<PAGE> 1
As filed with the Securities and Exchange Commission on October 27, 1998
Registration No. 0-24641
==============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Amendment No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
IMMUNOTECHNOLOGY CORPORATION
----------------------------------------------
(Name of Small Business Issuer in its Charter)
Delaware 84-1016435
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1661 Lakeview Circle, Ogden, Utah 84403
-------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (801) 399-3632
--------------
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $0.00001 per share
------------------------------------------
(Title of Class)
==============================================================================
<PAGE>
<PAGE> 2
IMMUNOTECHNOLGY CORPORATION
FORM 10-SB
TABLE OF CONTENTS
PART 1 Page
Item 1. Description of Business ..................................... 3
Item 2. Management's Discussion and Analysis or Plan of Operation ... 9
Item 3. Description of Property...................................... 10
Item 4. Security Ownership of Certain Beneficial Owners
and Management.............................................. 10
Item 5. Directors, Executive Officers, Promoters
and Control Persons......................................... 11
Item 6. Executive Compensation....................................... 12
Item 7. Certain Relationships and Related Transactions............... 13
Item 8. Description of Securities.................................... 13
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters................. 15
Item 2. Legal Proceedings............................................ 15
Item 3. Changes in and Disagreements with Accountants................ 15
Item 4. Recent Sales of Unregistered Securities...................... 16
Item 5. Indemnification of Directors and Officers.................... 16
PART F/S
Financial Statements......................................... 17
PART III
Item 1. Index to Exhibits............................................ 31
Signatures................................................... 32
<PAGE>
<PAGE> 3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Corporate History
- -----------------
(a) Initial Business Activities
---------------------------
The Registrant was incorporated on November 30, 1989, in the state of
Delaware. The Registrant's predecessor was LJC Corporation, a Utah
corporation, organized on November 8, 1984 ("LJC"). On October 7, 1989, LJC
acquired ImmunoTechnology Laboratories, Inc., a Colorado corporation ("ITL"),
by means of a stock-for-stock exchange with the shareholder of ITL. As a
result of this transaction, ITL became a wholly owned subsidiary of LJC. On
October 10, 1989, LJC changed its name to ImmunoTechnology Laboratories, Inc.
("ITL-UT").
At a special meeting of the shareholders of ITL-UT, the shareholders
approved a proposal to redomicile ITL-UT in the state of Delaware, by forming
a Delaware corporation and merging ITL-UT into the Delaware corporation, and
changing the its name to ImmunoTechnology Corporation. The merger was
effective on December 21, 1989. As a result of the merger, ITL-UT no longer
exists.
ITL was formed for the purpose of engaging in the business of operating a
medical test related laboratory. The Registrant's only business has been the
operation of ITL, whose operations were discontinued in 1992.
(b) Current Business Activities
----------------------------
Since discontinuing the operations of ITL, the Registrant has been
seeking potential business acquisition or opportunities to enter in an effort
to commence business operations. The Registrant does not propose to restrict
its search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any business in
any industry. The Registrant has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such
opportunities, economic conditions, and other factors.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Registrant has only limited resources,
it may be difficult to find good opportunities. There can be no assurance
that the Registrant will be able to identify and acquire any business
opportunity which will ultimately prove to be beneficial to the Registrant and
its shareholders. The Registrant will select any potential business
opportunity based on management's business judgment.
The activities of the Registrant are subject to several significant risks
which arise primarily as a result of the fact that the Registrant has no
specific business and may acquire or participate in a business opportunity
based on the decision of management which potentially could act without the
consent, vote, or approval of the Registrant's shareholders. The risks faced
by the Registrant are further increased as a result of its lack of resources
and its inability to provide a prospective business opportunity with
significant capital.
<PAGE> 4
In November 1997, the directors determined that the Registrant should
become active in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
Registrant then began to consider and investigate potential business
opportunities. Because of the Registrant's current status having no assets
and no recent operating history, in the event the Registrant does successfully
acquire or merge with an operating business opportunity, it is likely that the
Registrant's present shareholders will experience substantial dilution and
there will be a probable change in control of the Registrant.
The Registrant is voluntarily filing its registration statement on Form
10SB in order to make information concerning itself more readily available to
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could
provide a prospective merger or acquisition candidate with additional
information concerning the Registrant. In addition, management believes that
this might make the Registrant more attractive to an operating business
opportunity as a potential business combination candidate. As a result of
filing its registration statement, the Registrant is obligated to file with
the Commission certain interim and periodic reports including an annual report
containing audited financial statements. The Registrant intends to continue
to voluntarily file these periodic reports under the Exchange Act even if its
obligation to file such reports is suspended under applicable provisions of
the Exchange Act.
Any target acquisition or merger candidate of the Registrant will become
subject to the same reporting requirements as the Registrant upon consummation
of any such business combination. Thus, in the event that the Registrant
successfully completes an acquisition or merger with another operating
business, the resulting combined business must provide audited financial
statements for at least the two most recent fiscal years or, in the event that
the combined operating business has been in business less than two years,
audited financial statements will be required from the period of inception of
the target acquisition or merger candidate.
