U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT
For the Fiscal Year Ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13
OF THE SECURITIES EXCHANGE ACT
For the Transition Period from __________ to __________
Commission File No. 33-10281
Immune America, Inc.
(Name of Small Business Issuer in its Charter)
12342 Roscoe Boulevard, Sun Valley, California 91352
(Address of Principal Executive Office,
including Zip Code)
NEVADA 75-2641513
(State or Other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
(818) 767-5863
(Registrant's telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on which Registered
None None
Securities Registered Under 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 past 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 No X
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of management's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10- KSB or any
amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year: $-0-.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: $-0- (as of July 15, 1996).
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 14,020,000 (as of July 15, 1996).
Transitional Small Business Disclosure Format: Yes No X
- --------------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1995
<PAGE>
PART I
Item 1. Description of Business.
- ---------------------------------
GENERAL
Immune America, Inc., a Nevada corporation (the "Company"), was
incorporated on July 30, 1985, to engage in any lawful business and to attempt
to acquire an interest in other business ventures. The Company completed its
initial public offering in March 1987, at which time 5,000,000 units, one common
share and two warrants for periods of one and two years, were subscribed for and
$100,000 gross proceeds were raised. On June 2, 1987, the Company acquired one
hundred percent of the outstanding stock of Immune America, Inc. in exchange for
7,000,000 shares of the Company's stock. Immune America, Inc. ("Immune"), a
development stage company, was a research and marketing company specializing in
the research development and marketing of high quality nutritional products
using products already on the marketplace designed to assist in the treatment of
immune dysfunctions. Immune had received limited revenues and has no patents on
its products.
Management expected that additional funds could be raised through
either exercise of outstanding warrants or a secondary offering of common or
preferred shares as funds from the public offering were not sufficient to fund
the Company's operations. As the price of the Company's stock was not high
enough to induce the exercise of outstanding warrants and management was unable
to obtain additional funds either through debt financing or a secondary offering
of common stock, the Company became illiquid. Remaining assets were disposed of
in the second quarter of 1988 and the Company became inactive.
The corporate charter was revoked on January 1, 1990, by the State of
Nevada for failure to file required documents and pay associated fees. While
there were outstanding debts to various individuals and companies, there have
been no collection efforts. There have been no communications or demands from
any governmental agency for taxes of fees due.
On November 17, 1995, the charter was reinstated by the State of
Nevada.
It is the intention of the new management of arrange to bring its SEC
reporting to date in order that the Company might be potentially attractive to a
private business that might be interested in becoming a publicly-held company,
without the expense and time delay involved in distributing its securities to
the public.
PROPOSED BUSINESS
The Company intends to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
- --------------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1995
<PAGE>
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination
opportunities beyond the preliminary negotiations stage and those negotiations
are subsequently terminated, it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination opportunities before
any successful combination can be consummated. In that event, the Company's
common stock will become worthless and holders of the Company's common stock
will receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.
COMBINATION SUITABILITY STANDARDS
In its pursuit for a combination partner, the Company's management
intends to consider only combination candidates which are profitable or, in
management's view, have growth potential. The Company's management does not
intend to pursue any combination proposal beyond the preliminary negotiation
stage with any combination candidate which does not furnish the Company with
audited financial statements for at least its most recent fiscal year and
unaudited financial statements for interim periods subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements in a timely manner. The Company will, if necessary funds are
available, engage attorneys and/or accountants in its efforts to investigate a
combination candidate and to consummate a business combination. The Company may
require payment of fees by such combination candidate to fund the investigation
of such candidate. In the event such a combination candidate is engaged in a
high technology business, the Company may also obtain reports from independent
organizations of recognized standing covering the technology being developed
and/or used by the candidate. The Company's limited financial resources may make
the acquisition of such reports difficult or even impossible to obtain and,
thus, there can be no assurance that the Company will have sufficient funds to
obtain such reports when considering combination proposals or candidates. To the
extent the Company is unable to obtain the advice or reports from experts, the
risks of any combined enterprise's being unsuccessful will be enhanced.
