-----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, EDKHphKWNX4WzT389GttGFF5iKL42i69td6Lq+O/4LXGyeyuJCnCNQsTmi6J9d98 byMAt6/utz7bWAJ+nbvwsw== 0001012895-99-000052.txt : 19990513 0001012895-99-000052.hdr.sgml : 19990513 ACCESSION NUMBER: 0001012895-99-000052 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOTECHNOLOGY CORP CENTRAL INDEX KEY: 0000789097 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841016435 STATE OF INCORPORATION: UT FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-24641 FILM NUMBER: 99618273 BUSINESS ADDRESS: STREET 1: 1661 LAKEVIEW CIRCLE CITY: OGDEN STATE: UT ZIP: 84403 BUSINESS PHONE: 8013993632 10QSB 1 FORM 10-QSB 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, 1999 [ ] 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 4,884,327 - -------------------------------- ---------------------------- Title of Class Number of Shares Outstanding as of March 31, 1999 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 SHEET ASSETS (Unaudited) March 31, June 30, 1999 1998 ----------- ----------- CURRENT ASSETS $ 20,568 $ 1,353 Cash ----------- ----------- TOTAL ASSETS $ 20,568 $ 1,353 =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accrued expenses $ 21,252 $ 32,663 Notes payable - 5,000 ----------- ----------- TOTAL CURRENT LIABILITIES 21,252 37,663 ----------- ----------- LONG TERM DEBT Note payable - 2,500 Advances from an officer - 47,116 ----------- ----------- TOTAL LONG TERM DEBT - 49,616 ----------- ----------- STOCKHOLDERS' DEFICIT 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 - 4,884,327 at March 31, 1999 and 1,157,996 at June 30, 1998 11,617 11,580 Paid in capital 239,163 122,752 Accumulated deficit prior to the development stage (151,332) (151,332) Accumulated deficit during the development stage (100,132) (68,926) ----------- ----------- TOTAL STOCKHOLDERS' DEFICIT (684) (85,926) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 20,568 $ 1,353 =========== =========== 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 Quarter Nine Months Stage, July 1, 1992 ended ended through Mar 31, 1999 Mar 31, 1999 Mar 31, 1999 ------------ ------------ --------------- REVENUE $ - $ - $ - COST OF REVENUE - - - ------------ ------------ --------------- GROSS PROFIT - - - OPERATING EXPENSES Professional fees 8,077 18,925 60,456 Taxes and licenses - 42 1,380 Bank fees and service charges 41 83 1,677 Meals and entertainment - - 300 Travel 3,772 6,017 21,608 Office expense 313 988 6,951 Interest expense 2,104 5,151 7,760 ------------ ------------ --------------- TOTAL OPERATING EXPENSES $ 14,307 $ 31,206 $ 100,132 ------------ ------------ --------------- NET LOSS $ (14,307) $ (31,206) $ (100,132) ============ ============ =============== BASIC LOSS PER COMMON SHARE $ (0.01) $ (0.03) ------------ ------------ WEIGHTED AVERAGE NUMBER OF COMMON SHARES 1,157,996 1,157,996 ============ ============ 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) Net Loss from July 1, 1992 through June 30, 1998 - - - (68,926) (68,926) ------------ ------------ ------------ ------------ ------------ Balance at June 30, 1998 11,580 122,752 (151,332) (68,926) (85,926) Net loss - - - (16,899) (16,899) ------------ ------------ ------------ ------------ ------------ Balance at December 31, 1998 11,580 122,752 (151,332) (85,825) (102,825) Net loss - - - (14,307) (14,307) Issuance of common stock upon conversion of debt, note 5 37 116,411 - - 116,448 ------------ ------------ ------------ ------------ ------------ Balance at March 31, 1999 $ 11,617 $ 239,163 $ (151,332) $ (100,132) $ (684) ============ ============ ============ ============ ============
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, Quarter Nine months July 1, 1992 ended ended through March 31, March 31, March 31, 1999 1999 1999 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (14,307) $ (31,206) $ (100,132) Adjustment to reconcile net loss to net cash used in operating activities Increase (decrease) in accrued expenses 2,104 (4,704) 10,959 ----------- ----------- ----------- NET CASH USED IN OPERATING ACTIVITIES (12,203) (35,910) (89,173) ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES - - - ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Advances from an officer 32,075 55,125 102,241 Proceeds from notes payable - - 7,500 ----------- ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 32,075 55,125 109,741 ----------- ----------- ----------- NET INCREASE (DECREASE) IN CASH 19,872 19,215 20,568 CASH AT BEGINNING OF PERIOD 696 1,353 - ----------- ----------- ----------- CASH AT END OF PERIOD $ 20,568 $ 20,568 $ 20,568 ----------- ----------- ----------- Supplementary disclosures: Interest paid $ - $ 1,000 $ 1,660 =========== =========== =========== 7 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (Unaudited) March 31, 1999 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. Presently, the Company has no operations. 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, 1999, 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 quarter ended March 31, 1999, the Company funded its disbursements by loans from an officer and other individuals. 