IMMUNE AMERICA INC
10-K, 1997-03-31
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                     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, 1996


                         Commission File Number 33-10281

                              Immune America, Inc.
                 (Name of Small Business Issuer in its Charter)



    NEVADA          211 West Wall, Midland, Texas 79701-4501    75-2641513
(State or Other     (Address of principal Executive Office    (I.R.S. Employer
 Jurisdiction of             including Zip Code)             Identification No.)
 incorporation or 
    organization)                                             


                                 (915) 682-1761
              (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 X -No

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: $52,241

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 275,316
Transitional Small Business Disclosure Format: Yes - No X
                                                        --

<PAGE>




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  disfunction.  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  to attract 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.

     On October 18, 1996 the company  entered  into a stock  exchange  agreement
with a foreign entity.  The foreign entity was not able to meet the terms of the
agreement as to accounting  standards and the agreement  expired.  Neither party
has any further obligations under the terms of the agreement.

     A registration statement on Form S-8 filed with the Securities and Exchange
Commission on December 12, 1996, File No. 333-17819, seeking the registration of
shares of the Company's  common stock  issuable to a consultant  retained by the
Company to assist in the  completion of the stock exchange  agreement,  has been
deregistered.  The Company has no further obligation to the consultant under the
terms of the consulting agreement between them.



<PAGE>




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.

     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 find 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:



<PAGE>


(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.


     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, 1996.

                                     PART 11

Item 5. Market for Common Equity and Related Stockholder Matters.
- -----------------------------------------------------------------

Market Information

     The company's  stock trades on the "Bulletin  Board" under the symbol IMMX.
The only trades  during the year have been  executed at $.50 per share.  A 120:1
reverse  stock split was  completed  in the 4th Quarter of 1996.  All  financial
statements and tables have been adjusted to reflect this action.

     As of December 31, 1996,  there were 287 holders on record of the Company's
common stock.

<PAGE>

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.

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

<PAGE>

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.

     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, 1996 and 1995                            2
Statements of Operations for the Years Ended
    December 31, 1996, 1995 and 1994                                       3
Statements of Changes in Shareholders' Equity for the
    Years Ended December 31, 1996, 1995 and 1994                           4
Statements of Cash Flows for the Years Ended 
      December 31, 1996, 1995 and 1994                                     5
Notes to Financial Statements                                              6




<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, 1996 and the related statements of
operations,  and cash flows for each of the three years ended December 31, 1996,
1995 and for the period July 1, 1993 (date of debt expiration)  through December
31,  1996 and the  statement  of changes in  stockholder's  equity for the years
ending  December  31,  1996  and  1995.  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, 1996 and 1995 and the results of
their operations and their cash flows for each of the three years ended December
31,  1996,  1995 and  1994 in  conformity  with  generally  accepted  accounting
principles.


                                                      CHESHIER & FULLER, L.L.P.

Dallas, Texas
March 17, 1997





<PAGE>

                              Immune America, Inc.
                          (A Development Stage Company)
                          -----------------------------
                                 Balance Sheets
                                 --------------
                                December 31, 1996
                                -----------------

                                     ASSETS
                                     ------

                                                                  December 31,
                                                                      1996
                                                                  --------------

Current Assets-Cash                                                    $  2,371

TOTAL ASSETS                                                           $  2,371
                                                                        =======



                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities

Accounts payable                                                       $    743
                                                                        -------

Total Liabilities                                                      $    743
                                                                        =======


Shareholders' Equity

Common stock, $.001 par value, authorized 
100,000,000 shares, 275,316 issued and
241,982 outstanding at December 31, 1996
and 1995                                                                    275
Treasury stock, 33,334 shares at cost                                    (6,000)

Paid in capital                                                         151,186


Deficit accumulated during the
developmental stage                                                    (143,833)


Total Shareholders' Equity                                                1,628

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                                                  $   2,371
                                                                       ========


<PAGE>

                              Immune America, Inc.
                          (A Development Stage Company)
                          -----------------------------
                            Statements of Operations
                            ------------------------
                       Years Ended December 31, 1996, 1995
                       -----------------------------------
<TABLE>
<CAPTION>
<S>                                                                            <C> 

                                                                                 For the Period
                                                                                    July 1, 1993
                                                                                    (date of debt
                                                                                  expiration) through
                                         December 31,            December 31,        December 31,
                                           1996                     1995                 1996
                                         ------------            ------------     -------------------

Revenue                                $         -0-            $         -0-      $          -0-
                                        ------------             ------------       -------------

