<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, 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
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(Address of principal executive offices and Zip Code)
(801) 399-3632
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(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 September 30, 1999
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<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)
September 30, June 30,
1999 1999
----------- -----------
CURRENT ASSETS
Cash $ 1,034 $ 991
Advance to officer - 3,696
----------- -----------
TOTAL ASSETS $ 1,034 $ 4,687
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued expenses $ 24,531 $ 24,506
----------- -----------
TOTAL CURRENT LIABILITIES 24,531 24,506
----------- -----------
LONG TERM DEBT
Advance from an officer 3,287 -
----------- -----------
TOTAL LONG TERM DEBT 3,287 -
----------- -----------
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 11,617
Paid in capital 239,163 239,163
Accumulated deficit prior to the development stage (151,332) (151,332)
Accumulated deficit during the development stage (126,232) (119,267)
----------- -----------
TOTAL STOCKHOLDERS' DEFICIT (26,784) (19,819)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 1,034 $ 4,687
=========== ===========
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 Ended Stage, July 1, 1992
September 30, through
1999 1998 Sept. 30, 1999
------------ ------------ ---------------
REVENUE $ - $ - $ -
COST OF REVENUE - - -
------------ ------------ ---------------
GROSS PROFIT - - -
OPERATING EXPENSES
Professional fees 4,740 4,082 79,073
Taxes and licenses - 42 1,482
Bank fees and service charges 62 - 1,781
Meals and entertainment - - 300
Travel 2,000 - 28,418
Office expense 155 - 7,606
Interest expense 8 1,232 7,572
------------ ------------ ---------------
TOTAL OPERATING EXPENSES $ 6,965 $ 5,356 $ 126,232
------------ ------------ ---------------
NET LOSS $ (6,965) $ (5,356) $ (126,232)
============ ============ ===============
BASIC LOSS PER COMMON
SHARE $ (0.00) $ (0.00)
------------ ------------
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 4,884,327 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 - - - (5,356) (5,356)
------------ ------------ ------------ ------------ ------------
Balance at September 30, 1998 11,580 122,752 (151,332) (74,282) (91,282)
Issuance of common stock upon
conversion of debt, note 5 37 116,411 - - 116,448
Net loss - - - (44,985) (44,985)
------------ ------------ ------------ ------------ ------------
Balance at June 30, 1999 11,617 239,163 (151,332) (119,267) (19,819)
Net loss - - - (6,965) (6,965)
------------ ------------ ------------ ------------ ------------
Balance at September 30, 1999 $ 11,617 $ 239,163 $ (151,332) $ (126,232) $ (26,784)
============ ============ ============ ============ ============
</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 Quarter July 1, 1992
ended ended through
Sept. 30, Sept. 30, Sept. 30,
1999 1998 1999
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,965) $ (5,356) $ (126,232)
Adjustment to reconcile net loss to
net cash used in operating
activities
Increase (decrease) in accrued
expenses 25 (7,623) 14,238
----------- ----------- -----------
NET CASH USED IN
OPERATING ACTIVITIES (6,940) (12,979) (111,994)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Advance to an officer - - (10,000)
Repayment of advance to an officer 3,696 - 10,000
----------- ----------- -----------
NET CASH PROVIDED BY
INVESTING ACTIVITIES 3,696 - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from an officer 3,287 11,700 105,528
Proceeds from notes payable - - 7,500
----------- ----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 3,287 11,700 113,028
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 43 (1,279) 1,034
CASH AT BEGINNING OF PERIOD 991 1,353 -
----------- ----------- -----------
CASH AT END OF PERIOD $ 1,034 $ 74 $ 1,034
=========== =========== ===========
Supplementary disclosures:
Interest paid $ 8 $ - $ 1,668
=========== =========== ===========
<PAGE>
<PAGE> 7
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 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 September 30, 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 September 30,
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 September 30, 1999 total approximately $277,602 and
expire between June 30, 2004 and June 30, 2015. Loss carryforwards are limited
in accordance with change in ownership rules of the Internal Revenue Code.
