-----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, NZDi/V5WX9HX9OqI0LyiGLqGXywSqD8z0WsPozx8aRRspvrqFsWnjGHpXL/qhOTM 3h01fqdBhiMaHOsXeYcQjw== 0001016193-04-000052.txt : 20040527 0001016193-04-000052.hdr.sgml : 20040527 20040527112928 ACCESSION NUMBER: 0001016193-04-000052 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040527 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: 04834048 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 tenq-0304.txt 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, 2004 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 identificationNo.) 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: None 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 May 26, 2004 - 50,000,000 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, 2004 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: Independent Accountants' Review Report 3 Balance Sheets 4 Unaudited Statements of Operations 5 Unaudited Statements of Stockholders' Deficit 6 Unaudited Statements of Cash Flows 7 Notes to Financial Statements 8 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Controls and Procedures 12 PART II - OTHER INFORMATION Page ---- Item 1. Legal Proceedings 12 Item 2. Changes in the Securities 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Results of Votes of Security Holders 12 Item 5. Other Information 12 Item 6(a). Exhibits 12 Item 6(b). Reports on Form 8-K 13 2 INDEPENDENT ACCOUNTANTS' REVIEW REPORT To the Stockholders of ImmunoTechnology Corporation We have reviewed the accompanying balance sheets of ImmunoTechnology Corporation (a Delaware corporation in the Development Stage) as of March 31, 2004 and June 30, 2003 and the statements of operations for the three months and nine months ended March 31, 2004 and 2003 and for the period from inception of the development stage (July 1, 1992) through March 31, 2004, the statements cash flows for the nine months ended March 31, 2004 and 2003 and for the period from inception of the development stage (July 1, 1992) through March 31, 2004, and the statements of stockholders' deficit for the period from inception (July 1, 1992) through March 31, 2004. These financial statements are the responsibility of the management of ImmunoTechnology Corporation. We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments to the financial statements that might be necessary should the Company be unable to continue as a going concern. /s/ Rose, Snyder & Jacobs A Corporation of Certified Public Accountants Encino, California May 20, 2004 3 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS ASSETS (Unaudited) (Audited) March 31, June 30, 2004 2003 ---------- ---------- CURRENT ASSETS Cash $ 717 $ - ---------- ---------- TOTAL ASSETS $ 717 $ - ========== ========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Bank overdraft $ - $ 996 Accrued expenses 47,126 59,598 Note payable, note 4 20,000 20,000 Advances from officers, note 3 89,184 20,234 ---------- ---------- TOTAL CURRENT LIABILITIES 156,310 100,828 ---------- ---------- COMMITMENTS AND CONTINGENCIES, note 6 STOCKHOLDERS' DEFICIT, note 5 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 - 50,000,000 12,068 12,068 Paid in capital 398,976 398,976 Accumulated deficit prior to the development stage (151,332) (151,332) Accumulated deficit during the development stage (415,305) (360,540) ---------- ---------- TOTAL STOCKHOLDERS' DEFICIT (155,593) (100,828) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 717 $ - ========== ========== Prepared without audit. See independent accountants' review report and notes to financial statements 4 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) UNAUDITED STATEMENTS OF OPERATIONS
From Inception of the Development Stage, July Three Nine Three Nine 1, 1992 months ended months ended monthsended months ended through March 31, March 31, March 31, March 31, March 31, 2004 2004 2003 2003 2004 ----------- ----------- ----------- ----------- ---------- REVENUE $ - $ - $ - $ - $ - COST OF REVENUE - - - - - ----------- ----------- ----------- ----------- ---------- GROSS PROFIT - - - - - OPERATING EXPENSES Professional fees 7,185 27,061 14,658 35,077 271,536 Taxes and licenses - 229 - - 1,866 Bank fees and service charges 83 429 165 548 4,549 Travel 10,215 19,563 2,418 9,135 102,764 Office expense 250 2,037 - - 12,037 Interest expense 2,230 5,446 (607) 1,758 22,153 ----------- ----------- ----------- ----------- ---------- TOTAL OPERATING EXPENSES 19,963 54,765 16,634 46,518 414,905 ----------- ----------- ----------- ----------- ---------- NET LOSS $ (19,963) $ (54,765) $ (16,634) $ (46,518) $ (414,905) =========== =========== =========== =========== ========== BASIC LOSS PER COMMON SHARE $ - $ - $ - $ - =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES 50,000,000 50,000,000 50,000,000 43,917,425 =========== =========== =========== ===========