Expenses

Advertising                                      730                      -0-                730
Miscellaneous                                     60                      -0-                 60
Office supplies                                2,266                      -0-              2,266
Professional services                          6,733                      -0-              6,733
Regulatory expenses                              100                      -0-                100
                                         ------------            ------------       -------------

    Total expenses                             9,889                      -0-              9,889
    --------------                       ------------            ------------       -------------

Net income (loss) before taxes                (9,889)                     -0-             (9,889)
Provision for income taxes                        -0-                     -0-                 -0-
Net (loss)                              $     (9,889)                     -0-      $      (9,889)


Primary Earnings Per Common Share

Net (loss) per common share             $     ( .06)            $         -0-      $        (.08) 

Weighted average common shares
    outstanding for the period              158,548                  116,832             128,751
                                         ===========             ============       =============

Fully Diluted Earnings Per Common Share

Net (loss) per common share             $      ( .06)           $         -0-      $        (.08)

Weighted average common shares
    outstanding for the period               158,548                 116,832             128,751
                                         ============            ===========        =============

</TABLE>


<PAGE>

                                                                         
                              Immune America, Inc.
                              --------------------
                          (A Development Stage Company)
                          -----------------------------
                  Statements of Changes in Shareholders' Equity
                  ---------------------------------------------
                  Years Ended December 31, 1996, 1995 and 1994
                  --------------------------------------------

<TABLE>
<CAPTION>
<S>                                                                            <C>   <C>        <C>        <C>
                                                                                                 Retained
                                        Common Stock                  Treasury Stock  Paid In    Earnings
                                      Shares    Amount      Shares       Amount       Capital    (Deficit)   Total
                                   ---------- ----------  ----------  --------------  -------    ---------  --------

Balances at
    December 31, 1994               150,166     $18,020     33,334      $(6,000)      118,441    (133,944)    (3,483)

Net income for
    the year ended
    December 31, 1995

Balances at
    December 31, 1995               150,166      18,020     33,334       (6,000)      118,441    (133,944)    (3,483)

Net (loss) for
    the year ended
    December 31, 1996                                                                               (9889)     (9889)
Sale of Common Stock                125,000      15,000                                                       15,000

Adjust for reverse split                        (32,745)                               32,745

Stock in leu during reverse split       150
                                    -------     -------     -------    --------       -------     --------    -------
Balances at
    December 31, 1996               275,316    $    275      33,334   $  (6,000)     $151,186    $(143,833)  $  1,628
                                    =======     =======     =======    ========       =======     ========    =======

</TABLE>

<PAGE>

                                                                           
                              Immune America, Inc.
                              --------------------
                          (A Development Stage Company)
                          -----------------------------
                            Statements of Cash Flows
                            ------------------------
                        December 31, 1996, 1995 and 1994
                        --------------------------------
<TABLE>
<CAPTION>
<S>                                                                             <C>             <C>
                                                                                                   For the Period
                                                                                                    July 1, 1993
                                                                                                   (date of debt
                                                                                                 expiration) through
                                                             December 31,        December 31,       December 31,
                                                               1996                  1995             1996
                                                            -------------        -------------   -------------------
Cash flows from operating activities:
    Net (loss)                                             $     (9,889)        $          -0-     $       (9,889)
    Decrease of liabilities                                      (2,740)                   -0-             (2,740)
                                                             -----------         ------------       -------------

Net cash used from operating activities                         (12,629)                   -0-            (12,629)
                                                             -----------         ------------       --------------

Cash flows from investing activities                                 -0-                   -0-                  -0-

Cash flows from financing activities

Sale of common stock                                              15,000                   -0-                  -0-
                                                             -----------         ------------       --------------

Net cash used from financing activities                            15,000                  -0-


    Net increase in cash                                           2,371                   -0-               2,371
    Cash at beginning of year                                        -0-                   -0-                  -0-

    Cash at end of year                                    $       2,371        $          -0-      $        2,371
                                                            ============         ============        =============


Supplemental Disclosures of Cash Flow Information

    Cash paid during the year for:
        Income taxes                                      $           -0-       $          -0-      $           -0-
                                                           =============         ============        =============

        Interest                                          $           -0-       $          -0-      $           -0-
                                                           =============         ============        =============
</TABLE>


<PAGE>

                                                                       
                              Immune America, Inc.
                              --------------------
                          (A Development Stage Company)
                          -----------------------------
                          Notes to Financial Statements
                          -----------------------------
                           December 31, 1996 and 1995
                           --------------------------

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
                  ------------------

                  Effective  June 30,  1993 the  Company  elected to no longer
                  carry on its books  indebtedness  that is no longer  legally
                  enforceable.  The Company  determined  that after five years
                  all liabilities  incurred before the cessation of activities
                  would be unenforceable.  Only liabilities to be subsequently
                  paid were carried forward.

