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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
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FOR THE QUARTER ENDED November 30, 2002
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ALLERGY IMMUNO TECHNOLOGIES, INC.
(Small Business Issuer in its Charter)
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State or other jurisdiction of incorporation or organization: DELAWARE
I.R.S. Employer Identification No.: 95-3937129
20462 Chartwell Center Drive, Cornelius, NC 28031
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (704) 896-0202
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Securities registered under Section 12(b) of the Exchange Act:
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(Title of each class) (Name of each exchange on which
registered)
NONE N/A
Securities registered under Section 12(g) of the Exchange Act:
(Title of each class)
COMMON STOCK, PAR VALUE $.001
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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.
YES( ) NO(X)
Number of shares of the issuer's common stock, par value $.001, outstanding
as of November 30, 2002: 17,978,948 shares.
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Item 1. FINANCIAL STATEMENTS
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Allergy Immuno Technologies, Inc.
Financial Statements (Unaudited)
Six and Three Month Periods Ended November 30, 2002, and 2001
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- -
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Allergy Immuno Technologies, Inc.
Balance Sheet (Unaudited)
As of the Six Month Period Ended November 30
2002
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Assets
Current Assets
Cash and Cash Equivalents $ -
Net Accounts Receivable -
Inventory -
Prepaid and Other Current Assets -
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Total Current Assets -
Long-Term Assets
Net Fixed Assets -
Net Intangible Assets -
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Long-Term Assets -
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Total Assets $ -
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Liabilities and Shareholders' Deficit
Current Liabilities
Accounts Payable $ -
Accrued Liabilities - Compensation -
Accrued Liabilities - Other 50,355
Notes Payable - Current (Note 3) 225,282
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Total Current Liabilities 275,637
Shareholders' Deficit
Common Stock (Note 4) 17,979
Additional-Paid-In-Capital 1,898,929
Retained Earnings (2,192,545)
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Total Shareholders' Deficit (275,637)
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Total Liabilities
and Shareholders' Deficit -
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The accompanying notes are an integral part of these statements.
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Allergy Immuno Technologies, Inc.
Statements of Operations (Unaudited)
For the Six Month Period Ended November 30
Six Months Ended Three Months Ended
November 30 August 31
All Discontinued Operations 2002 2001 2002 2001
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Net Sales $ - $ 28,771 $ - $ 13,257
Cost of Sales - 38,494 - 19,000
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Gross Income (Loss) - (9,723) - (5,743)
Operating Expenses
General and Administrative 50,355 34,227 41,652 16,234
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Total Operating Expenses 50,355 34,227 41,652 16,234
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Operating Loss (50,355) (43,950) (41,652) (21,977)
Net Other Income - 4 - 4
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Loss Before Income Taxes (50,355) (43,946) (41,652) (21,973)
Income Tax Expense (Note 6) - - - -
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Net Loss $ (50,355) $ (43,946) $ (41,652) $ (21,973)
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Per Share Data (basic and diluted):
Net Loss $ - $ - $ - $ -
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Weighted average number of common
shares outstanding 17,978,948 17,170,390 17,978,948 17,170,390
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The accompanying notes are an integral part of these statements.
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Allergy Immuno Technologies, Inc.
Statements of Shareholders' Deficit (Unaudited)
For the Six Month Period Ended November 30, 2002
Common Stock
----------------------------- Additional Accumu-
Number of Paid-In Lated
Shares Amount Capital Deficit Total
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May 31, 2002 17,978,948 $ 17,979 $ 1,898,929 $ (2,142,190) $ (225,282)
Net Loss (50,355) (50,355)
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November 30, 2002 17,978,948 $ 17,979 $ 1,898,929 $ (2,192,545) $ (275,637)
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The accompanying notes are an integral part of these statements.
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Allergy Immuno Technologies, Inc.
Statement of Cash Flows (Unaudited)
For the Six Month Period Ended November 30,
All Discontinued Operations 2002 2001
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Cash Flows Provided by (Used in) Operating Activities
Net Loss $ (50,355) $ (43,946)
Adjustments to reconcile net (loss) to net
provided by (used in) cash used in
operating activities
Depreciation and Amortization - 116
(Increase) Decrease in Accounts Receivable - (369)
(Increase) Decrease in Inventory - 1,099
(Increase) Decrease in Prepaid and Other
Current Assets - 1,179
Increase (Decrease) in Accounts Payable
and Accrued Liabilities 50,355 17,303
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Net Cash Flows Provided by (Used in)
Operating Activities - (24,618)
Cash Flows Provided by (Used in) Financing Activities
Advances from affiliate - 15,691
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Net Cash Flows Provided by (Used in)
Investing Activities - 15,691
Net Cash Flows - (8,927)
Cash, Beginning of Period - 9,455
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Cash, End of Period $ $ 528
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The accompanying notes are an integral part of these statements.
