United States

Securities and Exchange Commission

 Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ending December 31, 2012

 

£ 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.)

 

2809 Great Northern Loop, Suite 100, Missoula, MT	59808-1749
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code:

406-322-3844

 

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

 

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

 

Large accelerated filer ¨ Accelerated file ¨ 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 ¨ No x

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by the court. Yes £ No £ N/A

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of December 31, 2012 we had 26,290,153 shares of common stock issued and outstanding.

 

 

Table of Contents

 

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures about Market Risk	16
Item 4. Controls and Procedures	16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	18
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	18
Item 3. Defaults upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	19
Item 6. Exhibits	19
Signatures	20

 

  

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

  

Global Immune Technologies, Inc.

(A Development Stage Company)

Balance Sheets

As of December 31, 2012 and March 31, 2012

 

		31-Dec-12				31-Mar-12
ASSETS
Current assets:
Cash		$	20,130			$	0
Total Current Assets		$	20,130			$	0
Total Assets		$	20,130			$	0
LIABILITIES & SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable & accrued expenses		$	231,503			$	218,054
Due to related parties			905,886				697,386
Total Current Liabilities		$	1,137,389			$	915,440
Shareholder's Deficit:
Authorized Unlimited shares, issued and outstanding, no par value 26,290,153 outstanding at December 31, 2012 and 23,890,153 at March 31, 2012		$	3,548,271			$	3,542,471
Accumulated deficit- development stage			(4,670,072	)			(4,462,453	)
Accumulated comprehensive gain			4,542				4,542
Total Shareholders' Deficit			(1,117,259	)			(915,440	)
Total Liabilities & Shareholders' Deficit		$	20,130			$	0

 

Please see the notes to the financial statements.

 

 

Global Immune Technologies, Inc.

(A Development Stage Company)

Statements of Operations

For the Nine Months and Quarters Ended December 31, 2012 and

December 31, 2011 and from April 1, 1999 to December 31, 2012

 

		9 Mos.				9 Mos.				3 Mos.				3 Mos.				From April 1, 1999
		31-Dec-12				31-Dec-11				31-Dec-12				31-Dec-11				to December 31, 2012
General & administrative expenses:
Management fees		$	65,062			$	22,500			$	54,729			$	7,500			$	292,445
Professional fees			28,125				0				28,125				0				545,620
Travel & entertainment			16,619				0				16,619				0				20,117
Transfer agent & filing fees			7,847				0				7,847				0				15,503
Automobile expense			6,257				0				6,257				0				6,257
Foreign currency gain (loss)			0				0				0				0				758
Rent expense			0				0				0				0				74,177
General administration			23,928				0				23,928				0				360,163
Office supplies and sundry expenses			13,315				0				13,315				0				134,664
Consulting expense			46,466				0				46,466				0				248,909
Net loss before other income (expense)		$	(207,619	)		$	(22,500	)		$	(197,286	)		$	(7,500	)		$	(1,698,613	)
Deferred expenses written off			0				0				0				0				(318,404	)
Forgiveness of debt			0				0				0				0				145,450
Gain on sale of mineral rights			0				0				0				0				110,859
Legal settlement			0				0				0				0				129,031
Other write offs			0				0				0				0				(607,353	)
Translation adjustment			0				0				0				0				(187,015	)
Net loss from continuing operations		$	(207,619	)		$	(22,500	)		$	(197,286	)		$	(7,500	)		$	(2,426,045	)
Net loss from discontinued operations			0				0				0				0				(193,075	)
Net loss		$	(207,619	)		$	(22,500	)		$	(197,286	)		$	(7,500	)		$	(2,619,120	)
Basic & diluted loss per share		$	(0.01	)		$	(0.00	)		$	0.00			$	0.00
Weighted average of common shares outstanding			24,117,890				23,890,153				23,890,153				23,890,153

 

Please see the notes to the financial statements.