Sources of Business Opportunities
- ---------------------------------
The Registrant intends to use various sources in its search for potential
business opportunities including its officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists, members of
the financial community and others who may present management with unsolicited
proposals. Because of the Registrant's lack of capital, it may not be able to
retain on a fee basis professional firms specializing in business acquisitions
and reorganizations. Rather, the Registrant will most likely have to rely on
outside sources, not otherwise associated with the Registrant, that will
accept their compensation only after the Registrant has finalized a successful
acquisition or merger. To date, the Registrant has not engaged nor entered
into any discussions, negotiations, agreements nor understandings regarding
retention of any consultant to assist the Registrant in its search for
business opportunities, nor is management presently in a position to actively
seek or retain any prospective consultants for these purposes.
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The Registrant does not intend to restrict its search to any specific
kind of industry or business. The Registrant may investigate and ultimately
acquire a venture that is in its preliminary or development stage, is already
in operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Registrant may participate. A potential venture might need
additional capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would involve the
acquisition of, or merger with, an operating business that does not need
additional capital, but which merely desires to establish a public trading
market for its shares. Management believes that the Registrant could provide a
potential public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically associated
with an initial public offering.
Evaluation
- ----------
Once the Registrant has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's
knowledge and experience, or with the assistance of outside advisors and
consultants evaluating the preliminary information available to them.
Management may elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However, because of
the Registrant's lack of capital it may not have the necessary funds for a
complete and exhaustive investigation of any particular opportunity.
In evaluating such potential business opportunities, the Registrant will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Registrant and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development
or exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Registrant has not located or identified any specific
business opportunity as of the date hereof, there are certain unidentified
risks that cannot be adequately expressed prior to the identification of a
specific business opportunity. There can be no assurance following
consummation of any acquisition or merger that the business venture will
develop into a going concern or, if the business is already operating, that it
will continue to operate successfully. Many of the potential business
opportunities available to the Registrant may involve new and untested
products, processes or market strategies which may not ultimately prove
successful.
<PAGE>
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Form of Potential Acquisition or Merger
- ---------------------------------------
Presently, the Registrant cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular
manner in which the Registrant participates in a specific business opportunity
will depend upon the nature of that opportunity, the respective needs and
desires of the Registrant and management of the opportunity, and the relative
negotiating strength of the parties involved. Actual participation in a
business venture may take the form of an asset purchase, lease, joint venture,
license, partnership, stock purchase, reorganization, merger or consolidation.
The Registrant may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization, however, the
Registrant does not intend to participate in opportunities through the
purchase of minority stock positions.
Because of the Registrant's current status and recent inactive status for
the prior six years, and its concomitant lack of assets or relevant
operating history, it is likely that any potential merger or acquisition with
another operating business will require substantial dilution of the
Registrant's existing shareholders. There will probably be a change in
control of the Registrant, with the incoming owners of the targeted merger or
acquisition candidate taking over control of the Registrant. Management has
not established any guidelines as to the amount of control it will offer to
prospective business opportunity candidates, since this issue will depend to a
large degree on the economic strength and desirability of each candidate, and
corresponding relative bargaining power of the parties. However, management
will endeavor to negotiate the best possible terms for the benefit of the
Registrant's shareholders as the case arises.
Management does not have any plans to borrow funds to compensate any
persons, consultants, promoters, or affiliates in conjunction with its efforts
to find and acquire or merge with another business opportunity. Management
does not have any plans to borrow funds to pay compensation to any prospective
business opportunity, or shareholders, management, creditors, or other
potential parties to the acquisition or merger. In either case, it is
unlikely that the Registrant would be able to borrow significant funds for
such purposes from any conventional lending sources. In all probability, a
public sale of the Registrant's securities would also be unfeasible, and
management does not contemplate any form of new public offering at this time.
In the event that the Registrant does need to raise capital, it would
most likely have to rely on the private sale of its securities or loans from
its officers and directors. Such a private sale would be limited to persons
exempt under the Commission's Regulation D or other rule or provision for
exemption, if any applies. However, no private sales are contemplated by the
Registrant's management at this time. If a private sale of the Registrant's
securities is deemed appropriate in the future, management will endeavor to
acquire funds on the best terms available to the Registrant. However, there
can be no assurance that the Registrant will be able to obtain funding when
and if needed, or that such funding, if available, can be obtained on terms
reasonable or acceptable to the Registrant. The Registrant does not
anticipate using Regulation S promulgated under the Securities Act of 1933 to
raise any funds any time within the next year, subject only to its potential
applicability after consummation of a merger or acquisition.
<PAGE>
<PAGE> 7
Although not presently anticipated by management, there is a remote
possibility that the Registrant might sell its securities to its management or
affiliates.
