Attached files

file filename
EX-32 - Purthanol Resources Ltdv175748_ex32.htm
EX-31.2 - Purthanol Resources Ltdv175748_ex31-2.htm
EX-31.1 - Purthanol Resources Ltdv175748_ex31-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2009

Commission File Number 000-33271

GLOBAL BIOTECH CORP.

Delaware
 
98-022951
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification No.)

5800 Metropolitan Blvd E Suite 328
Montreal, Quebec H1S 1A7
ADDRESS OF principal Executive Offices)

Issuer's telephone number: (514) 333-4545

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act: Common stock, par value $0.0001 per share   Preferred stock, par value $0.0001 per share

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 x

Indicate by check mark whether the registrant is a shell company (as determined in Rule 12b-2 of the Exchange Act) Yes x

Check if there is no 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 3 of this Form 10-K or any amendment to this Form 10-K.

Issuer's revenues for its most recent fiscal year: $0
 
As of June 18, 2009, the aggregate market value of the issuer's common stock based on its reported price on the OTC Bulletin Board held by non-affiliates of the issuer was approximately $3,360,775. The shares of Global Biotech were not listed on any publicly traded exchange as of the end of its most recently completed second quarter.
 
At February 25, 2010, 67,265,500 shares of issuer's common stock were outstanding.
 
 


 
 
 
 
GLOBAL BIOTECH CORP.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
 
SECTION

PART 1
     
       
Item 1.
Business
 
3
Item 2.
Properties
 
12
Item 3.
Legal Proceedings
 
12
Item 4.
Submission of Matters to a Vote of Security Holders
 
13
       
PART 2
     
       
Item 5.
Market for Registrant's Common Equity and Related Stockholders’ Matters
 
13
Item 6.
Management's Discussion and Analysis of Financial Condition and Results of Operation
 
15
Item 7.
Financial Statements and Supplementary Data
 
20
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
20
Item 8a.
Controls and Procedures
 
21
       
PART 3
     
       
Item 9.
Directors and Executive Officers of the Registrant
 
21
Item 10.
Executive Compensation
 
25
Item 11.
Security Ownership of Certain Beneficial Owners and Management
 
25
Item 12.
Certain Relationship and Related Transactions
 
26
       
PART 4
     
       
Item 13.
Exhibits, Financial Statement Schedule and Reports on Form 8-K
 
26
Item 14.
Principal Accountant Fees and Services
 
27

 
2

 

DESCRIPTION OF BUSINESS

(a) Business Development

GLOBAL BIOTECH CORP. ("GLOBAL"), formerly (SWORD COMP-SOFT CORP.) was organized on November 2, 1998. Its goal was to bring interactive healthcare information services utilizing the Internet to the consumer, the end user, to access what they, as individuals, need.

As of March 5, 2003 this business was sold along with the assumption of a note payable in the amount of $700,000 to Millenia Hope Inc., its former parent corporation. In exchange, GLOBAL received 30.7 million shares of its outstanding common shares held by Millenia Hope Inc. Subsequently, GLOBAL acquired the exclusive 10 year North American licensing rights to a vehicle tracking system in exchange for 30.7 million of its common shares.

GLOBAL’s vehicle tracking system was supposed to seamlessly tie together wireless communications and the Internet with global positioning technology to link vehicles to a world of unlimited wireless services. As of February 24, 2005,GLOBAL’s Board of Directors concluded that its attempt to enter the vehicle tracking business was unsuccessful and entered into a provisional agreement, with Advanced Fluid Technologies Inc. a Delaware corporation, to acquire assets from the latter corporation pursuant to entering the bottled water, more specifically the oxygenated bottled water, market. This Agreement was finalized on August 15, 2007.

(b) Business of Issuer

GLOBAL’s goal is to position AquaBoost(TM), the bottled oxygenated water product it expects to acquire from Advanced Fluid Technologies, as an energizing alternative to soft drinks and as a beverage with more health benefits than ordinary water. To date, the aforementioned product has had minimal sales and the Company will endeavor, but can offer no guarantees, to raise its sales level significantly. Officers and director of the firm have committed to fund the operations of the Company until sufficient funds have been generated from ongoing business.

OXYGENATED WATER, THE PRODUCT

Oxygen enriched water is water that is treated, combined or infused with oxygen. Most oxygen enriched water companies claim that their water contains around seven times the oxygen of natural, mineral, tap or spring water. For many of the available brands the oxygen content is acknowledged to decrease over time (giving products a shorter shelf life) and also decreases when the oxygen-enriched water bottle is opened, as the oxygen slowly dissipates.

 
3

 

Oxygenated water is a convenient source of additional oxygen for the body. The benefits of additional oxygen, according to the studies run and research done, include increased cardiovascular and muscular endurance. Oxygenated water raises the body's energy levels, improves concentration, calms the nervous system, and helps to remove toxins (See Tests and Studies).

BOTTLED WATER MARKET

Worldwide sales in the fast-growing bottled water industry have risen annually, over the past decade, surpassing $40 billion US in 2004. The United States market was $7.1 billion US and the European market, where bottled water is the leading beverage, at an estimated $12 billion. Some analysts suggest that bottled water will surpass all US beverage categories, excluding soft drinks. Bottled water sales grew at a 7.9% annual rate between 2002-2007 to reach 206 billion litres.

Oxygenated bottled water is a sub-category, one of the groups of specialty beverages, of the broader bottled water market. Zenith International, a British food industry consultant, stated, in its January 2005 report, that the worldwide sales of bottled oxygenated water in 2004 reached 110 million litres, a growth of 30% from previous year and 65% during the past 2 years.

MARKET SIZE AND TRENDS

The oxygenated water market represents an important niche within the global beverage market. The product imparts beneficial aspects not available from bottled water, and is a healthy substitute for soft drinks. For the year 2004, according to the aforementioned Zenith study, Europeans purchased some 44 billion litres of bottled water and Americans more than 26 billion litres. The 2004 sales figures for oxygenated bottled water were 32 million litres for the United States and 40 million litres for Europe, respectively.
 
As per the previously mentioned Zenith report, oxygenated water sales should double between 2004 and the year 2008. This would yield an annual growth rate of 20%, far above the predicted growth rate of regular bottled water.
 
According to the Canadian Soft Drinks Association, bottled water is the largest selling beverage in Europe and ranks behind soft drinks in North America. The growth rate in the past decade for all bottled water consumption is much higher than that of soft drinks.

COMPETITION

Several Canadian companies and Bio-Hydration of San Diego, California, the volume leader in oxygenated water, have developed their own oxygenated water.O2 Canada, Oxyl'Eau, Neva Sport, Athletic Superwater, and Life 02 are being marketed as a means to improve athletic performance. Penta and Avani's oxygenated water relies on the purity of its product in its sales effort.

 
4

 

All of these brands are not on par with AquaBoost(TM) in either their oxygen-retentive abilities and/or in their levels of oxygenation.

Brand
 
Parts Per Million of
Oxygen
 
Oxygen Retentive Ability
Upon Opening of a Bottle
600ml
         
Penta Waters
 
Up to 70
 
Not listed
         
Life O2
 
Up to 120
 
Less than 36 hours
         
O2 Canada
 
Up to 40
 
Not listed
         
Athletic Super Water
 
Up to 50
 
Not listed
         
Avani Extra Oxygen
 
Up to 50
 
Maximum up to 2 hours
         
Neva Sport
 
Up to 50
 
Within 24 hours
         
OxyL'eau
 
15
 
Not listed

AQUABOOST(TM)

AquaBoost(TM) is "oxygenated" water: it has been treated to retain oxygen in concentrations far higher than those found in nature. For example, water can retain 9 parts per million (ppm) of oxygen at 20(degree) under a pressure of one atmosphere. Studies conducted by the Quebec government have confirmed that our water contained at least 20 ppm - the highest concentration detectable by the government lab's measurement instruments. Our own tests established that AquaBoost(TM) contained in excess of 80 ppm and even exceeded 100 ppm, even six months after bottling (See Tests and Studies section).

PRODUCTION PROCESS

We have added new dimensions to the laws of physics governing dissolved gases. Our method of dissolving gases in a liquid works by influencing ionic mobility, electron diffusion, via an electron cannon, and the use of triboelectricity with electrostatic charges. Due to the aforementioned processes, we can attach and stabilize oxygen molecules in water at levels previously unheard of, 100PPM and even higher.

Therefore, in contrast to a mineralized solution reducing the dissolvability of oxygen in water, as would be the case with our competitors' products, a small quantity of minerals helps us create conductivity in water. In effect, the amount of conductivity is influenced by the electrolyte strength, the nature of free ions and their concentration in water. The process modifies water's physical and chemical characteristics and allows us to bond the oxygen molecule to water.

