<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2000
-------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to __________
Commission File Number 0-24641
-------
IMMUNOTECHNOLOGY CORPORATION
----------------------------
(Exact name of registrant as specified in 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) (Zip Code)
Issuer's telephone number, including area code (801) 399-3632
---------------
Securities registered pursuant to section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
------------------ -----------------------------------------
Securities registered pursuant to section 12(g) of the Act:
Common Stock, par value $0.00001
--------------------------------
(Title of class)
Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. (1) Yes [X]
No [ ] (2) Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $-0-
<PAGE> 2
State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days:
Based on the average bid and asked prices of the common stock at
September 26, 2000 of $.34375 share, the market value of shares held by
nonaffiliates would be $361,068.
As of June 30, 2000, the Registrant had 6,000,000 shares of common stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933: NONE
<PAGE>
<PAGE> 3
PART I.
ITEM 1. DESCRIPTION OF BUSINESS
Business in General
-------------------
(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
Aborted Vitrex Acquisition
--------------------------
In August 1999, the Company entered into a letter of intent with Vitrex
Corporation ("Vitrex"), Ogden, Utah (the "Letter of Intent") relating to the
acquisition of Vitrex by the Company through a share exchange. In addition,
the name of the Company would be changed to "Vitrex Corporation". Vitrex was a
information technology (IT) outsourcing company, providing full IT outsourcing
services, internet services, consulting services, network services, training
services, and software development services to businesses with complex IT
operations. After completing its due diligence of Vitrex, the Company's board
of directors decided not to proceed with the proposed acquisition.
Aborted BHA Acquisition
-----------------------
On May 19, 2000, the Registrant executed a letter of intent to acquire 100% of
the outstanding common stock of Beverly Hills Auctioneers, Inc., Beverly
Hills, California, for newly-issued shares of capital stock of the Registrant.
The acquisition was subject to the negotiation and completion of a definitive
agreement setting forth the terms of the acquisition. On September 13, 2000,
the Registrant announced that negotiations on the definitive agreement and
broken down and no agreement had been reached between the parties.
Competition
-----------
Until such time as the Company completes an acquisition, the Company will be
unable to evaluate the type and extent of its likely competition. The Company
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 Company is
in direct competition with these other public companies in its search for
business opportunities.
Employees
---------
As of the date hereof, the Company does not have any employees and has no
plans for retaining employees until such time as the Company's business
warrants the expense, or until the Company successfully acquires or merges
with an operating business. The Company may find it necessary to periodically
hire part-time clerical help on an as-needed basis.
Facilities
----------
The Company is currently using as its principal place of business the personal
residence of its Vice President and Director located in Ogden, Utah. Although
the Company has no written agreement and pays no rent for the use of this
facility.
ITEM 2. DESCRIPTION OF PROPERTIES
See "Facilities" under Item 1. above.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company during the
fourth quarter of the fiscal year ended June 30, 2000.
<PAGE> 5
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The table on the following page sets forth, for the respective periods
indicated, the prices for the Company's common stock in the over-the-counter
market as reported by the NASD's OTC Bulletin Board. The bid prices
represent inter-dealer quotations, without adjustments for retail mark-ups,
mark-downs or commissions and may not necessarily represent actual
transactions.
High Bid Low Bid
-------- -------
Fiscal Year Ended June 30, 2000
-------------------------------
First Quarter $ 0.25 $ 0.25
Second Quarter $ 0.25 $ 0.25
Third Quarter $ 0.375 $ 0.25
Fourth Quarters $ 0.5625 $ 0.375
Fiscal Year Ended June 30, 1999
-------------------------------
First Quarter $ 0.50 $ 0.25
Second Quarter $ 0.50 $ 0.25
Third Quarter $ 0.50 $ 0.0325
Fourth Quarters $ 0.50 $ 0.0325
Fiscal Year Ended June 30, 1998
-------------------------------
First, Second, Third and Fourth Quarter N/A N/A
At September 26, 2000, the Company's Common Stock was quoted on the OTC
Bulletin Board at a bid and asked price of $0.3125 and $0.375, respectively.
Since its inception, the Company has not paid any dividends on its Common
Stock, and the Company does not anticipate that it will pay dividends in the
foreseeable future. At June 30, 2000, the Company had approximately 48
shareholders of record based on information provided by the Company's transfer
agent.
