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, 2011.
¨
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
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98-05327255
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(State of Incorporation)
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(IRS Employer Identification No.)
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2809 Great Northern Loop, Suite 100, Missoula, MT
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59808-1749
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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406-322-3844
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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
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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
x
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
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
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No
x
As of September 30, 2012, there were 23,890,153
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 $163,760 based the average of the bid and asked price as quoted on the OTC Markets Pink Sheet tier on September
30, 2012. The sum excludes the shares held by officers, directors, and stockholders whose ownership exceeded 10% of the outstanding
shares at March 31, 2011, 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, 2011, there were 23,890,153
shares of the issuer’s common stock outstanding.
Global Immune Technologies, Inc.
FORM 10-K
March 31, 2011
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Page
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PART I
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ITEM 1. Description of Business
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3
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ITEM 1A. Risk Factors
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5
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ITEM 1B. Unresolved Staff Comments
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9
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ITEM 2. Description of Properties
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9
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ITEM 3. Legal Proceedings
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9
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ITEM 4. Removed and Reserved
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9
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PART II
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ITEM 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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10
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ITEM 6. Selected Financial Data
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10
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ITEM 7. Management's Discussion and Analysis of Financial Condition and Results Of Operations
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11
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ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
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11
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Item 8. Financial Statements and Supplementary Data.
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12
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ITEM 9. Changes In and Disagreements With Accounting and Financial Disclosure
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12
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ITEM 9A(T)Controls and Procedures
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12
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ITEM 9B. Other Information
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12
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PART III
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ITEM 10. Directors, Executive Officers and Corporate Governance
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13
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ITEM 11. Executive Compensation
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15
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ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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ITEM 13. Certain Relationships, Related Transactions and Director Independence
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ITEM 14. Principal Accounting Fees and Services
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PART IV
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ITEM 15. Exhibits and Financial Statement Schedules.
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19
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SIGNATURES
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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.
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 20
th
, 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 cancelled
along with cancellation of the 92,000,000 common shares issued for the purchase and JV.
(c)
Current Business
of the Issuer
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.
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. The Montreal company can been viewed on
http://www.srcfoods.ca/index.php/en/
The Company holds no interest in the Montreal
operation. 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.
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.
(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.
Employees
As of March 31, 2011 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. Mr. Perks
resigned as director and was acting-president since March 2012.
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.
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 abuses. 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.
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 and 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.
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 dependent 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 business 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 purchaser finds a broker willing to effect a transaction in these 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.
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,
2011, 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 Pink Sheets. 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 requested exemptive relief
and was granted a Revocation Order on March 4, 2011 removing the Cease Trade Order in British Columbia and Alberta.
Item 4.
Removed
and Reserved.
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 and the OTC Markets Pink Sheets tier and will be quoted on the
OTC Markets QB tier once all delinquent reports are filed. Table 1 sets forth the high and low sale information for fiscal years
2011 and 2010. 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, 2011
|
|
|
0.29
|
|
|
|
0.007
|
|
December 31, 2010
|
|
|
0.14
|
|
|
|
0.0375
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010
|
|
|
0.10
|
|
|
|
0.10
|
|
|
|
|
|
|
|
|
|
|
June 30, 2010
|
|
|
0.29
|
|
|
|
0.045
|
|
March 31, 2010
|
|
|
0.025
|
|
|
|
0.007
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
0.05
|
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
September 30, 2009
|
|
|
0.10
|
|
|
|
0.03
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009
|
|
|
0.11
|
|
|
|
0.06
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009
|
|
|
0.11
|
|
|
|
0.06
|
|
(a)
Holders.
Our company has approximately 45 record
shareholders of its common stock as of March 31, 2011 holding 23,890,153 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
estimated at 245.
(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.
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 the audited
financial statements of the Company for March 31, 2011 and 2010.
RESULTS OF OPERATIONS - YEAR TO YEAR COMPARISONS
BETWEEN 2011 AND 2010.
For the year ended March 31, 2011 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 $172,433 in 2011 compared to net loss of $61,020 in 2010. As of the year ended March 31, 2011, the Company had
an accumulated stockholders' deficiency of $(4,397,311).
B
.
LIQUIDITY AND CAPITAL RESOURCES
YEAR ENDED MARCH 31, 2011 COMPARED WITH
THE YEAR ENDED MARCH 31, 2010
The Company had no assets in 2010 and 2011.
The Company's overall liabilities
increased
to $850,298 in 2011 from $ 754,810 in 2010.
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, 2011 and 2010 are attached hereto and form a material part of this Annual Report.