In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities of the Registrant, may be paid to persons
instrumental in facilitating the transaction. The Registrant has not
established any criteria or limits for the determination of a finder's fee,
although most likely an appropriate finder's fee will be negotiated between
the parties, including the potential business opportunity candidate, based
upon economic considerations and reasonable value as estimated and mutually
agreed at that time. A finder's fee would only be payable upon completion of
the proposed acquisition or merger in the normal case, and management does not
contemplate any other arrangement at this time. Management has not actively
undertaken a search for, nor retention of, any finder's fee arrangement with
any person. It is possible that a potential merger or acquisition candidate
would have its own finder's fee arrangement, or other similar business
brokerage or investment banking arrangement, whereupon the terms may be
governed by a preexisting contract; in such case, the Registrant may be
limited in its ability to affect the terms of compensation, but most likely
the terms would be disclosed and subject to approval pursuant to submission of
the proposed transaction to a vote of the Registrant's shareholders.
Management cannot predict any other terms of a finder's fee arrangement at
this time. It would be unlikely that a finder's fee payable to an affiliate
of the Registrant would be proposed because of the potential conflict of
interest issues. If such a fee arrangement was proposed, independent
management and directors would negotiate the best terms available to the
Registrant so as not to compromise the fiduciary duties of the affiliate in
the proposed transaction, and the Registrant would require that the proposed
arrangement would be submitted to the shareholders for prior ratification in
an appropriate manner.
Management does not contemplate that the Registrant would acquire or
merge with a business entity in which any affiliates of the Registrant have an
interest. Any such related party transaction, however remote, would be
submitted for approval by an independent quorum of the Board of Directors and
the proposed transaction would be submitted to the shareholders for prior
ratification in an appropriate manner. None of the Registrant's managers,
directors, or other affiliated parties have had any contact, discussions, or
other understandings regarding any particular business opportunity at this
time, regardless of any potential conflict of interest issues. Accordingly,
the potential conflict of interest is merely a remote theoretical possibility
at this time.
Rights of Shareholders
- ----------------------
It is presently anticipated by management that prior to consummating a
possible acquisition or merger, the Registrant will seek to have the
transaction ratified by shareholders in the appropriate manner. Most likely,
this would require a general or special shareholder's meeting called for such
purpose. Section 228 of the Delaware Corporations Law provides that any
action which may be taken at any annual or special meeting of the
shareholders, may be taken without a meeting, without prior notice and without
a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder of the outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.
<PAGE> 8
However, a shareholder's meeting is normally the most expeditious procedure,
wherein all shareholder's would be entitled to vote in person or by proxy. In
the notice of such a shareholder's meeting and proxy statement, the Registrant
will provide shareholders complete disclosure documentation concerning a
potential acquisition of merger candidate, including financial information
about the target and all material terms of the acquisition or merger
transaction.
Competition
- -----------
Because the Registrant has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. The Registrant is aware that there are several other public
companies with only nominal assets that are also searching for operating
businesses and other business opportunities as potential acquisition or merger
candidates. The Registrant will be in direct competition with these other
public companies in its search for business opportunities and, due to the
Registrant's lack of funds, it may be difficult to successfully compete with
these other companies.
Employees
- ---------
As of the date hereof, the Registrant does not have any employees and has
no plans for retaining employees until such time as the Registrant's business
warrants the expense, or until the Registrant successfully acquires or merges
with an operating business. The Registrant may find it necessary to
periodically hire part-time clerical help on an as-needed basis.
Facilities
- ----------
The Registrant is currently using as its principal place of business the
personal residence of its Vice President and Director located in Ogden, Utah.
Although the Registrant has no written agreement and pays no rent for the use
of this facility, it is contemplated that at such future time as an
acquisition or merger transaction may be completed, the Registrant will secure
commercial office space from which it will conduct its business. Until such
an acquisition or merger, the Registrant lacks any basis for determining the
kinds of office space or other facilities necessary for its future business.
The Registrant has no current plans to secure such commercial office space.
It is also possible that a merger or acquisition candidate would have adequate
existing facilities upon completion of such a transaction, and the
Registrant's principal offices may be transferred to such existing facilities.
<PAGE>
<PAGE> 9
Item 2. Management's Discussion and Analysis or Plan of Operation
Overview
- --------
The Registrant is considered a development stage company with no assets
or capital and with no operations or income since approximately 1992. The
costs and expenses associated with the preparation and filing of this
registration statement and other operations of the Registrant have been paid
for by shareholders of the Registrant, specifically Mark A. Scharmann (see
Item 4, Security Ownership of Certain Beneficial Owners and Management). It is
anticipated that the Registrant will require only nominal capital to maintain
the corporate viability of the Registrant and necessary funds will most likely
be provided by the Registrant's existing shareholders or its officers and
directors in the immediate future. However, unless the Registrant is able to
facilitate an acquisition of or merger with an operating business or is able
to obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Registrant until such time as the
Registrant successfully completes an acquisition or merger. At that time,
management will evaluate the possible effects of inflation on the Registrant
as it relates to its business and operations following a successful
acquisition or merger.
