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EX-32 - EX-32.1 SECTION 906 CERTIFICATION - Universal Resourcesglobalimmune10k033110ex321.htm
EX-31 - EX-31.1 SECTION 302 CERTIFICATION - Universal Resourcesglobalimmune10k033110ex311.htm

U.S. Securities and Exchange Commission

Washington, D.C. 20549


FORM 10-K


 (Mark One)

  X  .   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2010.


      .   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from         to        


Commission file number: 0-30520


GLOBAL IMMUNE TECHNOLOGIES, INC.

(Name of registrant as specified in its Charter)


Wyoming

98-05327255

(State of Incorporation)

(IRS Employer Identification No.)


Avenida Jaime III, 25 1-B, 07012 Palma de Mallorca, Spain

(Address of principal executive offices)   (Zip Code)


Issuer’s telephone number: (902)459-1133


        Securities Registered Pursuant of Section 12(b) of the Act: None


        Securities Registered Pursuant of Section 12(g) of the Act:

                         Common Stock, Without Par Value


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes       .  No   X  .


Indicate by check mark of the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes       .  No   X  .


Indicate by check  mark whether the issuer (1) filed all reports  required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12 months (or for such shorter period that the registrant was required to file such reports),  and (2) has been subject to such filing  requirements for the past 90 days. Yes   X  .  No       .


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes       .  No       .


Indicated by check mark if disclosure of delinquent  filers in response to Item 405 of Regulation S-K (229.405)is not contained herein, and will not be contained, to the best of registrant's   knowledge,   in  definitive   proxy  or  information   statements incorporated  by reference in Part III of this Form 10-K or any  amendment of this Form 10-K.      .


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  


Large accelerated filer       .  Accelerated filer       .   Non-accelerated filer       .   Smaller reporting company   X  .


Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes   X  .

No       .


As of September 30,2009, there were 16,195,645 shares of the issuer's common stock outstanding.  The aggregate market value of the shares of the issuer's voting stock held by non-affiliates  was $ 1,169,564 based the average of the bid and asked price as quoted on the OTC Pinksheets on September 30, 2009.  The sum excludes the  shares  held by  officers,  directors,  and  stockholders  whose  ownership exceeded 10% of the  outstanding  shares at March 31, 2009,  in that such persons may be deemed affiliates of the Company. This determination of affiliate status is not necessarily a conclusive determination for other purposes.


As of March 31, 2010, there were 16,195,645 shares of the issuer’s common stock outstanding.






Global Immune Technologies, Inc.

FORM 10-K

March 31, 2010


 

Page

PART I

 

 

 

ITEM 1.  Description of Business

3

ITEM 1A. Risk Factors

9

ITEM 1B. Unresolved Staff Comments

13

ITEM 2.  Description of Properties

13

ITEM 3.  Legal Proceedings

13

ITEM 4.  Removed and Reserved

13

 

 

PART II

 

 

 

ITEM 5.  Market for Common Equity, Related Stockholder Matters and Issuer

14

Purchases of Equity Securities

14

ITEM 6.  Selected Financial Data

14

ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results Of Operations

14

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

15

Item 8.  Financial Statements and Supplementary Data.

15

ITEM 9.  Changes In and Disagreements With Accounting and Financial Disclosure

16

ITEM 9A(T)Controls and Procedures

16

ITEM 9B.  Other Information

16

 

 

PART III

 

 

 

ITEM 10.  Directors, Executive Officers and  Corporate Governance

17

ITEM 11.  Executive Compensation

18

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

19

ITEM 13.  Certain Relationships, Related Transactions and Director Independence

20

ITEM 14.  Principal Accounting Fees and Services

21

 

 

PART IV

 

ITEM 15.  Exhibits and Financial Statement Schedules.

22

SIGNATURES

22






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PART I


Item 1.

Description of Business.


FORWARD-LOOKING STATEMENT NOTICE:


This annual  report on Form 10-K  contains  many  forward-looking  statements, which  involve  risks  and   uncertainties,   such  as  our  plans,   objective, expectations  and  intentions.  You can identify these  statements by our use of words  such as "may,"  "expect,"  "believe,"  "anticipate,"  "intend,"  "could," "estimate,"  "continue,"  "plans," or other  similar  words or phrases.  Some of these statements include discussions  regarding our future business strategy and our ability to generate revenue,  income,  and cash flow. We wish to caution the reader that all  forward-looking  statements  contained  in this Form 10-K are only estimates and predictions.  Our actual results could differ materially from those  anticipated as a result of risk facing us or actual events differing from the  assumptions  underlying  such  forward-looking   statements.   Readers  are cautioned  not  to  place  undue  reliance  on  any  forward-looking  statements contained in this Annual  Report on Form 10-K.  Readers are  cautioned  not to place undue  reliance  on these  forward-looking  statements.  We  undertake  no obligation to update any of these factors or to publicly  announce any change to our  forward-looking  statements  made  herein,  whether  as  a  result  of  new information, future events, changes in expectations or otherwise.


(a) Our Corporate History.


The Company was incorporated on September 18, 1985, under the laws of the Province of British Columbia under the name of Canadian Comstock Exploration Ltd. with an authorized share capital of 20,000,000 shares without par value.


The Company changed its name on June 7, 1995 to American Comstock Exploration Ltd. in connection with a consolidation of its share capital on a one for four basis.


The Company changed its name again on February 4, 1998 to "International Comstock Exploration Ltd." in connection with a consolidation of its share capital on a one for five basis.


The Company changed its name again on October 2, 2001 to "Secureview Systems Inc." in connection with a consolidation of its share capital on a one for five basis. In addition, the Company increased its authorized share capital to 100,000,000 shares without par value on October 2, 2001.


The Company changed its name again on May 2, 2005 to "Global Immune Technologies Inc." In addition, the Company increased its authorized share capital to an unlimited number of common shares without par value on March 23, 2005.


On February 28, 2006, the Company changed its corporate domicile from British Columbia, Canada to the State of Wyoming.


(b) Business History of the Issuer.


From its incorporation in 1985 until 1999, the Company has been engaged in the business of exploration of natural resource properties. During 2004 the Company disposed of its final interests in its natural resource properties. In early 1999 the Company initiated a search for other business opportunities culminating in May 1999 with the acquisition of the domain name ProSportsPool.com. In January 2000, the Company entered into an agreement with Internet Sports Network Inc. to develop and maintain a number of internet based games and contests. Internet Sports Network eventually developed "Fantasy Free for All" software and back end support for Nascar, Formula One, Cart series and Baseball and Hockey contests for ProSportsPool.com. The Company launched the ProSportsool.com website on March 1, 2000 with Formula 1 and NASCAR contests "Fantasy Free for All". The launch of the website was accompanied by a marketing campaign that included print, billboard, and internet-banner advertising. In March 21, 2000, the Company engaged Iceberg Media.com Inc. to provide three music channels - 1Groove.com, 2Kool4Radio.com and PrimeTicket.net - for the ProSportsPool.com website. The ProSportsPool.com website added a fantasy baseball contest, and an affiliation with Altavista.com on March 27, 2000. At the beginning of April 2000, the Company launched its internet based hockey contest and announced its inaugural contest winners in its auto-racing contests. The Company also announced it has become an authorized member of the Cnet.com affiliate network and formed similar affiliations with Chipshot.com, Wrenchead.com, Quokka.com and America Online.


To increase awareness of the ProSportspool.com website, the Company participated at the G.I. Joe 200 CART race in Portland, Oregon as well as the Toronto and Vancouver Indy races by appearing at a booth at the races signing up contestants and offering prizes to entrants. On January 15, 2001, due to the closing of Internet Sports Network Inc., which provided the technical architecture and sports data for the ProSportsPool.com's sports contests, the Company was forced to discontinue its sports-contest site.




3



During June 2001 and amended October, 2001 the Company entered into a letter of intent with Argent Resources Ltd., On-Track Computer Training Ltd., On-Track Computer International Ltd. and Lute Linux.com Corp. whereby Argent assigned its right to enter into a share exchange agreement with Lute who held the option to enter into a share exchange agreement with On-Track and On-Track International. In exchange for the assignment by Argent to the Company of the share exchange agreement entered into between Lute and Argent, the Company issued 2,000,000 shares and paid $50,000 to Argent.


During October 2001 the Company signed an agreement with Lute Linux.com Corp. including the exchange of Lute share purchase warrants for Company shares at a deemed value of $0.10 US per share, as to Russ Rossi (100,000 shares), RRGS Creative Management Corp. (2,400,000 shares) and Quest Ventures Ltd. (175,000 shares). The Company did not proceed with similar share purchase agreements with On-Track Computer Training Ltd. and On-Track Computer International Ltd. Lute focused its business development on its "Fedcam," an inexpensive remote monitoring system that allows subscribers to view their target locations via secure website. The Fedcam was being tested by the Canadian government's construction branch on its Osoyoos, British Columbia border crossing site into the United States. However, as of March 31, 2003, the Company ceased funding the Fedcam and the asset was written down to a nominal amount.


In June 2002 the Company entered into a letter of intent with Estwind Energy, a private power generation company incorporated in Estonia, whereby the Company intended to acquire all of the issued and outstanding shares of Estwind Energy. However, the Company decided against completing the share exchange agreement as the business of Estwind Energy was deemed to not be profitable.


In May 2003 the Company entered into a letter of intent with P-CE Computers, Inc., a private Nevada corporation engaged in the business of developing ergonomic multimedia-computer workstations. The Company decided against completing the share exchange agreement as due diligence indicated that the business of P-CE Computers, Inc. would not be profitable.


In September 2003 the Company entered into a letter of intent with TNR Resources Ltd. ("TNR"), a public British Columbia, Canada, corporation, to purchase a 50% working interest in TNR's Las Carachas property in Argentina. The Company did not pursue the option.


In February 2005 the Company entered an agreement to acquire the rights and interests in a drug, Trioxolane. The Company did not pursue or complete this acquisition.