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. 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. 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 and notes payable approximate fair value. 2. INCOME TAXES The Company has loss carryforwards available to offset future taxable income. The loss carryforwards at March 31, 1999 total approximately $251,000 and expire between June 30, 2004 and June 30, 2019. Loss carryforwards are limited in accordance with change in ownership rules of the Internal Revenue Code. 3. RELATED PARTY TRANSACTIONS An officer of the Company advanced money to the Company during the quarter and nine months ended March 31, 1999. The advances are bearing interest at a rate of 10%. At March 31, 1999, these advances and related accrued interest were converted into shares of common stock (see Note 5). 8 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS (Unaudited) March 31, 1998 4. NOTES PAYABLE The Company had notes payable with minority shareholders for a total of $7,500. These notes bear interest at 10%. At March 31, 1999, these notes payable and related accrued interest were converted into shares of common stock (see Note 5). 5. COMMON STOCK In January 1998, the Company recorded a reverse split on a 1-for-10 basis of its outstanding shares. The total of 11,579,960 outstanding shares of common stock of common stock was converted to 1,157,996. At March 31, 1999, the Company converted its advances to the 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. The issuance of common stock did not affect the calculation of weighted average number of shares as it occurred at the closing of the last day of the quarter ended March 31, 1999. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General - ------- The Registrant was incorporated on November 30, 1989, in the state of Delaware. The Registrant'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 Registrant's only business has been the operation of ITL, whose operations were discontinued in 1992. Since discontinuing operations in 1992 the Registrant has had no operations is now seeking potential business acquisition or opportunities to enter in an effort to commence business operations. The Registrant does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. The Registrant has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. The selection of a business opportunity in which to participate is complex and risky. Additionally, as the Registrant has only limited resources, it may be difficult to find good opportunities. There can be no assurance that the Registrant will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Registrant and its shareholders. The Registrant will select any potential business opportunity based on management's business judgment. The activities of the Registrant are subject to several significant risks which arise primarily as a result of the fact that the Registrant has no specific business and may acquire or participate in a business opportunity based on the decision of management which potentially could act without the consent, vote, or approval of the Registrant's shareholders. Because of the Registrant's current status having no assets and no recent operating history, in the event the Registrant does successfully acquire or merge with an operating business opportunity, it is likely that the Registrant's present shareholders will experience substantial dilution and there will be a probable change in control of the Registrant. The Registrant has voluntarily filed its registration statement on Form 10SB in order to make information concerning itself more readily available to the public. Management believes that being a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide a prospective merger or acquisition candidate with additional 10 information concerning the Registrant. In addition, management believes that this might make the Registrant more attractive to an operating business opportunity as a potential business combination candidate. As a result of filing its registration statement, the Registrant is obligated to file with the Commission certain interim and periodic reports including an annual report containing audited financial statements. The Registrant intends to continue to voluntarily file these periodic reports under the Exchange Act even if its obligation to file such reports is suspended under applicable provisions of the Exchange Act. Any target acquisition or merger candidate of the Registrant will become subject to the same reporting requirements as the Registrant upon consummation of any such business combination. Thus, in the event that the Registrant successfully completes an acquisition or merger with another operating business, the resulting combined business must provide audited financial statements for at least the two most recent fiscal years or, in the event that the combined operating business has been in business less than two years, audited financial statements will be required from the period of inception of the target acquisition or merger candidate. Sources of Business Opportunities - --------------------------------- The Registrant intends to