Furthermore, to the knowledge of the Company's officers and directors, neither
the candidate nor any of its directors, executive officers, principal
shareholders or general partners:
(1) will not have been convicted of securities fraud, mail fraud, tax
fraud, embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will not have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities,
whether as issuer, underwriter, broker, dealer, or investment advisor,
may be the subject of any pending investigation or a defendant in a
pending lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
(3) will not have been a defendant in a civil action which resulted in a
final judgement against it or him awarding damages or rescission based
upon unlawful practices or sales of securities.
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Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1995
<PAGE>
The Company's officers and directors will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officers and directors of
the Company will not generally take other steps to verify independently
information obtained in this manner which is favorable. Unless something comes
to their attention which puts them on notice of a possible disqualification
which is being concealed from them, such persons will rely on information
received from the management of the prospective combination candidate and from
others who may be involved in the combination proceedings.
Item 2. Description of Property.
- ---------------------------------
The Company has no properties.
Item 3. Legal Proceedings.
- ---------------------------
The Company is not a party to any material pending or threatened legal
proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
- -------------------------------------------------------------
No matters were submitted to securities holders during the year ended
December 31, 1995.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
- ------------------------------------------------------------------
MARKET INFORMATION
The Company's common stock has traded in the "over the counter market",
but has not traded within the last year. The last known price was in the period
7/1/87 to 9/30/87, during which the highest and lowest bid prices for the stock
were $.17 and $.14, respectively. There is no known public market for this
security.
As of December 31, 1995, there were 244 holders on record of the
Company's common stock.
DIVIDEND POLICY
The Company has never paid any dividends on its common stock and does
not have any current plan to pay any dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial
Condition and Plan of Operation.
DISCUSSION OF FINANCIAL CONDITION
The Company currently has no revenues, no operations and owns no
assets. The Company will remain illiquid until such time as a business
combination transaction occurs, if ever. No prediction of the future financial
condition of the Company can be made.
- --------------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1995
<PAGE>
PLAN OF BUSINESS
General. The Company intends to locate and combine with an existing,
--------
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination
opportunities beyond the preliminary negotiations stage and those negotiations
are subsequently terminated, it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination opportunities before
any successful combination can be consummated. In that event, the Company's
common stock will become worthless and holders of the Company's common stock
will receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.
Combination Suitability Standards. In its pursuit for a combination
------------------------------------
partner, the Company's management intends to consider only combination
candidates which are profitable or, in management's view, have growth potential.
The Company's management does not intend to pursue any combination proposal
beyond the preliminary negotiation stage with any combination candidate which
does not furnish the Company with audited financial statements for at least its
most recent fiscal year and unaudited financial statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial statements in a timely manner. The Company will, if
necessary funds are available, engage attorneys and/or accountants in its
efforts to investigate a combination candidate and to consummate a business
combination. The Company may require payment of fees by such combination
candidate to fund the investigation of such candidate. In the event such a
combination candidate is engaged in a high technology business, the Company may
also obtain reports from independent organizations of recognized standing
covering the technology being developed and/or used by the candidate. The
Company's limited financial resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
the Company will have sufficient funds to obtain such reports when considering
combination proposals or candidates. To the extent the Company is unable to
obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge
of the Company's officers and directors, neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:
(1) will not have been convicted of securities fraud, mail fraud, tax
fraud, embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will not have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities,
whether as issuer, underwriter,
-------------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1995
<PAGE>
broker, dealer, or investment advisor, may be the subject of any
pending investigation or a defendant in a pending lawsuit arising from
or based upon allegations of unlawful transactions in securities; or
(3) will not have been a defendant in a civil action which resulted in a
final judgement against it or him awarding damages or rescission based
upon unlawful practices or sales of securities.
The Company's officers and directors will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officers and directors of
the Company will not generally take other steps to verify independently
information obtained in this manner which is favorable. Unless something comes
to their attention which puts them on notice of a possible disqualification
which is being concealed from them, such persons will rely on information
received from the management of the prospective combination candidate and from
others who may be involved in the combination proceedings.
Item 7. Financial Statements.