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Allergy Immuno Technologies, Inc.
Notes To Financial Statements
November 30, 2002
1. Summary Of Significant Accounting Policies
Reference is made to Note 1 of the Notes to Financial Statements
contained in the Company's Annual Report on form 10-KSB for the fiscal year
ended May 31, 2002, for a summary of significant accounting policies utilized
by the Company and new accounting pronouncements.
2. Disclosures
The accompanying balance sheet at November 30, 2002, and the statements
of operations, cash flows and shareholders' deficit for the three month and
six month periods ended November 30, 2002 and 2001 are unaudited and have
been prepared by the Company 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
pursuant to such rules and regulations, although the Company believes that
the disclosures included herein are adequate to make the information
presented not misleading.
3. Limitation on Results of Operations
Results of operations for the interim periods covered by this Report may
not necessarily be indicative of results of operations for the full fiscal
year.
4. Notes Payable
Allergy Immuno Technologies, Inc. has an outstanding demand promissory
note for services rendered and expenses advanced by the former parent
company, Biomerica. The note is for $225,282 and accrues interest at 7%
compounded annually until payment on the note is made. As no term is
specified a schedule of payments is not available. The note was sold on May
30, 2002 to LDM, Holdings Inc.
5. Net Loss Per Share
The FASB has issued Statement of Financial Accounting Standards No. 128
(SFAS 128), "Earnings Per Share." SFAS 128 is primarily a disclosure
standard which requires public companies to present basic earnings per share
(EPS) and, if applicable, diluted earnings per share, instead of primary and
fully diluted earnings per share. Basic EPS is computed by dividing net
income for the year by the weighted average number of shares of common stock
outstanding during the year. Diluted EPS is computed by dividing net (loss)
income for the year by weighted average number of shares of common stock and
common stock equivalents outstanding during the year.
The following table illustrates the required disclosure of the
reconciliation of the numerators and denominators of the basic and diluted
EPS computations.
For the Six Month Period Ended Income Shares Per Share
November 31, 2002 (Numerator) (Denominator) Amount
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- -
Basic EPS
Loss available to common
shareholders $ (50,355) 17,978,948 $ -
Effect of Dilutive Securities
Options $ - - $ -
Diluted EPS
Loss available to common
shareholders plus
assumed conversions $ (50,355) 17,978,948 $ -
For the Six Month Period Ended Income Shares Per Share
November 31, 2001 (Numerator) (Denominator) Amount
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- -
Basic EPS
Loss available to common
shareholders $ (43,946) 17,170,390 $ -
Effect of Dilutive Securities
Options $ - - $ -
Diluted EPS
Loss available to common
shareholders plus
assumed conversions $ (43,946) 17,170,390 $ -
6. Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. During the fiscal year ended May
31, 2002, the Company discontinued all operations and these conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING, BUT NOT LIMITED TO, COMPETITION AND OVERALL MACRO-
ECONOMIC CONDITIONS.
GENERAL
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The Company formerly generated revenue by providing clinical testing
services to doctors, laboratories and pharmaceutical firms in specialized
areas of allergy and immunology determinations. However, in March of 2002,
Allergy's board resolved to terminate Allergy's operations.
PLAN OF OPERATION
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Allergy has had no business operation since March of 2002. Allergy's
present operational plan is to find a suitable operating company with which
Allergy can merge, or to purchase the assets of a business with operations.
Our President, Dean Martin, devotes an average of 15 hours per week to this
effort, and is presently our sole employee, except for outside accountants
and an outside attorney. Mr. Martin is not paid a salary for his efforts. We
do not plan any product or service research and development in the pursuit of
our plan. Similarly, we do not expect to purchase any plant or significant
equipment. We do not expect any significant changes in the number of our
employees.
Our only expenses of operation are general and administrative expenses,
which are almost solely comprised of auditor fees and lawyer fees. We expect
that we will expend $70,000 in fiscal 2003 on general and administrative
expenses. Our cash requirements are presently satisfied by loans from our
principal shareholder. Our principal shareholder intends to satisfy our cash
requirements in this manner until August 30, at which time we may need to
raise additional funds to pursue our plan of seeking a merger partner.