Note 5 -          Stock Split
                  -----------

                  The  Company  effected  a 120 to  one  reverse  stock  split
                  effective October 24, 1996. The reverse split has been given
                  retroactive effect in the financial statements.

Note 6 -          Accounting Estimations
                  ----------------------

                  The  preparation of financial  statements in conformity with
                  generally accepted accounting principles requires management
                  to make estimates and  assumptions  that affect the reported
                  amount  of  assets  and  liabilities  at  the  date  of  the
                  financial statements and disclosure of contingent assets and
                  liabilities  at the  date of the  financial  statements  the
                  reported   amounts  of  revenues  and  expenses  during  the
                  reporting  period.  Actual  results  could differ from those
                  estimates.


<PAGE>

Page 1 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                                Age                 Positions
- ----                                ---                 ---------

Dr. Elizabeth Huntley                56                 Director
Glenn A. Little                      43                 Director and President
Matthew Blair                        40                 Director and Secretary
Kevin B. Halter Jr.                  30                 Director

     Set forth below is a description of the backgrounds of each of the officers
and directors of the Company

     Dr. Elizabeth  Huntley has been a director of the Company since merger with
     ----------------------
W.M.S.  Development  in 1987.  From 1987 to 1996 she served as  President of the
Company.  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.

     Glenn A. Little is a graduate  of The  University  of Florida,  Gainesville
     ---------------
(Bachelor  of Science in  Business  Administration)  and the  American  Graduate
School of International  Management  (Master  International  Management) and has
been the  principal  of Little and  Company  Investment  Securities  (LITCO),  a
Securities Broker/Dealer with offices in Midland, Texas since 1979.

     He also  was the  co-founder  and  Chief  Financial  Officer  of  Temporary
Resources Incorporated, a temporary employment service headquartered in Midland,
Texas.  Before  founding LITCO Mr. Little was a stockbroker  with Howard,  Weil,
Labouisse Friedrich in New Orleans and Midland and worked for the First National
Bank of Commerce in New Orleans, Louisiana.

<PAGE>


     Matthew  Blair is a solo  practitioner  of law in  Midland,  Texas.  Before
     --------------
opening his practice he served in the Legal  Department  of the Federal  Deposit
Insurance  Corporation  (FDIC),  Midland,  Texas  where he  gained  exposure  to
corporate  structures  and  debt  workouts.   His  employment  before  the  FDIC
appointment  was with Texas  American  Energy and Exxon  Corporation.  Mr. Blair
received a Bachelor of Arts in Government from The University of Texas at Austin
(1975) and Juris Doctor from Texas Tech University  School of Law (1979).  He is
licensed in every state court in Texas, United States District Court (Texas) and
in The United States Supreme Court.

     Kevin Halter is the President of  Securities  Transfer  Corporation,  a SEC
     ------------
registered  stock  transfer  company , a position  held since 1987. He currently
serves as  Vice-President/Secretary  for both Millennia,  Inc and Halter Capital
Corporation,  a privately held venture capital company. He acts as a Director of
Digital Communications Corporation.

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.

Name and Address                        Number of                 Ownership as
- ----------------                       Shares Owned               a percentage
                                       ------------               ------------

Dr. Elizabeth Huntley                     33,334                      12.1
12342 Roscoe Boulevard
Sun Valley, CA 91352

Glenn A. Little (1)                      137,500                      49.9
211 West Wall
Midland, Texas 79701 (1)

Matthew Blair                                  0                         0
P.O. Box 10133
Midland, Texas 79710

Kevin Halter                                   0                         0
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248

Total owned by Officers and Directors    170,834                        62%


1. Beneficially Owned by Little and Company Investment Securities

<PAGE>

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, 1996.
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 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: March 27, 1997

IMMUNE AMERICA, INC.


By: /s/ Glenn A. Little
   -------------------------
Glenn A. Little
President

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/ Glenn A. Little
- --------------------------
Glenn A. Little
President (Chief Executive Officer),
Principal Accounting Officer and Chairman
of the Board


/s/ Matthew Blair
- ---------------------------
Matthew Blair
Secretary and Director
March 27, 1997



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.


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