ - $ - ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES 8,050,731 7,654,057 6,000,000 6,000,000 ============ ============ ============ ============
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 48 151,264 - - 151,312 Net Loss From July 1, 1992 through June 30, 2000 - - - (164,775) (164,775) ------------ ------------ ------------ ------------ ------------ Balance at June 30, 2000 11,628 274,016 (151,332) (164,775) (30,463) Net loss - - - (15,505) (15,505) ------------ ------------ ------------ ------------ ------------ Balance at December 31, 2000 11,628 274,016 (151,332) (180,280) (45,968) Net loss - - - (18,916) (18,916) ------------ ------------ ------------ ------------ ------------ Balance at March 31, 2001 $ 11,628 $ 274,016 $ (151,332) $ (199,196) $ (64,884) Net loss - - - (30,581) (30,581) ------------ ------------ ------------ ------------ ------------ Balance at June 30, 2001 $ 11,628 $ 274,016 $ (151,332) $ (229,777) $ (95,465) Issuance of common stock, upon conversion of debt, note 4 21 64,065 - - 64,086 Net loss - - - (35,669) (35,669) ------------ ------------ ------------ ------------ ------------ Balance at December 31, 2001 11,649 338,081 (151,332) (265,446) (67,048) Net loss - - - (11,657) (11,657) ------------ ------------ ------------ ------------ ------------ Balance at March 31, 2002 $ 11,649 $ 338,081 $ (151,332) $ (277,103) $ (78,705) ============ ============ ============ ============ ============
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, Nine Months Nine Months July 1, 1992 ended ended through Mar. 31, Mar. 31, Mar. 31, 2002 2001 2002 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (47,326) $ (34,421) $ (277,103) Adjustment to reconcile net loss to net cash used in operating activities Increase in accrued expenses 11,401 519 39,401 ----------- ----------- ----------- NET CASH USED IN OPERATING ACTIVITIES (35,925) (33,902) (237,702) ----------- ----------- ----------- 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 (2,596) 1,933 - Advances from an officer 38,543 31,895 230,224 Proceeds from notes payable - - 7,500 ----------- ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 35,947 33,828 237,724 ----------- ----------- ----------- NET INCREASE (DECREASE) IN CASH 22 (74) 22 CASH AT BEGINNING OF PERIOD - 74 - ----------- ----------- ----------- CASH AT END OF PERIOD $ 22 $ - $ 22 =========== =========== =========== Supplementary disclosures: Interest paid $ - $ - $ 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) MARCH 31, 2002 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 March 31, 2002, 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 nine months ended March 31, 2002, 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 March 31, 2002 total approximately $425,000 and expire between June 30, 2004 and June 30, 2015. Loss carryforwards are limited in accordance with the rules of change in ownership. Deferred tax benefit resulting from these loss carryforwards are subject to a 100% valuation allowance due to the uncertainty of realization. 8 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (Unaudited) MARCH 31, 2002 3. RELATED PARTY TRANSACTIONS Officers of the Company advance money to fund the Company's expenses. All advances bear interest at a rate of 10% and are due on demand. During the nine months ended March 31, 2002, an officer advanced $37,900. In August 2001, advances and related accrued interest for a total of $64,086 were converted into common stock (see note 4). The unpaid balance of advances (including accrued interest) was $30,314 and $55,857 at March 31, 2002 and June 30, 2001, respectively. An officer of the Company is a principal in a consulting firm to which the Company paid professional fees totaling $12,475 and $10,690 during the nine months ended March 31, 2002 and 2001, respectively. Professional fees owed to this firm totaled $18,526 and $12,174 at March 31, 2002 and June 30, 2001, 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. On August 22, 2001, the Company converted $64,086 of loans from officers and related accrued interest into 2,050,731 shares of common stock or $0.03125 per share. 5. 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 $20,000. 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. 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 or plans and objectives or our management or Board of Directors; (c) statements of future economic performance; (d) statements of assumptions underlying other statements and statements about us and our business relating to the future; and (e) any statements using the words "anticipate," "expect," "may," "project," "intend" or similar expressions. Results of Operations - --------------------- We are considered a development stage company with no assets or capital and with no operations or income since approximately 1992. Our costs and expenses associated with the preparation and filing of this filing and our other operations have, in large part, been paid for by two of our principal shareholders, Mark A. Scharmann and David Knudson. It is anticipated that we will require only nominal capital to maintain our viability and necessary funds will most likely be provided by our existing shareholders or our officers and directors in the immediate future until the completion of a proposed acquisition. Our 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 our financial statements during the nine months ended March 31, 2002, we Company did not have any revenues, and we have a net capital deficiency. These factors among other may indicate that we will be unable to continue as a going concern for a reasonable period of time. For the nine months ended March 31, 2002, we have funded our operations through loans from officers. As indicated above our officers have advanced money to fund our expenses. All advances bear interest at 10%, and are due on demand. During the nine months ended March 31, 2002, an officer advanced $38,543. During the nine months ended March 31, 2001, officers advanced a total of $31,895. In August 2001, advances and related accrued interest for a total of $64,086 were converted into common stock (see note 4 to our financial statements). The unpaid balance of such advances was $30,314 and $55,857 at March 31, 2002 and June 30, 2001, respectively. In the opinion of our management, inflation has not and will not have a material effect on our operations until such time as we successfully complete an acquisition or merger. At that time, our management will evaluate the possible effects of inflation as it relates to our business and operations following a successful acquisition or merger. 10 Plan of Operation - ----------------- Because we lack working capital it may be necessary for our officers and directors to either advance funds or for us to accrue expenses until such time as a successful business consolidation can be made. Our management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Our directors may receive compensation for services provided to us until such time as an acquisition or merger can be accomplished. However, if we engage outside advisors or consultants, it may be necessary for us to attempt to raise additional funds. We have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event we do need to raise capital the most likely method available to us would be the private sale of our securities. It is unlikely that we 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 we will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to us. We do 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. Our management is confident that we will be able to operate in this manner and to continue our 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. 11 ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. --------- None. (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: May 2, 2002 By/S/ David Knudson [Principal Accounting Officer] -----END PRIVACY-ENHANCED MESSAGE-----