<PAGE> 8
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
SEPTEMBER 30, 1999
3. RELATED PARTY TRANSACTIONS
An officer of the Company advanced money to the Company. At March 31, 1999,
the advances and related accrued interest were converted into shares of common
stock (see Note 5). During the quarter ended September 30, 1999, the officer
repaid $3,696 that the Company had lent to him, and advanced an additional
$3,287 to the Company. All advances bear interest at a rate of 10% and are due
on demand.
4. NOTES 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%. 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.
6. COMMITMENTS AND CONTINGENCIES
The Company accrued $17,000 for legal services performed prior to the
development stage. Should the balance accrue interest, the liability could
increase by approximately $15,000.
<PAGE>
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-looking Statements
- ---------------------------------------------------------
This report may contain "forward-looking" statements. The Company is
including this cautionary statement for the express purpose of availing itself
of the protections of the safe harbor provided by the Private Securities
Litigation Reform Act of 1995 with respect to all such forward-looking
statements. Examples of forward-looking statements include, but are not
limited to: (a) projections of revenues, capital expenditures, growth,
prospects, dividends, capital structure and other financial matters; (b)
statements of plans and objectives of the Company or its management or Board
of Directors; (c) statements of future economic performance; (d) statements of
assumptions underlying other statements and statements about the Company and
its business relating to the future; and (e) any statements using the words
"anticipate," "expect," "may," "project," "intend" or similar expressions.
Year 2000 Disclosure
- --------------------
The Company is working to resolve the potential impact of the year 2000
on the ability of the Company's computerized information systems to accurately
process information that may be date-sensitive. Any of the Company's programs
that recognize a date using "00" as the year 1900 rather than the year 2000
could result in errors or system failures. The Company utilizes a minimum
number of computer programs in its operations. The Company has not completed
its assessment, but currently believes that costs of addressing this issue
will not have a material adverse impact on the Company's financial position.
However, if the Company and third parties upon which it relies are unable to
address this issue in a timely manner, it could result in a material financial
risk to the Company. In order to assure that this does not occur, the Company
plans to devote all resources required to resolve any significant year 2000
issues in a timely manner.
Results of Operations
- ---------------------
The Company is considered a development stage company with no assets
or capital and with no operations or income since approximately 1992. The
Company's costs and expenses associated with the preparation and filing of
this filing and other operations of the Company have been paid for by
shareholders of the Company, specifically Mark A. Scharmann (see Item 11,
Security Ownership of Certain Beneficial Owners and Management). It is
anticipated that the Company will require only nominal capital to maintain
the corporate viability and necessary funds will most likely be provided by
the Company's existing shareholders or its officers and directors in the
immediate future until the completion of the proposed acquisition of Vitrex.
However, unless the Company is able to complete the acquisition of Vitrex or
obtain 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 Company until such time as the
Company successfully completes an acquisition or merger. At that time,
management will evaluate the possible effects of inflation on the Company as
it relates to its business and operations following a successful acquisition
or merger.
<PAGE> 10
Plan of Operation
- -----------------
Because the Company lacks funds, it may be necessary for the officers and
directors to either advance funds to the Company 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 Company'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 Company engages outside advisors or
consultants, it may be necessary for the Company to attempt to raise
additional funds. As of the date hereof, the Company has not made any
arrangements or definitive agreements to use outside advisors or consultants
or to raise any capital.
In the event the Company does need to raise capital most likely the
only method available to the Company 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 Company 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 Company.
The Company 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.
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.
<PAGE>
<PAGE> 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
---------
Other than the attached financial data schedule, no additional 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: November 18, 1999 By/S/ David K. Knudson [Principal
Accounting Officer]
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-30-1999
<CASH> 1,034
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,034
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,034
<CURRENT-LIABILITIES> 24,531
<BONDS> 0
0
0
<COMMON> 250,780
<OTHER-SE> (277,764)
<TOTAL-LIABILITY-AND-EQUITY> 1,034
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 6,957
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> (6,965)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,965)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
