-----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, VIWFJ27UG8GtP7IO0rjF+IL5mFKrlSXSXAPJYqRtdUAGqMHx+KvgzQ3rxQHM3zrq G8zaSj8jz3wfhyoZo7FTog== 0001179350-03-000063.txt : 20030515 0001179350-03-000063.hdr.sgml : 20030515 20030515105025 ACCESSION NUMBER: 0001179350-03-000063 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030515 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: 03701749 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 f03m10q.txt IMMUNO 03 MAR 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, 2003 [ ] 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 10,000,000 - -------------------------------- ---------------------------- Title of Class Number of Shares Outstanding as of March 31, 2003 2 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS IMMUNOTECHNOLOGY CORPORATION FINANCIAL STATEMENTS (UNAUDITED) 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, 2003 and June 30, 2002 and the statements of operations for the three months and nine months ended March 31, 2003 and 2002 and for the period from inception of the development stage (July 1, 1992) through March 31, 2003, the statements cash flows for the nine months ended March 31, 2003 and 2002 and for the period from inception of the development stage (July 1, 1992) through March 31, 2003, and the statements of stockholders' deficit for the period from inception (July 1, 1992) through March 31, 2003. These financial statements are the responsibility of the management of Immunotechnology Corporation. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, 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 Rose, Snyder & Jacobs A Corporation of Certified Public Accountants Encino, California May 8, 2003 3 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS ASSETS March 31, June 30, 2003 2002 ----------- ----------- CURRENT ASSETS Cash $ 206 $ - ----------- ----------- TOTAL ASSETS $ 206 $ - =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Bank overdraft $ - $ 23 Accrued expenses 54,185 48,413 Note payable, note 4 20,000 - Advances from officers, note 3 1,000 40,939 ----------- ----------- TOTAL CURRENT LIABILITIES 75,185 89,375 ----------- ----------- 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 - 10,000,000 (8,050,731 at June 30, 2002) 11,668 11,649 Paid in capital 398,976 338,081 Accumulated deficit prior to the development stage (151,332) (151,332) Accumulated deficit during the development stage (334,291) (287,773) ----------- ----------- TOTAL STOCKHOLDERS' DEFICIT (74,979) (89,375) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 206 $ - =========== =========== Prepared without audit. See independent accountants' review report and notes to financial statements. 4 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS
From inception of the Development Stage, July 1, Three months Nine months Three months Nine months 1992 through ended Mar.31, ended Mar.31, ended Mar.31, ended Mar.31, Mar.31, 2003 2003 2002 2002 2003 ----------- ----------- ----------- ----------- ----------- REVENUE $ - $ - $ - $ - $ - COST OF REVENUE - - - - - ----------- ----------- ----------- ----------- ----------- GROSS PROFIT - - - - - OPERATING EXPENSES Professional fees 14,658 35,077 9,857 34,978 223,610 Taxes and licenses 1,637 Bank fees and service charges 165 548 157 524 3,958 Meals and entertainment - - - - 300 Travel 2,418 9,135 1,000 9,306 78,665 Office expense - - - 725 10,110 Interest expense (607) 1,758 643 1,793 16,011 ----------- ----------- ----------- ----------- ----------- TOTAL OPERATING EXPENSES 16,634 46,518 11,657 47,326 334,291 ----------- ----------- ----------- ----------- ----------- NET LOSS $ (16,634) $ (46,518) $ (11,657) $ (47,326) $ (334,291) =========== =========== =========== =========== =========== BASIC LOSS PER COMMON SHARE $ - $ - $ - $ - =========== =========== =========== =========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES 10,000,000 8,783,485 8,050,731 7,654,057 =========== =========== =========== ===========
Prepared without audit. See independent accountants' review report and notes to 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, 2001 11,628 274,016 (151,332) (229,777) (229,777) ------------ ------------ ------------ ------------ ------------ 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) Net loss - - - (10,670) (10,670) ------------ ------------ ------------ ------------ ------------- Balance at June 30, 2002 11,649 338,081 (151,332) (287,773) (89,375) Issuance for common stock upon conversion of debt, note 4 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) Net loss - - - (16,634) (16,634) ------------ ------------ ------------ ------------ ------------ Balance at March 31, 2003 $ 11,668 $ 398,976 $ (151,332) $ (334,291) $ (74,979) ============ ============ ============ ============ ============
Prepared without audit. See independent accountants' review report and notes to financial statements. 6 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWS
From Inception of the Development Stage Nine months Nine months July 1, 1992 ended Mar.31, ended Mar.31,through Mar.31, 2003 2002 2003 ----------- ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (46,518) $ (47,326) $ (334,291) Adjustment to reconcile net loss to net cash used in operating activities Increase in accrued expenses 5,772 11,401 47,791 ----------- ----------- ----------- NET CASH USED IN OPERATING ACTIVITIES (40,746) (35,925) (286,500) ----------- ----------- ----------- 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 (23) (2,596) - Advances from an officer 20,975 38,543 259,206 Proceeds from notes payable 20,000 - 27,500 ----------- ----------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 40,952 35,947 286,706 ----------- ----------- ----------- NET INCREASE IN CASH 206 22 206 CASH AT BEGINNING OF PERIOD - - ----------- ----------- ----------- CASH AT END OF PERIOD $ 206 $ 22 $ 206 =========== =========== =========== Supplementary disclosures: Interest paid $ - $ - $ 1,736 =========== =========== ===========