- ------------------------------
Page
----
Independent Auditor's Report 1
Balance Sheets as at December 31, 1995 and 1994 2
Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993 3
Statements of Changes in Shareholders' Equity for the
Years Ended December 31, 1995, 1994 and 1993 4
Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 5
Notes to Financial Statements 6
- --------------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1995
<PAGE>
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Immune America, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Immune America, Inc. (A
Development Stage Company) as of December 31, 1995 and 1994 and the related
statements of operations, changes in shareholders' equity and cash flows for
each of the three years ended December 31, 1995, 1994 and 1993. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Immune America, Inc. (A
Development Stage Company) at December 31, 1995 and 1994 and the results of
their operations and their cash flows for each of the three years ended December
31, 1995, 1994 and 1993 in conformity with generally accepted accounting
principles.
CHESHIER & FULLER, INC.
A Professional Corporation
Dallas, Texas
March 26, 1996
- --------------------------------------------------------------------------------
Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 1995
<PAGE>
Immune America, Inc.
(A Development Stage Company)
Balance Sheets
December 31, 1995 and 1994
ASSETS
December 31, December 31,
1995 1994
--------- ----------
Current Assets $ -0- $ -0-
TOTAL ASSETS $ -0- $ -0-
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 3,483 $ 3,483
---------- ----------
Total Liabilities 3,483 3,483
=========== ==========
Shareholders' Equity
Common stock, $.001 par value, authorized
100,000,000 shares, 18,020,000 issued and
14,020,000 outstanding at December 31, 1995
and 1994. 18,020 18,020
Treasury stock, 4,000,000 shares at cost (6,000) (6,000)
Paid in capital 118,441 118,441
Deficit accumulated during the
developmental stage (133,944) (133,944)
---------- -----------
Total Shareholders' Equity (3,483) (3,483)
---------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ -0- $ -0-
========== ===========
See notes to financial statements.
<PAGE>
Immune America, Inc.
(A Development Stage Company)
Statements of Operations
Years Ended December 31, 1995, 1994 and 1993
December 31, December 31, December 31,
1995 1994 1993
Revenue $ -0- $ -0- $ -0-
Total revenue -0- -0- -0-
Expenses -0- -0- -0-
Total expenses -0- -0- -0-
Net income (loss) before taxes -0- -0- -0-
Provision for income taxes -0- -0- -0-
Net income (loss) before extra-
ordinary item -0- -0- -0-
Extraordinary item-expiration of debt -0- -0- 77,465
----------- ----------- -----------
Net Income (Loss) -0- -0- $ 77,465
=========== =========== ===========
Primary Earnings Per Common Share
Earnings (loss) before extra-
ordinary item -0- -0- -0-
Extraordinary item-expiration of debt -0- -0- .01
----------- ----------- -----------
Net earnings (loss) -0- -0- .01
=========== =========== ===========
Weighted average common shares
outstanding for the period 14,020,000 14,020,000 14,020,000
=========== =========== ===========
Fully Diluted Earnings Per Common Share
Earnings (loss) before extra-
ordinary item -0- -0- -0-
Extraordinary item - expiration of debt -0- -0- .01
----------- ----------- -----------
Net earnings (loss) -0- -0- .01
=========== =========== ===========
Weighted average common shares
outstanding for the period 14,020,000 14,020,000 14,020,000
=========== =========== ===========
<PAGE>
Immune America, Inc.
(A Development Stage Company)
Statements of Changes in Shareholders' Equity
Years Ended December 31, 1995, 1994 and 1993
<TABLE>
<CAPTION>
Retained
Common Stock Treasury Stock Paid In Earnings
Shares Amount Shares Amount Capital (Deficit) Total
---------- ---------- ---------- ---------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at
December 31, 1992 18,020,000 $ 18,020 4,000,000 $ 6,000 $ 118,441 $ (211,409) $ (80,948)
Net income for
the year ended
December 31, 1993 77,465 77,465
----------- ---------- ---------- ---------- ----------- ----------- -----------
Balances at
December 31, 1993 18,020,000 18,020 4,000,000 6,000 118,441 (133,944) (3,483)
Net income for
the year ended
December 31, 1994
Balances at
December 31, 1994 18,020,000 18,020 4,000,000 6,000 118,441 (133,944) (3,483)
Net income for
the year ended
December 31, 1995
Balances at
December 31, 1995 18,020,000 $ 18,020 4,000,000 $ 6,000 $ 118,441 $ (133,944) $ (3,483)
=========== ========== ========== ========== =========== =========== ==========
</TABLE>
See notes to financial statements.