Plan of Operation
- -----------------
During the next twelve months, the Registrant's officers and directors
will contact business brokers, consultants, and other business professionals
in an effort to actively seek out and investigate possible business
opportunities with the intent to acquire or merge with one or more business
ventures. In its search for business opportunities, management will follow the
procedures outlined in Item 1 above. Because the Registrant lacks funds, it
may be necessary for the officers and directors to either advance funds to the
Registrant 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 Registrant'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
Registrant engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Registrant to attempt to raise
additional funds. As of the date hereof, the Registrant has not made any
arrangements or definitive agreements to use outside advisors or consultants
or to raise any capital.
In the event the Registrant does need to raise capital most likely the
only method available to the Registrant 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 Registrant 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 Registrant.
<PAGE>
<PAGE> 10
The Registrant 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.
ITEM 3. Description of Property
The information required by this Item 3 is not applicable to this Form
10SB due to the fact that the Registrant does not own or control any material
property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables sets forth the number of shares of the Registrant's
Common Stock, par value $0.00001, held by each person who is believed to be
the beneficial owner of 5% or more of the 1,157,996 shares of the Registrant's
common stock outstanding at June 30, 1998, based on the Registrant's transfer
agent's list, and the names and number of shares held by each of the
Registrant's officers and directors and by all officers and directors as a
group.
Title of Name and Address Amount and Nature of Percent
Class Of Beneficial Owner Beneficial Ownership of Class
- -------- ------------------- --------------------- --------
Common Mark A. Ledoux 44,872 Direct 12.4
1185 Linda Vista Drive 143,592 Indirect (1) 3.9
San Marcos, CA 92069
Common Gerald M Haase 77,539 Direct 6.7
5655 S. Grape Court
Greenwood Village, CO 80121
Common Ronald J. Roscioli 189,541 Direct 16.4
7800 South Elati #112
Littleton, CO 80120
Common Mark A. Scharmann 86,850 Indirect (2) 7.5
1661 Lakeview Circle
Ogden, UT 84403
Common Joseph S. Ventura 189,541 Direct 16.4
10542 Ravenscroft Drive
Dallas, TX 75230
Common John A. Wise 189,541 Direct 16.4
1185 Linda Vista Drive
San Marcos, CA 92069
[Footnotes appear on following page]<PAGE>
<PAGE> 11
Officers, Directors and Nominees
Common John A. Wise, President
and Director -------See Above-------
Common Mark A. Scharmann, Vice
President and Director -------See Above-------
Common David Knudson, Secretary/
Treasurer and Director 2,000 Direct 0.2
Common Gerald M Haase, Director -------See Above-------
All Officers, Directors, and
Nominees as a Group (4 Persons) 269,080 Direct 23.2
86,850 Indirect 7.5
------- ----
355,930 30.7
======= ====
- --------------------------------
(1) Shares beneficially held of record by Natural Alternatives, of which
Mr. Ledoux is the controlling principal.
(2) Shares beneficially held of record by Troika Capital Investment, of which
Mr. Scharmann is the principal owner and shareholder.
ITEM 5. Directors, Executive Officers, Promoters and Control Persons
The names of the Registrant's executive officers and directors and the
positions held by each of them are set forth below:
Name Position
- ---- --------
John A. Wise President and Director
Mark A. Scharmann Vice President and Director
David Knudson Secretary/Treasurer and Director
Gerald M Haase Director
The term of office of each director is one year and until his successor
is elected at the Registrant's annual shareholders' meeting and is qualified,
subject to removal by the shareholders. The term of office for each officer
is for one year and until a successor is elected at the annual meeting of the
board of directors and is qualified, subject to removal by the board of
directors.
<PAGE>
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Biographical Information
Set forth below is certain biographical information with respect to each
of the Registrant's officers and directors.
John A. Wise, age 58, has been director of the Company since October
1989. Since 1991, Mr. Wise has been the Vice-President of Research and
Development at Natural Alternatives International, Inc. [NASDAQ: NAII], San
Marcos, California, a biotechnology company that formulates and produces
vitamins and related nutritional supplements.
Mark A. Scharmann, age 39, has been vice-president and a director of the
Company since February 1997. Since 1979, Mr. Scharmann has been the principal
owner of Troika Capital, Inc., Ogden, Utah, a financial consulting company.
David Knudson, age 38, has been the secretary/treasurer of the Company
since February 1997. From September 1994 to June 1996, Mr. Knudson was an
adjunct professor of Computer Information Systems at Weber State University,
Ogden, Utah. Since 1985, Mr. Knudson has been the principal of Twelve O Eight,
a business and computer consulting company, located in Layton, Utah.
Gerald M. Haase, age 51, has been a director of the Company since
November 1989. Since 1979, Gerald M. Haase, has been a surgeon at Denver
Pediatric Surgeons, P.C., Denver, Colorado.
ITEM 6. EXECUTIVE COMPENSATION
The Registrant has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors. The
Registrant has not paid any salaries or other compensation to its officers,
directors or employees for the years ended June 30, 1998, 1997 and 1996, nor
at any time during 1998, 1997 or 1996. Further, the Registrant has not entered
into an employment agreement with any of its officers, directors or any other
persons and no such agreements are anticipated in the immediate future. It is
intended that the Registrant's directors may be compensated for services
provided to the Company until such time as an acquisition or merger can be
accomplished. As of the date hereof, no person has accrued any compensation
from the Registrant.