Subsequently to March 31, 2005, the Company has agreed to purchase WSG Systems Inc., (“WSG”) its' business and assets from Global Lottery Corporation for the issuance of 100,000,000 shares of common stock. The assets of WSG include proprietary technology, software, its trade names and trademarks as those products pertain to the worldwide lottery industry and/or worldwide pari-mutual betting. The products are designed to be used by all entities in the industry for conducting lotteries and or pari-mutual betting, including corporations and/or governmental agencies representing countries, provinces, states, etc. to implement and/or to improve their lottery and/or pari-mutual betting systems.


On July 19, 2006, the Company entered into a securities exchange agreement with MediPri Limited, Primemedical International, Ltd.(“MedPri”) and Medical Monitors Limited (“MML).  The transaction was revised on May 17, 2007.  The transaction was rescinded on July 11, 2007.


(c)

Current Business of the Issuer


The Company may be referred to as a shell corporation.  Shell corporations are defined as companies with no or nominal assets and operations.  Private companies wishing to become publicly trading may wish to merge with a shell (a reverse merger) whereby the shareholders of the private Company become the majority of the shareholders of the combined Company.  The private Company may purchase for cash all or a portion of the common shares of the shell corporation from its major stockholders.  Typically, the Board and officers of the private Company become the new Board and officers of the combined Company and often the name of the private Company becomes the name of the combined Company.


The Company has very limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity.  The Company intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. However, at the present time, the Company has not identified any business opportunity that it plans to pursue, nor has the Company reached any agreement or definitive understanding with any person concerning an acquisition.  


No assurance can be given that the Company will be successful in finding or acquiring a desirable business opportunity, given the limited funds that are expected to be available for acquisitions.  Furthermore, no assurance can be given that any acquisition, which does occur, will be on terms that are favorable to the Company or its current stockholders.




4



The Company’s search will be directed toward small and medium-sized enterprises, which have a desire to become public corporations.  In addition these enterprises may wish to satisfy, either currently or in the reasonably near future, the minimum tangible asset requirement in order to qualify shares for trading on NASDAQ or on an exchange such as the American Stock Exchange. (See Investigation and Selection of Business Opportunities).  The Company anticipates that the business opportunities presented to it will (i) either be in the process of formation, or be recently organized with limited operating history or a history of losses attributable to under-capitalization or other factors; (ii) experiencing financial or operating difficulties; (iii) be in need of funds to develop new products or services or to expand into a new market, or have plans for rapid expansion through acquisition of competing businesses; (iv) or other similar characteristics.  The Company intends to concentrate its acquisition efforts on properties or businesses that it believes to be undervalued or that it believes may realize a substantial benefit from being publicly owned.  Given the above factors, investors should expect that any acquisition candidate may have little or no operating history, or a history of losses or low profitability.


The Company does not propose to restrict its search for investment opportunities to any particular geographical area or industry, and may, therefore, engage in essentially any business, to the extent of its limited resources.  This includes industries such as service, finance, natural resources, manufacturing, high technology, product development, medical, communications and others.  The Company’s discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.


In connection with such a merger or acquisition, it is highly likely that an amount of stock constituting control of the Company would either be issued by the Company or be purchased from the current principal stockholders of the Company by the acquiring entity or its affiliates.  If stock is purchased from the current principal stockholders, the transaction is likely to result in substantial gains to the current principal stockholders relative to their purchase price for such stock.  In the Company’s judgment, none of the officers and directors would thereby become an underwriter within the meaning of the Section 2(11) of the Securities Act of 1933, as amended as long as the transaction is a private transaction rather than a public distribution of securities.  The sale of a controlling interest by certain principal shareholders of the Company would occur at a time when minority stockholders are unable to sell their shares because of the lack of a public market for such shares.


Depending upon the nature of the transaction, the current officers and directors of the Company may resign their management and board positions with the Company in connection with a change of control or acquisition of a business opportunity (See Form of Acquisition, below, and Risk Factors, The Company,  Lack of Continuity of Management).  In the event of such a resignation, the Company’s current management would thereafter have no control over the conduct of the Company’s business.


It is anticipated that business opportunities will come to the Company’s attention from various sources, including its officers and directors, its other stockholders, professional advisors such as attorneys and accountants, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. The Company has no plan, understandings, agreements, or commitments with any individual for such person to act as a finder of opportunities for the Company.


The Company does not foresee that it will enter into a merger or acquisition transaction with any business with which its officers or directors are currently affiliated.  Should the Company determine in the future, contrary to the forgoing expectations, that a transaction with an affiliate would be in the best interests of the Company and its stockholders, the Company is, in general, permitted by Wyoming law to enter into a transaction if: The material facts as to the relationship or interest of the affiliate and as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors constitute less than a quorum; or the material facts as to the relationship or interest of the affiliate and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically authorized, approved or ratified in good faith by vote of the stockholders; or the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Directors or the stockholders.


(1)

Investigation and Selection of Business Opportunities


To a large extent, a decision to participate in a specific business opportunity may be made upon management’s analysis of the quality of the other Company’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, the perceived benefit the business opportunity will derive from becoming a publicly held entity, and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.  In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of a variety of factors, including, but not limited to, the possible need to expand substantially, shift marketing approaches, change product emphasis, change or substantially augment management, raise capital and the like.




5



It is anticipated that the Company will not be able to diversify, but will essentially be limited to the acquisition of one business opportunity because of the Company’s limited financing.  This lack of diversification will not permit the Company to offset potential losses from one business opportunity against profits from another, and should be considered an adverse factor affecting any decision to purchase the Company’s securities.


Certain types of business acquisition transactions may be completed without any requirement that the Company first submit the transaction to the stockholders for their approval.  In the event the proposed transaction is structured in such a fashion that stockholder approval is not required, holders of the Company’s securities (other than principal stockholders holding a controlling interest) should not anticipate that they will be provided with financial statements or any other documentation prior to the completion of the transaction.  Other types of transactions require prior approval of the stockholders.


In the event a proposed business combination or business acquisition transaction is structured in such a fashion that prior stockholder approval is necessary, the Company will be required to prepare a Proxy or Information Statement describing the proposed transaction, file it with the Securities and Exchange Commission for review and approval, and mail a copy of it to all Company stockholders prior to holding a stockholders meeting for purposes of voting on the proposal.  Minority shareholders that do not vote in favor of a proposed transaction will then have the right, in the event the transaction is approved by the required number of stockholders, to exercise statutory dissenter’s rights and elect to be paid the fair value of their shares.


The analysis of business opportunities will be undertaken by or under the supervision of the Company’s officers and directors, none of whom are professional business analysts (See Management).  Although there are no current plans to do so, Company management might hire an outside consultant to assist in the investigation and selection of business opportunities, and might pay a finder’s fee.  Since Company management has no current plans to use any outside consultants or advisors to assist in the investigation and selection of business opportunities, no policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or the total amount of fees that may be paid.  However, because of the limited resources of the Company, it is likely that any such fee the Company agrees to pay would be paid in stock and not in cash.


Otherwise, in analyzing potential business opportunities, Company management anticipates that it will consider, among other things, the following factors:


·

Potential for growth and profitability indicated by new technology, anticipated market expansion, or new products;


·

The Company’s perception of how any particular business opportunity will be received by the investment community and by the Company’s stockholders;


·

Whether, following the business combination, the financial condition of the business opportunity would be, or would have a significant prospect in the foreseeable future of becoming, sufficient to enable the securities of the Company to qualify for listing on an exchange or on a national automated securities quotation system, such as NASDAQ, so as to permit the trading of such securities to be exempt from the requirements of Rule 15g-9 adopted by the Securities and Exchange Commission (See Risk Factors  The Company  Regulations of Penny Stocks).


·

Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements, or from other sources;


·

The extent to which the business opportunity can be advanced;


·

Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole;


·

Strength and diversity of existing management or management prospects that are scheduled for recruitment;


·

The cost of participation by the Company as compared to the perceived tangible and intangible values and potential; and


·

The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required items.




6



No one of the factors described above will be controlling in the selection of a business opportunity, and management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data.  Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.  Potential investors must recognize that, because of the Company’s limited capital available for investigation and management’s limited experience in business analysis, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.


The Company is unable to predict when it may participate in a business opportunity.  It expects, however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more.


Prior to making a decision to participate in a business opportunity, the Company will generally request that it be provided with written materials regarding the business opportunity containing as much relevant information as possible, including, but not limited to, such items as a description of products, services and Company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such Company and its affiliates during the relevant periods; a description of present and required facilities;, an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if they are not available, unaudited financial statements, together with reasonable assurance that audited financial statements would be able to be produced within a reasonable period of time not to exceed 60 days following completion of a merger or acquisition transaction; and the like.


As part of the Company’s investigation, the Company’s executive officers and directors may meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Company’s limited financial resources and management expertise.


It is possible that the range of business opportunities that might be available for consideration by the Company could be limited by the impact of Securities and Exchange Commission regulations regarding purchase and sale of penny stocks.  The regulations would affect, and possibly impair, any market that might develop in the Company’s securities until such time as they qualify for listing on NASDAQ or on an exchange which would make them exempt from applicability of the penny stock regulations.  (See Risk Factors Regulation of Penny Stocks)


Company management believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive.  These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current stockholders, acquisition candidates which have long-term plans for raising capital through public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process.  Acquisition candidates, which have a need for an immediate cash infusion, are not likely to find a potential business combination with the Company to be an attractive alternative.


(2)

Form of Acquisition


It is impossible to predict the manner in which the Company may participate in a business opportunity.  Specific business opportunities will be reviewed as well as the respective needs and desires of the Company and the promoters of the opportunity and, upon the basis of the review and the relative negotiating strength of the Company and such promoters, the legal structure or method deemed by management to be suitable will be selected.  Such structure may include, but is not limited to leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements.  The Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization.  Implementing such structure may require the merger, consolidation or reorganization of the Company with other corporations or forms of business organization.  In addition, the present management and stockholders of the Company most likely will not have control of a majority of the voting stock of the Company following a merger or reorganization transaction.  As part of such a transaction, the Company’s existing directors may resign and new directors may be appointed without any vote by stockholders.




