U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 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 ý No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act). Yes ¨ No ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ý No ¨

Common Stock outstanding at November 11, 2005 - 5,120,016 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 September 30, 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:
	Balance Sheets	3
	Statements of Operations	4
	Statements of Stockholders’ Deficit	5
	Statements of Cash Flows	6
	Notes to Interim Unaudited Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Controls and Procedures	17

Page

Item 1.	Legal Proceedings	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

2

IMMUNOTECHNOLOGY CORPORATION

(A Development Stage Company)

BALANCE SHEETS

ASSETS
	September 30,			June 30,
	2005			2005
	(Unaudited)
Current Assets
Cash	$	387		$	11,775
TOTAL ASSETS	$	387		$	11,775
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued expenses	$	101,942		$	106,538
Short-term notes payable		158,197			131,602
Loans from officers		205,357			199,282
Total current liabilities		465,496			437,422
Stockholders' Deficit
Preferred Stock, par value $0.00001, authorized 10,000,000 shares;
issued and outstanding - none		-			-
Common Stock, par value $0.00001, authorized 100,000,000 shares;
5,120,016 shares issued and outstanding		51			51
Paid-in Capital		525,627			517,877
Accumulated deficit prior to the developmental stage		(151,332	)		(151,332	)
Accumulated deficit during the developmental stage		(839,455	)		(792,243	)
Total Stockholders Deficit		(465,109	)		(425,647	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	387		$	11,775

See notes to interim unaudited financial statements

3

IMMUNOTECHNOLOGY CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

							From Inception of
							the Developmental
							Stage,
	For the Three Months Ended						July 1, 1992
	September 30,						through
	2005			2004			September 30, 2005
Operating Expenses:
Professional fees	$	34,490		$	21,734		$	454,792
Transfer agent		500			-			8,411
Taxes and licenses		-			75			2,725
Bank fees and service charges		80			85			5,294
Travel		3,231			19,569			133,794
Office expense		87			-			12,304
Rescind USSC merger		-			125,000			125,000
Miscellaneous expense		-			134			-
Interest Expense		8,824			5,856			96,735
Total operating expenses		47,212			172,453			839,055
Net Loss	$	(47,212	)	$	(172,453	)	$	(839,055	)
Net Loss per share, Basic and Diluted	$	(0.01	)	$	(0.03	)
Weighted Average Number of Common Shares		5,120,016			5,000,016

See notes to interim unaudited financial statements

4

IMMUNOTECHNOLOGY CORPORATION

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Common Stock				Paid-in		Accumulated
Shares				Amount		Capital		Deficit			Total
Balance at July 1, 1992		579,014	$	6	$	134,644	$	(151,332	)	$	(16,682	)
Issuance of common stock upon conversion
of debt on:
March 31, 1999		1,863,166		19		116,429					116,448
June 21, 2000		557,836		5		34,859					34,864
August 22, 2001		1,025,366		10		64,158					64,168
Activity from July 1, 1992 through June 30, 2002								(287,773	)		(287,773	)
Balance at June 30, 2002		4,025,382		40		350,090		(439,105	)		(88,975	)
Issuance of common stock upon conversion
of debt		974,634		10		60,904					60,914
Stock split in the form of a dividend								(400	)		(400	)
Net lsoss for the year ended June 30, 2003								(72,367	)		(72,367	)
Balance at June 30, 2003		5,000,016		50		410,994		(511,872	)		(100,828	)
Contributed Services						31,000					31,000
Net loss for the year ended June 30, 2004								(107,912	)		(107,912	)
Balance at June 30, 2004		5,000,016		50		441,994		(619,784	)		(177,740	)
Stock options exercised		120,000		1		11,999					12,000
Issuance of stock options in lieu of notes
payable						32,884					32,884
Contributed Services						31,000					31,000
Net loss for the year ended June 30, 2005								(323,791	)		(323,791	)
Balance at June 30, 2005		5,120,016		51		517,877		(943,575	)		(425,647	)
Contributed Services (unaudited)						7,750					7,750
Net loss for the three months ended
September 30, 2005 (unaudited)								(47,212	)		(47,212	)
Balance at September 30, 2005 (unaudited)		5,120,016	$	51	$	525,627	$	(990,787	)	$	(465,109	)