 
5

 

Currently, we expect that our oxygenated bottled water will be produced for us by Saint Ellie’s bottling plant in Quebec,Canada, though we have the option to utilize any other facility that may prove more efficacious. Their production and bottling capacity is more than adequate to fill our estimated annual sales of oxygenated water.

DEVELOPMENT

We are researching the optimum path to bring further products to the market in the medium term, by exploring the oxygenation technology's application in beverages other than water. Oxygenated fruit-juices is one of the development items on our mid-term strategic horizon.

COMPETITIVE ADVANTAGES

 
·
Due to its production process, AquaBoost(TM)'s elevated oxygen content does not simply bubble away, when the product is opened, as happens with many of our competitors' products. Aquaboost(TM) will retain its oxygen level over a much longer period of time than its competitors.

 
·
Our level of dissolved oxygen, up to 100ppm, is far greater than the vast majority of our competitors (see previous section).

 
·
Our production process ensures that our product is clean of all contaminants and impurities.

PRICING AND MARKETING

PRICING

Due to the superior qualities of of AquaBoost(TM), we believe that retailers will obtain premium prices for it. The higher price will signal to consumers that there is something "unique" about AquaBoost(TM), which we expect will fuel greater customer demand. It will also offer the increased margins of oxygenated and specialty type waters to distributors, thus helping to boost our product's introduction into the consumer marketplace.

POTENTIAL CONSUMERS

AquaBoost(TM) offers important benefits to consumers. In raising their oxygen levels, people not only feel better and have increased energy levels, they also think more clearly and function at peak performance for longer periods of time, improving their work and leisure time productivity.

An in house survey of potential AquaBoost(TM) customers and the 2005 report of Zenith International tell us that they are health-conscious, men and women who will benefit from the additional oxygen in their bodies. They lead active lifestyles, engage in sports and other physical activities and are looking for healthy, nourishing alternatives to soft drinks and other traditional beverages.

 
6

 

A secondary group that we have identified, through the same research, are the elderly, who may encounter oxygen deprivation through illness and physical trauma. Oxygen reduces the effectiveness of pathogenic bacteria and viruses. As a simple, readily available source of oxygen. AquaBoost(TM) can offer these consumers better health.

In March 2001 Aquaboost(TM) was shown at the beverage and food show, SIAL, in Montreal, Quebec. Over 4,000 samples of Aquaboost(TM) were given out and generated significant positive interest during the commencement of the product testing phase.

MARKETING STRATEGY

The Company, both in the short and in the long term, aims to raise the awareness of our product, and the added benefits of additional oxygen in the blood stream.

Medical benefits, of elevated oxygen levels, include:

Treatment of:

- Infectious Diseases
- Chronic wounds
- Anemia/blood loss
- Post operative wound care
- Spinal cord injury
- Cerebral Damage
- Burn Victims

Improvements in:

- Cognitive performance
- Lowering blood pressure
- Depression
- Sleep Disorders
- Chronic joint and muscular pain
- Chronic Fatigue
- Respiratory and Heart problems
- Stimulation of metabolism

AquaBoost(TM) will be marketed and differentiated as having one of the highest PPM of oxygen and retaining this level over an extended period of time, thus conveying more of the potential benefits of higher bloodstream oxygen levels. With appropriate financing we will also utilize sport stars and will continue to ride the general bottled water and specialty water consumption rise, vis a vis soft drinks and other beverages.

 
7

 

PURCHASED RIGHTS

On August 15,2007 the Company finalized an agreement with Advanced Fluid Technologies to purchase their to be patented oxygenation unit and all technical know how, intellectual properties, methodologies and all information pertaining to the following: the fixation of the oxygen molecule to water or any other fluid and/or to the building and maintenance of the oxygenation unit. Furthermore; all trademarks for the name Aquaboost Oxygenated Water,  and the right to use and register said name globally, were to be transferred to Global.

Purchase price, for all the aforementioned assets, is a combination of debt this being the $216,261 due by AFT to the Company in a note payable as of August 26, 2005, and 18 million shares of the Company’s common stock, valued at $720,000. Pursuant to the above stock issuance to Advanced Fluid Technologies, on August 15,2007, the assets listed in the Agreement were transferred to the Company.

TESTS AND STUDIES

AquaBoost(TM) oxygen levels and retentive abilities

December 1999 - March 2000-Test done by the Government of Quebec, Canada's Testing facility.

58 samples of 500 ml and 1000 ml bottles refrigerated until December 23, 1999 and then left at room temperature until the end of the of experiment
Upper limit of government testing equipment 20 ppm
Samples opened December 23, 1999, January 19, February 16 and March 13, 2000.

All samples measured at or above the maximum testing level i.e. in excess of 20 ppm of dissolved oxygen.

February 2000 - July 2000-Test done In-House by Dr. Rene Morel of Hospital Maisoneuve Rosemont.
Measured, once a month, the oxygen level of a total of 200 bottles, 500 ml and 1000 ml, left at room temperature, for 6 months consecutively.
All samples measured between 80-110 ppm of dissolved oxygen, even after 6 months.

August 2000 - Test done by LAB Preclinical Research International
Variation of PO2 levels in MMHG in relation to time, animals
1 canine test subject, 11 months old, 500 ml with an oxygen content of 33 ppm
Increased PO2 level within a short time of receiving the oxygenised solution.

July 2000 - Test done by Dr. Knox van Dyke and Dr. Meir Sacks - University of West Virginia

Examined AquaBoost(TM) in an assay against the strong pro-oxidant SIN-1 which produces a key body oxidant called peroxynitrite. AquaBoost acted as an antixiodant by suppressing the light from luminol. Normally the peroxynitrite reacts with the luminol to produce light. AquaBoost interfered with the production or transmission of light, clearly indicating it is acting as an antioxidant.
 
November 2000 - Test done In-House by Dr. Rene Morel of Hospital-Maisoneuve Rosemont.

Variation of PO2 levels in MMHG in relation to time, humans
6 adults, male and female ages 38-53, who ingested 750 ml each of AquaBoost(TM) with an oxygen content of 100ppm. In all cases, their PO2 level increased significantly within a short time of ingesting Aquaboost(TM). Equally as significant, the elevated level of PO2 was detectable after a sustained period of time.

 
8

 

April 2002 - Test done by Northwest Environmental Water Lab in Oakville.  AquaBoost retaind oxygenated was 82ppm or 900% more than naturally occurring oxygen in water.

STUDIES ON THE BENEFITS OF INGESTING OXYGENATED WATER

The European Journal of Medical Research( vol.6, Nov 20,2001) has carried out a study on the effect of oxygen enriched water on behalf of Germany's Adelhoizener. The study found that, due to warming in the stomach, oxygen bound in mineral water slowly de-binds and penetrates the stomach septum. Hence, venous blood leading to the liver was additionally supplied with oxygen. This oxygen enrichment amounted to 7% to 14% and lasted for around one hour.

In August 1997 double-blind tests were conducted by the Center for Research on Woman's Health, Denton, Texas under the supervision of Dr. John Duncan. This involved 25 participants - 20 male and 5 females. They were given either clustered and oxygen enriched water or normal water and asked to run for 90 minutes with relevant recordings and measurements taken. It was found that runners drinking the clustered and oxygen enriched water decreased recorded times over the 5 kilometre distance by an average of 31 seconds, compared to regular bottled water. It was concluded that oxygen enriched beverages could increase athletic achievement.

According to a January 1999 article in the Canadian Journal of Health and Nutrition, "Oxygen Boosts Performance", the addition of extra oxygen to the human body yields many health and well-being benefits: improved cardiovascular endurance, raised energy levels, improved concentration, a calmer nervous system, and reduced toxin levels.

In a study conducted for Oxy-Water by George Washington University, entitled "Effects of Oxygenized Water on Percent Oxygen Saturation and Performance During Exercise"( presented to The American College of Sports Medicine in June 2001 by Jenkins,Moreland,Waddell and Fernhall),  the effect of oxygen enriched water on performance during exercise was investigated. The study involved ten men and ten women aged between 23 and 35 - all regular exercisers. Each person performed two maximum output tests and two endurance tests, two for both oxygenized and distilled water. All four tests were carried out on a cycling machine. Each person drank 50cl of water 15 minutes before each test and then immediately following fatigue.

Further separation of the group found that the time to fatigue during the maximum output exercise was greater with Oxy-Water compared to the distilled water. The study concluded, "Individuals who are highly trained may benefit from the use of oxygenised water to increase percentage oxygen saturation during acute bouts of intense exercise and possibly prolong time to fatigue. Even small increases in oxygen saturation may be significant in highly trained individuals and elite performers."