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Registrant's last three completed
fiscal years to the Registrant's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at June 30, 1998, the end
of the Registrant's last completed fiscal year):
<PAGE>
<PAGE> 13
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
----------------------
Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options
LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs
Payout Compensation
- ------------------ ---- ------ -------- ------------ ------ -------
- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
John A. Wise 1998 $ -0- -0- -0- -0- -0-
- -0- -0-
President and CEO 1997 $ -0- -0- -0- -0- -0-
- -0- -0-
1996 $ -0- -0- -0- -0- -0-
- -0- -0-
</TABLE>
Options/SAR Grants in Last Fiscal Year
None.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans
None.
Pension Table
Not Applicable.
Other Compensation
None.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mark A. Scharmann, an officer and director of the Company has advanced
money to the Company during the year ended June 30, 1998. The advances are
bearing interest at a rate of 10% per annum and have no maturity date. At
June 30, 1998, the balance of advances amounted to $47,116.
At June 30, 1998, the Registrant had two notes payable with two
shareholders in the amounts of $5,000 and $2,500 respectively. The notes bear
interest at a rate of 10% per annum and are payable on demand.
ITEM 8. DESCRIPTION OF SECURITIES
General
- -------
The Registrant is authorized to issue fifty five million shares of
capital stock, consisting of 50,000,000 shares of common stock, par value
$0.00001 per share (the "Common Stock") and 5,000,000 shares of preferred
stock, par value $0.00001 per share (the "Preferred Stock"). There are
1,157,996 shares of Common Stock and no shares of Preferred Stock issued and
outstanding as of June 30, 1998.
<PAGE> 14
(a) Common Stock
------------
The holders of Common Stock are entitled to one vote per share on each
matter submitted to a vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any persons to the board of directors. The Registrant's bylaws provide that a
majority of the issued and outstanding shares of the Registrant constitutes a
quorum for shareholders' meetings, except with respect to certain matters for
which a greater percentage quorum is required by statute or the bylaws.
Shareholders of the Registrant have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock is
not subject to redemption, call or assessment, and carries no subscription or
conversion rights. In the event of liquidation of the Registrant, the shares
of Common Stock are entitled to share equally in corporate assets after
satisfaction of all liabilities.
Holders of Common Stock are entitled to receive such dividends as the
board of directors may from time to time declare out of funds legally
available for the payment of dividends. The Registrant seeks growth and
expansion of its business through the reinvestment of profits, if any, and
does not anticipate that it will pay dividends in the foreseeable future.
(b) Preferred Stock
---------------
The Registrant is authorized to issue up to 5,000,000 shares of Preferred
Stock having a par value of $0.00001 per share. All shares of Preferred Stock
shall be issued for such consideration or considerations as the Board of
Directors may from time to time determine. At June 30, 1998, the Registrant
had no shares of Preferred Stock issued and outstanding.
The authority to issue the Preferred Stock is vested in the Registrant's
Board of Directors, which has authority to fix and determine the powers,
qualifications, limitations, restrictions, designations, rights, preferences,
or other variations of each class or series within each class which the
Registrant is authorized to issue. The above described authority of the Board
of Directors to fix and determine the rights, preferences and privileges of
the Preferred Stock may be exercised by corporate resolution from time to time
as the Board of Directors sees fit.
<PAGE>
<PAGE> 15
PART II
ITEM 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters
The Registrant's Common Stock is quoted on the National Association of
Securities Dealers Electronic Bulletin Board under the symbol "ITRX." Set
forth below are the high and low bid prices for the Registrant's Common Stock
for the last three years. Although the Common Stock is quoted on the
Electronic Bulletin Board it has traded sporadically with low volume.
Consequently, the information provided below may not be indicative of the
Common Stock price under different conditions. All prices listed herein
reflect inter-dealer prices, without retail mark-up, mark-down or commissions
and may not represent actual transactions.
Quarter Ended High Bid Low Bid
- ------------- -------- -------
March 1996 N/A N/A
June 1996 N/A N/A
September 1996 N/A N/A
December 1996 N/A N/A
March 1997 N/A N/A
June 1997 N/A N/A
September 1997 $2.50 $1.80
December 1997 $2.50 $1.80
March 1998* $2.50 $0.31
June 1998* $0.25 $0.25
September 1998* $0.25 $0.25
* The per share price gives effect to a 10 for 1 reverse split of the issued
and outstanding shares of Common Stock effective January 26, 1998.
At September 30, 1998, the bid price for the Common Stock was $0.25.
Since its inception, the Registrant has not paid any dividends on its
Common Stock, and the Registrant does not anticipate that it will pay
dividends in the foreseeable future.
As of September 30,1998, there were 1,157,996 shares of common stock
outstanding held by approximately 60 active holders of record, including
broker-dealers and clearing corporations holding shares on behalf of their
customers, as reported by the Registrant's transfer agent.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings and no such
action by or against it, to the best of its knowledge, has been threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Registrant has not changed nor had any disagreements with its
independent certified accountants.
