<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: March 31, 1999
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number 0-24641
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IMMUNOTECHNOLOGY CORPORATION
----------------------------------------------
(Name of Small Business Issuer in its charter)
Delaware 84-1016435
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1661 Lakeview Circle, Ogden, Utah 84403
------------------------------------------------------
(Address of principal executive offices and Zip Code)
(801) 399-3632
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.00001 4,884,327
- -------------------------------- ----------------------------
Title of Class Number of Shares Outstanding
as of March 31, 1999<PAGE>
<PAGE> 2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
IMMUNOTECHNOLOGY CORPORATION
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
<PAGE>
<PAGE> 3
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS (Unaudited)
March 31, June 30,
1999 1998
----------- -----------
CURRENT ASSETS $ 20,568 $ 1,353
Cash ----------- -----------
TOTAL ASSETS $ 20,568 $ 1,353
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued expenses $ 21,252 $ 32,663
Notes payable - 5,000
----------- -----------
TOTAL CURRENT LIABILITIES 21,252 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
Issued and outstanding - 4,884,327 at March 31,
1999 and 1,157,996 at June 30, 1998 11,617 11,580
Paid in capital 239,163 122,752
Accumulated deficit prior to the development stage (151,332) (151,332)
Accumulated deficit during the development stage (100,132) (68,926)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT (684) (85,926)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 20,568 $ 1,353
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 4
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(Unaudited)
From Inception of
the Development
Quarter Nine Months Stage, July 1, 1992
ended ended through
Mar 31, 1999 Mar 31, 1999 Mar 31, 1999
------------ ------------ ---------------
REVENUE $ - $ - $ -
COST OF REVENUE - - -
------------ ------------ ---------------
GROSS PROFIT - - -
OPERATING EXPENSES
Professional fees 8,077 18,925 60,456
Taxes and licenses - 42 1,380
Bank fees and service charges 41 83 1,677
Meals and entertainment - - 300
Travel 3,772 6,017 21,608
Office expense 313 988 6,951
Interest expense 2,104 5,151 7,760
------------ ------------ ---------------
TOTAL OPERATING EXPENSES $ 14,307 $ 31,206 $ 100,132
------------ ------------ ---------------
NET LOSS $ (14,307) $ (31,206) $ (100,132)
============ ============ ===============
BASIC LOSS PER COMMON
SHARE $ (0.01) $ (0.03)
------------ ------------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 1,157,996 1,157,996
============ ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 5
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIT
<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)
Net Loss from July 1, 1992
through June 30, 1998 - - - (68,926) (68,926)
------------ ------------ ------------ ------------ ------------
Balance at June 30, 1998 11,580 122,752 (151,332) (68,926) (85,926)
Net loss - - - (16,899) (16,899)
------------ ------------ ------------ ------------ ------------
Balance at December 31, 1998 11,580 122,752 (151,332) (85,825) (102,825)
Net loss - - - (14,307) (14,307)
Issuance of common stock upon
conversion of debt, note 5 37 116,411 - - 116,448
------------ ------------ ------------ ------------ ------------
Balance at March 31, 1999 $ 11,617 $ 239,163 $ (151,332) $ (100,132) $ (684)
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<PAGE> 6
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
From Inception
of the
Development
Stage,
Quarter Nine months July 1, 1992
ended ended through
March 31, March 31, March 31,
1999 1999 1999
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (14,307) $ (31,206) $ (100,132)
Adjustment to reconcile net loss to
net cash used in operating
activities
Increase (decrease) in accrued
expenses 2,104 (4,704) 10,959
----------- ----------- -----------
NET CASH USED IN
OPERATING ACTIVITIES (12,203) (35,910) (89,173)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from an officer 32,075 55,125 102,241
Proceeds from notes payable - - 7,500
----------- ----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 32,075 55,125 109,741
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 19,872 19,215 20,568
CASH AT BEGINNING OF PERIOD 696 1,353 -
----------- ----------- -----------
CASH AT END OF PERIOD $ 20,568 $ 20,568 $ 20,568
----------- ----------- -----------
Supplementary disclosures:
Interest paid $ - $ 1,000 $ 1,660
=========== =========== ===========
<PAGE>
<PAGE> 7
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 1999
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 quarter ended March 31, 1999, the Company did not
generate any revenue, and has a net capital deficiency. These factors among
other may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time. For the quarter ended March 31, 1999,
the Company funded its disbursements by loans from an officer and other
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.