"Oxygen plays a pivotal role in the proper functioning of the immune system..we can look at oxygen deficiency as the single greates cause of all diseases." Stephen Levine, a respected molecular biologist and geneticist, and Dr. Paris M. Kidd, Ph.D., excerpted from Antioxidant Adaptation and Immunity, etc., published in August 1986.

Two time Nobel Prize winning researcher, Dr. Otto Warburg determined that healthy cells might become cancerous as a result of oxygen depriviation.- per an OxyPlus oxygenated water excerpt

Dr. Otto Warburg's studies prove that when your body is saturated in oxygen, your healthy cells have more energy and are stronger. Cancer cells do not feed on oxygen,they feed on fermentation. An oxygen- saturated body is a hostile environment for cancer. Oxygen increases your energy, your memory and the quality of your life(excerpted from his address on June 30,1966 in Lindau, Lake Constance, Germany).

 
9

 

As reported in the New York Times in 2001,Glenn J. Butler, whose bio-engineering career includes work with NASA and whose firm manages The Chronic Wound Treatment & Hyperbaric Center at The Mount Vernon Hospital, researched the long and short-term effects of consuming Oxygen8 (an oxygenated water produced in the US). Mr. Butler's findings: "By drinking Oxygen8, there is a significant increase in blood oxygen levels. The results suggest that the oxygen remains inthe system for longer than 10 minutes after consumption. Approximately 1 out of every 3 of Americans is in need of hydration and thus, oxygen would be beneficial for their health."

As with many scientific claims, there are detractors from the benefit of ingesting oxygen enriched water. The tests and studies we have quoted are the validation for our beliefs in the benefit of oxygenated water.

AQUISITIONS

On August 15, 2007 the Company finalized an agreement with Advanced Fluid Technologies to purchase their to be patented oxygenation unit and all technical know how, intellectual properties, methodologies and all information pertaining to the following: the fixation of the oxygen molecule to water or any other fluid and/or to the building and maintenance of the oxygenation unit. Furthermore; all trademarks for the name Aquaboost Oxygenated Water and the right to use and register said name globally, were to be transferred to Global.

Purchase price, for all the aforementioned assets, was a combination of debt this being the $216,261 due by AFT to the Company in a note payable as of August 26, 2005, and 18 million shares of the Company’s common stock valued at $0.04 per share or $720,000.  Pursuant to the above stock issuance to Advanced Fluid Technologies on August 15,2007, the assets listed in the Agreement were transferred to the Company.

Business Objectives and Milestones

The Company’s short-term and medium-term objectives are as follows:

 
·
To attach our oxygenation unit in Quebec to the bottling line of a recognized North American bottler via a joint venture or establish our own bottling plant;
 
·
To create a revenue stream through sales from strategic merchandising relationships and highly targeted markets - to this end, the Company is working on forming business relationships with pharmacy chains to place its nutraceutical beverage products in the next 6 to 12 months;
 
·
To strengthen its investor relations program, to increase shareholder value and increase public investors’ interest in the Company; and
 
·
To complete development of additional oxygenated and non-oxygenated drinks with nutraceutical values, which can be added to the Company’s product offering, distributed by others, or licensed to others.

The Company’s long-term objectives are:

 
·
To position Aquaboost™ as a top quality oxygenated water in the specialty waters market - Aquaboost™’s oxygenation level (up to 100 ppm and greater), the ability of our bottled water to retain this level of oxygenation, even over lengthy periods of time, and the purity of our product, we believe, should give Aquaboost™ the ability to become a staple in this specialty waters niche;

 
10

 

 
·
To reach our 4 years sales objective - We have set a conservative sales objective of 4-6% of the European and American markets, or US$12.5 million to US$20 million of annual revenues by 2013. The fact that Aquaboost™ was seen by hundreds of distributors at the SIAL in Montreal, Canada in 2001, gives Management confidence that Global can meet these sales objectives; and

 
·
To enter other complimentary beverage fields - The Company has held discussions with several large beverage companies about oxygenating fruit juices. Should these discussions prove successful, the Company would have another major revenue generating area.  The Company may also partner with other beverage distributors or lease its technology for royalties in those regions and for those products where it will not negatively impact potential Aquaboost™ sales. We are also conducting research and development on a potential new product that we currently refer to as “Aquaboost-VitA:  Orange Antioxidant”.

 
11

 

EMPLOYEES

There are no signed contracts with any employees. At the current time the following officers are its only employees:

Louis Greco - President-Director

Responsible for overall operational co-ordination, implantation of its new business direction and the marketing effort required to bring this to fruition.
 
At present, he devotes 1 1/2 days per week to the Company and is a resident of Montreal.

Perry Choiniere – Chief Operating Officer-Director

Responsible for day-to-day implantation of the Company's entry into the bottled water field. Currently, he devotes a full week to the Company and is a Montreal resident.

Dr. Pierre Marois, Chief Scientific Officer

Dr. Pierre Marois, a well- respected physician at St. Justine's Hospital in Montreal, Canada, specializes in rehabilitative and epidermal medicine. Dr. Marois has specific expertise in the oxygenation process, having been one of the leaders of a research team involved in oxygenation projects from 1998-2001. Resident of Montreal.

Gilles Lamarre- Vice President-Director

Responsible for assisting the President with general oversight of the Company, its operations and shareholder communications. Currently, he devotes a full week to the Company and is a Montreal resident

Eric Sonigo, Vice President – Production

Once the corporation starts selling its product in large volume, Mr. Sonigo will be responsible for the production runs and machinery maintenance, as well as scheduling of orders and will work full time for the Company. He is a Montreal resident.

Although the aforementioned four officers, to a greater or lesser extent, do not work full time for GLOBAL; each one devoted an adequate amount of time to accomplish his role in the corporate structure. Whenever it is necessary, each of these officers puts in work time over and above their regularly scheduled workday.

ITEM 2.  DESCRIPTION OF PROPERTIES

Our principal office is 1200 sq, ft., located at 5800 Metropolitan Est, suite 328 in Montreal, Quebec.

ITEM 3.  LEGAL PROCEEDINGS
 
We are not involved in any material legal proceedings.

 
12

 

ITEM 4.  ITEMS SUBMITTED TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

The Company's Common Stock is currently quoted for trading on the Over The Counter Bulletin Board Market under the symbol GBIQ. The following table sets forth the range of quarterly, high and low sale prices for the Company's Common Stock from the inception of quotation during the fourth quarter of 2009. The quotations represent inter-dealer quotations without adjustment for retail markups, markdowns or commissions, and may not necessarily represent actual transactions.

Common stock
 
High
   
Low
 
             
2009
           
             
Fourth Quarter (inception)
  $ 0.50     $ 0.15  
                 
2010
               
                 
First Quarter
  $ 0.30     $ 0.07  

Of the 67,265,500 shares of common stock outstanding, 53,167,550 shares are currently subject to the resale restrictions and limitations of Rule 144. In general, under Rule 144 as currently in effect, subject to the satisfaction of certain other conditions, a person, including an affiliate, or persons whose shares are aggregated with affiliates, who has owned restricted shares of common stock beneficially for at least one year is entitled to sell, within any three-month period, a number of shares that does not exceed 1% of the total number of outstanding shares of the same class. In the event the shares are sold on an exchange or are reported on the automated quotation system of a registered securities association, you could sell during any three-month period the greater of such 1% amount or the average weekly trading volume as reported for the four calendar weeks preceding the date on which notice of your sale is filed with the SEC. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

A person who has not been an affiliate for at least the three months immediately preceding the sale and who has beneficially owned shares of common stock for at least two years is entitled to sell such shares under Rule 144 without regard to any of the limitations described above.
(b) Holders

As of February 25, 2010, there were over 300 holders of the Company's common stock.

 
13

 

(c) Dividends

The Company has had no earnings to date, nor has the Company declared any dividends to date. The payment by the Company of dividends, if any, in the future, rests within the discretion of its Board of Directors and will depend, among other things, upon the Company's earnings, its capital requirements and its financial condition, as well as other relevant factors. The Company has not declared any cash dividends since inception, and has no present intention of paying any cash dividends on its Common Stock in the foreseeable future, as it intends to use earnings, if any, to generate growth.

(d) Recent Sales of Unregistered Securities.

Common Stock

(a) Common or Preferred Stock

The Company is authorized to issue 260,000,000 shares of Common Stock, $0.0001 par value, of which 67,265,500 shares were issued and outstanding as of the date hereof. Each outstanding share of Common Stock is entitled to one (1) vote, either in person or by proxy, on all matters that may be voted upon the owners thereof at meetings of the stockholders.

The holders of Common Stock: (i) have equal ratable rights to dividends from funds legally available therefore, when and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have preemptive, subscription or conversion rights, or redemption or sinking fund provisions applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of stockholders.