 

 

Global Immune Technologies, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the Nine Months Ended December 31, 2012 and December 31, 2011 and

From April 1, 1999 to December 31, 2012

 

										From April 1, 1999
		31-Dec-12				31-Dec-11				to December 31, 2012
Operating activities:
Net loss		$	(207,619	)		$	(22,500	)		$	(2,619,120	)
Adjustments to reconcile net loss items not requiring the use of cash:
Consulting fees & services expense			0				0				166,316
Translation adjustment			0				0				187,015
Accounts payable			13,449				0				231,503
Due to related parties			208,500				22,500				905,886
Net cash used by operations		$	14,330			$	0			$	(1,128,400	)
Financing activities:
Private placement		$	5,800			$	0			$	235,575
Stock options exercised			0				0				450,508
Debentures converted			0				0				165,477
Net cash provided by financing activities			5,800				0				851,560
Net increase (decrease) in cash during the period		$	20,130			$	0				(276,840	)
Cash balance at beginning of fiscal year			0				0				296,970
Cash balance at end of period		$	20,130			$	0			$	20,130
Supplemental disclosures of cash flow information:
Interest paid during the year		$	0			$	0
Income taxes paid during the year		$	0			$	0

 

Please see the notes to the financial statements.

 

 

Global Immune Technologies, Inc.

(A Development Stage Company)

Statements of Shareholders’ Equity

From April 1, 1999 to December 31, 2012

 

										Development				Accumulated
		Common								Stage				Comprehensive
		Shares				Equity				Deficit				Income				Total
Balance at March 31, 1999			3,029,415			$	2,137,247			$	(2,050,952	)		$	0			$	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	)		$	0			$	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	)		$	0			$	(12,196	)
Reverse stock split (5 for 1)			(5,945,252	)															0
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	)
Balance at March 31, 2002			13,658,645			$	3,276,669			$	(3,480,943	)		$	0			$	(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	)		$	0			$	(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	)		$	0			$	(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	)

 

 

										Development				Accumulated
		Common								Stage				Comprehensive
		Shares				Equity				Deficit				Income				Total
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	)
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	)
Issued shares to consultants			7,694,508				76,945												76,945
Net loss for the fiscal year											(172,433	)							(172,433	)
Balance at March 31, 2011			23,890,153			$	3,542,471			$	(4,397,311	)		$	4,542			$	(850,298	)
Net loss for the fiscal year											(65,142	)							(65,142	)
Balance at March 31, 2012			23,890,153			$	3,542,471			$	(4,462,453	)		$	4,542			$	(915,440	)
Issuance of common stock			2,400,000				5,800												5,800
Net loss for the period											(207,619	)							(207,619	)
Balance at September 30, 2012			26,290,153			$	3,548,271			$	(4,670,072	)		$	4,542			$	(1,117,259	)

 

Please see the notes to the financial statements.

 

 

Global Immune Technologies, Inc.

(A Development Stage Company)

Notes to the Financial Statements

For the Nine Months Ended December 31, 2012 and December 31, 2011

 

1.

Organization of the Company and Significant Accounting Principles

 

Global Immune Technologies, Inc. (“the Company”) (formerly Secureview Systems, Inc.) 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 Missoula, MT. The Company is considered a Development Stage company, with administrative expenses being its only operations.

 

The Company is considered a development stage company in accordance with the Statement of Financial Accounting Standards No. 7, “Accounting and Reporting for Development Stage Enterprises” (codified in ASC Topic 915, “Development Stage Entities”).

 

Use of Estimates- The preparation of the consolidated 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.

 

Income taxes- The Company accounts for income taxes in accordance with generally accepted accounting principles which require 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 derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2012 and December 31, 2011, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2008 to 2011 are subject to IRS audit.

 

 

Global Immune Technologies, Inc. is a Development Stage Company emerging as a holding company of an American-based food distribution company serving direct delivery to the customer at their homes. The food items are sold by telemarketing to the customer and delivered by our own trucks to homes on a scheduled basis. Customers can choose their new order items via the Internet. Items are packed in individual portions at our food processing plants and frozen for freshness. We offer meat, chicken and seafood as well as other food products. These other items are name brand canned and jarred foods like Mott’s Apple Sauce, Dole Pineapple, Jiff peanut butter, tinned tuna fish & salmon and the like.

 

2.

Going Concern Discussion

 

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.  The Company has no cash and relies upon the support of certain shareholders to pay its bills. The Company has incurred net losses since its inception and currently has no revenues to support its operations.

 

These factors raise doubt as to the Company’s ability to continue as a going concern.

 

Global Immune Technologies, Inc. will form a joint-venture company as a master licensee of SRC from Montreal, Quebec and be the licensor to America. The Company will invest in marketing and food distribution facilities to mirror the licensor in Quebec. Company management is aware of opportunities for investment in Vermont, Florida, Texas and in several of the major US markets. Acquisitions and operations will be conducted by experienced and skilled managers.

 

Operations in Vermont will serve the Buffalo, NY area to Boston, MA and the resulting areas north and south of that line, excluding NYC and Philadelphia metro areas giving us market potential of 40 million people. We anticipate $25 million in annual sales by the end of 2014 with an estimated pre-tax profit of 18%.