RESULTS OF OPERATIONS (OPERATIONS ARE DISCONTINUED)
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SIX MONTHS ENDED NOVEMBER 30, 2002, COMPARED TO SIX MONTHS ENDED NOVEMBER 30,
2001
Revenues for the six months ended November 30, 2002 were $0 as compared
to
$28,771 in the prior six month period. The Company's decision to phase out
its
operations contributed solely to this 100% decrease in revenue over the prior
period. Cost of sales was reduced from $38,494 to $0 as compared to the
previous period. Again, our discontinuation of operations contributed solely
to the
elimination of cost of sales.
General and administrative expenses increased from $34,227 for the six
months ended November 30, 2001 to $50,355 for the comparable period in 2002,
a 47% increase. Substantially all of the 47 percent increase can be
attributed to our change of auditors in August of 2002. The change in
auditors caused us to incur duplicate charges. The company had no research
and development expenses in either period.
LIQUIDITY AND CAPITAL RESOURCES
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As of November 30, 2002, the Company had cash of $0 compared to $528 for
the previous six month period.
The Company's March 2002 decision to cease Company operations has and
will significantly impact the Company's liquidity in the following ways:
*The Company has reduced its administrative and operating expenses.
*The Company has eliminated expenses related to its cost of sales.
*The Company will continue to have reduced administrative and operating
expenses.
*The Company no longer has a source of revenue, and its sales will be $0
until it develops operations or finds a suitable operating company with which
it can merge.
*The Company is presently operating at a loss, and will continue to operate
at a loss until it develops operations or finds a suitable operating company
with which it can merge.
Management believes that losses will continue during fiscal 2003. As
discussed above under the heading "Plan of Operation," our cash requirements
are presently satisfied by loans from our principal shareholder. Our
principal shareholder intends to satisfy our cash requirements in this manner
until August 30, at which time we may need to raise additional funds to
pursue our plan of seeking a merger partner.
Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. We have no operations, and thus no
source of revenue. We continue to incur operating expenses. We had
substantial working capital and shareholders' deficits at May 31, 2002. These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
There can be no assurances that the Company will be able to successfully
implement its plans, including generating profitable operations, generating
positive cash flows from operations and obtaining additional debt and equity
capital to meet present and future working capital demands.
RESEARCH AND DEVELOPMENT
During fiscal 2002 the Company did not spend any funds on research and
development. The Company does not expect to engage in further research and
development with respect to its former operations.
MANUFACTURING
Allergy does not currently perform any manufacturing.
SEASONALITY OF BUSINESS
The business of the Company has not been subject to significant seasonal
fluctuations.
Item 3. LEGAL PROCEEDINGS
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We are not a party to any legal proceedings.
Item 4. CHANGES IN SECURITIES AND USE OF PROCEEDS
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The rights of security holders have not been materially modified during
the reporting period.
Item 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters have been submitted to security holders during the reporting
period.
Item 6. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
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(a) Evaluation of Disclosure Controls and Procedures. Regulations under the
Securities Exchange Act of 1934 require public companies to maintain
"disclosure controls and procedures," which are defined to mean a company's
controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that it files or submits under the
Securities Exchange Act of 1934 is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and
forms. Our chief executive and financial officer, based on his evaluation of
the effectiveness of our disclosure controls and procedures within 90 days
before the filing date of this report, concluded that our disclosure controls
and procedures were effective for this purpose.
(b) Changes in Internal Controls. There were no significant changes in our
internal controls or, to our knowledge, in other factors that could
significantly affect our internal controls subsequent to the evaluation date
referred to above.
Item 7. EXHIBITS AND REPORTS ON FORM 8-K
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We reported a change of accountants on Form 8-K on August 9, 2002. Soon
thereafter, we filed an amended 8-K regarding the change of accountants on
August 26. Our amendment clarified and expanded on the relationship between
us and our accountants, CPA Johnson, regarding advice we had sought from CPA
Johnson before we selected them as our auditors.
SIGNATURES
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In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: January 21, 2003
ALLERGY IMMUNO TECHNOLOGIES, INC.
Registrant
By /s/ Dean Martin
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Dean Martin,
President, Secretary and Principal Financial Officer
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CERTIFICATION
I, Dean Martin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Allergy Immuno
Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: January 21, 2003
By: /s/ DEAN MARTIN
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Dean Martin
President, Secretary and Principal Financial Officer