<PAGE>
Immune America, Inc.
(A Development Stage Company)
Statements of Cash Flows
December 31, 1995, 1994 and 1993
December 31, December 31, December 31,
1995 1994 1993
Cash flows from operating activities:
Net income (loss) $ -0- $ -0- $ 77,465
Expiration of liabilities -0- -0- (77,465)
----------- ----------- -----------
Net cash used from operating activities -0- -0- -0-
Cash flows from investing activities -0- -0- -0-
Cash flows from financing activities -0- -0- -0-
Total financing activities -0- -0- -0-
Net increase in cash -0- -0-
Cash at beginning of year -0- -0- -0-
Cash at end of year $ -0- $ -0- $ -0-
=========== =========== ===========
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Income taxes $ -0- $ -0- $ -0-
=========== =========== ===========
Interest $ -0- $ -0- $ -0-
=========== =========== ===========
Supplemental Disclosures of Noncash Investing and Financing Activities
- - $77,465 unsecured debt expired during the fiscal year ended December 31, 1993.
See notes to financial statements.
<PAGE>
Immune America, Inc.
(A Development Stage Company)
Notes to Financial Statements
December 31, 1995 and 1994
Note 1 - Summary of Significant Accounting Policies
------------------------------------------
History
Immune America, Inc. ("Company"), was incorporated July 30,
1985 in Nevada as a company directed toward the research and
development of nutritional products to treat malfunctions of
the body caused by immune deficiencies. The Company began
having financial difficulties in early 1988, and subsequently
ceased operations and liquidated its assets in the second
quarter of that year.
Development Stage Operations
The Company currently has no operational activities.
Note 2 - Income Taxes
------------
There are no temporary timing differences between recognition
of revenue and expenses for financial reporting purposes and
for income tax purposes.
Note 3 - Subsidiary
----------
The Company had a wholly owned subsidiary named Immune
America, Inc., however, the charter of the subsidiary was
revoked and the subsidiary had no assets or liabilities.
Note 4 - Expiration of Debt
------------------
The Company has elected to no longer carry on its books
indebtedness that is no longer legally enforceable. The
Company has determined that after five years all liabilities
incurred before the cessation of activities would be
unenforceable. Expiration of the Company's debt is reflected
as an extraordinary item on the income statement. Only
liabilities to be subsequently paid were carried forward.
<PAGE>
Immune America, Inc.
(A Development Stage Company)
Item 6 Selected Financial Data
Five Year Financial Summary
<TABLE>
<CAPTION>
December 31, December 31, December 31, December 31, December 31,
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
Period Ended Income Data:
Expiration of debt $ -0- $ -0- $ -0- $ -0- $ -0-
---------- ---------- ---------- ---------- -----------
Total revenue -0- -0- -0- -0- -0-
Expenses
Amortization of
organization costs -0- -0- -0- 1,233 3,700
---------- ---------- ---------- ---------- ----------
Total expenses -0- -0- -0- 1,233 3,700
---------- ---------- ---------- ---------- ----------
Income (loss) before
taxes on income -0- -0- -0- (1,233) (3,700)
Taxes on income -0- -0- -0- -0- -0-
Net income (loss) before
extraordinary item $ -0- $ -0- $ -0- $ (1,233) $ (3,700)
========== ========== ========== ========== ==========
Extraordinary item -
expiration of debt -0- -0- 77,465 -0- -0-
----------- ----------- ----------- ---------- -----------
Net Income (Loss) -0- -0- $ 77,465 $ (1,233) $ (3,700)
=========== =========== =========== ========== ==========
Primary Earnings Per Share
Earnings (loss) before extraordinary item -0- -0- -0- NIL NIL
Extraordinary item-expiration of debt -0- -0- .01 -0- -0-
----------- ----------- ----------- ---------- -----------
Net Earnings (Loss) -0- -0- .01 NIL NIL
========== =========== ========== ========== ==========
Weighted average of shares
outstanding/subscribed
since reorganization 14,020,000 14,020,000 14,020,000 14,020,000 14,020,000
=========== =========== =========== =========== ===========
Fully Diluted Earnings Per Share
Earnings (loss) before extraordinary item -0- -0- -0- NIL NIL
Extraordinary item , expiraration of debt -0- -0- .01 -0- -0-
----------- ----------- ----------- ---------- -----------
Net Earnings (Loss) -0- -0- .01 NIL NIL
=========== =========== =========== =========== ===========
Weighted average of
shares outstanding
since reorganization 14,020,000 14,020,000 14,020,000 14,020,000 14,020,000
=========== =========== =========== =========== ===========
Cash dividends per share -0- -0- -0- -0- -0-
Balance Sheet Data
Total assets $ -0- $ -0- $ -0- $ -0- $ 1,233
Total liabilities 3,483 3,483 3,483 80,948 80,948
---------- ---------- ----------- ----------- -----------
Stockholders' Equity
(deficit) $ (3,483) $ (3,483) $ (3,483) $ (80,948) $ (79,715)
========== ========== =========== =========== ===========
</TABLE>
<PAGE>
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures.