7



It is likely that the Company will acquire its participation in a business opportunity through the issuance of Common Stock or other securities of the Company.  Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called B tax free reorganization under the Internal Revenue Code of 1986 as amended, depends upon the issuance to the stockholders of the acquired Company of a controlling interest (i.e., 80% or more) of the common stock of the combined entities immediately following the reorganization.  If a transaction were structured to take advantage of these provisions rather than other a tax free provisions provided under the Internal Revenue Code, the Company’s current stockholders would retain in the aggregate 20% or less of the total issued and outstanding shares.  This could result in substantial additional dilution in the equity of those who were stockholders of the Company prior to such reorganization.  Any such issuance of additional shares might also be done simultaneously with a sale or transfer of shares representing a controlling interest in the Company by the current officers, directors and principal stockholders.


It is anticipated that any new securities issued in any reorganization would be issued in reliance upon one or more exemptions from registration under applicable federal and state securities laws to the extent that such exemptions are available.  In some circumstances, however, as a negotiated element of the transaction, the Company may agree to register such securities either at the time the transaction is consummated or under certain conditions at specified times thereafter.  The issuance of substantial additional securities and their potential sale into any trading market that might develop in the Company’s securities may have a depressive effect upon such market.


The Company will participate in a business opportunity only after the negotiation and execution of a written agreement.  Although the terms of such agreement cannot be predicted, generally such an agreement would require specific representations and warranties by all of the parties thereto, specify certain events of default, detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to such closing, outline the manner of bearing costs if the transaction is not closed, set forth remedies upon default, and include miscellaneous other terms.


As a general matter, the Company anticipates that it, and/or its principal stockholders will enter into a letter of intent with the management, principals or owners of a prospective business opportunity prior to signing a binding agreement.  Such a letter of intent will set forth the terms of the proposed acquisition but will not bind any of the parties to consummate the transaction.  Execution of a letter of intent will by no means indicate that consummation of an acquisition is probable.  Neither the Company nor any of the other parties to the letter of intent will be bound to consummate the acquisition unless and until a definitive agreement is executed.  Even after a definitive agreement is executed, it is possible that the acquisition would not be consummated should any party elect to exercise any right provided in the agreement to terminate it on specific grounds.


It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others.  If a decision is made not to participate in a specific business opportunity, the costs incurred in the related investigation would not be recoverable.  Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, the inability of the Company to pay until an indeterminate future time may make it impossible to produce goods and services.


(3)

Investment Company Act and Other Regulation


The Company may participate in a business opportunity by purchasing, trading or selling the securities of such business.  The Company does not, however, intend to engage primarily in such activities.  Specifically, the Company intends to conduct its activities so as to avoid being classified as an investment Company under the Investment Company Act of 1940 (the Investment Act), and therefore to avoid application of the costly and restrictive registration and other provisions of the Investment Act, and the regulations promulgated thereunder.


The Company’s plan of business may involve changes in its capital structure, management, control and business, especially if it consummates the reorganization as discussed above.  Each of these areas is regulated by the Investment Act, in order to protect purchasers of investment Company securities. Since the Company will not register as an investment Company, stockholders will not be afforded these protections.


Employees


As of March 31, 2010 the Company had no full-time employees.  Donald Perks is the Company’s sole officer and director.  Mr. Perks works on a part-time basis.  




8



Item 1A.  RISK FACTORS


THERE ARE SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK. BEFORE MAKING A DECISION CONCERNING THE PURCHASE OF OUR SECURITIES, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER INFORMATION IN THIS ANNUAL REPORT WHEN YOU EVALUATE OUR BUSINESS.


BUSINESS RISKS


LACK OF BUSINESS HISTORY AND PROFITABILITY OF OPERATIONS

The Company is not currently operating profitably and it should be anticipated that it will operate at a loss at least until such time as a business prospect is identified and profitability is achieved, if profitability is, in fact, ever achieved. The Company has never earned a significant profit.

 

DEPENDENCE ON KEY MANAGEMENT

The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its management. The loss of services of any of its Management could have a material adverse effect on the Company. The Company does not maintain key man insurance on any of its management. The Company does not have any employment or labor agreements with any personnel as at the date of the filing of this Annual Report.


CONFLICTS OF INTEREST.  Certain conflicts of interest exist between the Company and its officers and directors.  They have other business interests to which they currently devote attention, and are expected to continue to do so.  As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner which is consistent with their fiduciary duties to the Company.  


It is anticipated that the Company’s principal shareholders may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction.  In this process, the Company’s principal shareholders may consider their own personal pecuniary benefit rather than the best interest of other Company shareholders.  Depending upon the nature of a proposed transaction, Company shareholders other than the principal shareholders may not be afforded the opportunity to approve or consent to a particular transaction.


INVESTMENT RISKS


OUR ISSUANCE OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST OF SHAREHOLDERS; OUR COMMON STOCK SHAREHOLDERS DO NOT HAVE PREEMPTIVE RIGHTS.


Any additional issuances of common stock by us from our authorized but unissued shares may have the effect of diluting the percentage interest of existing shareholders. The securities issued to raise funds may have rights, preferences or privileges that are senior to those of the holders of our other securities, including our common stock. The board of directors has the power to issue such shares without shareholder approval. We fully intend to issue additional common shares in order to raise capital to fund our business operations and growth objectives.


WE DO NOT ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE FUTURE, WHICH MAKES INVESTMENT IN OUR STOCK SPECULATIVE OR RISKY.


We have not paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. The board of directors has sole authority to declare dividends payable to our stockholders. The fact that we have not and do not plan to pay dividends indicates that we must use all of our funds generated by operations for reinvestment in our business activities. Investors also must evaluate an investment in the Company solely on the basis of anticipated capital gains.


LIMITED LIABILITY OF OUR EXECUTIVE OFFICERS AND DIRECTORS MAY DISCOURAGE SHAREHOLDERS FROM BRINGING A LAWSUIT AGAINST THEM.


Our Articles of Incorporation contain provisions that limit the liability of our directors for monetary damages and provide for indemnification of officers and directors. These provisions may discourage shareholders from bringing a lawsuit against officers and directors for breaches of fiduciary duty and may reduce the likelihood of derivative litigation against officers and directors even though such action, if successful, might otherwise have benefited the shareholders. In addition, a shareholder's investment in the Company may be adversely affected to the extent that we pay costs of settlement and damage awards against officers or directors pursuant to the indemnification provisions of the bylaw. The impact on a shareholder's investment in terms of the cost of defending a lawsuit may deter the shareholder from bringing suit against any of our officers or directors. We have been advised that the SEC takes the position that these article and bylaw provisions do not affect the liability of any director under applicable federal and state securities laws.



9




LIMITED MARKET DUE TO PENNY STOCK


The Company's stock differs from many stocks, in that it is a "penny stock." The Securities  and  Exchange  Commission  has adopted a number of rules to regulate "penny  stocks."  These rules  include,  but are not limited to,  Rules  3a5l-l, 15g-1,  15g-2,  15g-3,  15g-4,  15g-5,  15g-6 and 15g-7 under the Securities and Exchange Act of 1934, as amended.  Because our  securities  probably  constitute "penny stock"  within the meaning of the rules,  the rules would apply to us and our securities.  The rules may further affect the ability of owners of our stock to sell their securities in any market that may develop for them. There may be a limited   market  for  penny   stocks,   due  to  the   regulatory   burdens  on broker-dealers.  The market among dealers may not be active.  Investors in penny stock  often are  unable to sell  stock  back to the  dealer  that sold them the stock. The mark-ups or commissions  charged by the broker-dealers may be greater than any profit a seller may make.  Because of large dealer  spreads,  investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the  investor.  In some  cases,  the stock may fall quickly in value.  Investors  may be unable to reap any profit  from any sale of the  stock,  if they  can sell it at all.  Stockholders  should  be aware  that, according to the Securities and Exchange  Commission  Release No. 34- 29093, the market for penny stocks has suffered in recent years from  patterns of fraud and abuse.  These patterns include:  - Control of the market for the security by one or a few broker-  dealers that are often  related to the  promoter or issuer;  - Manipulation of prices through  prearranged  matching of purchases and sales and false and misleading  press releases; - "Boiler room" practices  involving high pressure sales tactics and unrealistic price projections by inexperienced  sales persons;  -  Excessive  and  undisclosed  bid-ask  differentials  and markups by selling broker- dealers;  and - The wholesale  dumping of the same securities by promoters and broker-  dealers after prices have been  manipulated  to a desired level,  along with the  inevitable  collapse  of those  prices  with  consequent investor losses. Furthermore, the "penny stock" designation may adversely affect the  development  of any public market for the Company's  shares of common stock or, if such a market develops, its continuation.  Broker-dealers are required to personally  determine  whether an  investment  in "penny  stock" is suitable for customers.  Penny  stocks  are  securities  (i) with a price of less  than  five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii)  whose  prices  are not quoted on the NASDAQ  automated  quotation  system (NASDAQ-listed  stocks must still meet  requirement  (i)  above);  or (iv) of an issuer with net tangible  assets less than $2,000,000 (if the issuer has been in continuous  operation for at least three years) or $5,000,000  (if in continuous operation for less than three years),  or with average  annual  revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require  broker-dealers  dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors  in the  Company's  common  stock are  urged to  obtain  and read such disclosure  carefully before  purchasing any shares that are deemed to be "penny stock." Rule 15g-9 of the Commission requires broker- dealers in penny stocks to approve the  account of any  investor  for  transactions  in such stocks  before selling  any  penny  stock  to  that  investor.   This  procedure  requires  the broker-dealer to (i) obtain from the investor information  concerning his or her financial  situation,  investment  experience  and investment  objectives;  (ii) reasonably  determine,  based on that  information,  that  transactions in penny stocks are  suitable  for the  investor  and that the  investor  has  sufficient knowledge and experience as to be reasonably  capable of evaluating the risks of penny stock  transactions;  (iii) provide the investor with a written  statement setting forth the basis on which the  broker-dealer  made the  determination  in (ii) above;  and (iv) receive a signed and dated copy of such statement from the investor,  confirming  that it  accurately  reflects  the  investor's  financial situation,  investment  experience and investment  objectives.  Compliance  with these requirements may make it more difficult for the Company's  stockholders to resell their shares to third parties or to otherwise dispose of them.


Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years form patterns of fraud and abuse.  Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;  (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;  (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.  The Company’s management is aware of the abuses that have occurred historically in the penny stock market.  Although the Company does not expect to be in a position to dictate the behavior of the market or of broker dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns form being established with respect to the Company’s securities.




10



NEED FOR ADDITIONAL FINANCING.  The Company has very limited funds, and such funds, may not be adequate to take advantage of any available business opportunities.  Even if the Company’s currently available funds prove to be sufficient to pay for its operations until it is able to acquire an interest in, or complete a transaction with, a business opportunity, such funds will clearly not be sufficient to enable it to exploit the opportunity.  Thus, the ultimate success of the Company will depend, in part, upon its availability to raise additional capital.  In the event that the Company requires modest amounts of additional capital to fund its operations until it is able to complete a business acquisition or transaction, such funds, are expected to be provided by the principal shareholders.  However, the Company has not investigated the availability, source, or terms that might govern the acquisition of the additional capital which is expected to be required in order to exploit a business opportunity, and will not do so until it has determined the level of need for such additional financing.  There is no assurance that additional capital will be available from any source or, if available, that it can be obtained on terms acceptable to the Company.  If not available, the Company’s operations will be limited to those that can be financed with its modest capital.


NO OPERATING HISTORY.   The Company has no operating history, revenues from operations or assets. The Company faces all of the risks of a new business and the special risks inherent in the investigation, acquisition, or involvement in a new business opportunity.  The Company must be regarded as a new or start-up venture with all of the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject.


NO ASSURANCE OF SUCCESS OR PROFITABILITY.  There is no assurance that the Company will acquire a favorable business opportunity.  Even if the Company should become involved in a business opportunity, there is no assurance that it will generate revenues or profits, or that the market price of the Company’s outstanding shares will be increased thereby.


POSSIBLE BUSINESS NOT IDENTIFIED AND HIGHLY RISKY.  The Company has not identified and has no commitments to enter into or acquire a specific business opportunity.  As a result, it is only able to make general disclosures concerning the risks and hazards of acquiring a business opportunity, rather than providing disclosure with respect to specific risks and hazards relating to a particular business opportunity.  As a general matter, prospective investors can expect any potential business opportunity to be quite risky.


TYPE OF BUSINESS ACQUIRED.  The type of business to be acquired may be one that desires to avoid effecting its own public offering an the accompanying expense, delays, uncertainties, and federal and state requirements which purport to protect investors.  Because of the Company’s limited capital, it is more likely than not that any acquisition by the Company will involve other parties whose primary interest is the acquisition of control of a publicly traded Company.  Moreover, any business opportunity acquired may be currently unprofitable or present other negative factors.


IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION.  The Company’s limited funds and lack of full-time management will make it impracticable to conduct a complete and exhaustive investigation and analysis of a business opportunity before the Company commits its capital or other resources thereto.  Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if the Company had more funds available to it, would be desirable.  The Company will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor, or others associated with the business opportunity seeking the Company’s participation.  A significant portion of the Company’s available funds may be expended for investigative expenses and other expenses related to preliminary aspects of completing an acquisition transaction, whether or not any business opportunity investigated is eventually acquired.


LACK OF DIVERSIFICATION.  Because of the limited financial resources that the Company has, it is unlikely that the Company will be able to diversify its acquisitions or operations.  The Company’s probable inability to diversify its activities into more than one area will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.


NEED FOR AUDITED FINANCIAL STATEMENTS.  The Company will require audited financial statements from any business that it proposes to acquire.  Since the Company will be subject to the reporting provisions of the Securities Exchange Act of 1934, as amended (the Exchange Act), it will be required to include audited financial statements in its periodical reports for any existing business it may acquire.  In addition, the lack of audited financial statements would prevent the securities of the Company from becoming eligible for listing on NASDAQ, the automated quotation system sponsored by the Association of Securities Dealers, Inc., or on any existing stock exchange.  Moreover, the lack of such financial statements is likely to discourage broker-dealers from becoming or continuing to serve as market makers in the securities of the Company.  Finally, without audited financial statements, the Company would almost certainly be unable to offer securities under a registration statement pursuant to the Securities Act of 1933, and the ability of the Company to raise capital would be significantly limited.  Consequently, acquisitions prospects that do not have, or are unable to provide reasonable assurances that they will be able to obtain, the required audited statements would not be considered by the Company to be appropriate for acquisition.




11



OTHER REGULATION.  An acquisition made by the Company may be of a business that is subject to regulation or licensing by federal, state, or local authorities.  Compliance with such regulations and licensing can be expected to be a time-consuming, expensive process and may limit other investment opportunities of the Company.


DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT.  The Company will be entirely dependant upon the experience of its officers and directors in seeking, investigating, and acquiring a business and in making decisions regarding the Company’s operations.  It is possible that, from time to time, the inability of such persons to devote their full time attention to the Because investors will not be able to evaluate the merits of possible future business acquisitions by the Company, they should critically assess the information concerning the Company’s officers and directors.


LACK OF CONTINUITY IN MANAGEMENT.  The Company does not have an employment agreement with any of its officers or directors, and as a result, there is no assurance that they will continue to manage the Company in the future.  In connection with acquisition of a business opportunity, it is likely the current officers and directors of the Company may resign.  A decision to resign will be based upon the identity of the business opportunity and the nature of the transaction, and is likely to occur without the vote or consent of the stockholders of the Company.


INDEMNIFICATION OF OFFICERS AND DIRECTORS.  The Company's By-Laws provide for the indemnification of its, directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the Company.  The Company will also bear the expenses of such litigation for any of its directors, officers, employees, or agents, upon such persons promise to repay the Company therefor if it is ultimately determined that any such person shall not have been entitled to indemnification.  This indemnification policy could result in substantial expenditures by the Company, which it may be unable to recoup.


DEPENDENCE UPON OUTSIDE ADVISORS.  To supplement the business experience of its officers and directors, the Company may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors.  The selection of any such advisors will, be made by the Company’s officers, without any input by shareholders.  Furthermore, it is anticipated that such persons may be engaged on an as needed basis without a continuing fiduciary or other obligation to the Company.  In the event the officers of the Company consider it necessary to hire outside advisors, they may elect to hire persons who are affiliates, if those affiliates are able to provide the required services.


LEVERAGED TRANSACTIONS.  There is a possibility that any acquisition of a business opportunity by the Company may be leveraged, i.e. the Company may finance the acquisition of the business opportunity by borrowing against the assets of the business opportunity to be acquired, or against the projected future revenues or profits of the business opportunity.  This could increase the Company’s exposure to larger losses.  A business opportunity acquired through a leveraged transaction is profitable only if it generates enough revenues to cover the related debt and expenses.  Failure to make payments on the debt incurred to purchase the business opportunity could result in the loss of a portion or all of the assets acquired.  There is no assurance that any business opportunity acquired through a leveraged transaction will generate sufficient revenues to cover the related debt and expenses.


COMPETITION.  The search for potentially profitable business opportunities is intensely competitive.  The Company expects to be at a disadvantage when competing with many firms that have substantially greater financial and management resources and capabilities than the Company.  These competitive conditions will exist in any industry in which the Company may become interested.


NO FORESEEABLE DIVIDENDS.  The Company has not paid dividends on its Common Stock and does not anticipate paying such dividends in the foreseeable future.


LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS.  In conjunction with completion of a business acquisition, it is anticipated that the Company will issue an amount of the Company’s authorized but unissued Common Stock that represents the greater majority of the voting power and equity of the Company.  In conjunction with such a transaction, the Company’s current Officers, Directors, and principal shareholders could also sell all, or a portion, of their controlling block of stock to the acquired Company’s stockholders.  Such a transaction would result in a greatly reduced percentage of ownership of the Company by its current shareholders.  As a result, the acquired Company’s stockholders would control the Company, and it is likely that they would replace the Company’s management with persons who are unknown at this time.


NO PUBLIC MARKET EXISTS.  There is currently no public market for the Company’s common stock, and no assurance can be given that a market will develop or that a shareholder will ever be able to liquidate his investment without considerable delay, if at all.  If a market should develop, the price may be highly volatile.  Factors such as those discussed in this Risk Factors section may have a significant impact upon the market price of the securities offered hereby.  Owing to the low price of the securities, many brokerage firms may not be willing to effect transactions in the securities.  Even if a purchasers finds a broker willing to effect a transaction in theses securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price.  Further, many leading institutions will not permit the use of such securities as collateral for any loans.



12




BLUE SKY CONSIDERATION.  Because the securities registered hereunder have not been registered for resale under the Blue Sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware, that there may be significant state Blue Sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors should consider the secondary market for the Company’s securities to be a limited one.


Item 1B.  Unresolved Staff Comments. Not applicable to Smaller Reporting Company.


Item 2.

  Description of Property.


During the fiscal year ending March 31, 2010, office rent totaled $ NIL.  The office rent has been and will be treated as a capital administrative expense.


Item 3.

  Legal Proceedings.  


We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations.


The Company's common shares are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended.  Prior to February 28, 2006, it filed as a foreign registrant and after that date filed as a U.S. reporting registrant.  The Company has been subject to the reporting obligations of the provinces of British Columbia and Alberta, Canada.


Prior to February 28, 2006, Global Immune Technologies, Inc. was a corporation organized under the laws of British Columbia, Canada.  On February 28, 2006, the Company changed its corporate domicile to the State of Wyoming.  The British Columbia corporation was formally dissolved June 2, 2006.