See notes to interim unaudited financial statements

5

IMMUNOTECHNOLOGY CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							From Inception of
							the Developmental
							Stage,
	For the Three Months ended						July 1, 1992
	September 30,						through
	2005			2004			September 30, 2005
Cash Flow from Operating Activities:
Net Loss	$	(47,212	)	$	(172,453	)	$	(839,055	)
Adjustments to reconcile net loss to net cash used in operations:
Contributed services		7,750			7,750			69,750
Stock option expenses		-			636			32,884
Increase (decrease) in accrued expenses		(4,596	)		14,701			95,458
Net Cash Used in Operating Activities		(44,058	)		(149,366	)		(640,963	)
Cash Flow from Investing Activities
Advance to an officer		-			-			(10,000	)
Repayment of advance to an officer		-			-			10,000
Net Cash Provided by Investing Activities		-			-			-
Cash Flow from Financing Activities:
Bank overdraft		-			(122	)		-
Exercise of options		-			-			12,000
Advances from officer		25,575			42,720			580,304
Repayments to advances from officer		(19,500	)		(3,105	)		(118,458	)
Proceeds from notes payable		163,114			110,000			354,023
Repayments on notes payable		(136,519	)		-			(186,519	)
Net Cash Provided by Financing Activities		32,670			149,493			641,350
Net (Decrease) Increase in Cash		(11,388	)		127			387
Cash Balance at Beginning of Period		11,775			-			-
Cash Balance at End of Period	$	387		$	127		$	387
Supplemental Disclosures of Cash Flow Information
Interest Paid	$	16,671		$	-		$	39,652

See notes to interim unaudited financial statements

6

IMMUNOTECHNOLOGY CORPORATION

(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Presentation of Interim Information

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 September 30, 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, 2005 audited financial statements. The results of operations for period ended September 30, 2005 are not necessarily indicative of the operating results for the full year.

Net Loss Per Share

Basic net loss per share includes no dilution and is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net loss per share does not differ from basic net loss per share since potential shares of common stock are anti-dilutive for all periods presented.

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.

7

IMMUNOTECHNOLOGY CORPORATION

(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 3 - ACCRUED EXPENSES

Accrued expenses consist of the following:

	September 30,		June 30,
	2005		2005
Legal and Professional fees payable	$	96,053	$	93,003
Accrued Interest-others		5,889		13,535
Total	$	101,942	$	106,538

NOTE 4 - SHORT-TERM NOTES PAYABLE

The Company has borrowed funds under promissory notes with non-related parties. The notes bear interest from 7% to 10% per annum, and are due either within one year or on demand. On August 9, 2005, all short-term notes payable and related accrued interest amounting to $143,113, were assigned to three non-affiliated parties, each of which assumed one-third of the amount. The Company issued amended and restated convertible promissory notes on three of the assigned amounts, aggregate of $89,261, providing that they are convertible into the Company’s common stocks at $0.01215839 per share. The amended and restated notes bear interest at 10% per annum and are due on July 27, 2006. Interest is payable ninety (90) days after the date of the note agreements.

In August and September 2005, the Company borrowed an additional $20,000 from these non-affiliated parties. The notes bear interest at 10% per annum and are due on demand.

Short-term notes payable consists of the following:

	September 30,		June 30,
	2005		2005
Due on demand notes	$	68,936	$	131,602
Convertible debt		89,261		0
Total	$	158,197	$	131,602

8

IMMUNOTECHNOLOGY CORPORATION

(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 5 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share for the three months ended September 30:

		2005		2004
Numerator:
Net Loss	$	(47,212)	$	(172,453)
Denominator:
Weighted Average Number of Shares		5,120,016		5,000,016
Net loss per share-Basic and Diluted	$	(0.01)	$	(0.03)

As the Company incurred a loss in both quarter ended September 30, 2005 and 2004, the effect of dilutive securities totaling 4,894,398 and 40,900 equivalent shares, respectively, have been excluded from the computation as they are antidilutive.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the three months ended September 30, 2005, an officer advanced the Company a total of $20,700, net of accrued interest of $4,875. The outstanding balance including accrued interest as of that date was $205,357.