Holders of Shares of Common Stock of the Company do not have cumulative voting rights, which means that the individuals holding Common Stock with voting rights to more than 50% of eligible votes, voting for the election of directors, can elect all directors of the Company if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of the Company's directors.

The Company is authorized to issue 80,000,000 shares of Preferred Stock, $0.0001 par value, of which 0 shares were issued and outstanding as of the date hereof.

(b) Debt Securities.

The Company has not issued any debt securities to date.

(c) Other securities to be registered

None

 
14

 
 
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward-Looking Statements

Some of the statements under "Plan of Operations", "Business" and elsewhere in this registration statement are forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements about our plans, objectives, expectations, intentions and assumptions and other statements contained herein that are not statements of historical fact. You can identify these statements by words such as "may," "will," "should," "estimates," "plans," "expects," "believes," "intends," and similar expressions. We cannot guarantee future results, levels of activity, performance or achievements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements.

Plan of Operation.

The following discussion should be read in conjunction with the financial statements and related notes, which are included elsewhere in this prospectus.  Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions and our ability to market our product.

The business objective of GLOBAL is to position AquaBoost(TM) as a top quality oxygenated water in the specialty waters market. Our oxygenation level (up to 100 ppm and greater), the ability of our bottled water to retain this level of oxygenation, even over lengthy periods of time and the purity of our product, we believe, should give us the ability to become a staple in this specialty waters niche.

We have set a conservative sales objective of 4-6% of the European and American markets, or $12.5 million U.S. to $20 million U.S., by the year 2013, our envisioned fourth year of production. The fact that AquaBoost(TM) was seen by hundreds of distributors at the SIAL in Montreal, Canada in 2001 and that there is already a market in Mexico for the product, gives us confidence in our abilities to reach our sales objectives. However, no assurances can be given that the Company will meet these goals.

Furthermore, the Company has held discussions with several large beverage companies about oxygenating fruit juices. Should these discussions prove successful, the Company would have another major revenue generating area.  Currently, it is too premature to hazard an estimate about the likelihood of finalizing any deals with said corporations.
 
The Company will also attempt to partner with other beverage distributors or lease its technology for royalties in those regions and for those products where it will not negatively impact on potential AquaBoost(TM) sales.

As of December 2009, we started the process of hooking up our oxygenation unit to the facility of an established water bottler in the Shawinigan, Quebec region. We expect to be in production April/May of 2010.

GLOBAL BIOTECH CORP. (formerly SWORD COMP-SOFT CORP.) was incorporated in November 1998 as an (ASP) Application Service Provider, specializing in the E-Healthcare sector. On May 29, 2000 Millenia Hope Inc. acquired 35,700,000 shares of GLOBAL BIOTECH CORP., this being the 76% of GLOBAL’s issued capital, in exchange for 5,000,000 common shares, valued at $129,478 based on the net tangible asset value of Millenia Hope and not fair market value of the shares and 5,000,000 warrants entitling the registered holder thereof to purchase at any time from that date for a period of three years, one share of common stock at a price of two dollars.
 
15

 
As of March 5, 2003 this business was sold along with the assumption of a note payable of $700,000 to Millenia Hope Inc., its former parent corporation. In exchange, GLOBAL received 30.7 million shares of its outstanding common shares held by Millenia Hope Inc. Subsequently, GLOBAL acquired the exclusive 10 year North American licensing rights to market a unique vehicle tracking model from First Link Assoc. in exchange for 30.7 million of its common shares.

GLOBAL’s vehicle tracking system was supposed to seamlessly tie together wireless communications and the Internet with global positioning technology to link vehicles to a world of unlimited wireless services. As of February 24, 2005, GLOBAL’s Board of Directors concluded that its attempt to enter the vehicle tracking business was unsuccessful and entered into a provisional agreement, with Advanced Fluid Technologies Inc. (AFT), a Delaware corporation, to acquire assets from the latter corporation pursuant to entering the bottled water, more specifically, the oxygenated bottled water market.

On August 15,2007 GLOBAL finalized an agreement with Advanced Fluid Technologies to purchase their to be patented oxygenation unit and all technical know how, intellectual properties, methodologies and all information pertaining to the following: the fixation of the oxygen molecule to water or any other fluid and/or to the building and maintenance of the oxygenation unit. Furthermore; all trademarks for the name Aquaboost Oxygenated Water and the right to use and register said name globally, were to be transferred to Global.

Purchase price, for all the aforementioned assets, was a combination of debt this being the $216,261 due by AFT to the Company in a note payable as of August 26, 2005, and 18 million shares of the Company’s common stock valued at $0.04 per share or $720,000. Pursuant to the above stock issuance to Advanced Fluid Technologies on August 15,2007, the assets listed in the Agreement were transferred to the Company.

GLOBAL’s registration statement, with the Security and Exchange Commission, was accepted on July 16, 2001 and it was cleared by FINRA on June 16, 2009 to trade its shares on the OTC: BB.

In an effort to expand its product line, the Company is working on developing a new product that we currently refer to as “Aquaboost-VitA: Orange Antioxidant”.  This experimental product contains water oxygenated using the Aquaboost technology, vitamin C, vitamin E and apple skin extract.  The Company is in the research and testing phase of the products development, and is conducting research into the products antioxidant effects and palatability.

 On January 14, 2009, Giuseppe Daniele resigned as a director of the Company. On January 19, 2009 Gilles Lamarre was appointed a director of the Company to fill the vacancy created by his resignation. On January 19, 2009, Perry Choiniere was appointed the Chief Financial Officer of the Company.  Mr. Choiniere will serve as the Company’s Chief Financial Officer until further notice.

On January 19, 2009, the Company adopted amended and restated bylaws relating generally to the transaction of the business and affairs of the Company.  The bylaws were amended and restated to allow directors to determine the size of the Board of Directors, within a set range, and to clarify the provisions of the original bylaws. A copy of the amended and restated bylaws of the Company was attached  to our 8K filing of January 29,2009.

March 5, 2009, Frederic Blondeleau resigned as Vice President – Sales and Marketing of Global Biotech. Mr. Louis Greco, Pres of Global Biotech assumed Mr. Blondeleau’s responsibilities.

 
16

 

Year ended November 30, 2009 compared to November 30, 2008

In 2009 we had $22,371 of professional fees and$10,500 in 2008, due to a greater amount of work in connection with our being listed to trade on the OTC:BB and our efforts to start the production of our oxygenated waters. We had $125,627 of SG&A expenses in 2009 and $25,456 in 2008. The rise in costs were due to $46,000 of extra regulatory fees, in connection with our  successful attempt to be become a listed trading company, $19,000 of developmental costs and $13,000 in extra  consulting fees  in our efforts to start the production of our oxygenated waters.  We had a full year’s rent in 2009 and only 3 months in 2008,this plus extra day- to- day expenses was higher by $22,000 in 2009 over 2008.

We had net interest expense, on our outstanding notes, of $40,614in 2009 and $31,368 in 2008.Highher borrowing costs were due to extra expenditures for the above expenses. We had Fx losses of $22,100 in 2009 and no significant amount in 2008.

As a result of the foregoing we had a loss of $210,712 in 2009 and a loss of $63,371 in 2008.

LIQUIDITY AND CAPITAL RESOURCES

At November 30, 2009 the company had negative working capital of $748,445.  We expect that our cash needs for the fiscal year ending November 30, 2010 will be $1,200,000. Management anticipates generating revenue through sales during the next fiscal year. The officers and directors of the company have indicated their commitment to help in finding funds to aid in the operations of the organization during the next fiscal year, until the organization can generate sufficient cash flow from operations to meet current operating expenses and overhead.
 
17


Recent Accounting Pronouncements
 
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission “SEC” under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 30, 2009. The adoption of SFAS No. 168 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.
 
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. The objective of this statement is to improve financial reporting by enterprises involved with variable interest entities. This statement addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166, “Accounting for Transfers of Financial Assets”, and (2) concern about the application of certain key provisions of FASB Interpretation No. 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
 
In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB No. 140”. The object of this statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This statement addresses (1) practices that have developed since the issuance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, that are not consistent with the original intent and key requirements of that statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. SFAS No. 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This statement must be applied to transfers occurring on or after the effective date. Additionally, on and after the effective date, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes. The disclosure provisions of this statement should be applied to transfers that occurred both before and after the effective date of this statement. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
 
18

 
In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.
 
In May 2009, FASB issued SFAS No. 165 (SFAS 165) “Subsequent Events”. SFAS 165 establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.  The adoption of SFAS 165 did not have a significant impact on the Company’s consolidated financial statements.
 
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States.  It was effective on November 15, 2008.  The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.
 
In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.
 
In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”.  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement did not have a material effect on the Company's consolidated financial statements.
 