<PAGE>
<PAGE> 6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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.
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 and David Knudson
(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 a proposed acquisition.
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.
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. 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.
<PAGE> 7
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.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth immediately following
the signature page to this form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has had no disagreements with its certified public accountants
with respect to accounting practices or procedures or financial disclosure.
See ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth as of June 30, 2000, the name, age, and
position of each executive officer and director and the term of office of each
director of the Company.
Name Age Position Director or Officer Since
---- --- -------- -------------------------
John A. Wise 60 President and Director October 1989
Mark A. Scharmann 41 Vice President and Director February 1997
David Knudson 40 Secretary/Treasurer and
Director February 1997
Gerald M. Haase 53 Director November 1989
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.
Biographical Information
Set forth below is certain biographical information with respect to each of
the Registrant's officers and directors.
John A. Wise 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 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.
<PAGE> 8
David Knudson 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 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.
The term of office of each director is one year and until his successor is
elected and qualified at the Company's annual meeting, subject to removal by
the Shareholders. The term of office for each Officer is 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. The Company will
reimburse Directors for their expenses associated with attending Directors'
meetings. However, Directors have not, nor is it anticipated they will,
receive any additional compensation for attending Directors' meetings.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------
The Company believes that under the SEC's rules for reporting of securities
transactions by directors and executive officers, all required reports have
been timely filed.
ITEM 10. EXECUTIVE COMPENSATION
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's chief executive officer and each of its other
executive officers that received compensation in excess of $100,000 during
such period (as determined at June 30, 2000, the end of the Company's last
completed fiscal year):
<TABLE>
<CAPTION> Summary Compensation Table
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation
------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John A. Wise, Pres. 2000 $ -0- -0- -0- -0- -0- -0- -0-
and Chairman 1999 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
Employment Agreements and Benefits: None.
Compensation of Directors: None.
Termination of Employment and Change of Control Arrangement: None.
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
<PAGE> 9
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 26, 2000, the name and the
number of shares of the Company's Common Stock, par value $0.00001 per share,
held of record or beneficially by each person who held of record, or was known
by the Company to own beneficially, more than 5% of the 6,000,000 issued and
outstanding shares of the Company's Common Stock, and the name and
shareholdings of each director and of 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. Scharmann 3,478,045 Direct 57.97
1661 Lakeview Circle 86,850 Indirect (1) 1.44
Ogden, UT 84403
Common David Knudson 1,117,673 Direct 18.62
1661 Lakeview Circle
Ogden, Utah 84403
Officers and Directors
--------------------------------
Common John A. Wise, President
and Director 141,138 Direct 2.35
Common Mark A. Scharmann, Vice
President and Director -------See Above-------
Common David Knudson, Secretary/
Treasurer and Director -------See Above-------
Common Gerald M Haase, Director 77,539 Direct 1.29
All Officers, Directors, and
Nominees as a Group (4 Persons) 4,814,395 Direct 80.24
86,850 Indirect 1.44
--------- -----
4,901,245 Total Beneficial 81.68
========= =====
--------------------------------
(1) Shares beneficially held of record by Troika Capital Investment, of which
Mr. Scharmann is the principal owner and shareholder.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mark A. Scharmann, an officer and director of the Company advanced money to
the Company during the year ended June 30, 1999. The advances bear interest at
a rate of 10% per annum and have no maturity date. At March 31, 1999, the
Company converted its advances from the officer and a note payable to a
minority shareholders and related accrued interest of $116,448 into 3,726,331
shares of common stock or $0.03125 per share.
On April 2, 1999, the Company loaned Mr. Scharmann $10,000. The advance is
evidenced by a demand note and bears interest at the rate of 10% per annum.
At June 30, 1999, the advance to the officer had been reduced to $3,696, which
balance was paid in August 1999.