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, 2003 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, 2003 are not necessarily indicative of the results that may be expected for the year ending June 30, 2003. 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, 2002. 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, 2003, 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, 2003, the Company funded its disbursements by loans from an officer and an individual. 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. 8 IMMUNOTECHNOLOGY CORPORATION (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003 2. INCOME TAXES The Company has loss carryforwards available to offset future taxable income. The loss carryforwards at March 31, 2003 total approximately $485,000 and expire between June 30, 2004 and June 30, 2023. 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. 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, 2003, an officer advanced $20,975. In August 2002, advances and related accrued interest for a total of $64,086 were converted into common stock (see note 5). The unpaid balance of advances (including accrued interest) was $1,000 and $40,939 at March 31, 2003 and June 30, 2002, respectively. An officer of the Company is a principal in a consulting firm to which the Company paid professional fees totaling $14,227 and $12,475 during the nine months ended March 31, 2003 and 2002, respectively. Professional fees owed to this firm totaled $24,703 and $19,864 at March 31, 2003 and June 30, 2002, respectively. 4. NOTE PAYABLE During the nine 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 or $0.03125 per share. On June 21, 2000, the Company converted its advances from 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, 2002, 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. During the quarter ended December 31, 2002 the Company converted $60,914 of loans from officers and accrued interest into 1,949,269 shares of common stock or $0.03125 per share. 6. COMMITMENTS AND CONTINGENCIES The Company accrued $17,000 for legal services performed prior to the development stage. Should this balance accrue interest, the liability could increase by approximately $25,000. 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. Please refer to Form 8-K filed with the SEC on April 23, 2003. 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. Results of Operations - --------------------- The Company is considered a development stage company with no assets or capital and with no operations or income since approximately 1992. The Company's costs and expenses associated with the preparation and filing of this filing and other operations of the Company have been paid for by shareholders of the Company, specifically Mark A. Scharmann and David Knudson. It is anticipated that the Company will require only nominal capital to maintain the corporate viability and necessary funds will most likely be provided by the Company's existing shareholders or its officers and directors in the immediate future until the completion of a proposed acquisition. The Company's 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 three and nine months ended March 31, 2003, 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 three and nine months ended March 31, 2003, the Company funded its disbursements by loans from officers Mark Scharmann and David Knudson, plus a loan from an unrelated party of $20,000 which bears interest at 7% per year and is due on demand. As indicated above 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 March 31, 2003, an officer advanced $20,975. The unpaid balance of advances (including accrued interest) was $1,000 and $40,939 at March 31, 2003 and June 30, 2002, respectively. In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Company as it relates to its business and operations following a successful acquisition or merger. Plan of Operation - ----------------- Because the Company lacks funds, it may be necessary for the officers and directors to either advance funds to the Company or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. The Company's directors may receive compensation for services provided to the Company until such time as an acquisition or merger can be accomplished. However, if the Company engages outside advisors or consultants, it may be necessary for the Company to attempt to raise additional funds. The Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. 10 In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. It is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company. The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. 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. Additional details of the merger transaction are included in a Current Report on Form 8-K filed with the SEC on April 23, 2003. ITEM 3. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. The Company believes its disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d- 14(c) of the Securities Exchange Act of 1934, as amended) are adequate, based on our evaluation of such disclosure controls and procedures on May 1, 2003. (b) Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. 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 In April 2003, a shareholders holding a majority of the 10,000,000 shares of our common stock outstanding approved the Agreement and Plan of Merger with Ultimate Security Systems Corporation by written consent. Additional details of the merger transaction are included in a Current Report on Form 8-K filed with the SEC on April 23, 2003. Complete information on both parties, including financial information, business and operating history, and biographic information on officers and directors, will be mailed to our shareholders and filed in an Information Statement to be incorporated in a registration statement on Form S-4. 11 ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. --------- Exhibit 99 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. (b) Reports on Form 8-K. -------------------- None. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated: IMMUNOTECHNOLOGY CORPORATION Date: May 15, 2003 By /S/ Mark A. Scharmann, President and Director Date: May 15, 2003 By /S/ David Knudson Secretary/Treasurer and Director 12 CERTIFICATIONS 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 quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; 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; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether of not there was significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 15, 2003 /S/ Mark A. Scharmann 13 I, David Knudson, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Immunotechnology Corporation; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; 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; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether of not there was significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 15, 2003 /S/ David Knudson EX-99.01 3 f03mex991.txt 03 MAR CEO CERTIFICATION 1 Exhibit 99.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER 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 Immunotechnology Corporation (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on this date (the "Report"), I, Mark A. Scharmann, Principal Executive 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 result of operations of the Company. /S/ Mark A. Scharmann Mark A. Scharmann Principal Executive Officer May 15, 2003 EX-99.02 4 f03mex992.txt 03 MAR CFO CERTIFICATION 1 Exhibit 99.02 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER 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 Immunotechnology Corporation (the "Company") on Form 10-QSB for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on this date (the "Report"), I, David Knudson, Principal 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 result of operations of the Company. /S/ David Knudson David Knudson Principal Financial Officer May 15, 2003 -----END PRIVACY-ENHANCED MESSAGE-----