19

 
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements.
 
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company's consolidated financial statements.
 
In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.  The adoption of ASC 855 did not have a material effect on the Company’s financial statements. Refer to Note 11.
 
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 7.  Financial Statements.

The financial statements are included at the end of this Annual Report, after the signature page.

Item 8.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosures

None
 
20


Item 8a. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-14c. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Within 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the forgoing, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

ITEM 9.  Director and Executive Officers

a) Directors and Executive Officers

Name
Age
Title
     
Louis Greco
55
President-Director
Perry Choiniere
44
Chief Operating Officer - Director
Dr. Pierre Marois
58
Chief Scientific Officer
Gilles Lamarre
62
Vice President-Director
Eric Sonigo
42
Vice President Production

Louis Greco – President, CEO and Director
 
Louis Greco, age 55, received his B. Comm. from McGill University in Montreal, Canada in 1974.  Mr. Greco has been involved with a variety of consumer oriented industries in his 30 years in business.  He worked in financial industry as a branch manager of the National Bank from 1975-1980.  During the next decade until 1990, Mr. Greco was the manager of a chain of video outlets, and involved with sales.  From 1990 to 1995, he co-owned a retail food establishment.  Between 1996 and present he has worked as a sales consultant to the national divisions of multinational office technology corporations, Minolta (Canada) and Panasonic Canada.  Mr. Greco’s management, sales and financial skills will greatly aid Global Biotech.  His experience in sales will help the Company to strategically position its products and technical expertise in the desired marketplaces. As President and CEO of the Company, Mr. Greco is responsible for the general oversight of the Company, its operations and its communications with its shareholders. Mr. Greco currently devotes part of his time working for the Company, but will be working full-time as an employee once Global commences sales of its product.
 
21


Perry Choiniere – Chief Operating Officer, Chief Financial Officer, and Director
 
Perry Choiniere, age 44, has been involved in a number of consumer oriented ventures for more than 20 years.  He started his career in the customer service field for a large provider of heating oil to residential and commercial users.  For most of the next 2 decades he managed and ran several businesses involved in the maintenance and construction sectors, dealing directly with the public and being responsible for the day to day administration of the previously mentioned businesses.  During the last 4 years to date, he has been involved with the negotiations and sales of products, both domestically and internationally, in the pharmaceutical and nutritional industries.  Mr. Choiniere brings to Global a broad knowledge of business management and expertise in consumer relations.  Mr. Choiniere has worked with Biomedico Pharma in a technical quasi-engineering capacity. His intuitive abilities have assisted him in understanding the mechanical aspects of the oxygenation process. As a director, the Chief Operating Officer, and Chief Financial Officer his responsibilities are to oversee and manage the operations of bottling line and the logistics’ attached to the oxygenation and bottling process and to manage the finances and financial reporting obligations of the Corporation. Mr. Choiniere devotes all of his time to the Company as a full-time employee.

Dr. Pierre Marois – Chief Science Officer
 
Dr. Pierre Marois, age 58, served as a Director at Global from May 11, 2006 until August 15, 2007, and has been a Chief Science Officer since May 11, 2006.  Dr. Marois received his medical degree from the University de Montreal in 1978 and his specialization certificate, from the College of Physicians and Surgeons of Canada, in 1979.  For the past 25 years, Dr. Marois has worked as a physician at St. Justine’s Hospital in Montreal, Canada, and several other pediatric hospitals specializing in Physical Medicine and Rehabilitation  where he is well-respected.  Dr. Marois has initiated countless research projects in neuromuscular  disease and cerebral palsy.  Dr. Marois has specific expertise in the oxygenation process, having been one of the leaders of a research team involved in oxygenation projects from 1998-2001 for which he received the inaugural Richard A. Neubauer award. He has participated in symposiums, lectures and written numerous articles on the subject, for the past decade.  He is known for his work with children in hyperbaric chambers, in which pressurized   oxygen is injected into a chamber  and the body is subjected to an increased amount of oxygen.  He is a leading authority on the effects of oxygen therapy on the human body.  As a part time employee of the Company, the proportion of his time devoted to the Company is dependent upon the requirements of the Company for his expertise, the Company’s phase of development and his availability.
 
22


Gilles Lamarre – Vice President and Director

Mr. Lamarre, age 62began his career as a Box Office Manager at Expo 67 (Garden of Stars). In 1969 he joined the National Arts Centre where in 1975 he developed the first computerized subscription/season ticketing system in North America.  In 1984, he made the transition to the private sector by co-founding Uniticket to service the Ottawa/Hull Region. Uniticket processed over 1.5 million tickets each year and was sold to Ticketmaster Canada Inc. in 1988. He also co-founded and developed Ticketnet Corporation in 1984, a major new national network for ticketing and shared-resource box office management, which was subsequently sold to AMR in 1986. Mr. Lamarre has acted as a consultant/advisor to a number of Canadian corporations in the development and implementation of leading edge technology and business development.  More recently, he fulfilled several executive functions with Comnetix, a leading provider of technology to law enforcement agencies. He then became a Board member and a member of their Audit and Compensation committees and resigned in early 2006 to concentrate his efforts on developing a new venture related to weight loss programs and products.  He is currently the President and CEO of Wykanta International Ltd., a company engaged in the production and sale of nutraceutical products.  As Vice President of the Company, Mr. Lamarre will be responsible for assisting the President with the general oversight of the Company, its operations and its communications with its shareholders.  He will devote all of his time as an employee working for the Company as Vice President and a director.

Eric Sonigo – Vice President - Production
 
Eric Sonigo, age 42, began his career in sales of various goods and services, from cellular accessories to delivering luxury cars.  He has been involved with sales and scheduling during his entire career, meeting with individuals and coordinating their various needs and corporate priorities.  He has extensive knowledge of the maintenance and running of the Company’s primary oxygenation machinery, having been involved with the original owners of that unit.  Although Mr. Sonigo is not an engineer by training, the practical knowledge garnered by Mr. Sonigo and specific expertise gleaned from the engineers involved in the initial oxygenation product have given Mr. Sonigo the knowledge to monitor and maintain the production equipment, and schedule and run the production of the Company’s products.  Mr. Sonigo has worked with Advanced Fluid Technologies Inc. and has expertise in the oxygenation process.  Once production commences, Mr. Sonigo will run the oxygenation unit as a full-time employee of Global.

b) Significant Employees

None

c) Family Relationships

There are no family relationships among directors or executive officers of the company.

d) Involvement in certain legal proceedings

None
 
23


e) Committees

The Company has no standing audit, nominating and compensating committees of the Board of Directors or committees performing similar functions. Under the Sarbanes-Oxley Act of 2002, each public company is required to have an audit committee consisting solely of independent directors and to explain whether or not any independent director is a financial expert. In the event the public company does not have an audit committee, the Board of Directors becomes charged with the duties of the audit committee. Since the enactment of the Sarbanes-Oxley Act of 2002 which was signed into law by President Bush in July 2002, the Company's directors have without success, attempted to obtain independent directors to serve on the Board of Directors and on a newly formed audit committee. In the event the Company is successful in the future in obtaining independent directors to serve on the Board of Directors and on a newly formed audit committee, of which there can be no assurances given, the Board of Directors would first adopt a written charter. Such charter would be expected to include, among other things:
 
-
annually reviewing and reassessing the adequacy of the    committees    formal charter;
 
-
reviewing the annual audited financial statements with the adequacy of its internal accounting controls;
 
-
reviewing analyses prepared by the Company's management and independent auditors concerning significant financial reporting issues and judgments made in connection with the preparation of its financial statements;
 
-
being directly responsible for the appointment, compensation and oversight of the independent auditor, which shall report directly to the Audit Committee, including resolution of disagreements between management and the auditors regarding financial reporting for the purpose of preparing or issuing an audit report or related work;
-
reviewing the independence of the independent auditors;
 
-
reviewing the Company's auditing and accounting principles and practices with the independent auditors and reviewing major changes to its auditing and accounting principles and practices as suggested by the independent auditor or its management;
 
-
reviewing all related party transactions on an ongoing basis for potential conflict of interest situations; and
 
-
all responsibilities given to the Audit Committee by virtue of the Sarbanes-Oxley Act of 2002, which was signed into law by President George W. Bush on July 30, 2002.

Code of Ethics

Effective March 3, 2003, the Securities & Exchange Commission requires registrants like the Company to either adopt a code of ethics that applies to the Company's Chief Executive Officer and Chief Financial Officer or explain why the Company has not adopted such a code of ethics for purposes of item 406 of Regulations S-K, the term "code of ethics" means written standards that are reasonably designed to deter wrong doing and to promote:
 
-
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships:
 
-
Full, flair, accurate, timely and understandable disclosure in reports and documents that the company files with, or submits to, the Securities & Exchange Commission and in other public communications made by the Company;
 
-
Compliance with applicable governmental law, rules and regulations;
 
-
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
-
Accountability for adherence to the code.