The Company's common stock has been quoted Over-the-Counter on the Pinksheets.  The Company's shares are not quoted on any Canadian market.


The Company has 17 British Columbia and 1 Alberta shareholder on its shareholder's list.


Foreign Regulatory: Canada


On August 11, 2005, the Company's predecessor, Global Immune Technologies, Inc., then a company organized under the laws of British Columbia, Canada, received a Cease Trade Order (CTO) from the British Columbia Securities Commission, (the "BCSC"), which was limited to the Province of British Columbia, Canada, for not filing comparative financial statements for its financial year ended March 31, 2005 as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations, and had not filed Form 51-102F1 Management's Discussion and Analysis for the periods ended September 30, 2004 and March 31, 2005, as required by Part 5 of NI 51-102.


On March 5, 2007, the Company received a Cease Trade Order (CTO) from the Alberta Securities Commission,(the "ASC") which was limited to the Province of Alberta, Canada, for not filing annual audited financial statements for the year ended March 31, 2006, interim unaudited financial statements for the interim periods ended December 31, 2005, June 30, 2006, September 30, 2006 and December 31, 2006.


The Company has requested exemptive relief.


Item 4.

  Removed and Reserved.




13



PART II


Item 5.

 Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


(a)

Market Information.


Our common stock trades Over-the-Counter (OTC) on the NASD Electronic Bulletin Board under the symbol GIMU.  Table 1 sets forth the high and low sale information for fiscal years 2009 and 2008.  These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.


Table 1.


Sale Information


Fiscal Quarter Ended

High

Low

 

 

 

March 31, 2010

0.007

0.007

December 31, 2009

0.03

0.03

September 30, 2009

0.10

0.10

June 30, 2009

0.13

0.10

March 31, 2009

0.11

0.10

 

 

 

December 31, 2008

0.13

0.11

September 30, 2008

0.10

0.08

June 30, 2008

0.09

0.06

March 31, 2008

0.05

0.05


(a)

Holders.


Our company has approximately 31 record shareholders of its common stock as of March 31, 2010 holding 16,195,645 common shares. A significant number of shares are held in “street name” therefore we believe that the number of beneficial shareholders exceeds the number of record shareholders.


(b)

Dividends.


There are no restrictions imposed on the Company which limit its ability to declare or pay dividends on its common stock, except for corporate state law limitations. No cash dividends have been declared or paid to date and none are expected to be paid in the foreseeable future.


(c)

Recent Sales of Unregistered Securities: None


(d)

Securities Authorized for Issuance under Equity Compensation Plans: None


Item 6.  Selected Financial Data.  Not Applicable to Smaller Reporting Companies.


Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations


When used in this Form 10-K and in our future filings with the Securities and Exchange Commission, the words or phrases will likely result, management expects, or we expect, will continue, is anticipated, estimated or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speak only as of the date made.  These statements are subject to risks and uncertainties, some of which are described below.  Actual results may differ materially from historical earnings and those presently anticipated or projected.  We have no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.


A. OPERATING RESULTS


The following discussion and analysis is based on and should be read in conjunction with the Company's audited financial statements including the notes thereto and other financial information appearing elsewhere herein. The audited financial statements have been prepared using Canadian dollars and are presented in accordance with accounting principles generally accepted in Canada.




14



U.S. AND CANADIAN GAAP DIFFERENCES


The Company changed its financial reporting currency to the United States Dollar from the Canadian Dollar.  The operating statements for the fiscal year ended March 31, 2006 have been retroactively adjusted to reflect this change in reporting currency.  The financial statements have been prepared in accordance with Canadian GAAP, which conform in all material respects with those of the US and are disclosed in note 2 to the audited financial statements of the Company for March 31, 2010 and 2009.


RESULTS OF OPERATIONS - YEAR TO YEAR COMPARISONS BETWEEN 2010 AND 2009.


For the year ended March 31, 2010 the Company achieved sales revenues of $ NIL compared with sales revenues of $ NIL for the period ended March 31, 2010. The Company's net loss for the year was $61,020 in 2010 compared to net loss of $53,401 in 2009. As of the year ended March 31, 2010, the Company had an accumulated stockholders' deficiency of $(4,224,878).


B. LIQUIDITY AND CAPITAL RESOURCES


YEAR ENDED MARCH 31, 2010 COMPARED WITH THE YEAR ENDED MARCH 31, 2009


The Company had no assets in 2009 and 2010.


The Company's overall liabilities increased to $ 754,810 in 2010 from $ 693,790 in 2009.


The Company has had no significant operations during the last fiscal year and, accordingly, is fully dependent either future sales of securities or upon its current management and, or advances or loans from significant stockholders or corporate officers to provide sufficient working capital to preserve the integrity of the corporate entity.


There is no assurance that the Company will be able to obtain additional funding through the sales of additional securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding.


We will need to raise capital in order to commence our proposed business operations.  No assurance can be given that we will be able to raise sufficient capital to implement any proposed business operations.  We have not identified any specific future financing sources. In the future, our efforts to finance the Company may result in the issuance of equity and debt instruments. This and other future financing activity, if any, may result in the dilution of shareholder equity. We expect to incur financial losses for the foreseeable future.


The Company has no residual capital commitment in respect to its discontinued operations and has no current capital commitments.


US GAAP VERSUS CANADIAN GAAP


Under Canadian GAAP applicable to junior mining exploration companies, mineral exploration expenditures on prospective properties may be deferred until such time as it is determined that further exploration is not warranted, at which time the property costs are written-off. Under US GAAP, all exploration expenditures must be expensed until an independent feasibility study has determined that the property is capable of economic commercial production.


OFF-BALANCE SHEET ARRANGEMENTS:  None


7A.  Quantitative And Qualitative Disclosures About Market Risk.


Not applicable to Smaller Reporting Companies


Item 8.

Financial Statements and Supplementary Data.


The audited financial statements for the Company for March 31, 2010 and 2009 are attached hereto and form a material part of this Annual Report.




15



Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.


On June 28 2010, our former independent certified accountant Jorgensen & Co, Certified Public Accountants, of Bellevue, Washington resigned.  We engaged a replacement independent registered accountant firm named Donahue Associates, LLC, 27 Beach Road, Suite CO5A, Monmouth Beach, NJ 07750, as the Company’s new registered independent public accounting firm to audit the Company’s financial statements for the year ended March 31, 2010. We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our recent fiscal year or any later interim period.

 

Item 9A(T).  Controls and Procedures.


(a)      Evaluation of Disclosure Controls and Procedures.


We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.


As of the end of the reporting period, March 31, 2010, we carried out an evaluation, under the supervision and with the participation of our management, including the Company's Chairman and Chief Executive Officer/Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities  Exchange Act of 1934 (the "Exchange Act"),  which disclosure  controls  and  procedures  are  designed to insure that  information required to be  disclosed  by a company in the  reports  that it files under the Exchange Act is recorded, processed,  summarized and reported  within  required time periods specified by the SEC's rules and forms.


Based upon that evaluation, the Chairman  and the Chief  Financial  Officer  concluded  that our  disclosure controls  and  procedures  were effective  in timely  alerting  them to material information  relating  to the Company  required to be included in the  Company's period SEC filings.  However, the material information was untimely filed due to shortage of funds required to pay accountants, lawyers and edgar filing agents.


We filed this annual report on Form 10-K for the fiscal year ending March 31, 2009 late.  We filed our quarterly reports on Forms 10-Q for the periods ending June 30, 2009, September 30, 2009 and December 31, 2009 late.  We had insufficient funds to pay for accounting.


(b) Changes in Internal Control.


Subsequent   to  the  date  of  such   evaluation   as   described   in subparagraph(a)above, there were no changes in our internal controls  or other factors that could significantly  affect these controls,  including any corrective   action  with  regard  to  significant   deficiencies  and  material weaknesses.


(c) Limitations.


Our management, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud.  However, we believe that our disclosure controls and procedures are designed to provide reasonable assurance of achieving this objective.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.  


ITEM 9B.    Other Information.  


None




16



PART III


Item 10.  Directors, Executive Officers, and Corporate Governance


The  following  table sets  forth the  officers  and  directors  of the  Global Immune Technologies, Inc.


(a) Directors and Executive Officers


The following table sets forth the name, age, and position of each Director and Executive Officer of Global Immune Technologies Inc:


NAME

AGE

POSITION

Term of Office

 

 

 

 

Donald L. Perks

58

President, CEO,CFO, Director

8/15/05-Present


Donald L. Perks: President, CEO, CFO, Director - elected at AGM September 17, 2003 - resigned May 9, 2005 - reappointed August 15, 2005


There are no arrangements or understandings between the directors and officers of Global Immune Technologies, Inc. and any other person pursuant to which any director or officer was or is to be selected as a director or officer. In addition, there are no agreements or understandings for the officers or directors to resign at the request of another person and the above-named officers and directors are not acting on behalf of nor acting at the direction of any other person.


The following summary outlines the professional background of the directors and executive officers of the Company.


Donald Perks, President, CEO, CFO and member of the board of directors is an independent businessman and is a self-employed Business Consultant. Mr. Perks founded Canada Pay Phone and was active in the success of that company from 1994 to 2001. He has been actively managing Global Immune Technologies Inc. since 2003.


(b)

Identify Significant Employees.   None.


(c)

Family Relationships.  None known.


(d)

Involvement in Certain Legal Proceedings.  None of the Company’s directors, officers, promoters or control persons, if any, during the past five years was, to the best of the Company’s knowledge:


1.

A general partner or executive officer of a business that had a bankruptcy petition filed by or against it either at the time of the bankruptcy or within the two years before the bankruptcy;


2.

Convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);


3.

Subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and


4.

Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.


Audit Committee and Financial Expert:


The Company has no audit committee financial expert, as defined under Section 228.401, serving on its audit committee because it has no audit committee and is not required to have an audit committee because it is not a listed security as defined in Section 240.10A-3.  Accordingly, all material decisions affecting the Company's audited financial statements, periodic disclosure with the SEC and its relationship with its auditors are addressed by the entire Board of Directors.