<PAGE> 16
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Registrant has not issued any unregistered securities within the
past three years.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law provides in relevant parts as
follows:
(1) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or on
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the feet that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine on application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee, or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in 1) or (2) of this subsection, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
<PAGE>
<PAGE> 17
(4) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaws, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executors, and administrators of such
a person.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the above
discussed sections of the Delaware Corporation Law.
The Registrant's certificate of incorporation and bylaws provide that the
Registrant "may indemnify" to the full extent of its power to do so, all
directors, officers, employees, and/or agents. It is anticipated that the
Registrant will indemnify its officers and directors to the full extent
permitted by the above-quoted statute.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act may be permitted to officers and directors of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant
is aware that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
PART F/S
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's financial statements for the fiscal years ended June 30,
1998, 1997 and 1996, have been examined to the extent indicated in their
reports by Rose, Snyder & Jacobs, a corporation of certified public
accountants, and have been prepared in accordance with generally accepted
accounting principles and are attached hereto and incorporated herein by this
reference.<PAGE>
<PAGE> 18
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
ImmunoTechnology Corporation
Salt Lake City, Utah
We have audited the accompanying balance sheet of ImmunoTechnology
Corporation (a Delaware Corporation in the Development Stage), as of June 30,
1998, and statements of operations, stockholders' deficit, and cash flows for
the years ended June 30, 1998 and 1997 and the period from inception of the
development stage (July 1, 1992) through June 30, 1998. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 ImmunoTechnology
Corporation (a Development Stage Company) as of June 30, 1998, and the results
of its operations and its cash flows for the years ended June 30, 1998 and
1997 and the period from the inception of the development stage (July 1, 1992)
through June 30, 1998, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company does not generate revenue and has a new
capital deficiency that raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/S/ Rose, Snyder & Jacobs
Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants
Encino, California
September 24, 1998<PAGE>
<PAGE> 19
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 1998
ASSETS
CURRENT ASSETS $ 1,353
Cash -----------
TOTAL ASSETS $ 1,353
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued expenses $ 32,663
Note payable 5,000
-----------
TOTAL CURRENT LIABILITIES 37,663
-----------
LONG TERM DEBT
Note payable 2,500
Advances from an officer 47,116
-----------
TOTAL LONG TERM DEBT 49,616
-----------
STOCKHOLDERS' DEFICIT
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
Outstanding - 1,157,996 11,580
Paid in capital 122,752
Accumulated deficit prior to the development stage (151,332)
Accumulated deficit during the development stage (68,926)
-----------
TOTAL STOCKHOLDERS' DEFICIT (85,926)
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 1,353
===========
See independent auditors' report and notes to financial statements.<PAGE>
<PAGE> 20
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
From inception of
the development
stage, July 1, 1992
through
1998 1997 June 30, 1998
------------ ------------ ---------------
REVENUE $ - $ - $ -
COST OF REVENUE - - -
GROSS PROFIT - - -
OPERATING EXPENSES
Professional fees 27,828 13,703 41,531
Taxes and licenses 50 1,288 1,338
Bank fees and service charges 1,524 70 1,594
Meals and entertainment 300 - 300
Travel 15,591 - 15,591
Office expense 5,963 - 5,963
Interest expense 2,609 - 2,609
------------ ------------ ---------------
TOTAL OPERATING EXPENSES 53,865 15,061 68,926
------------ ------------ ---------------
NET LOSS $ (53,865) $ (15,061) $ (68,926)
============ ============ ===============
BASIC LOSS PER COMMON SHARE $ (.05) $ (.01)
------------ ------------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 1,157,996 1,157,996
------------ ------------
See independent auditors' report and notes to financial statements.<PAGE>
<PAGE> 21
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
<TABLE>
<CAPTION>
Accumulated
Common Additional Deficit Prior Accumulated
Stock Paid-in to Deficit After
Par Value Capital July 1, 1992 July 1, 1992 Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at July 1, 1992 $ 11,580 $ 122,752 $ (151,332) $ - $ (17,000)
Activity July 1, 1992
through June 30, 1996 - - - - -
------------ ------------ ------------ ------------ ------------
Balance at July 1, 1996 11,580 122,752 (151,332) - (17,000)
Net loss - - - (15,061) (15,061)
------------ ------------ ------------ ------------ ------------
Balance at June 30, 1997 11,580 122,752 (151,332) (15,061) (32,061)
------------ ------------ ------------ ------------ ------------
Net Loss - - - (53,865) (53,865)
------------ ------------ ------------ ------------ ------------
Balance at June 30, 1998 $ 11,580 $ 122,752 $ (151,332) $ (68,926) $ (85,926)
============ ============ ============ ============ ============
</TABLE>
See independent auditors' report and notes to financial statements.<PAGE>
<PAGE> 22
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
From Inception
of the
Development
Stage, July 1
1992 through
1998 1997 June 30, 1998
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (53,865) $ (15,061) $ (68,926)
Adjustment to reconcile net loss to
net cash used in operating
activities
Increase in accrued expenses 9,147 6,516 15,663
----------- ----------- -----------
NET CASH USED IN
OPERATING ACTIVITIES (44,718) (8,545) (53,263)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from an officer 40,566 6,550 47,116
Proceeds from notes payable 5,000 2,500 7,500
----------- ----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 45,566 9,050 54,616
----------- ----------- -----------
NET INCREASE IN CASH 848 505 1,353
CASH AT BEGINNING OF YEAR 505 - -
----------- ----------- -----------
CASH AT END OF YEAR $ 1,353 $ 505 $ 1,353
=========== =========== ===========
Supplementary disclosures:
Interest paid $ 660 $ - $ 660
=========== =========== ===========
See independent auditors' report and notes to financial statements.<PAGE>
<PAGE> 23
IMMUNOTECHNOLOGY CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
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. Presently, the Company
has no operations.
