<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: September 30, 1998
[ ] 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 1,157,996
- -------------------------------- ----------------------------
Title of Class Number of Shares Outstanding
as of September 30, 1998
<PAGE>
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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
September 30, June 30,
1998 1998
----------- -----------
CURRENT ASSETS $ 74 $ 1,353
Cash ----------- -----------
TOTAL ASSETS $ 74 $ 1,353
----------- -----------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued expenses $ 25,040 $ 32,663
Advance from an individual 5,000 5,000
----------- -----------
TOTAL CURRENT LIABILITIES 30,040 37,663
----------- -----------
LONG TERM DEBT
Note payable 2,500 2,500
Advances from an officer 58,816 47,116
----------- -----------
TOTAL LONG TERM DEBT 61,316 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 - 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 (74,282) (68,926)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT (91,282) (85,926)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT 74 $ 1,353
----------- -----------
<PAGE>
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IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
From inception of
the development
Quarter ended stage, July 1, 1992
September 30, through
1998 September 30, 1998
------------- ----------------
REVENUE $ - $ -
COST OF REVENUE - -
------------- ----------------
GROSS PROFIT - -
OPERATING EXPENSES
Professional fees 4,082 45,613
Taxes and licenses - 1,380
Bank fees and service charges 42 1,594
Meals and entertainment - 300
Travel - 15,591
Office expense - 5,963
Interest expense 1,232 3,841
------------- ----------------
TOTAL OPERATING EXPENSES 5,356 74,282
------------- ----------------
NET LOSS $ (5,356) $ (74,282)
------------- ----------------
BASIC LOSS PER COMMON SHARE $ (.00)
-------------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 1,157,996
-------------
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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)
Activity July 1, 1992
through June 30, 1998 - - - (68,926) (68,926)
------------ ------------ ------------ ------------ ------------
Balance at July 1, 1998 11,580 122,752 (151,332) (68,926) (85,926)
Net loss - - - (5,356) (5,356)
------------ ------------ ------------ ------------ ------------
Balance at September 30, 1998 $ 11,580 $ 122,752 $ (151,332) $ (74,282) $ (91,282)
------------ ------------ ------------ ------------ ------------
</TABLE>
<PAGE>
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IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
From inception of
the development
Quarter ended stage, July 1, 1992
September 30, through
1998 September 30, 1998
------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (5,356) $ (74,282)
Adjustment to reconcile net loss to
net cash used in operating
activities
Increase (decrease)in accrued expenses (7,623) 8,040
------------- ----------------
NET CASH USED IN
OPERATING ACTIVITIES (12,979) (66,242)
------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES - -
------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from an officer 11,700 58,816
Proceeds from notes payable - 7,500
------------- ----------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 11,700 66,316
------------- ----------------
NET INCREASE (DECREASE)IN CASH (1,279) 74
CASH AT BEGINNING OF PERIOD 1,353 -
------------- ----------------
CASH AT END OF PERIOD $ 74 $ 74
============= ================
Supplementary disclosures:
Interest paid $ - $ 660
============= ================
<PAGE>
<PAGE> 7
IMMUNOTECHNOLOGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
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 September 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 quarter ended September 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 after 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.
2. INCOME TAXES
The Company has loss carryforwards available to offset future taxable income.
The loss carryforwards at September 30,1998 total approximately $225,000 and
expire between June 30, 2004 and June 30, 2014. 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 year ending
September 30, 1998. The advances are bearing interest at a rate of 10% and
have no maturity date. At September 30, 1998, the balance of advances from an
officer amounted to $58,816.
4. NOTE PAYABLE
At September 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 1999 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 September 30, 1997 and 1996 is considered to be 1,157,996 at
September 30, 1998.<PAGE>
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
- -------
ImmunoTechnogy Corporation, a Delaware corporation (the "Company") was
incorporated on November 30, 1989, in the state of Delaware. The Company'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 Company's only business has been the
operation of ITL, whose operations were discontinued in 1992.
Since discontinuing the operations of ITL, the Company has been
seeking potential business acquisition or opportunities to enter in an effort
to commence business operations. The Company 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 Company 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 Company has only limited resources,
it may be difficult to find good opportunities. There can be no assurance
that the Company will be able to identify and acquire any business
opportunity which will ultimately prove to be beneficial to the Company and
its shareholders. The Company will select any potential business
opportunity based on management's business judgment.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company 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 Company's shareholders. The risks faced
by the Company are further increased as a result of its lack of resources
and its inability to provide a prospective business opportunity with
significant capital.
In November 1997, the directors determined that the Company should
become active in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
Company then began to consider and investigate potential business
opportunities. Because of the Company's current status having no assets
and no recent operating history, in the event the Company does successfully
acquire or merge with an operating business opportunity, it is likely that the
<PAGE> 9
Company's present shareholders will experience substantial dilution and
there will be a probable change in control of the Company.
In July, 1998, the Company voluntarily filed a 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 Company. In addition, management believes that
this might make the Company more attractive to an operating business
opportunity as a potential business combination candidate.
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation
of any such business combination. Thus, in the event that the Company
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.
The Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its
stockholders with a viable business opportunity. The board of directors will
make the final approval in determining whether to complete any acquisition,
and unless required by applicable law, the articles of incorporation, bylaws
or by contract, stockholders' approval may not be sought.
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
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
- -------------------------------
At September 30, 1998, the Company had assets of $74 and liabilities
of $30,040. The Company had a working capital deficit at September 30, 1998
of $(29,966). The Company has only incidental ongoing expenses primarily
associated with maintaining its corporate status and professional fees
associated with accounting and legal costs.
Although the Company has had only limited expenses, it may have to incur
substantial legal and accounting cost to bring it current on its financial and
<PAGE> 10
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. An officer of the Company
advanced money to the Company during the year ending September 30, 1998. The
advances are bearing interest at a rate of 10% and have no maturity date. The
amount of the advance for expenses in the quarter ending September 30, 1998
was $11,700. At September 30, 1998, the total balance of advances from an
officer amounted to $58,816.
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.
Management of the Company will be investigating various business opportunities
with which to acquire or merge. These efforts may cost the Company not only
out of pocket expenses for its management but also expenses associated with
legal and accounting costs. Because the Company lacks funds, it may be
necessary for the officers and directors to either advance funds or accrue
expenses until such time as a successful business consolidation can be made.
There can be no guarantee that the Company will receive any benefits from the
efforts of management to locate business opportunities.
If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition. Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders as it has only limited capital and no operations.
The Company has had no employees since its inception and does not intend
to employ anyone in the future, unless its present business operations were to
change. The president 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
- ---------------------
The Company's has no operations except preliminary investigation of one
or more potential business opportunities, none of which have come to fruition.
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.
<PAGE> 11
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.
IMMUNOTECHNOLGY CORPORATION
[Registrant]
Dated: January 13, 1999 By/S/John A. Wise, President and
Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1998
<CASH> 74
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 74
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 74
<CURRENT-LIABILITIES> 30,040
<BONDS> 0
0
0
<COMMON> 134,332
<OTHER-SE> (225,614)
<TOTAL-LIABILITY-AND-EQUITY> 74
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,124
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,232
<INCOME-PRETAX> (5,356)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,356)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