Compliance with Section 16(a) of the Securities Exchange Act of 1934




17



Section  16(a) of the  Securities  Exchange Act of 1934 requires the  Company's directors  and  executive  officers, and  persons  who own more than 10% of the Company's Common Stock, to file with the Securities and Exchange  Commission initial reports of beneficial  ownership and reports of changes in beneficial ownership of Common Stock of the Company. Officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission  to furnish the Company with copies of all section  16(a) reports they file.  The company’s sole officer and director has not filed any Section 16 reports.


CODE OF ETHICAL CONDUCT.


On October 24, 2006, our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002.


Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:


$

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

$

Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us;

$

Compliance with applicable governmental laws, rules and regulations,

$

The prompt internal reporting to an appropriate person or persons indentified in the code of violations of our Code of Ethical Conduct; and

$

Accountability for adherence to the Code.


Item 11.  Executive Compensation.  


The following table shows compensation paid to our Executive Officers during the two fiscal periods ended March 31, 2010 and March 31, 2009.


SUMMARY COMPENSATION


Name
and
Principal
Position

Year



Salary
($)


Bonus
($)


Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensa-
tion
($)

Nonqualified
Deferred
Compensation
Earnings
($)

All
Other
Compensa-
tion
($)

Total
($)


(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Don Perks, Pres., CFO and Director (1)

2010

2009

24,456(1)

24,456(1)

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

24,456

24,456


(1) Don Perks’ annual compensation was $CDN 30,000 or US$24,456.


Grants of Plan-Based Awards


We made no grants from plans to any executive officer during the fiscal year ended March 31, 2010.


Outstanding Equity Awards at Fiscal Year-End


There were no outstanding equity awards to any executive officer at the end of the fiscal year ended March 31, 2010.




18



Option Exercises and Stock Vested


  

Options Awards

Stock Awards


Name

Number
of
Shares Acquired on
Exercise
(#)

Value
Realized
Upon
Exercise
($)

Number of
Shares
Acquired on
Vesting
(#)

Value
Realized
on
Vesting
($)

(a)

(b)

(c)

(d)

(e)

Don Perks, Director

-0-

-0-

-0-

-0-


Director Compensation


The Company has not established any policy concerning director compensation.  No directors received any compensation during the fiscal year ended March 31, 2010.


Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


Table 1 lists the persons who are known to the Company to be the owners of more than five percent of the Company’s equity shares according to the Company’s records as of March 31, 2010. Beneficial Ownership of more than 5% based on 16,195,645 common shares.


Beneficial Ownership of 5%.


(a) The following shareholders own five (5%) percent or more of our common stock.  


Shareholder Name and Address

Number of Shares

Percentage Ownership

 

Beneficially Owned

Beneficially Owned

 

Common Shares

Common Shares

Azimuth Corporation(1)

 

 

1st Floor Chancery Court

 

 

Provenciales

 

 

Turks & Cacos Island

1,000,000

6.2%

 

 

 

Capital Associates(2)

 

 

Avenida Jaime III, 25 1st Floor B

 

 

Palma de Mallorca

 

 

Spain

2,500,000

15.4%

 

 

 

J&J Rentals, Inc.(3)

 

 

1st Floor Chancery Court

 

 

Provenciales

 

 

Turks & Cacos Island

1,000,000

6.2%


Note:

(1)Christian Leurweg, is the natural person who has voting and dispositive control of the shares owned by Azimuth Corporation.

(2)Alejandro Bellapert, is the natural person who has voting and dispositive control of the shares owned by Capital Associates.

(3)Bob Bandfield, is the natural person who has voting and dispositive control of the shares owned by J&J Rentals, Inc.


(b)   Security Ownership of Management.  Based on 16,195,645 shares as set forth in (a) above as of March 31, 2010.


Table 2.

(1)

(2)

(3)

(4)

Title of Class

Name and Address  

Amount and Nature

Percent of Class

Common Stock

Donald Perks

 

 

 

45 Brown Street,

 

 

 

Sydney Mines, Nova Scotia

 

 

 

Canada

-0-

-0-




19




(c)Changes in Control.


The Company anticipates that compensation will be provided by the Company during the Company's next financial year to Donald Perks in conjunction with certain management and administrative services to be provided to the Company.  The form of payment may be common stock grants.

 

LONG TERM INCENTIVE PLANS - AWARDS IN MOST RECENTLY COMPLETED FINANCIAL YEAR


During its most recently completed financial year, and for the two previously completed financial years, the Company has not awarded or instituted any LTIPs in favor of its Named Executive Officers.


OPTIONS/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR


No individual grants of Options to purchase or acquire securities of the Company or any of its subsidiaries (whether or not in tandem with SARs) or any freestanding SARs were granted or were in effect and in favor of any of the Company's Named Executive Officers during the Company's most recently completed financial year.


AGGREGATE OPTIONS/SAR EXERCISES DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR AND FINANCIAL YEAR-END OPTION/SAR VALUE: None


DEFINED BENEFIT PLANS


The Company does not have, and at no time during its most recently completed financial year had, any defined benefit or actuarial plans in respect of which any of its Named Executive Officers were eligible to participate.


COMPENSATION OF THE COMPANY'S DIRECTORS: None


MANAGEMENT CONTRACTS: None


BOARD PRACTICES


The Board of Directors meets periodically to set policy and review the progress of the Company as well as review and approve budgets and expenditures.


The Directors of the Company are elected by the shareholders at each annual general meeting of the Company, or, in the event of a vacancy, they are appointed by the Board of Directors then in office, to serve until the next annual general meeting of the Company or until their successors are elected and ratified.


The Company's executive officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors.


Item 13.  Certain Relationships, Related Transactions and Director Independence.


(a)

Transactions with Management and Others.


Except as otherwise set forth in this report, no member of management, executive officer, director, nominee for a director or security holder who is known to the Company to own of record or beneficially more than five percent of any class of the Company’s voting securities, nor any member of the immediate family of any of the foregoing persons, has had any direct or indirect material interest in any transaction to which the Company was or is to be a party.


Mr. Perks annual salary has been set as $24,456 (CND$ 30,000). This salary has been and will continue to be treated as contributed services reflected as a component of additional paid in capital.


Corporate offices were provided by Donald Perks, the Company’s sole officer and director for fiscal years 2010 and 2009.  For fiscal years 2010 and 2009, the office rent was not accounted for as a payable to Mr. Perks, but rather as additional paid in capital.


Donald Perks paid certain payables on behalf of the Company the net of $ NIL and $ NIL during the fiscal years ending March 31, 2010 and March 31, 2009, respectively, in order to settle outstanding Company obligations.




20



Except as otherwise set forth in this report, no member of management, executive officer, director, nominee for a director or security holder who is known to the Company to own of record or beneficially more than five percent of any class of the Company’s voting securities, nor any member of the immediate family of any of the foregoing persons, has had any direct or indirect material interest in any transaction to which the Company was or is to be a party.  


(b)

Certain Business Relationships.


Except as set forth in (a) above, and to the knowledge of management, or as previously filed in the Company’s periodic reports, no director or nominee for director is or has been related to any person who has been a party to any transaction with the Company.


(c)

Indebtedness of Management.


No member of the Company’s management is or has been indebted to the Company since the beginning of its last fiscal year.


(d)

Transactions with Promoters.  None known.


DIRECTOR INDEPENDENCE


The Board has determined that we do not have a majority of independent directors as that term is defined under Rule 4200(a) (15) of the Nasdaq Marketplace Rules, even though such definition does not currently apply to us, because we are not listed on Nasdaq.


MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS


We presently have no Board committees. Until further determination, the full Board will undertake the duties of the audit committee, compensation committee and nominating committee. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place.

 

The Company does not currently have a process for security holders to send communications to the Board.

  

Item 14.

Principal Accounting Fees and Services.


The Company paid or accrued the following fees in each of the prior two fiscal years to its principal accountant.  


 

 

Year End 3-31-10

 

Year End 3-31-09

 

 

 

 

 

Audit Fees

$

 7,500

$

5,000

Audit-related Fees

 

-

 

-

Tax Fees

 

-

 

-

All other fees

 

-

 

-

Total Fees

$

 7,500

$

5,000


AUDIT FEES. Audit fees consist of fees billed for professional services rendered for the audit of the Company's consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the Company's principal accountants in connection with statutory and regulatory filings or engagements.


AUDIT-RELATED FEES. Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2010 or 2009.


TAX FEES. Tax fees are fees billed for professional services for tax compliance, tax advice and tax planning.


ALL OTHER FEES. All other fees include fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2010 or 2009.


Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors




21



The Company currently does not have a designated Audit Committee, and accordingly, the Company's Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Company's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.


To our knowledge, the Company's principal accountant during the fiscal year ending March 31, 2010 did not engage any other persons or firms other than the principal accountant's full-time, permanent employees.


Item 15.

Exhibits and Financial Statement Schedules


(a) Exhibits



31

Chief Executive Officer-Section 302 Certification pursuant to Sarbanes-Oxley Act.

32

Chief Executive Officer-Section 906 Certification pursuant to Sarbanes-Oxley Act.



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


November 12, 2010


Global Immune Technologies, Inc.




/s/ Donald Perks              

By:

Title: President

Chief Executive Officer (CEO)

Chief Financial Officer (CFO)

Principal Accounting Officer(PAO)



In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


November 12, 2010




/s/ Donald Perks               

Donald Perks, CEO, CFO,PAO Director










22



Management's Report on Internal Control Over Financial Reporting


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that:


* pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;


* provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and


* provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


Management assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2010. In making this assessment, management used the criteria established in "Internal Control-Integrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


Based on this assessment, management believes that, as of March 31, 2010, the Company's internal control over financial reporting is effective.

 

There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.





F-1



DONAHUE ASSOCIATES, LLC

Certified Public Accountants

27 Beach Road Suite CO5A

Monmouth Beach, NJ 07750

Tel. 732-229-7723


                          Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of Global Immune Technologies, Inc.