 

SRC Food Concept of America will invest in Vermont initially and expand into other US markets as they make sense. Florida being the most likely expansion market since many well-established snow-bird customers from Quebec winter in Florida. Our quality and service will continue to grow and as that reputation expands so we will grow the company. Even as our reputation comes from our high-quality meat, our excellent customer service allows us to satisfy the customer’s needs and to let them enjoy the high quality of our convenient products.

 

 

3.

Net Loss per Share

 

Basic net loss per share has been computed based on the weighted average of common shares outstanding during the years.

 

		31-Dec-12				31-Dec-11
Net loss		$	(207,619	)		$	(22,500	)
Weighted average shares outstanding			24,117,890				23,890,153
Basic & diluted loss per share		$	(0.01	)		$	(0.00	)

 

4.

Related Party Transactions

 

The following table summarizes the related party payables owed by the Company to certain officers and shareholders.

 

		31-Dec-12				31-Mar-12
Don Perks- former president		$	225,755			$	225,755
Jeff Bruhjell- secretary & CFO			5,833				0
Serge Talon- president			667				0
Quebec Inc- warrant holder			202,000				0
Arcas Corp Mgt- shareholder			415,374				415,374
Biaverde Investments- shareholder			39,021				39,021
Naaeem Tyab- shareholder			17,236				17,236
Total related party payables		$	905,886			$	697,386

 

 

5.

Common Stock and Warrant Transactions

 

In December 2012, the Company issued 2,400,000 shares of common stock and received proceeds of $5,800.

 

On September 28, 2012 we issued a warrant to a related party, Quebec Inc, in consideration of an advance of $73,000. One warrant is for 3,650,000 shares of Common Stock at an exercise price of $0.02 expiring on September 28, 2013 and if exercised prior to expiration an “exploding” warrant for 1,825,000 at an exercise price of $0.20 expiring on September 28, 2014.

 

On December 4, 2012 we issued a warrant to a related party, Quebec Inc, in consideration of an advance of $129,000. One warrant is for 10,425,000 shares of Common Stock at an exercise price of $0.02 expiring on December 4, 2013 and if exercised prior to expiration an “exploding” warrant for 5,212,500 at an exercise price of $0.25 expiring on December 4, 2014.

 

All warrants granted are recorded at fair value using a generally accepted warrant pricing model at the date of the grant.  For purposes of determining the warrant value at issuance, the fair value of each warrant granted is measured at the date of the grant by the warrant pricing model with the following assumptions:

 

Dividend yield			0.00	%
Risk free interest rate			1.00	%
Volatility			25.00	%

 

The fair values generated by warrant pricing model may not be indicative of the future values, if any, that may be received by the option holder. The fair value of the warrants issued generated by the warrant pricing model was zero at the date of the grant.

 

The following is a summary of common stock warrants outstanding at December 31, 2012.

 

						Exercise Price				Years to Maturity
Balance at March 31, 2012			0
Issues			14,075,000
Exercises			0
Expired			0
Balance at December 31, 2012			14,075,000			$	0.02				0.88

 

 

6.

Subsequent Events

 

In January 2013, Quebec exercised 3,650,000 warrants at $0.02 per share in lieu of the $73,000 advance discussed in Note 5. The company issued a further 1,825,000 warrants at an exercise price of $0.20 per warrant expiring in September 2014.

 

    

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

FORWARD-LOOKING STATEMENT NOTICE:

 

This quarterly report on Form 10-Q and our future filings with the Securities and Exchange Commission contain 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-Q 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 Quarterly Report on Form 10-Q. 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.

 

Overview

 

(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.

 

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.

  

 

On December 20th, 2010, the Company entered into an agreement by and between MID ATLANTIC CAPITAL ASSOCIATES SL, a Spanish company (the “Assignor”) Assignor is the legal and beneficial owner of an Agreement dated 11 October 2010 with an addendum dated 24 November 2010 both made with INSTITUTE FOR APPLIED TECHNOLOGY, (“IAT”) of Germany and owner and developer of certain solar energy collector technology and related inventions and products and know-how and patents pending; Consideration for assignment of the Agreement shares of Company Common Stock (the “Shares”) were paid to Assignor the sum of 1,000,000 Shares; IAT was to give a license regarding the Technology to RENON GmbH, a recently formed wholly-owned subsidiary of IAT as part of the consideration for share issuance of 92,000,000 to IAT.