The Company has adopted the aforementioned Code of Ethics.
 
24


f) Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of a registered class of our equity securities ("ten-percent shareholders") to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and ten-percent shareholders also are required to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms furnished to us, and written representations that no other reports were required, we believe that during the fiscal year ended November 30, 2008, all of our officers, directors and ten-percent shareholders complied with the Section 16(a) reporting requirements.

ITEM 10.  EXECUTIVE COMPENSATION

(a) General
 
None of the current or past Officers or Directors received any compensation during fiscal 2007, 2008 or 2009.

(b) Options/SAR Grants table

None

(c) Long Term Incentive Plan Award Table

None

(d) Compensation of Directors

Directors do not receive any compensation for services as members of the Board of Directors

(e) Employment Contracts and Termination of Employment and Change-in-Control

The company has no employment contracts with any of its executive officers. As indicated above, certain officers received compensation.

(f) Report on Repricing of options/SAR

None

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 25, 2010, information regarding the beneficial ownership of our common stock based upon the most recent information available to us for

 
·
Each person known by us to own beneficially more than five (5%)percent of our outstanding common stock,
 
·
Each of our officers and directors and
 
·
All of our officers and directors as a group.

 
25

 

Name
 
Number Of 
Shares Owned
   
% of Total
 
   
Beneficially
       
             
Jomuc Holdings
1623 Buttonwood Bay
Belize City, Belize
(Represented by J. Muccari)
    5,800,000       8.62 %
                 
Louis Greco
5800 Metropolitan Blvd Est suite 328
Montreal,Quebec
President-Global Biotech
    25,000       .04 %
                 
Perry Choiniere
5800 Metropolitan Blvd Est suite 328
Montreal,Quebec
COO/CFO-Global Biotech
    25,000       .04 %
                 
All Directors and Officers
    50,000       .08 %

Item 12.  Certain Relationships and Related Transactions.

None

Item 13. Financial Statements and Exhibits.

(a)
List of Financial statements filed herewith
 
GLOBAL BIOTECH CORP.
(A company in the development stage)

Report of Independent Registered Accounting Firm
 
   
Balance Sheets November 30, 2009 and 2008
28
   
Statement of Operations Year ended November 30, 2009, November 30, 2008 and from inception to November 30, 2009
30
   
Statement of Shareholders' Equity From inception to November 30, 2009
31
   
Statement of Cash flows years ended November 30, 2009 and November 30, 2008 and from inception to November 30, 2009
33
   
Summary of Significant Accounting Policies year ended November 30, 2009
34
   
Notes to the Financial Statements year ended November 30, 2009
34

 
26

 

(b) List of Exhibits.

Reports on Form 8-K

Material Agreement
Appointment, resignation of officers/directors

Item 14.  Principal Accountant Fees and Service

Audit Fees

For the fiscal year ended November 30, 2009, the aggregate fees billed for professional services rendered by Chang G. Park, CPA ("independent auditors") for the audit of the Company's annual financial statements totaled approximately $18,250.

Financial Information Systems Design and Implementation Fees

For the fiscal year ended November 30, 2009 there were $-0- in fees billed for professional services by the Company's independent auditors rendered in connection with, directly or indirectly, operating or supervising the operation of its information system or managing its local area network.

All Other Fees

For the fiscal year ended November 30, 2009 there was $0 in fees billed for other service.

Sarbane Oxley Declarations

SIGNATURES

In accordance with the requirement of the Securities Exchange Act, this Annual Report or Amendment was signed by the following persons in the capacities and on the dates stated:

  GLOBAL BIOTECH CORP.  
       
Date: February 25, 2010
 
/s/ Louis Greco
 
   
Louis Greco, President, Director
 
   
(Principal Executive Officer)
 
       
   
/s/ Perry Choiniere
 
   
Perry Choiniere,
 
   
Chief Financial Officer, Director
 

 
27

 
 
Chang G. Park, CPA, Ph. D.
t 2667 Camino Del Rio S. Plaza B t San Diego t California 92108-3707t
t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 764-5480
t E-MAIL changgpark@gmail.com t

 
 
Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders
Global Biotech Corp.


We have audited the accompanying balance sheets of Global Biotech Corp. ( A Development Stage Company) as of November 30, 2009 and 2008 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended and for the period of November 2, 1998 (inception) to November 30, 2009. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  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 Global Biotech Corp. as of November 30, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and the period of November 2, 1998 (inception) to November 30, 2009 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ Chang G. Park

CHANG G. PARK, CPA

February 25, 2010
San Diego, CA. 92108
 
 
 
 
 
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
 
28

 
 
GLOBAL BIOTECH CORP.
(A Development Stage Company)
Balance Sheets
 

 
ASSETS
 
   
As of
   
As of
 
   
November 30,
   
November 30,
 
   
2009
   
2008
 
CURRENT ASSETS
           
Cash
  $ 44,019     $ 6  
Short Term Investments
    122,409        
Prepaid exp
          7,428  
                 
Total Current Assets
    166,428       7,434  
                 
Property & Equipment (net)
    605,000       605,000  
                 
TOTAL ASSETS
  $ 771,428     $ 612,434  

See Notes to the Financial Statements

 
29

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Balance Sheets
 

 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
   
As of
   
As of
 
   
November 30,
   
November 30,
 
   
2009
   
2008
 
CURRENT LIABILITIES
           
             
Accounts payable
  $ 98,016     $ 47,421  
Notes payable - (related party)
    15,592       29,844  
Notes Payable
    801,265       467,902  
Total Current Liabilities
    914,873       545,167  
                 
STOCKHOLDERS' EQUITY
               
                 
Preferred Stock $0.0001 par value
               
Authorized 80,000,000 shares
               
0 shares issued and outstanding as of
               
November 30, 2009 and November 30, 2008
           
                 
Common stock $0.0001 par value, 260,000,000
               
Shares authorized: 67,265,500 shares issued
               
and outstanding as of November 30,
               
2009 and 67,265,500 as of November 30, 2008
    6,727       6,727  
Paid-in capital
    1,346,502       1,346,502  
Deficit accumulated during the development stage
    (1,496,674 )     (1,285,962 )
Total Stockholders' EQUITY
    (143,445 )     67,267  
                 
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
  $ 771,428     $ 612,434  

See Notes to the Financial Statements

 
30

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Statements of Operations
 

 
               
November 2, 1998
 
               
(Inception)
 
   
Year Ended
   
Year Ended
   
through
 
   
November 30,
   
November 30,
   
November 30,
 
   
2009
   
2008
   
2009
 
                   
REVENUES
  $     $     $ 944,811  
                         
Costs of revenues
                (603,063 )
                         
GROSS PROFIT
                341,748  
                         
OPERATING COSTS
                       
Bad debt expense
                120,844  
Licensing rights
                700,000  
Depreciation expense
                73,274  
Marketing expense
                236,266  
Professional fees
    22,371       10,500       180,295  
Selling, general and administrative expense
    125,627       25,456       423,660  
                         
Total Operating Costs
    147,998       39,956       1,734,339  
                         
OPERATING (LOSS)
    (147,998 )     (39,956 )     (1,392,591 )
                         
OTHER INCOME & (EXPENSES)
                       
Fx loss
    (22,100 )           ( 22,100 )
Interest income
                111,878  
Other income
          3,953       85,005  
Interest expense
    (40,614 )     (31,368 )     (315,960 )
Write-down of leasehold improvements
                (2,663 )
Write-up of notes receivable, related parties
                11,435  
Impairment Loss
                (331,261 )
Gain on sale of investment
                359,583  
Total Other Income & (Expenses)
    (62,714 )     (27,415 )     (104,083 )
                         
NET INCOME (LOSS)
  $ (210,712 )   $ (67,371 )   $ (1,496,674 )
BASIC EARNINGS (LOSS) PER SHARE
  $ (0.00 )   $ (0.00 )        
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
    67,265,500       67,265,500          

See Notes to the Financial Statements

 
31

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
From November 2, 1998 (inception) through November 30, 2008
 


                           
(Deficit)
       
                           
Accumulated
       
               
Additional
   
Stock
   
During the
       
   
Common
   
Common
   
Paid-in
   
Subscription
   
Development
       
   
Shares
   
Stock
   
Capital
   
Receivable
   
Stage
   
Total
 
                                     
Balance, November 30, 1998
    0     $     $     $     $     $  
                                                 
Stock issued on April 30, 2000 for cash
    10,400,000       1,040       258,961       (103,739 )             156,262  
                                                 