A former officer and director of the Company (who resigned in November 2004) is a principal of a consulting firm to which the Company paid professional fees totaling $11,331 during the three months ended September 30, 2005. Additional fees in the amount of $48,543 had not yet paid as of that date and were included in accrued expenses.

NOTE 7 - CONTRIBUTED SERVICES

During the three months ended September 30, 2005 and 2004, an officer of the Company contributed services to the Company valued at $7,750 each period. This contribution has been accounted for as an increase in paid-in-capital.

9

IMMUNOTECHNOLOGY CORPORATION

(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 8 -STOCK OPTIONS

During the quarter ended September 30, 2004, the Company issued options to non-employees as an incentive to loan money to the Company. The options allow the holder to purchase 110,000 shares of common stock at an exercise price of $0.10 per share, and will expire two years from the date of issuance. The options were all exercised at June 30, 2005. There were no options activities during the current quarter. A summary of the status of stock options issued by the Company as of September 30, 2004 is presented below:

		Weighted
	Number of	Average
	Shares	Exercise Price
Outstanding at beginning of year	-	$	-
Granted	110,000		0.10
Exercised	-		-
Outstanding at end of year	110,000	$	0.10

The Company applies SFAS No. 123 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	2.375%
Expected life	2 Years
Expected volatility	0.86
Dividend yield	0.00

As a result of applying SFAS No. 123, the Company recorded the fair value of $9,857 against the notes payable during the quarter ended September 30, 2004. The fair value of $9,857 is being amortized over the life of the options to interest expense. As of September 30, 2004, the Company did not have any available authorized shares to issue if the above noted options were exercised. Therefore, the fair value of the options was shown as a liability to the Company.

NOTE 9 - RECISSION OF MERGER

On April 21, 2003, the Company entered into an Agreement and Plan of Merger with Ultimate Securities Systems Corporation (USSC). Pursuant to the Agreement, the Company filed a Form S-4 Registration Statement relating the shares to be issued in the merger. In August 2004, the Company and USSC mutually agreed to terminate the Agreement. As part of the parties’ agreement to terminate the Agreement, the Company paid USSC a termination fee of $125,000, which was funded by non-related individuals and an officer.

10

IMMUNOTECHNOLOGY CORPORATION

(A Development Stage Company)

NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS

NOTE 10 - SEGMENT INFORMATION

SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, requires that a publicly traded company must disclose information about its operating segments when it presents a complete set of financial statements. Since the Company is not operating; it has no reportable segment.

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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 ofrevenues, capital expenditures, growth, prospects, dividends, capitalstructure and other financial matters; (b) statements of plans and objectivesof the Company or its management or Board of Directors; (c) statements offuture economic performance; (d) statements of assumptions underlying otherstatements and statements about the Company and its business relating to thefuture; and (e) any statements using the words “anticipate,” “expect,” “may,”“project,” “intend” or similar expressions.

General

 Immunotechnology Corporation is an inactive company with limited assets and no operations. We have been inactive for several years. In 2003 we entered into a merger agreement to acquire an operating company. We filed a registration statement on Form S-4 to register securities which we intended to issue in connection with such merger. In August 2004, we terminated the merger agreement we had previously entered into and we withdrew the Form S-4 before it was declared effective. We are now looking for alternative acquisition targets. Because we have no cash assets, we will be required to issue shares of our common stock in connection with any merger or other acquisition transaction into which we enter.

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.

12

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.

Assignment of Notes and Potential Transactions

From 2003-2005, we were loaned funds by several of our shareholders and others to fund our expenses and to pay for the expenses and fees incurred in connection with our rescission of a proposed merger transaction. In August 2005, approximately $143,113 of the promissory notes representing these loans were assigned, with our consent, by the lenders/note holders to Calico Capital, LLC, Arc Investment Partners, LLC and RP Capital, LLC. (collectively the “New Note Holders”). In connection with such assignment, the original note holders have been repaid in full by the New Note Holders. We have entered into Amended and Restated Convertible Notes with the New Note Holders in place of $80,000 of the previous promissory notes. With accrued interest the principal amount of the Amended and Restated Notes is $89,261.40 The remaining promissory notes, now in the principal amount of $53,852.04, have the same terms and conditions as the original promissory notes. These transactions occurred following the end of our 2005 fiscal year. In August and September 2005, the New Note Holders made direct loans of an additional $20,000 to the Company.