We have audited the accompanying balance sheets of Global Immune Technologies, Inc. as of March 31, 2010 and March 31, 2009 and the related statements of operations and changes in shareholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of management.  Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audits 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 consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes, examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements present fairly, in all material respects, the financial position of Global Immune Technologies, Inc. at March 31, 2010 and March 31, 2009, and the results of its operations, cash flows, and changes in shareholders’ equity for the years then ended in conformity with accounting principles generally accepted in the United States of America. 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 audits.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also discussed in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Donahue Associates LLC



Donahue Associates LLC

Monmouth Beach, New Jersey

September 16, 2010






















F-2






Global Immune Technologies, Inc.

(A Development Stage Company)

Balance Sheets

As of March 31, 2010, March 31, 2009, and March 31, 2008







LIABILITIES & SHAREHOLDERS' DEFICIT

 

March 31, 2010

 

March 31, 2009

 

March 31, 2008

 

 

 

 

 

 

 

  Current liabilities:

 

 

 

 

 

 

     Accounts payable & accrued expenses

$

143,036

$

106,956

$

106,956

     Due to related parties

 

611,774

 

586,834

 

533,433

         Total Current Liabilities

$

754,810

$

693,790

$

640,389

 

 

 

 

 

 

 

  Shareholder's  Deficit:

 

 

 

 

 

 

Authorized 500 million shares, issued and outstanding, no par value 16,195,645 outstanding at March 31, 2010 and March 31, 2009

$

3,465,526

$

3,465,526

$

3,465,526

     Accumulated deficit- development stage

 

(4,224,878)

 

(4,163,858)

 

(4,110,457)

     Accumulated comprehensive gain

 

4,542

 

4,542

 

4,542

Total Shareholders' Deficit

 

(754,810)

 

(693,790)

 

(640,389)

 

 

 

 

 

 

 

Total Liabilities & Shareholders' Deficit

$

0

$

0

$

0

 

 

 

 

 

 

 

Please see the notes to the financial statements.

















F-3



Global Immune Technologies, Inc.

(A Development Stage Company)

Statements of Operations

For the Years Ended March 31, 2010, March 31, 2009, and March 31, 2008

and from April 1, 1999 to March 31, 2010



 

 

 

 

 

 

 

 

 

 

 

 

From April 1, 1999

 

 

 

 

 

 

March 31, 2010

 

March 31, 2009

 

March 31, 2008

 

to March 31, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

General & administrative expenses:

 

 

 

 

 

 

 

 

 

 Management fees

 

 

 

$

27,000

$

26,685

$

27,000

$

167,383

 Professional fees

 

 

 

 

36,080

 

17,400

 

97,796

 

444,822

 Travel & entertainment

 

 

 

-

 

3,498

 

1,503

 

3,498

 Transfer agent & filing fees

 

 

 

-

 

3,000

 

5,503

 

3,000

 Foreign currency gain (loss)

 

 

 

(2,060)

 

2,818

 

-

 

758

 Rent expense

 

 

 

 

-

 

-

 

-

 

74,177

 General administration

 

 

 

-

 

-

 

-

 

312,934

 Office supplies and sundry expenses

 

 

-

 

-

 

2,472

 

121,349

 Consulting expense

 

 

 

 

-

 

-

 

-

 

125,498

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before other income (expense)

 

 

(61,020)

 

(53,401)

 

(134,274)

 

(1,253,419)

 

 

 

 

 

 

 

 

 

 

 

 

 

 Deferred expenses written off

 

 

 

-

 

-

 

-

 

(318,404)

 Forgiveness of debt

 

 

 

 

-

 

-

 

-

 

145,450

 Gain on sale of mineral rights

 

 

 

-

 

-

 

-

 

110,859

 Legal settlement

 

 

 

 

-

 

-

 

-

 

129,031

 Other write offs

 

 

 

 

-

 

-

 

-

 

(607,353)

 Translation adjustment

 

 

 

-

 

-

 

-

 

(187,015)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from continuing operations

 

 

(61,020)

 

(53,401)

 

(134,274)

 

(1,980,851)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from discontinued operations

 

 

-

 

-

 

-

 

(193,075)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

$

(61,020)

$

(53,401)

$

(134,274)

$

(2,173,926)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic & diluted loss per share

 

 

$

0.00

$

0.00

$

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average of common shares outstanding

 

16,195,645

 

16,195,645

 

16,195,645

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Please see the notes to the financial statements.




F-4



Global Immune Technologies, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the Years Ended March 31, 2010, March 31, 2009, and March 31, 2008

and from April 1, 1999 to March 31, 2010






 

 

 

March 31,

 

March 31,

 

March 31,

 

From April 1, 1999

 

 

 

2010

 

2009

 

2008

 

to March 31, 2010

 

Operating activities:

 

 

 

 

 

 

 

 

 

  Net loss

$

   (61,020)

$

  (53,401)

$

   (134,274)

$

               (2,173,926)

 

  Adjustments to reconcile net loss items

 

 

 

 

 

 

 

 

 

    not requiring the use of cash:

 

 

 

 

 

 

 

 

 

     Consulting fees & services expense

 

-

 

-

 

-

 

                       89,371

 

     Translation adjustment

 

-

 

-

 

            818

 

                    187,015

 

 

 

 

 

 

 

 

 

 

 

  Accounts payable

 

     36,080

 

-

 

       88,792

 

                    143,036

 

  Due to related parties

 

     24,940

 

    53,401

 

       44,664

 

                    611,774

 

Net cash used by operations

 

-

 

-

 

-

 

               (1,142,730)

 

 

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

  Private placement

 

-

 

-

 

-

 

                     229,775

 

  Stock options exercised

 

-

 

-

 

-

 

                    450,508

 

  Debentures converted

 

-

 

-

 

-

 

                    165,477

 

Net cash provided by financing activities

 

-

 

-

 

-

 

                    845,760

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash during the period

 

-

 

-

 

-

 

                (296,970)

 

 

 

 

 

 

 

 

 

 

 

Cash balance at beginning of fiscal period

 

-

 

-

 

-

 

                    296,970

 

 

 

 

 

 

 

 

 

 

 

Cash balance at end of fiscal period

$

-

$

-

$

-

$

                                     -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

     Interest paid during the year

$

-

$

-

$

-

$

-

 

     Income taxes paid during the year

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Please see the notes to the financial statements.





F-5



Global Immune Technologies, Inc.

(A Development Stage Company)

Statements of Shareholders’ Deficit

From April 1, 1999 to March 31, 2010




 

 

 

 

 

 

Development

 

Accumulated

 

 

 

 

Common

 

Paid

 

Stage

 

Comprehensive

 

 

 

 

Shares

 

In Capital

 

Deficit

 

Income

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 1999

 

3,029,415

$

2,137,247

$

(2,050,952)

$

-

$

86,295

 

 

 

 

 

 

 

 

 

 

 

Exchanged shares for debt

 

838,679

 

108,302

 

-

 

-

 

108,302

Private placement

 

1,000,000

 

210,532

 

-

 

-

 

210,532

Stock options exercised

 

2,563,474

 

399,260

 

-

 

-

 

399,260

Net loss for the fiscal year

 

 

 

(563,508)

 

 

(563,508)

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2000

 

7,431,568

 

$2,855,341

 

($2,614,460)

 

-

 

$240,881

 

 

 

 

 

 

 

 

 

 

 

Net loss for the fiscal year

 

 

 

(253,077)

 

 

(253,077)

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2001

 

7,431,568

 

2,855,341

 

(2,867,537)

 

-

 

(12,196)

 

 

 

 

 

 

 

 

 

 

 

Reverse stock split (5 for 1)

 

(5,945,252)

 

-

 

-

 

-

 

-

Stock options exercised

 

497,329

 

51,248

 

-

 

-

 

51,248

Private placement

 

150,000

 

19,242

 

-

 

-

 

19,242

Issued shares for acquisition

 

2,675,000

 

1

 

-

 

-

 

1

Issued shares for assignment of agreement

 

2,000,000

 

175,098

 

-

 

-

 

175,098

Exchanged shares for debt

 

400,000

 

10,262

 

-

 

-

 

10,262

Debentures converted to shares

 

6,450,000

 

165,477

 

-

 

-

 

165,477

Net loss for the fiscal year

 

 

 

(613,406)

 

 

(613,406)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



F-6




 

 

 

 

 

 

Development

 

Accumulated

 

 

 

 

Common

 

Paid

 

Stage

 

Comprehensive

 

 

 

 

Shares

 

In Capital

 

Deficit

 

Income

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2002

 

13,658,645

$

3,276,669

$

(3,480,943)

$

-

$

(204,274)

 

 

 

 

 

 

 

 

 

 

 

Issued stock for services

 

137,000

 

8,485

 

-

 

-

 

8,485

Net loss for the fiscal year

 

 -

 

 -

 

(79,105)

 

 -

 

(79,105)

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2003

 

13,795,645

 

3,285,154

 

(3,560,048)

 

-

 

(274,894)

 

 

 

 

 

 

 

 

 

 

 

Issued stock for services

 

2,400,000

 

55,430

 

-

 

-

 

55,430

Net loss for the fiscal year

 

 -

 

 -

 

(106,831)

 

 -

 

(106,831)

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2004

 

16,195,645

 

3,340,584

 

(3,666,879)

 

-

 

(326,295)

 

 

 

 

 

 

 

 

 

 

 

Net loss for the fiscal year

 

-

 

-

 

(140,582)

 

-

 

(140,582)

Currency translation adjustment

 

 -

 

99,486

 

 -

 

(1,790)

 

97,696

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2005

 

16,195,645

 

3,440,070

 

(3,807,461)

 

(1,790)

 

(369,181)

 

 

 

 

 

 

 

 

 

 

 

Contribution of services

 

-

 

25,456

 

-

 

-

 

25,456

Net loss for the fiscal year

 

-

 

-

 

(94,957)

 