Stock issued on April 30, 2000 for settlement of equipment purchase
    600,000       60       14,940                       15,000  
                                                 
Stock issued May 29, 2000 in exchange for 5,000,000 shares of Millenia Hope, Inc.
    35,700,000       3,570       125,908                       129,478  
                                                 
May 31, 2000 - collection on subscription
                            20,408               20,408  
                                                 
June 30, 2000 - collection on subscription
                            83,331               83,331  
                                                 
Net loss for November 2, 1998 (inception) to November 30, 2000
                                    (69,231 )     (69,231 )
Balance, November 30, 2000
    46,700,000       4,670       399,809             (69,231 )     335,248  
                                                 
Stock issued on September 15, 2001 for cash
    30,000       3       119,997       (120,000 )              
                                                 
Stock issued on November 21, 2001 for cash
    380,000       38       189,962       (190,000 )              
                                                 
Net loss for the year ended November 30, 2001
                                    (1,679 )     (1,679 )
Balance, November 30, 2001
    47,110,000       4,711       709,768       (310,000 )     (70,910 )     333,569  
                                                 
Stock issued December 5, 2001 in exchange for payment of consulting fees
    82,500       8       16,492                       16,500  
                                                 
Stock issued May 13, 20002 in exchange for professional fees
    205,200       21       51,354                       51,375  
                                                 
September 4, 2005 - collection on subscription
                    (112,500 )     112,500                
                                                 
Stock issued October 14, 2002 in exchange for payment on consulting fees
    10,000       1       1,999                       2,000  
                                                 
November 10, 2002 - collection on subscription
                    (95,000 )     95,000                
                                                 
Net loss for the year ended November 30, 2002
                                    (141,693 )     (141,693 )
Balance, November 30, 2002
    47,407,700       4,741       572,113       (102,500 )     (212,603 )     261,751  
                                                 
Rounding
    300                                        
                                                 
stock issued December 1, 2002 in exchange for marketing expense
    250,000       25       24,975                       25,000  
                                                 
February 28, 2003 - collection on subscription
                            23,750               23,750  
                                                 
May 31, 2003 - collection on subscription
                            23,750               23,750  
                                                 
August 31, 2003 - collection on subscription
                            23,750               23,750  
                                                 
Stock issued October 20, 2003 in exchange for marketing expense
    350,000       35       17,465                       17,500  
                                                 
Stock issued October 20, 2003 in exchange for notes payable
    257,500       26       12,849                       12,875  
                                                 
November 30, 2003 - collection on subscription
                            31,250               31,250  
                                                 
Net loss for the year ended November 30, 2003
                                    (715,903 )     (715,903 )
Balance, November 30, 2003
    48,265,500       4,827       627,402             (928,506 )     (296,277 )
                                                 
Net loss for the year ended November 30, 2004
                            (12,963 )     (12,963 )
Balance, November 30, 2004
    48,265,500       4,827       627,402             (941,469 )     (309,240 )
                                                 
Net income for the year ended November 30, 2005
                            142,417       142,417  
Balance, November 30, 2005
    48,265,500     $ 4,827     $ 627,402     $     $ (799,052 )   $ (166,823 )

See Notes to the Financial Statements

 
32

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Statements of Stockholders’ Equity (Deficit)
From November 2, 1998 (inception) through November 30, 2009
 
 
Stock issued March 1, 2006
                                   
In exchange for services
    1,000,000       100       900                   1,000  
                                                 
Net (loss) for the year ended
                                               
November 30, 2006
                            (47,203 )     (47,203 )
      49,265,500     $ 4,927     $ 628,302     $     $ (846,255 )   $ (213,026 )
Stock issued August 15, 2007
                                               
In exchange of Property & Equipment & Goodwill
    18,000,000       1,800       718,200                   720,000  
                                                 
Net (loss) for the year ended
                                               
November 30, 2007
                            (376,336 )     (376,336 )
      67,265,500     $ 6,727     $ 1,346,502     $     $ (1,222,591 )   $ 130,638  
                                                 
Net (loss) for the year ended 
                                               
November 30, 2008 
                            (63,371 )     (63,371 )
      67,265,500     $ 6,727     $ 1,346,502     $     $ (1,285,962 )   $ 67,267  
                                                 
Net (loss) for the year ended
                                    (210,712 )     (210,712 )
November 30, 2009
    67,265,500     $ 6,727     $ 1,346,502     $     $ (1,496,674 )   $ (143,445 )

See Notes to the Financial Statements

 
33

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Statements of Cash Flows
 

 
               
November 2, 1998
 
               
(inception)
 
   
Year Ended
   
Year Ended
   
through
 
   
November 30,
   
November 30,
   
November 30,
 
   
2009
   
2008
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
                   
Net income (loss)
  $ (210,712 )   $ (63,371 )   $ (1,496,674 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Depreciation expense
                  73,274  
Common stock issued for services
                113,375  
Gain on sale of Investment
                (359,583 )
Impairment Loss
                    331,261  
Write-down of leasehold improvements
                2,663  
Write-down of notes receivable
                (11,435 )
Accrued interest expense - note payable
    40,614       31,368       206,472  
Accrued interest income - notes receivable
                    (106,352 )
Changes in operating assets and liabilities:
                       
(Increase) decrease in accounts receivable & prepaids
    7,428       (7,428 )      
(Increase) decrease in notes receivable
                    (461,899 )
Increase (decrease) in accounts payable
    50,595       13,824       98,016  
                         
Net Cash Provided by (Used in) Operating Activities
    (112,075 )     (25,607 )     (1,610,882 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
                         
Net sale (purchase) of fixed assets
                (60,937 )
Purchase of short term investments
    (122,409 )             (122,409 )
Proceeds from sale of investment shares
                489,061  
                         
Net Cash Provided by (Used in) Investing Activities
    (122,409 )           305,715  
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Bank Advances
            (2,834 )        
Issuance of common stock
                156,262  
Payment of common stock subscription receivable
                206,239  
Proceeds from notes payable
    278,497       28,447       986,685  
                         
Net Cash Provided by (Used in) Financing Activities
    278,497       25,613       1,349,186  
                         
Net Increase (Decrease) in Cash
    44,013       6       44,019  
                         
Cash at Beginning of Year
    6                
                         
Cash at End of Year
  $ 44,019     $ 6     $ 44,019  
                         
Supplemental  Cash Flow Disclosures:
                       
                         
Cash paid during period for interest
  $     $          
Cash paid during period for taxes
  $     $          
                         
Non-Cash flows activities
                       
                         
Shares issued for Property & Equipment
              $ 605,000  
Shares issued for Goodwill
                115,000  
Note receivable -related party offset with Note payable
                181,878  
Note receivable exchanged for Goodwill
                216,261  
                         
                         
                $ 1,118,139  

See Notes to the Financial Statements

 
34

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

GLOBAL BIOTECH CORP. (the ``Company``) was incorporated in the State of Delaware on November 2, 1998 to be an Application Service provider in the E-Health sector. On March 5, 2003 this business was sold and the Company attempted to enter the vehicle tracking market, unsuccessfully. On February 25, 2005 that attempt was discontinued. On August 15, 2007 the Company finalized an Agreement and acquired assets to enter the oxygenated beverage market.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company's policy is to use the accrual method of accounting to prepare and present financial statements, which conforms to US generally accepted accounting principles ("GAAP'). The company has elected a November 30 year- end.

b. Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less and bank indebtedness to be cash and cash equivalents. Highly liquid investments are valued at quoted market prices.

c. Estimates and Adjustments
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the periods presented. Actual results could differ from those estimates.

Significant estimates made by management are, among others, realizability of long-lived assets, and deferred taxes. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively.

d. Basis of Presentation and Considerations Related to Continued Existence (going concern)
 
The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company's management intends to raise additional operating funds through operations, and debt or equity offerings. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

35

 
GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009

e. Fair Value of Financial Instruments
 
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
 
Fair Value Hierarchy
 
ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:
 
Level 1
Level 1 applies to assets and liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.
 
Level 2
Level 2 applies to assets and liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
 
Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance:
 
·     Determining which instruments are most similar to the instrument being priced requires management to identify a sample of similar securities based on the coupon rates, maturity, issuer, credit rating and instrument type, and subjectively select an individual security or multiple securities that are deemed most similar to the security being priced; and
·     Determining whether a market is considered active requires management judgment.
 
Level 3
Level 3 applies to assets and liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of The Company believes the fair value of its financial instruments consisting of cash, short term investment, and accounts payable approximate their carrying values due to the relatively short maturity of these instruments.