The New Note Holders have indicated that they intend to attempt to locate one or more potential Business Combination to be presented to the Company for consideration as an acquisition candidate.

We anticipate that at some time in the future, the New Note Holders will convert their New Notes into shares of our common stock, however, there can be no assurance that such conversion will occur. If such conversion were to occur, it may involve a change of control of the Company. Such note conversion may occur in connection with the completion of a Business Combination, may occur independently of Business Combination or may not occur at all. There is no written agreement between the Company and the New Note Holders regarding a potential Business Combination.

There can be no assurance that the New Note Holders will refer a potential Business Combination to the Company, or that their New Notes will be converted into shares of the Company’s common stock.

13

Financial Condition

Total assets at September 30, 2005 were $387. As of June 30, 2005, the Company had cash of $11,775 and liabilities of $ 437,422.

The Company’s total liabilities as of September 30, 2005 were $465,496. The Company’s liabilities include, but are not limited to; $205,357 loans from officers, $158,197 in other loans and $101,942 accrued expenses.

In August 2005, approximately $143,000 of our outstanding promissory notes, were assigned, with our consent, by the lenders/note holders to Calico Capital, LLC, Arc Investment Partners, LLC and RP Capital, LLC. (collectively the “New Note Holders”). In connection with such assignment, the original note holders have been repaid in full by the New Note Holders. We have entered into Amended and Restated Convertible Notes with the New Note Holders in place of $80,000 of the previous promissory notes. The remaining promissory notes that were assigned to the New Note Holders have the same terms and conditions as the original notes. These transactions occurred following the end of our 2005 fiscal year.

In August and September 2005, the New Note Holders made direct loans of an additional $20,000 to the Company.

We anticipate that at some time in the future, the New Note Holders will convert their New Notes into shares of our common stock, however, there can be no assurance that such conversion will occur. If such conversion were to occur, it may involve a change of control of the Company. Such note conversion may occur in connection with the completion of a Business Combination, may occur independently of Business Combination or may not occur at all. There is no written agreement between the Company and the New Note Holders regarding a potential Business Combination.

If all of the Amended and Restated Convertible Notes are converted into shares of the Company’s common stock, of which there can be no assurance, we would issue approximately 7,341,549 shares of our common stock in exchange for such converted debt.

In order to fund our professional fees and the costs related to locating, analyzing and negotiating potential acquisitions, we must raise additional capital. We may attempt to borrow funds from our officers, shareholders or others and we may attempt to raise additional capital from the sale of our securities in a private offering. Since 1997, our president Mark Scharmann has made numerous advances to the Company as funds were needed for the Company’s expenses. As of September 30, 2005, we owed Mr. Scharmann $205,357. There can be no assurance that we will be able to raise additional capital from either loan or equity transactions. If we are not able to raise additional capital to fund the professional fees related to our annual and quarterly filings with the Securities and Exchange Commission, we may be unable to file the required reports on a timely basis. In such event we would not be able to maintain a quotation on the OTCBB. This could reduce our attractiveness as a merger vehicle

14

It is likely that the Company will be required to raise additional capital in order to attract and potential acquisition partner but there can be no assurance that the Company will be able to raise any additional capital. It is also likely that any future acquisition will be made through the issuance of shares of the Company’s common stock which will result in the dilution of the percentage ownership of the current shareholders.

The auditors’ report on the Company’s June 30, 2005 financial statements contains a going concern qualification, which provides that the Company’s ability to continue as a going concern is dependent upon it raising additional capital. The Company will continue to be an inactive company unless and until it raises additional capital and acquires an operating company. There can be no assurance that either will occur.

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.

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 $47,212 for the three months ended September 30, 2005. This compares to a net loss of $172,453 for the three months ended September 30, 2004. The Company’s expenses for the three months ended September 30, 2004 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.

15

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.

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.

16

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.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures

Based on their evaluations as of September 30, 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.

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PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds. None.
Item 3.	Defaults by the Company on its Senior Securities. None.
Item 4.	Submission of Matters to Vote of Security Holders. None
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.

	IMMUNOTECHNOLOGY CORPORATION
Date: November 11, 2005	By: /s/ Mark A. Scharmann
	Chief Executive Officer
	Chief Financial Officer

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