 

On March 20, 2012 the agreement for a joint venture was rescinded along with the cancellation of the 92,000,000 common shares issued for the purchase and JV.

 

On December 3, 2012 we announced the results of a Special Meeting of Shareholders held by 61.5% of the then issued shareholders as of the Record Date September 20, 2012 formally cancelling the share issuance and IAT purchase and Joint Venture pursuant to Wyoming Revised Statutes 17-16-1108 & 17-16-111(c) among others, and cancel them pursuant to WRS 17-16-603(a) and declining to confer voting rights per WRS 17-18-306.

 

(c) Current Business of the Issuer

 

Global Immune Technologies, Inc. is a Development Stage Company and consequently is subject to the risks associated with development stage companies, including the need for additional financing; the uncertainty of our technology and intellectual property resulting in successful commercial products or services as well as the marketing and customer acceptance of such products or services; competition from larger organizations; dependence on key personnel;

and dependence on corporate partners and collaborators. Our Company website URL is: http://www.globalimmunetechnologies.com

  

We are emerging as a holding company of an American-based food distribution company serving direct delivery to the customer at their homes. The food items are sold by telemarketing to the customer and delivered by our own trucks to homes on a scheduled basis. Customers can choose their new order items via the Internet. Items are packed in individual portions at our food processing plants and frozen for freshness. We offer meat, chicken and seafood as well as other food products. These other items are name brand canned and jarred foods like Mott’s Apple Sauce, Dole Pineapple, Jiff peanut butter, tinned tuna fish & salmon and the like.

 

Global Immune Technologies, Inc. will likely operate as licensee of SRC know-how and be the licensor or managing partner to America. The Company will invest in marketing and food distribution facilities to mirror the licensor in Quebec. The Montreal company’s website can be viewed on http://www.srcfoods.ca/index.php/en/ The Company holds no interest in the Montreal operation. Company management is plans to develop the market in the northern corridor from Buffalo, NY to Boston, MA with initial American headquarters in Vermont. Acquisitions and operations will be conducted by experienced and skilled managers.

 

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 other opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. However, at the present time, the Company has not reached any agreement or definitive understanding with any person concerning an acquisition. While we intend to proceed with the SRC Foods model for our current business we are still considering other industries like film distribution and production as well as natural resources. We will also explore the possibilities presented by the up-coming rule changes for capital-raising under the JOBS Act.

 

(d) 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.

 

Comparison of nine months ended December 31 2012 with the nine months ended December 31, 2011

 

During the nine month periods ended December 31, 2012 and December 31, 2011, we did not experience revenues from operations.

 

Operating expenses for the period April 1, 2012 to December 31, 2012 was $(207,619), compared to the same nine month period from April 1, 2011 to December 31, 2011 of $(22,500). The increase in expense is primarily due to the $171,746 being spent on rehabilitating the company, settling old debts and bringing current the accounting and filing reports with the Securities and Exchange Commission.

 

Comparison of three months ended December 31 2012 with the three months ended December 31, 2011

 

During the quarters ended December 31, 2012 and December 31, 2011, we did not experience revenues from operations.

 

During the quarter ended December 31, 2012, the Company incurred a comprehensive net loss of approximately $(197,286) related to various general and administrative costs incurred in the support of the corporate entity and making required periodic reports to the U.S. Securities and Exchange Commission. During the quarter ended December 31, 2011, the Company incurred a comprehensive net loss of approximately $(7,500) related to various general and administrative costs.

 

Plan of Operation and 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.

 

Acquisition or Disposition of Plant and Equipment

 

We do not anticipate the acquisition or disposition of any significant property, plant or equipment during the next 12 months.

 

From our inception through the period ended December 31, 2012, we have relied on the services of outside consultants for services and currently have three part-time employees. In order for us to attract and retain quality personnel, we anticipate we will have to offer competitive salaries to future employees.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not Applicable to Smaller Reporting Companies

 

Item 4. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures.

 

 

As of the end of the reporting period, December 31, 2012, 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/CEO and the Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company's period SEC filings. We were late filing our annual report on Form 10-K for the fiscal year ending March 31, 2012. We have been unable to timely file our periodic reports due to the lack of sufficient money to pay our independent certifying accountants. We filed our quarterly report on Form 10-Q for the period ending June 30, 2012 late. We had insufficient funds to pay for accounting. We filed our quarterly report on Form 10-Q for the period ending September 30, 2012 a week late. Hurricane Sandy knocked-out our independent certifying accountant’s electric power for fifteen days. We filed the report to the US Securities and Exchange Commission on Form 10-Q for the period December 31, 2012 on time.