use various sources in its search for potential business opportunities including its officers and directors, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Because of the Registrant's lack of capital, it may not be able to retain on a fee basis professional firms specializing in business acquisitions and reorganizations. Rather, the Registrant will most likely have to rely on outside sources, not otherwise associated with the Registrant, that will accept their compensation only after the Registrant has finalized a successful acquisition or merger. To date, the Registrant has not engaged nor entered into any discussions, negotiations, agreements nor understandings regarding retention of any consultant to assist the Registrant in its search for business opportunities, nor is management presently in a position to actively seek or retain any prospective consultants for these purposes. The Registrant does not intend to restrict its search to any specific kind of industry or business. The Registrant may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which the Registrant may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of, or merger with, an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that the Registrant could provide a potential public vehicle for a private entity interested in becoming a publicly held corporation without the time and expense typically associated with an initial public offering. The investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements, disclosure documents, and other instruments will require management time and attention and will require the Company to incur costs for payment of accountants, attorneys, and others. If a decision is made not to participate in or complete the acquisition of a 11 specific business opportunity, the costs incurred in a related investigation will not be recoverable. Further, even if agreement is reached for the participation in a specific business opportunity by way of investment or otherwise, the failure to consummate the particular transaction may result in the loss to the Company of all related costs incurred. Currently, management is not able to determine the time or resources that will be necessary to complete the participation in or acquisition of any future business prospect. There is no assurance that the Company will be able to acquire an interest in any such prospects, products or opportunities that may exist or that any activity of the Company, regardless of the completion of any participation in or the acquisition of any business prospect, will be profitable. Liquidity and Capital Resources - ------------------------------- Although the Company has had only limited expenses, it may have to incur additional legal and accounting costs to remain current on its financial and corporate reporting obligations. Management anticipates that the Company will incur more cost including legal and accounting fees to locate and complete a merger or acquisition. At the present time the Company does not have the assets to meet these financial requirements. At March 31, 1999, the Company had assets consisting of $20,568 cash and current liabilities of $21,252, for a working capital deficit of $(684). The Company has only incidental ongoing expenses primarily associated with maintaining its corporate status and professional fees associated with accounting and legal costs. An officer of the Company has advanced money to the Company during the nine-month period ending March 31, 1999. The advances bear interest at a rate of 10% and have no maturity date. At March 31, 1999, the Company converted its advances from officers and minority shareholders and related accrued interest of $116,448 into 3,726,331 shares of common stock of the Company at a conversion rate of $0.03125 per share. An officer of the Company is providing the Company with a location for its offices on a "rent free basis" and no salaries or other form of compensation are being paid by the Company for the time and effort required by management to run the Company. The Company does intend to reimburse its officers and directors for out of pocket cost. Results of Operations - --------------------- Since discontinuing operations in 1992, the Company has not generated revenue and it is unlikely that any revenue will be generated until the Company locates a business opportunity with which to acquire or merge. For the nine month period ended March 31, 1999, the Company has incurred $31,206 in general and administrative expenses. From inception as a development stage company (July 1, 1992)the Company has an accumulated net loss of $(100,132). 12 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. --------- No exhibits are included as they are either not required or not applicable. (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 12, 1999 By/S/John A. Wise, President and Director EX-27 2 FINANCIAL DATA SCHEDULE
5 0000789097 IMMUNOTECHNOLOGY CORP 9-MOS JUN-30-1999 MAR-31-1999 20,568 0 0 0 0 20,568 0 0 20,568 21,252 0 0 0 250,780 (251,464) 20,568 0 0 0 0 26,055 0 5,151 (31,206) 0 0 0 0 0 (31,206) (0.03) (0.03)
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