Fair Value of Financial Instruments
- -----------------------------------
The carrying amounts of the Company's advances and notes payable approximate
fair value.
2. INCOME TAXES
The Company has loss carryforwards available to offset future taxable income.
The loss carryforwards at March 31, 1999 total approximately $251,000 and
expire between June 30, 2004 and June 30, 2019. Loss carryforwards are limited
in accordance with change in ownership rules of the Internal Revenue Code.
3. RELATED PARTY TRANSACTIONS
An officer of the Company advanced money to the Company during the quarter and
nine months ended March 31, 1999. The advances are bearing interest at a rate
of 10%. At March 31, 1999, these advances and related accrued interest were
converted into shares of common stock (see Note 5).
<PAGE> 8
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 1998
4. NOTES PAYABLE
The Company had notes payable with minority shareholders for a total of
$7,500. These notes bear interest at 10%. At March 31, 1999, these notes
payable and related accrued interest were converted into shares of common
stock (see Note 5).
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 of common stock was converted to 1,157,996.
At March 31, 1999, the Company converted its advances to the officer, notes
payable to minority shareholders and related accrued interest of $116,448 into
3,726,331 shares of common stock or $0.03125 per share. The issuance of common
stock did not affect the calculation of weighted average number of shares as
it occurred at the closing of the last day of the quarter ended March 31,
1999.
<PAGE>
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
- -------
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.
Since discontinuing operations in 1992 the Registrant has had no
operations is now 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. 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 has voluntarily filed 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<PAGE>
<PAGE> 10
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.
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.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require management time and attention and will require
the Company to incur costs for payment of accountants, attorneys, and others.
If a decision is made not to participate in or complete the acquisition of a
<PAGE>
<PAGE> 11
specific business opportunity, the costs incurred in a related investigation
will not be recoverable. Further, even if agreement is reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result in
the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to complete the participation in or acquisition of any
future business prospect. There is no assurance that the Company will be able
to acquire an interest in any such prospects, products or opportunities that
may exist or that any activity of the Company, regardless of the completion of
any participation in or the acquisition of any business prospect, will be
profitable.
Liquidity and Capital Resources
- -------------------------------
Although the Company has had only limited expenses, it may have to incur
additional legal and accounting costs to remain current on its financial and
corporate reporting obligations. Management anticipates that the Company will
incur more cost including legal and accounting fees to locate and complete a
merger or acquisition. At the present time the Company does not have the
assets to meet these financial requirements.
At March 31, 1999, the Company had assets consisting of $20,568 cash and
current liabilities of $21,252, for a working capital deficit of $(684). The
Company has only incidental ongoing expenses primarily associated with
maintaining its corporate status and professional fees associated with
accounting and legal costs.
An officer of the Company has advanced money to the Company during the
nine-month period ending March 31, 1999. The advances bear interest at a rate
of 10% and have no maturity date. At March 31, 1999, the Company converted its
advances from officers and minority shareholders and related accrued interest
of $116,448 into 3,726,331 shares of common stock of the Company at a
conversion rate of $0.03125 per share.
An officer of the Company is providing the Company with a location
for its offices on a "rent free basis" and no salaries or other form of
compensation are being paid by the Company for the time and effort required by
management to run the Company. The Company does intend to reimburse its
officers and directors for out of pocket cost.
Results of Operations
- ---------------------
Since discontinuing operations in 1992, the Company has not generated
revenue and it is unlikely that any revenue will be generated until the
Company locates a business opportunity with which to acquire or merge. For
the nine month period ended March 31, 1999, the Company has incurred $31,206
in general and administrative expenses. From inception as a development stage
company (July 1, 1992)the Company has an accumulated net loss of $(100,132).
<PAGE>
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
---------
No exhibits are included as they are either not required or not
applicable.
(b) Reports on Form 8-K.
--------------------
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMMUNOTECHNOLOGY CORPORATION
[Registrant]
Dated: May 12, 1999 By/S/John A. Wise, President and
Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000789097
<NAME> IMMUNOTECHNOLOGY CORP
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 20,568
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,568
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 20,568
<CURRENT-LIABILITIES> 21,252
<BONDS> 0
0
0
<COMMON> 250,780
<OTHER-SE> (251,464)
<TOTAL-LIABILITY-AND-EQUITY> 20,568
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 26,055
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,151
<INCOME-PRETAX> (31,206)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,206)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