Prepared without audit. See independent accountants' review report and notes to financial statements. 5 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) UNAUDITED STATEMENTS OF STOCKHOLDERS' DEFICIT Accumulated Accumulated Common Deficit Deficit Stock Additional Prior to After Par Paid-in July 1, July 1, Value Capital 1992 1992 Total ------- -------- --------- --------- --------- Balance at July 1, 1992 $11,580 $122,752 $(151,332) $ - $ (17,000) Issuance of common stock, upon conversion of debt, note 5 69 215,329 - - 215,398 Activity July 1, 1992 through June 30, 2002 - - - (287,773) (287,773) ------- -------- --------- --------- --------- Balance at June 30, 2002 11,649 338,081 (151,332) (287,773) (89,375) Issuance of common stock, upon conversion of debt, note 5 19 60,895 - - 60,914 Net Loss - - - (29,884) (29,884) ------- -------- --------- --------- --------- Balance at December 31, 2002 11,668 398,976 (151,332) (317,657) (58,345) Stock split under the form of dividend, note 5 400 - - (400) - Net Loss - - - (42,483) (42,483) ------- -------- --------- --------- --------- Balance at June 30, 2003 12,068 398,976 (151,332) (360,540) (100,828) Net loss - - - (34,802) (34,802) ------- -------- --------- --------- --------- Balance at December 31, 2003 12,068 398,976 (151,332) (395,342) (135,630) Net loss - - - (19,963) (19,963) ------- -------- --------- --------- --------- Balance at March 31, 2004 $12,068 $398,976 $(151,332) $(415,305) $(155,593) ======= ======== ========= ========= ========= Prepared without audit. See independent accountants' review report and notes to financial statements. 6 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) UNAUDITED STATEMENTS OF CASH FLOWS
From Inception of the Development Nine Nine Stage, July 1, months ended months ended 1992 through March 31, 2004 March 31, 2003 March 31, 2004 -------------- -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (54,765) $ (46,518) $ (414,905) Adjustment to reconcile net loss to net cash used in operating activities: Increase (decrease) in accrued expenses (12,472) 5,772 42,449 -------------- -------------- -------------- NET CASH USED IN OPERATING ACTIVITIES (67,237) (40,746) (372,456) -------------- -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Advances from an officer - - 10,000 Repayment of advances to an officer - - (10,000) -------------- -------------- -------------- NET CASH PROVIDED BY INVESTING ACTIVITIES - - - -------------- -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Bank overdraft (996) (23) - Advances from an officer 68,950 20,975 366,181 Repayments of advances to an officer - - (20,508) Proceeds from notes payable - 20,000 27,500 -------------- -------------- -------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 67,954 40,952 373,173 -------------- -------------- -------------- NET INCREASE IN CASH 717 206 717 CASH AT BEGINNING OF PERIOD - - - -------------- -------------- -------------- CASH AT END OF PERIOD $ 717 $ 206 $ 717 ============== ============== ============== Supplementary disclosures: Interest paid $ 2,560 $ - $ 4,771 ============== ============== ==============
Prepared without audit. See independent accountants' review report and notes to financial statements. 7 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2004 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. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine-month period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending June 30, 2004. For further information refer to the financial statements and footnotes thereto included in the Company's Form 10-KSB for the year ended June 30, 2003. 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, 2004, the Company did not generate any revenue, and has a net capital deficiency. These factors among others 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, 2004, the Company funded its disbursements by loans from an officer. 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, 2004 total approximately $550,000 and expire between June 30, 2004 and June 30, 2024. Loss carry-forwards 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. Prepared without audit. See independent accountants' review report. 8 3. RELATED PARTY TRANSACTIONS An officer of the Company advanced money to fund the Company's expenses. All advances bear interest at 10% and are due on demand. During the nine months ended March 31, 2004, an officer advanced $68,950. The unpaid balance of advances was $89,184 and $20,234 at March 31, 2004 and June 30, 2003, respectively. A former officer of the Company is a principal in a consulting firm to which the Company paid professional fees totaling $21,245 and $14,227 during the nine months ended March 31, 2004 and 2003, respectively. Professional fees owed to this firm totaled $10,328 and $23,004 at March 31, 2004 and June 30, 2003, respectively. 4. NOTE PAYABLE During the three months ended March 31, 2003, an unrelated individual advanced $20,000 to fund the Company's expenses. This advance bears interest at 7% and is due on demand. 5. COMMON STOCK On March 31, 1999, the Company converted its advances from an officer, notes payable to minority shareholders and related accrued interest totaling $116,448 into 3,726,331 shares of common stock (18,631,655 after stock split) or $0.03125 per share. On June 21, 2000, the Company converted its advances from another officer and related accrued interest totaling $34,864 into 1,115,673 shares of common stock (5,578,365 after stock split) or $0.03125 per share. On August 22, 2002, the Company converted $64,086 of loans from officers and related accrued interest into 2,050,731 shares of common stock (10,253,655 after stock split) or $0.03125 per share. During the year ended June 30, 2003 the Company converted $60,914 of loans from officers and accrued interest into 1,949,269 shares of common stock (9,746,345 after stock split) or $0.03125 per share. On May 13, 2003, the Board of Directors approved a 5 for 1 stock split of the outstanding common stock in the form of dividend. Weighted average number of shares used in the calculation of earnings per share has been retroactive restated to consider this stock split. 6. COMMITMENTS AND CONTINGENCIES The Company accrued $17,000 for legal services performed prior to the development stage. Should this balance accrue interest, the liability could increase by approximately $26,000. 