<PAGE> 10
On June 21, 2000, the Registrant's board of directors approved the issuance of
1,115,673 shares of the Registrant's common stock to David Knudson, the
Secretary/Treasurer of the Registrant, in exchange for the conversion of
$34,864.78 in principle and accrued interest pursuant to the terms of a
Promissory Note between the Registrant and Mr. Knudson. Prior to the
conversion of the Promissory Note, the Company had 4,884,327 shares of its
common stock issued and outstanding. After giving effect to the issuance of
the conversion shares to Mr. Knudson, the Registrant had 6,000,000 shares of
common stock issued and outstanding. The shares issued to Mr. Knudson
constitute restricted securities issued pursuant to section 4(2) of the
Securities Act of 1933, as amended.
David Knudson, and officer and director of the Company, through his consulting
firm Twelve O Eight, has provided bookkeeping and other services to the
Company, for which it has been paid fees totaling $16,027 and $14,022 during
the years ended June 30, 2000 and 1999, respectively.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a)(1)FINANCIAL STATEMENTS. The following financial statements are included
in this report:
Title of Document Page
----------------- ----
Independent Auditors' Report of Rose, Snyder & Jacobs 12
Balance Sheet as of June 30, 2000 13
Statements of Operations for the years ended June 30, 2000
and 1999 and from inception of the development stage, July 1, 1992
through June 30, 2000 14
Statements of Stockholders' Equity for the years ended June 30, 2000
and 1999 15
Statements of Cash Flows for the years ended June 30, 2000
and 1999 and from inception of the development stage, July 1, 1992
through June 30, 2000 16
Notes to Financial Statements 17
(a)(2)FINANCIAL STATEMENT SCHEDULES. The following financial statement
schedules are included as part of this report:
None.
(a)(3)EXHIBITS. The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
------- --------- ----------------- ------------
27 27 Financial Data Schedule This Filing
(b) Reports on Form 8-K.
Current Report on Form 8-K, dated June 21, 2000, Item 5. Other Events.
<PAGE>
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:
IMMUNOTECHNOLOGY CORPORATION
Date: September 28, 2000 By /S/ John A. Wise,
President and Chairman
Date: September 28, 2000 By /S/ Mark A. Scharmann,
Vice-President and Director
Date: September 28, 2000 By /S/ David Knudson
Secretary/Treasurer and Director
Date: September 28, 2000 By /S/Gerald M. Haase
Director
<PAGE>
<PAGE> 12
INDEPENDENT AUDITORS' REPORT
To the Stockholders of
ImmunoTechnology Corporation
We have audited the accompanying balance sheet of ImmunoTechnology
Corporation (a Delaware Corporation in the Development Stage), as of June 30,
2000, and the related statements of operations, stockholders' deficit, and
cash flows for the years ended June 30, 2000 and 1999 and the period from
inception of the development stage (July 1, 1992) through June 30, 2000. 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, 2000, and the results
of its operations and its cash flows for the years ended June 30, 2000 and
1999 and the period from the inception of the development stage (July 1, 1992)
through June 30, 2000, 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 net
capital deficiency that 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 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Rose, Snyder & Jacobs
A Corporation of Certified Public Accountants
Encino, California
September 21, 2000
<PAGE>
<PAGE> 13
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JUNE 30, 2000
ASSETS
CURRENT ASSETS
Cash $ 74
-----------
TOTAL ASSETS $ 74
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued expenses $ 21,533
Loan from officer, note 3 9,004
-----------
TOTAL CURRENT LIABILITIES 30,537
-----------
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 - 6,000,000 11,628
Paid in capital 274,016
Accumulated deficit prior to the development stage (151,332)
Accumulated deficit during the development stage (164,775)
-----------
TOTAL STOCKHOLDERS' DEFICIT (30,463)
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 74
===========
See independent auditors' report and notes to financial statements
<PAGE>
<PAGE> 14
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
From inception of
the development
stage, July 1, 1992
through
2000 1999 June 30, 2000
------------ ------------ ---------------
REVENUE $ - $ - $ -
COST OF REVENUE - - -
------------ ------------ ---------------
GROSS PROFIT - - -
OPERATING EXPENSES
Professional fees 23,124 32,802 97,457
Taxes and licenses 105 144 1,587
Bank fees and service charges 375 125 2,094
Meals and entertainment - - 300
Travel 20,199 10,827 46,617
Office expense 319 1,488 7,770
Interest expense, net 1,386 4,955 8,950
------------ ------------ ---------------
TOTAL OPERATING EXPENSES $ 45,508 $ 50,341 $ 164,775
------------ ------------ ---------------
NET LOSS $ (45,508) $ (50,341) $ (164,775)
============ ============ ===============
BASIC LOSS PER COMMON SHARE$ (.01) $ (.02)
============ ============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 4,914,893 2,087,026
============ ============
See independent auditors' report and notes to financial statements.