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 year ended June 30, 1998, the Company did not generate
any revenue, and has a net capital deficiency. These factors among others may
indicate that the Company will be unable to continue as a going concern for a
reasonable period of time. For the year ended June 30, 1998 through the date
of the attached independent auditors' report, the Company funded its
disbursements by loans from individuals.
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.
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.
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.
2. INCOME TAXES
The Company has loss carryforwards available to offset future taxable income.
The loss carryforwards at June 30,1998 total approximately $220,000 and expire
between June 30, 2004 and June 30, 2013. Loss carryforwards are limited in
accordance with the rules of change in ownership.
3. RELATED PARTY TRANSACTIONS
An officer of the Company advanced money to the Company during the year ending
June 30, 1998. The advances are bearing interest at a rate of 10% and have no
maturity date. At June 30, 1998, the balance of advances from an officer
amounted to $47,116.
See Independent Auditors' Report
<PAGE> 24
IMMUNOTECHNOLOGY CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
JUNE 30, 1998
4. NOTE PAYABLE
At June 30, 1998 the Company had notes payable with minority shareholders for
a total of $7,500. These notes bear interest at 10%. One note in the amount of
$5,000 matures in August 1998 and another one in the amount of $2,500 has no
maturity date.
5. COMMON STOCK
In January 1998, the Company recorded a reverse split on a 1-for-10 basis of
its outstanding shares. The total of 11,579,960 outstanding shares of common
stock at June 30, 1997 is now 1,157,996 at June 30, 1998. The reverse split
was considered retroactively for the calculation of weighted average number of
common shares, which is used for determination of basic loss per common share.
See independent auditors' report.
<PAGE>
<PAGE> 25
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
ImmunoTechnology Corporation
San Marcos, California
We have audited the accompanying balance sheets of ImmunoTechnology
Corporation, (a Delaware corporation in the development stage), as of
June 30, 1997 and 1996, and the related statements of operations,
stockholders' deficit, and cash flows for the years then ended and the period
from
inception of the development stage (July 1, 1992) through June 30, 1997. These
financial statements are the responsibility of the Corporation's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 ImmunoTechnology
Corporation (a development stage company) as of June 30, 1997 and 1996, and
the results of its operations and its cash flows for the years then ended and
the
period from the inception of the development stage (July 1, 1992) through June
30, 1997, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company is a development stage company with no
operating capital which raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 6. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/S/ Rose, Snyder & Jacobs
Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants
Burbank, California
July 29, 1997, except for note 5, as to which date is January 30, 1998<PAGE>
<PAGE> 26
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
JUNE 30, 1997 AND 1996
ASSETS
1997 1996
----------- -----------
CURRENT ASSETS $ 505 $ -
Cash ----------- -----------
TOTAL ASSETS $ 505 $ -
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued expenses $ 23,516 $ 17,000
Advance from an individual 2,500 -
----------- -----------
TOTAL CURRENT LIABILITIES 26,016 17,000
----------- -----------
LONG TERM DEBT
Advances from an officer 6,550 -
----------- -----------
STOCKHOLDERS' DEFICIT
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
Outstanding - 1,157,996 11,580 11,580
Paid in capital 122,752 122,752
Accumulated deficit prior to the development stage (151,332) (151,332)
Accumulated deficit during the development stage (15,061) -
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT (32,061) (17,000)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 505 $ -
=========== ===========
See independent auditors' report and notes to financial statements.<PAGE>
<PAGE> 27
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1997 AND 1996
From inception of
the development
stage, July 1, 1992
through
1997 1996 June 30, 1997
------------ ------------ ---------------
REVENUE $ - $ - $ -
COST OF REVENUE - - -
------------ ------------ ---------------
GROSS PROFIT - - -
OPERATING EXPENSES
Professional fees 13,703 - 13,703
Taxes and licenses 1,288 - 1,288
Bank fees 70 - 70
------------ ------------ ---------------
TOTAL OPERATING EXPENSES $ 15,061 $ - $ 15,061
------------ ------------ ---------------
NET LOSS $ (15,061) $ - $ (15,061)
============ ============ ===============
BASIC LOSS PER COMMON SHARE$ (.00) $ .00
------------ ------------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 1,157,996 1,157,996
============ ============
See independent auditors' report and notes to financial statements.<PAGE>
<PAGE> 28
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
Accumulated
Common Additional Deficit Prior Accumulated