7. SUBSEQUENT EVENT On April 21, 2003, the Company entered into an agreement and plan of merger with Ultimate Security System Corporation ("Ultimate"). Ultimate is the manufacturer of the Power Lock(TM) vehicle security system, and is located at Irvine, California. Upon approval of the merger by both parties, the Company will issue shares of common stock to Ultimate, and warrants to Troika Capital Investment, the majority shareholder of the company. Following the transaction, the Company will increase its capitalization from 50,000,000 to 500,000,000 authorized shares of common stock. Please refer to Form 8-K filed with the SEC on April 23, 2003. The Company is still negotiating the details of the transaction. Prepared without audit. See independent accountants' review report. 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 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. Merger Agreement and Forward Stock Split On April 21, 2003, we entered into an Agreement and Plan of Merger with Ultimate Security Systems Corporation ("Ultimate"), a copy of which was attached as an exhibit to our Form 8-K filed with the Securities and Exchange Commission on April 23, 2003 (the "Merger Agreement"). The following discussion regarding the terms of the Merger Agreement is subject to, and qualified in its entirety by, the detailed provisions of the Merger Agreement and any exhibits thereto. 10 On May 13, 2002, our Board of Directors approved a 5 for 1 stock split of our issued and outstanding common stock which was effective on May 28, 2003. As a result of the 5:1 forward split, our total issued and outstanding stock increased from 10,000,000 shares issued and outstanding to 50,000,000 shares issued and outstanding. The purpose for the stock split was to increase the marketability and liquidity of the common stock and increase the number of issued and outstanding shares of our common stock. As a result of the stock split, each share of our issued and outstanding common stock on May 23, 2003 may be exchanged for 5 fully paid and nonassessable shares of common stock, $0.00001 par value per share. Due to the forward split of our stock, certain provisions of the merger were adjusted per the Merger Agreement which provides for such adjustments due to the forward split. Pursuant to the amended terms, we will register approximately 366,666,667 shares of our Common Stock for issuance to the Ultimate Shareholders in exchange for the shares of Ultimate Common and Preferred Stock and related warrants. In order to have sufficient authorized capital to be able to reserve enough shares for the warrants and options outstanding following the effectiveness of the Merger, and to provide additional shares to be available for sale in connection with Ultimate's proposed fund raising following the Merger, we will also increase our capitalization from 50,000,000 authorized common shares to 500,000,000 shares of common stock. Financial Condition Total assets at March 31, 2004 were $717. As of June 30, 2003, the Company had no assets and liabilities $100,828. The Company's total liabilities as of March 31, 2004 were $156,310. The Company's liabilities include, but are not limited to; $89,184 loans from officers, $47,126 accrued expenses and $20,000 note payable. As indicated officers of the Company have advanced money to fund the Company's expenses. All advances bear interest at 10%, and are due on demand. During the nine months ended December 31, 2004, Mark Scharmann advanced a total of $68,950. David Knudson, a former officer of the Company, is a principal in a consulting firm to which the Company paid professional fees totaling $21,245 during the nine months ended March 31, 2004. Professional fees owed to this firm totaled $10,328 at March 31, 2004. Results of Operations The Company generated no revenues in 2003 or 2004 since the Confirmation Date of its Bankruptcy Reorganization. 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. 11 The Company had a net loss of $19,963 for the three months ended March 31, 2004. This compares to a net loss of $16,634 for the three months ended March 31, 2003. The Company's expenses for the quarter ended March 31, 2004 consisted of travel, professional fees, interest and other expenses. The Company had a net loss of $54,765 for the nine months ended March 31, 2004 and $46,518 for the nine months ended March 31, 2003. 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, 2004, 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. Changes in the Rights of the Company's Security Holders. None. Item 3. Defaults by the Company on its Senior Securities. None. Item 4. Submission of Matters to Vote of Security Holders. No matter was submitted to a vote of the Company's security holders for the quarter ended March 31, 2004. Item 5. Other Information. Item 6(a). 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. 12 Item 6(b). Reports on Form 8-K. None. 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: May 26, 2004 IMMUNOTECHNOLOGY CORPORATION By /s/ Mark A. Scharmann Chief Executive Officer and Chief Financial Officer 13 EX-31 2 ex31-0304.txt 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 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: May 26, 2004 /s/ Mark A. Scharmann Chief Executive Officer and Chief Financial Officer 2 EX-32 3 ex32-0304.txt 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, 2004 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: May 26, 2004 /s/ Mark A. Scharmann Chief Executive Officer and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----