 
36

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009

f. Property & Equipment

Property is stated at cost. Additions, renovations, and improvements are capitalized. Maintenance and repairs, which do not extend asset lives, are expensed as incurred.

g. Depreciation

Depreciation is provided on a straight-line basis over the estimated useful lives, 5 years for tenant improvements, and 5 - 7 years for equipment.

h. Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the estimated undiscounted cash flows, expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of such assets. Management believes that there were no such impairments of at November 30, 2009.

i. Revenue Recognition and Deferred Revenue

The Company's revenues recognized from inception to November 30, 2009 were software consultation. Revenue, in respect of all services described, is recognized on completion of services, when collectability is reasonably assured.

j. Foreign Currency Exchange

We record our transactions in US dollars.

Foreign currency accounts have been translated as follows:
 
·
Monetary items - at exchange rates in effect at the balance sheet date
 
·
Non-monetary item - at exchange rates in effect o the dates of transactions
 
·
Revenue and expenses - at average exchange rate prevailing during the year.
Gains and losses arising from foreign currency translation are included in income.

k. Earning (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share.  ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.  The Company has adopted the provisions of ASC 260 effective November 2, 1998 (inception).

 
37

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009

Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

l. Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

J. Convertible Debt

In accordance with Codifications topic 470 ”Debt with conversion and Other Options” the Company evaluates debt securities (“Debt”) for beneficial conversion features.  A beneficial conversion feature is present when the conversion price per share is less than the market value of the common stock at the commitment date.  The intrinsic value of the feature is then measured as the difference between the conversion price and the market value (the “Spread”) multiplied by the number of shares into which the Debt is convertible and is recorded as debt discount with an offsetting amount increasing additional paid-in-capital.  The debt discount is accreted to interest expense over the term of the Debt with any unamortized discount recognized as interest expense upon conversion of the Debt.  If a debt security contains terms that change upon the occurrence of a future event the incremental intrinsic value is measured as the additional number of issuable shares multiplied by the commitment date market value and is recognized as additional debt discount with an offsetting amount increasing additional paid-in-capital upon the future event occurrence.  The total intrinsic value of the feature is limited to the proceeds allocated to the Debt instrument.

 
38

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission “SEC” under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 30, 2009. The adoption of SFAS No. 168 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”. The objective of this statement is to improve financial reporting by enterprises involved with variable interest entities. This statement addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166, “Accounting for Transfers of Financial Assets”, and (2) concern about the application of certain key provisions of FASB Interpretation No. 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
 
In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB No. 140”. The object of this statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This statement addresses (1) practices that have developed since the issuance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, that are not consistent with the original intent and key requirements of that statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. SFAS No. 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This statement must be applied to transfers occurring on or after the effective date. Additionally, on and after the effective date, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes. The disclosure provisions of this statement should be applied to transfers that occurred both before and after the effective date of this statement. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.


 
39

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009
 
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s consolidated financial statements.
 
In May 2009, FASB issued SFAS No. 165 (SFAS 165) “Subsequent Events”. SFAS 165 establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.  The adoption of SFAS 165 did not have a significant impact on the Company’s consolidated financial statements.
 
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States.  It was effective on November 15, 2008.  The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.
 
In March 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.

 
40

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009
 
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
In December 2007, the FASB issued SFAS No. 141R, “Business Combinations”.  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement did not have a material effect on the Company's consolidated financial statements.
 
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's consolidated financial statements.
 
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company's consolidated financial statements.
 
In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.  The adoption of ASC 855 did not have a material effect on the Company’s financial statements. Refer to Note 11.
 
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new financial position or results of operations.

 
41

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $210,712 for the year ended November 30, 2009 and a net loss of $1,496,674 during the period from November 2, 1998 (inception) through November 30, 2009. At November 30, 2009 the Company had negative working capital of $748,445 and stockholders’ deficit of $143,445.  This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The officers and directors are committed to help in raising funds to fill any operating cash flow shortages during the next fiscal year until the organization can generate sufficient funds from operations to meet current operating expenses and overhead, although there are no guarantees that this commitment will be met.

NOTE 4. SHORT TERM INVESTMENTS

On November 6,2009, the Company purchased a term deposit in the amount of $122,409 ($130,000 CDN), bearing interest rate of 5%, maturing on November 6, 2010. As at November 30, 2009, the Company accrued $nil of interest income. No withdrawals allowed for first 90 days and 90 days early withdrawal notice needed. Early withdrawal interest rate - 1 ½%. 

 
42

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009

NOTE 5. PROPERTY & EQUIPMENT

On August 15, 2007 the Company acquired Oxygenation Equipment with a cost of $605,000 in exchange for common shares (see Note 8 & 10).

   
November 30,
   
November 30,
 
   
2009
   
2008
 
Oxygenation equipment
  $ 605,000     $ 605,000  
                 
Less Accumulated Depreciation
           
Net Property and Equipment
  $ 605,000     $ 605,000  

The Oxygenation Unit will be utilized, starting April/May 2010. The Company will then start depreciating it over its estimated useful life of 7 years on the straight line.

 
43

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009

NOTE 6. BASIC & DILUTED INCOME / (LOSS) PER COMMON SHARE

Basic gain (loss) per common share has been calculated based on the weighted average number of shares of common stock outstanding during the period. Diluted gain (loss) per common share has been calculated based on the weighted average number of shares of common and preferred stock outstanding during the period.

   
November 30,
   
November 30,
 
   
2009
   
2008
 
Net income (loss) from operations
  $ (210,712 )   $ (63,371 )
                 
Basic income / (loss) per share
  $ (0.00 )   $ (0.00 )
Weighed average number of shares outstanding
    67,265,500       67,265,500  

NOTE 7. NOTES PAYABLE

Note payable as of November 30, 2009 and 2008 consist of the following:

   
2009
   
2008
 
             
Note payable to: Millenia Hope Inc. unsecured,
  $ 493,934     $ 467,902  
with annual interest rate 7%.
               
                 
Third parties, unsecured with annual interest of 4%, commencing July 1, 2009
    65,470        
                 
Convertible note payable  to third parties with annual interest of 8%,commencing April 30,2009
               
Loan is convertible to common shares of Global Biotech
               
at the lesser of $1.00 per share or the average closing price
               
of the shares for the 5 business days prior to conversion
    241,861        
                 
    $ 801,265     $ 467,902  

There are no beneficial conversion features because Conversion price of convertible note payable is higher than market value of common stock.

44

 
GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2009
 
NOTE 8. INCOME TAXES

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

The net operating loss expires twenty years from the date the loss was incurred. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

No portion of the valuation allowance will be allocated to reduce goodwill or other non-current intangible asset of an acquired entity. There are no temporary differences or carry-forward tax effects that would significantly effect the Companies deferred tax asset.

Utilization of the net operating losses and credit carry-forwards may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses and credits before utilization. At November 30, 2009 the Company had net operating losses carry-forward of $1,496,000. The tax benefits resulting for these losses have been estimated as follows:

   
November 30,
2009
 
Gross income tax benefit
  $ 496,000  
Valuation allowance
    496,000  
Net income tax benefit
  $ 0  
         
Deficit – December 1, 2008
  $ (1,285,962 )
Net Loss for Year ended November 30, 2009
    (210,712 )
Deficit – November 30, 2009
  $ (1,496,674 )

 
45

 

GLOBAL BIOTECH CORP.
(A Development Stage Company)
Notes to the Financial Statements
As of November 30, 2008

NOTE 9. STOCK TRANSACTIONS

On August 15, 2007 the Company issued 18,000,000 shares of common stock in settlement of Property & Equipment of $605,000 and goodwill of $115,000, a total of $720,000

As of November 30, 2009 the Company had 67,265,500 shares of common stock issued and outstanding

NOTE 10. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of November 30, 2009 and 2008:

Common stock, $ 0.0001 par value; 260,000,000 shares and 70,000,000 shares authorized November 30, 2009 and 2008: 67,265,500 shares issued and outstanding as of November 30, 2009 and 2008.

Preferred Stock, $0.0001 par value; 80,000,000 shares authorized as November 30, 2009 and zero (0) shares authorized as of November 30, 2008. Zero (0) shares issued and outstanding as of November 30, 2009 and 2008.

NOTE 11. SUBSEQUENT EVENTS

On December 3,2009, the Company purchased a term deposit in the amount of $40,132 ($42,000 CDN), bearing interest rate of 5%, maturing on December 3,2010. No withdrawals allowed for first 90 days. 90 days early withdrawal notice needed. Early withdrawal interest rate - 1 ½%. 

On December 18,2009 the Company issued 333,333 restricted common shares in settlement of consulting services in the amount of $83,333. On February 18, 2010 the Company issued 63,157 restricted common shares in settlement of consulting services in the amount of $18,316.

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through February 25, 2010, the date of issuance of the audited financial statements. During this period, the Company did not have any material recognizable subsequent events.

 
46