<PAGE>
<PAGE> 15
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
<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 June 30, 1998 11,580 122,752 (151,332) (68,926) (85,926)
Issuance of common stock upon
conversion of debt, note 4 37 116,411 - - 116,448
Net loss - - - (50,341) (50,341)
------------ ------------ ------------ ------------ ------------
Balance at June 30, 1999 $ 11,617 $ 239,163 $ (151,332) $ (119,267) $ (19,819)
Issuance of common stock upon
conversion of debt, note 4 11 34,853 - - 34,864
Net loss - - - (45,508) (45,508)
------------ ------------ ------------ ------------ ------------
Balance at June 30, 2000 $ 11,628 $ 274,016 $ (151,332) $ (164,775) $ (30,463)
============ ============ ============ ============ ============
</TABLE>
See independent auditors' report and notes to financial statements.
<PAGE>
<PAGE> 16
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
From Inception
of the
Development
Stage, July 1
1992 through
2000 1999 June 30, 2000
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (45,508) $ (50,341) (164,775)
Adjustment to reconcile net loss to
net cash used in operating
activities
Increase (decrease) in accrued
expenses (1,692) (1,450) 12,521
----------- ----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (47,200) (51,791) (152,254)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Advance to an officer - (10,000) (10,000)
Repayment of advance to an officer 3,696 6,304 10,000
----------- ----------- -----------
NET CASH PROVIDED BY
(USED IN) INVESTING ACTIVITIES 3,696 (3,696) -
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from officer 42,587 55,125 144,828
Proceeds from notes payable - - 7,500
----------- ----------- -----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 42,587 55,125 152,328
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH (917) (362) 74
CASH AT BEGINNING OF YEAR 991 1,353 -
----------- ----------- -----------
CASH AT END OF YEAR $ 74 $ 991 $ 74
=========== =========== ===========
Supplementary disclosures:
Interest paid in cash $ 76 $ 1,000 $ 1,736
=========== =========== ===========
See independent auditors' report and notes to financial statements.
<PAGE>
<PAGE> 17
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
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, 2000, 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, 2000, the Company
funded its disbursements by loans from an officer.
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 amount of the Company's advances approximate fair value.
2. INCOME TAXES
The Company has loss carryforwards available to offset future taxable income.
The loss carryforwards at June 30, 2000 total approximately $315,000 and
expire between June 30, 2004 and June 30, 2015. 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, 1999. The advances are bearing interest at a rate of 10%. At March
31, 1999, the advances and related accrued interest were converted into shares
of common stock (see Note 4).
See Independent Auditors' Report
<PAGE> 18
IMMUNOTECHNOLOGY CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
3. RELATED PARTY TRANSACTIONS (Continued)
On April 2, 1999, the Company loaned an officer of the Company $10,000. This
advance is interest bearing at 10%. The officer repaid the advance by August
1999. During the year ended June 30, 2000, another officer of the Company
advanced $42,587 to the Company. All advances bear interest at a rate of 10%.
At June 21, 2000, $34,865 of these advances were converted into shares of
common stock (see Note 4). The balance of this advance at June 30, 2000 is
$9,004.
An officer of the Company is a principal in a consulting firm to which the
Company paid professional fees totaling $16,027 and $14,022 during the years
ended June 30, 2000 and 1999, respectively.
4. COMMON STOCK
On March 31, 1999, the Company converted its advances from the officer, notes
payable to minority shareholders and related accrued interest totaling
$116,448 into 3,726,331 shares of common stock at $0.03125 per share.
On June 21, 2000, the Company converted its advances from another officer and
related accrued interest totaling $34,865 into 1,115,673 shares of common
stock or $0.03125 per share.
5. COMMITMENTS AND CONTINGENCIES
The Company accrued $17,000 for legal services performed prior to the
development stage. Should this balance accrue interest, the liability could
increase by approximately $15,000.
See independent auditors' report.