-

 

(94,957)

Currency translation adjustment

 

 -

 

 -

 

 -

 

(4,018)

 

(4,018)

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2006

 

16,195,645

 

3,465,526

 

(3,902,418)

 

(5,808)

 

(442,700)

 

 

 

 

 

 

 

 

 

 

 

Net loss for the fiscal year

 

-

 

-

 

(73,765)

 

-

 

(73,765)

Currency translation adjustment

 

 -

 

 -

 

 -

 

9,532

 

9,532

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2007

 

16,195,645

 

3,465,526

 

(3,976,183)

 

3,724

 

(506,933)

 

 

 

 

 

 

 

 

 

 

 



F-7




 

 

 

 

 

 

Development

 

Accumulated

 

 

 

 

Common

 

Paid

 

Stage

 

Comprehensive

 

 

 

 

Shares

 

In Capital

 

Deficit

 

Income

 

Total

 

 

 

 

 

 

 

 

 

 

 

Net loss for the fiscal year

 

-

$

-

$

(134,274)

$

-

$

(134,274)

Currency translation adjustment

 

 -

 

 -

 

 -

 

818

 

818

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2008

 

16,195,645

 

3,465,526

 

(4,110,457)

 

4,542

 

(640,389)

 

 

 

 

 

 

 

 

 

 

 

Net loss for the fiscal year

 

 -

 

 -

 

(53,401)

 

 -

 

(53,401)

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2009

 

16,195,645

 

3,465,526

 

(4,163,858)

 

4,542

 

(693,790)

 

 

 

 

 

 

 

 

 

 

 

Net loss for the fiscal year

 

 -

 

 -

 

(61,020)

 

 -

 

(61,020)

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2010

 

16,195,645

$

3,465,526

$

(4,224,878)

$

4,542

$

(754,810)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Please see the notes to the financial statements.



F-8



Global Immune Technologies, Inc.

(A Development Stage Company)

Notes to the Financial Statements

For the Years Ended March 31, 2010 and March 31, 2009



 Organization of the Company and Significant Accounting Principles


Global Immune Technologies, Inc. (“the Company”) was incorporated in 1985 as a British Columbia corporation.  During the fiscal year ended in 2007, the Company re-domiciled to the State of Wyoming.  Its business office is located in Sydney Mines, Nova Scotia.  The Company is considered a public shell company, with administrative expenses being its only operations.


Development Stage Company- the Company qualifies for treatment as an Development Stage company as per Statement of Financial Accounting Standards (SFAS) No. 7.  As per SFAS No.7, financial transactions are accounted for as per generally accepted accounted principles.  Costs incurred during the development stage are accumulated in “accumulated deficit- development stage” and are reported in the Stockholders’ Equity section of the balance sheet.


Use of Estimates- The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make reasonable estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the financial statements and for the period they include.  Actual results may differ from these estimates.


Fair Values of Financial Instruments- The fair value of financial instruments includes accounts payable and accrued liabilities, and is estimated to approximate their carrying values at March 31, 2010 and March 31, 2009.


Income taxes- The Company accounts for income taxes in accordance with generally accepted accounting principles which requires an asset and liability approach to financial accounting and reporting for income taxes.  Deferred income tax assets and liabilities are computed annually for differences between financial statement and income tax bases of assets and liabilities that will result in taxable income or deductible expenses in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amount expected to be realized.  Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities.


The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities.  It also provides guidance for de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  As of March 31, 2010, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.  All tax returns from fiscal years 2007 to 2010 are subject to IRS audit.


Basic and Diluted Net Income (Loss) Per Share- Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the years. Diluted net income (loss) per share gives effect to all potentially dilutive common shares equivalents outstanding during the years.


The Company has no options or warrants or other dilutive securities and therefore no dilutive potential shares are outstanding for the years ended March 31, 2010 and March 31, 2009.


Foreign Currency Translation- The Company’s functional currency is the U.S. dollar.  Transactions in Canadian dollars are translated into U.S. dollars as follows:


1.

monetary items at the rate prevailing at the balance sheet date;

2.

non-monetary items at the historical exchange rate;

3.

revenue and expense at the average rate in effect during the applicable accounting period.


Gains and losses on translation are recorded in the statement of operations.



F-9



Recent Accounting Pronouncements-


Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820” and formerly referred to as FAS-157), establishes a framework for measuring fair value in GAAP, clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. ASC 820 is effective for fiscal years beginning after November 15, 2007. ASC 820-10-65, Transition and Open Effective Date Information, deferred the effective date of ASC 820, for non-financial assets and liabilities that are not on a recurring basis recognized or disclosed at fair value in the financial statements, to fiscal years, and interim periods, beginning after November 15, 2008. The Company has adopted the guidance within ASC 820 for non-financial assets and liabilities measured at fair value on a nonrecurring basis at January 1, 2009 and will continue to apply its provisions prospectively from January 1, 2009. The application of ASC 820 for non-financial assets and liabilities did not have a significant impact on earnings nor the financial position of the Company.

 

FASB ASC 810, Consolidation (“ASC 810”), ASC 810-10-65, Transition and Open Effective Date Information (“ASC 810-10-65” and formerly referred to as FAS-160) establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated financial statements. ASC 810-10-65 is effective for fiscal years beginning after December 15, 2008. The application of ASC 810-10-65 did not have a significant impact on earnings nor the financial position of the Company.

 

FASB ASC 855, Subsequent Events (“ASC 855” and formerly referred to as FAS-165), modified the subsequent event guidance. The three modifications to the subsequent events guidance are: 1) To name the two types of subsequent events either as recognized or non-recognized subsequent events, 2) To modify the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statement are issued or available to be issued and 3) To require entities to disclose the date through which an entity has evaluated subsequent events and the basis for that date, i.e. whether that date represents the date the financial statements were issued or were available to be issued. The adoption of FASB ASC 855, did not have a material affect on the Company’s financial position.


Going Concern


The accompanying financial statements have been presented in accordance with generally accepted accounting principals, which assume the continuity of the Company as a going concern.  However, the Company has incurred losses since its inception and has no business operations and continues to rely on financing and the issuance of shares and warrants to raise capital to fund its business operations.


Management’s plans with regard to this matter are as follows:


Management has plans to seek additional capital through debt, and private and public offerings of its common stock.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company is currently evaluating certain properties in the resource sector and intellectual properties in the high technology sector. The Company is also talking to certain funds and/or individuals to ensure funding for these projects by way of a private placement or some form of equity and/or debt financing.  The Company does expect to enter in to an agreement with one or more of these ventures within ninety days or alternatively by mid January 2011.




F-10



3. Income Taxes


Provision for income taxes is comprised of the following:

 

31-Mar-10

 

31-Mar-09

 

 

 

 

 

Net loss

$

(61,020)

$

(53,401)

 

 

 

 

 

Current tax expense:

 

 

 

 

  Federal

$

-

$

-

  State

 

-

 

-

  Total

 

-

 

-

       

 

 

 

 

Less deferred tax benefit:

 

 

 

 

  Timing differences

 

(461,646)

 

(440,899)

  Allowance for recoverability

 

461,646

 

440,899

  Provision for income taxes

$

-

$

-

       

 

 

 

 

A reconciliation of provision for income taxes at the statutory rate to provision for income taxes at the Company's effective tax rate is as follows:

 

 

 

         

 

 

 

 

Statutory U.S. federal rate

 

34%

 

34%

Statutory state and local income tax

 

10%

 

-34%

Less allowance for tax recoverability

 

-44%

 

0%

Effective rate

 

0%

 

 

 

 

 

 

 

Deferred income taxes are comprised of the following:

 

 

 

 

 

 

 

 

 

Timing differences

$

461,646

$

440,899

Allowance for recoverability

 

(461,646)

 

(440,899)

Deferred tax benefit

$

-

$

-

 

 

 

 

 

Note:  The deferred tax benefits arising from the timing differences expires in fiscal years 2020 through 2030 and may not be recoverable upon the purchase of the Company under current IRS statutes.


In addition, at March 31, 2010, the Company had approximately $744,000 (expressed in U.S. dollars) of unused Canadian net operating loss carry-forwards for Canadian income tax purposes, which expire fully by 2030.


Management is unable to determine that it more likely than not that the Company will generate profitable operations to benefit from the deferred tax aspect of its income tax loss carry-forwards for either U.S. or Canadian income tax purposes, and has fully allowed for the deferred tax asset so that no value is reflected in the financial statements regardless of their time of expiration.  The amount of this allowance has increased each fiscal year so that no deferred tax asset has been reflected in the Company’s financial statements.


4. Litigation


The Company is not party to any pending litigation against it and is not aware of any litigation contemplated against it at March 31, 2010.



F-11




Related Party Transactions


During the year ended March 31, 2010, the Company had the following transactions with related parties in the normal course of business. Related party transactions are recorded at their exchange amount, which is the amount of consideration paid or received as established and agreed to between the related parties.  The exchange amount is negotiated, established and agreed to by the related parties as if they were dealing at arm’s length.


The amounts due to related parties at March 31, 2010 and 2009 are to the following:


 

2010

2009

 

 

 

 

 

the Company’s sole officer and director

$

166,025

$

141,085

significant shareholders

 

428,513

 

428,513

another related party

 

  17,236

 

 17,236

 

 

 

 

 

 

$

611,774

$

586,834


All amounts are unsecured and interest free with no specific terms of repayment.


6. Commitments & Contingencies


The Company has agreed to pay its president and sole director a management fee of approximately $2,225 ($2,500 CDN) per month.  No payments have been paid to date.


7. Concentrations of Credit


The Company’s transactions are substantially denominated in Canadian dollars, giving rise to exposure to market risks from changes in foreign currency rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.


The Company heavily relies upon the efforts of the Company’s president.  A withdrawal of the president’s efforts would have a material adverse affect on the Company’s financial condition.


8. Subsequent Events


The Company has made a review of material subsequent events from March 31, 2010 through the date of this report and found no material subsequent events reportable during this period.






F-12