The former independent auditor of the Company, Mr. Fred V. Shiemann, had no
disagreement with the Company with respect to accounting and financial
disclosure matters. A Current Report on Form 8-K relating to the change in
independent auditor by the Company is to be filed in the near future.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
The following table sets forth the officers and directors of the Company.
Name Positions Age
---- --------- ---
Dr. Elizabeth Huntley President and Director 55
Michael R. Moore Secretary and Director 24
Set forth below is a description of the backgrounds of each of the officers
and directors of the Company.
Dr. Elizabeth Huntley has been President and a director of the Company
since merger with W.M.S. Development in 1987. Dr. Huntley received a Ph.D. in
Biological and Medical Science in 1968 and a Master of Science in Biology from
Brown University in 1964. In 1961, she received her B.A. degree in Physics from
Swarthmore College. After positions with numerous academic facilities that
research the relationships between nutrition and health, she is currently in
private practice as a nutritional consultant with the Huntley Research
Institute.
Michael R. Moore has served as Secretary and a director of the Company,
since January 1995. Mr. Moore attended Southwest Texas State University,
studying Computer Science and Business Administration. In the past few years,
Mr. Moore has held computer and data systems positions at diverse organizations.
He is currently Assistant Manager of Huntley Research Institute.
Item 10. Executive Compensation.
The Company's management is not currently compensated for services provided
to the Company, and no compensation has been accrued and none is expected to be
accrued in the future.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table set forth the names and addresses of each of the persons
known by the Company to own beneficially 10% or more of the common stock of the
Company, as well as the common stock ownership of each of the officers and
directors of the Company.
<PAGE>
Number of Percentage of
Name and Address Shares Owned of Ownership(1)
---------------- -------------- ---------------
Dr. Elizabeth Huntley 4,000,000 28.53%
12342 Roscoe Boulevard
Sun Valley, CA 91352
Judith Culter 1,500,000 10.70%
[address unknown]
Michael R. Moore -0- ---
12342 Roscoe Boulevard
Sun Valley, CA 91352
------------
(1) Based on 14,020,000 shares issued and outstanding on July 15, 1996.
Item 12. Certain Relationships and Related Transactions.
None.
Item 13. Exhibits and Reports on Form 8-K.
Exhibits
None.
Reports on Form 8-K
No Current Report on Form 8-K was filed during the year ended December 31,
1995. The Company intends to file a Current Report on Form 8-K with respect to a
change in the Company's independent auditor in the near future.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: July 22, 1996
IMMUNE AMERICA, INC.
By: /s/ Dr. Elizabeth Huntley
-----------------------------
Dr. Elizabeth Huntley
President
<PAGE>
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
/s/ Dr. Elizabeth Huntley July 22, 1996
- ------------------------- -------------
Dr. Elizabeth Huntley
President, (Chief Executive Officer,
Principal Accounting
/s/ Michael R. Moore July 22, 1996
- -------------------- -------------
Michael R. Moore
Secretary and Director
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Exchange Act by Non-reporting Issuers.
As of the date of this Annual Report on Form 10-KSB, no annual report or
proxy material has been sent to security holders of the Company. It is
anticipated that an annual report and proxy material will be furnished to
security holders subsequent to the filing of this Annual Report on Form 10-KSB.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> DEC-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
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0
0
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