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, 2011. 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, 2011, 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, 2011 late. We filed our quarterly reports on Forms 10-Q for the periods ending June 30, 2010,
September 30, 2010 and December 31, 2010 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
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
|
60
|
President, CEO,CFO, Director
|
8/15/05-March 20,2012
|
Alejandro Bellapart-Heine, Esq.
|
41
|
Director, VP Global Operations
|
April 20, 2011 –Present
|
Uwe Vincenz
|
50
|
Director
|
March 2011-3/20/2012
|
Christoph Ehses
|
44
|
Director
|
March 2011-3/20/2012
|
Gerd A. Schroth
|
65
|
Director
|
May 9, 2011-3/20/2012
|
Donald L. Perks: President, CEO, CFO, Director - elected at
AGM September 17, 2003 - resigned May 9, 2005 - reappointed August 15, 2005 and resigned in March 2012.
Subsequent Officers and Directors
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Serge Talon
|
|
65
|
|
Director (Chairman), President & CEO
|
|
|
|
|
|
Jeffrey R. Bruhjell
|
|
57
|
|
Director, CFO/Corporate Secretary
|
|
|
|
|
|
Alejandro Bellapart-Heine, Esq.
|
|
41
|
|
Director
|
Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On March 20, 2012 at a Meeting of the Board of Directors, the
meeting accepted the resignation of four directors, Donald L. Perks, Uwe Vincenz, Christoph Ehses and Gerd Schroth leaving Alejandro
Bellapart the sole director and Donald L. Perks the acting president.
On May 23, 2012 at a meeting of the Board of Directors sole
director Alejandro Bellapart elected Jeffrey R. Bruhjell director and appointed him president, CEO, Secretary & CFO. Mr. Perks
stepped down as Acting President. The size of the Board of Directors is now two.
On September 17, 2012 at a meeting of the Board of Directors,
the meeting elected Mr. Serge Talon as director and appointed him president & CEO and Mr. Bruhjell Secretary & CFO. The
size of the Board of Directors is now three.
Neither Mr. Bellapart, Mr. Bruhjell or Mr. Talon will be paid
for their services as directors at this time.
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.
Born in Quebec, Serge Talon joined the US Army and served in
Viet Nam during the 1960’s. Mr. Talon earned a naturalized US citizenship for his service. He lived in Colorado for a time
after returning from overseas service and then took employment with Scotia Bank for a decade. He has been an entrepreneur in many
business ventures. Serge has a home in Hollywood, FL and plans to oversee the operations there personally.
Mr. Bruhjell worked for a decade as a stockbroker in various
firms in his native Minneapolis. He studied business and accounting at the University of Minnesota along with film making courses,
and he did a financial science course at Eastern Michigan University. Mr. Bruhjell ran a small oil & gas production company
based in Dallas, Texas in the late 1980’s. As a financier he has helped fund and organize many varied companies in most of
the sectors in industry. Medical technology companies and high-tech computer firms along with natural resource ventures were common
place for him. Jeffrey headed companies that drilled mining claims for samples and reworked oil or natural gas properties for income
streams. He has served as a principal officer or director of several public companies is known for his expertise in regulatory
compliance.
Born in Krefeld, Germany, of a German mother
and Spanish father, Alejandro Bellapart grew up and was educated in Mallorca, apart from a pre-university year in Boston.
He obtained his Law degree in the Balearic University, after which he worked for a year as a junior solicitor in two Frankfurt
and Hamburg law offices before becoming a junior partner in Bufete Bellapart, his father’s practice for over 30 years.
Of course he is fully at home both in English
and in German, while always holding fast to local traditions and customs, for, like a true Majorcan he has no difficulty reconciling
his diverse ancestry with belonging wholeheartedly to his island home.
(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
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 officers and directors have 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 identified 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, 2011 and March 31, 2010.
SUMMARY COMPENSATION
Name
and
Principal
Position
|
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All
Other
Compensation
($)
|
|
|
Total
($)
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
Don Perks, Pres., CFO and
|
|
|
2011
|
|
|
|
30,306
|
(1)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
30,306
|
|
Director (1)
|
|
|
2010
|
|
|
|
30,306
|
(1)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
30,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alejandro Bellapart,
|
|
|
2011
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
Director
|
|
|
2010
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey R. Bruhjell,
|
|
|
2011
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
56,945
|
(2)
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
56,945
|
|
Administrator
|
|
|
2010
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
(1)
|
Don Perks’ annual compensation was $CDN 30,000 or US$30,306.
|
|
(2)
|
Jeffrey R. Bruhjell received 5,694,508 shares of Company common stock for pay as administrator
during FY 2011.
|
Grants of Plan-Based Awards
We made no grants from plans to any executive
officer during the fiscal year ended March 31, 2011.
Outstanding Equity Awards at Fiscal
Year-End
There were no outstanding equity awards
to any executive officer at the end of the fiscal year ended March 31, 2011.