Stock Paid-in to Deficit After
Par Value Capital July 1, 1992 July 1, 1992 Total
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance at July 1, 1992 $ 11,580 $ 122,752 $ (151,332) $ - $ (17,000)
Activity July 1, 1992
through June 30, 1995 - - - - -
------------ ------------ ------------ ------------ ------------
Balance at July 1, 1995 11,580 122,752 (151,332) - (17,000)
Activity during year - - - - -
------------ ------------ ------------ ------------ ------------
Balance at June 30, 1996 11,580 122,752 (151,332) - (17,000)
Net loss during year - - - (15,061) (15,061)
------------ ------------ ------------ ------------ ------------
Balance at June 30, 1997 $ 11,580 $ 122,752 $ (151,332) $ (15,061) $ (32,061)
============ ============ ============ ============ ============
</TABLE>
See independent auditors' report and notes to financial statements.<PAGE>
<PAGE> 29
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1997 AND 1996
From Inception
of the
Development
Stage, July 1
1992 through
1997 1996 June 30, 1997
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (15,061) $ - $ (15,061)
Adjustment to reconcile net loss to
net cash used in operating
activities
Increase in accrued expenses 6,516 - 6,516
----------- ----------- -----------
NET CASH USED IN
OPERATING ACTIVITIES (8,545) - (8,545)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from officer 6,550 - 6,550
Advances from an individual 2,500 - 2,500
----------- ----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 9,050 - 9,050
----------- ----------- -----------
NET INCREASE IN CASH 505 - 505
CASH AT BEGINNING OF YEAR - - -
----------- ----------- -----------
CASH AT END OF YEAR $ 505 $ - $ 505
----------- ----------- -----------
Supplementary disclosures:
Interest paid $ - $ - $ -
=========== =========== ===========
Income taxes paid $ - $ - $ -
=========== =========== ===========
See independent auditors' report and notes to financial statements.<PAGE>
<PAGE> 30
IMMUNOTECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996
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. Presently, the Company
has no operations.
Cash Flows
- ----------
Cash consists of balances in a demand account at a bank.
2. INCOME TAXES
The Company has loss carryforwards available to offset future taxable income.
The loss carryforwards at June 30,1997 total approximately $160,000 and expire
between June 30, 2004 and June 30, 2012. Loss carryforwards are limited in
accordance with the rules of change in ownership.
3. RELATED PARTY TRANSACTIONS
An officer of the Company advanced money to the Company during the year ending
June 30, 1997. The advances are bearing interest at a rate of 10% and have no
maturity date. At June 30, 1997, the balance of advances from an officer
amounted to $6,550.
4. ADVANCES FROM INDIVIDUALS
Advances from individuals bear interest at 10%, and have no maturity date.
5. COMMON STOCK
In January 1998, the Company recorded a reverse split on a 1-for-10 basis of
its outstanding shares. The total of 11,579,960 outstanding shares of common
stock at June 30, 1997 and 1996 is considered to be 1,157,996 for the
calculation of weighted average number of common shares, which is used for
determination of basic loss per common share.
6.GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. Management
intends to seek a merger with an existing operating company, in the interim it
has committed to meeting the Company's minimal operating expenses.
See independent auditors' report.
<PAGE>
<PAGE> 31
PART III
ITEM 1. INDEX TO EXHIBITS
Copies of the following documents are included as exhibits to this
Amendment No. 1 to Form 10-SB pursuant to item 601 of regulation S-B.
SEC
Exhibit Reference
No. No. Title of Document Location
- ------- --------- ----------------- --------
1 3 Articles of Incorporation
of the Registrant and related
Amendments Original Filing
2 3 Bylaws of the Registrant Original Filing
3 4 Specimen Stock Certificate Original Filing
4 27 Financial Data Schedule This Filing
<PAGE>
<PAGE> 32
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf
by the undersigned, thereunder duly authorized.
IMMUNOTECHNOLOGY CORPORATION
By: /S/ John A. Wise, President
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf
by the undersigned in the capacities and on the dates stated.
Signature Title Date
- --------- ----- ----
/S/ John A. Wise President, Director October 23, 1998
/S/ Mark A. Scharmann Vice President, Director October 23, 1998
/S/ David Knudson Secretary/Treasurer/Director October 23, 1998
/S/ Gerald M Haase Director October 23, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> JUN-30-1998 JUN-30-1997 JUN-30-1996
<PERIOD-END> JUN-30-1998 JUN-30-1997 JUN-30-1996
<CASH> 1,353 505 0
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 1,353 505 0
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 1,353 505 0
<CURRENT-LIABILITIES> 37,663 26,016 17,000
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 134,332 134,332 134,332
<OTHER-SE> (220,258) (166,393) (151,332)
<TOTAL-LIABILITY-AND-EQUITY> 1,353 505 0
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 51,256 15,061 0
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 2,609 0 0
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