 

We have for this report to the US Securities and Exchange Commission on Form 10-Q for the period December 31, 2012 and our future needs engaged the accounting firm of Montgomery and Merrill PC, Certified Public Accountants of Burlington, Vermont. They will work with management as outside consultants and interface with our auditor, Donahue and Associates.

  

(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.

 

PART II-OTHER INFORMATION

 

Item 1. 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 FINRA BB, the Pink Sheets and recently the OTC QB tier. 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 December 31, 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, December 31, 2006 and December 31, 2006.

 

The Company requested exemptive relief and was granted a Revocation Order on March 4, 2011 removing the Cease Trade Order in the provinces of British Columbia and Alberta.

 

Item 1A. Risk Factors.

 

Not Applicable.

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

 

On December 11, 2012 we issued 2,400,000 shares of Common Stock for previously subscribed to shares of $5,800 in private placements. All funds received from the sale our securities were used for working capital purposes.

 

All securities bear a legend restricting their disposition.

 

We disclosed the first Warrant issuance in our report to the U.S. Securities and Exchange Commission on Form 10-Q for the period September 30, 2012 and the second Warrant issuance on a Form 8-K Current Report, December 7, 2012.

 

Net cash provided by financing activities for the period October 1, 2012 to December 31, 2012 was approximately $208,800 and from October 1, 2011 to December 31, 2011 was NIL. This consisted of net proceeds received from a loan and the issuance of Warrants connected to the loan from a related party of $203,000 and the subscription for shares to be issued for $5,800 cash. The funds were used for general Operating Expenses. The Warrants and the underlying securities represented by the Warrants bear a legend restricting their disposition. (See Item 5. Below)

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable

 

 

Item 5. Other Information.

 

On December 4, 2012 we executed non-interest bearing Promissory Notes for $208,500 in connection with Warrants to a related party. This Warrant is for 10,425,000 shares of Common Stock at a price of $0.02 expiring on December 4, 2013 and if exercised prior to Expiration an exploding one-half ‘B Warrant’ for 5,212,500 shares at an exercise price of $0.25 expiring on December 4, 2014. We filed an 8-K with the United States Securities and Exchange Commission on December 7, 2012.

 

 

Warrants Issued and Outstanding at December 31, 2012

Name

Issue Date

Expiration Date

Number of A Warrants

Exercise Price

Exploding B Warrants

Issue Date

Expiration Date

Exercise Price

9219-8050 Quebec Inc.

9/28/2012

9/28/2013

3,650,000

$

0.02

1,825,000

on exercise of A Warrants

9/28/2014

$

0.20

9219-8050 Quebec Inc.

12/04/2012

12/04/2013

10,425,000

$

0.02

5,212,500

on exercise of A Warrants

12/04/2014

$

0.25

  

Subsequent Events

  

In January 2013 the Warrant holder gave us Notice of Warrant Exercise of the Warrant for 3,650,000 shares exercisable into Common Stock at a price of $0.02 per share, converting the entire September 2012 Note of $73,000 into capital. This triggered an Exploding B Warrant for 1,825,000 shares at a price of $0.20 expiring on September 28, 2014.

 

We issued the 3,650,000 shares to the Quebec numbered company and additionally we issued 500,000 shares for cash investment and 1,142,500 shares for commission payments and other services. The funds were used for general Operating Expenses. All the shares bear a restrictive legend.

  

Item 6. Exhibits

 

	Exhibits Index
	31.1		Section 302 Certification of Chief Executive Officer
	31.2		Section 302 Certification of Chief Financial Officer
	32.1		Section 906 Certification of Chief Executive Officer
	32.2		Section 906 Certification of Chief Financial Officer
	101.INS*		XBRL Instance Document
	101.SCH*		XBRL Taxonomy Extension Schema
	101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
	101.DEF*		XBRL Taxonomy Extension Definition Linkbase
	101.LAB*		XBRL Taxonomy Extension Label Linkbase
	101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

---

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability. 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

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.

 

February 14, 2013

 

	Global Immune Technologies, Inc.
	/s/ Serge Talon:
	Serge Talon
	Title: President &
	Chief Executive Officer (CEO)
	/s/ J R Bruhjell
	Jeffrey R. Bruhjell
	Chief Financial Officer (CFO)
	Principal Accounting Officer (PAO)