Option Exercises and Stock Vested
|
|
Options Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number
of
Shares
Acquired on
Exercise
(#)
|
|
|
Value
Realized
Upon
Exercise
($)
|
|
|
Number of
Shares
Acquired on
Vesting
(#)
|
|
|
Value
Realized
on
Vesting
($)
|
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
Don Perks, Director
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
500,000
|
|
|
$
|
5000
|
|
Director Compensation
The Company has not established any policy
concerning director compensation. No directors received any compensation during the fiscal year ended March 31, 2011.
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, 2011. Beneficial Ownership of more than 5% based on 23,890,153 common shares taking account for the effect
of cancelling the 92,000,000 issued to IAT.
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
|
|
Jeffrey R. Bruhjell
|
|
|
|
|
|
|
|
|
Naples, FL
|
|
|
5,694,508
|
|
|
|
23.8
|
%
|
|
|
|
|
|
|
|
|
|
Capital Associates(1)
|
|
|
|
|
|
|
|
|
Avenida Jaime III, 25 1st Floor B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Palma de Mallorca
|
|
|
|
|
|
|
|
|
Spain
|
|
|
2,500,000
|
|
|
|
10.4
|
%
|
Note:
(1)Alejandro Bellapart, is the natural person who has voting
and dispositive control of the shares owned by Capital Associates.
(b) Security Ownership of Management.
Based on 23,890,153 shares as set forth in (a) above as of March 31, 2011.
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
|
|
|
500,000
|
|
|
2.0
|
%
|
|
|
Jeffrey R. Bruhjell
|
|
|
5,694,508
|
|
|
23.8
|
%
|
|
|
Naples, FL
|
|
|
|
|
|
|
|
|
|
Alejandro Bellapart
|
|
|
|
|
|
|
|
|
|
Palma de Mallorca, Spain
|
|
|
2,500,000
|
|
|
10.4
|
%
|
(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
$30,306 (CND$ 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 Jeffrey
R. Bruhjell, the Company’s officer and director for fiscal years 2011 and part of 2010. For part of fiscal year 2010
the office was provided for by Don Perks, then sole director and president. 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, 2011 and March 31, 2010, respectively, in order
to settle outstanding Company obligations.
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 3-31-11
|
|
|
Year End 3-31-10
|
|
|
|
|
|
|
|
|
Audit Fees
|
|
$
|
6,500
|
|
|
$
|
6,500
|
|
Audit-related Fees
|
|
|
-
|
|
|
|
-
|
|
Tax Fees
|
|
|
-
|
|
|
|
-
|
|
All other fees
|
|
|
-
|
|
|
|
-
|
|
Total Fees
|
|
$
|
6,500
|
|
|
$
|
6,500
|
|
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 2011 or 2010.
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 2011 or 2010.
Policy on Audit Committee Pre-Approval
of Audit and Permissible Non-Audit Services of Independent Auditors
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, 2011 did not engage any other persons or firms other than the principal accountant's
full-time, permanent employees.
PART IV
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.
October 24, 2012
Global Immune Technologies, Inc.
/s/ Serge Talon
|
|
By: Serge Talon
|
|
Title: President
|
|
Chief Executive Officer (CEO)
|
|
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.
October 24, 2012
/s/ J R Bruhjell
|
|
Jeffrey R. Bruhjell
|
|
Chief Financial Officer (CFO)
|
|
Principal Accounting Officer(PAO)
|
|
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, 2011. 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, 2011, 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.
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, 2011 and 2010, and the related statements of operations, stockholders' equity, and cash flows
for each of the two years in the period ended March 31, 2011, and from April 1, 1999 to March 31, 2011. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
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 financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Global Immune Technologies, Inc. as of March 31, 2011 and 2010, and
the results of its operations and its cash flows for each of the two years in the period ended September 30, 2011, and from April
1, 1999 to March 31, 2011 in conformity with U.S. generally accepted accounting principles.
The accompanying consolidated 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.
Donahue Associates LLC
Monmouth Beach, N.J.
October 18, 2012
Global Immune Technologies, Inc.
(A Development Stage Company)
Balance Sheets
As of March 31, 2011 and March 31, 2010
|
|
31-Mar-11
|
|
|
31-Mar-10
|
|
LIABILITIES & SHAREHOLDERS' DEFICIT
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable & accrued expenses
|
|
$
|
182,912
|
|
|
$
|
143,036
|
|
Due to related parties
|
|
|
667,386
|
|
|
|
611,774
|
|
Total Current Liabilities
|
|
$
|
850,298
|
|
|
$
|
754,810
|
|
|
|
|
|
|
|
|
|
|
Shareholder's Deficit:
|
|
|
|
|
|
|
|
|
Authorized 500 million shares, issued and outstanding, no par value 16,195,645 outstanding at March 31, 2010 and 23,890,153 at March 31, 2011
|
|
$
|
3,542,471
|
|
|
$
|
3,465,526
|
|
Accumulated deficit- development stage
|
|
|
(4,397,311
|
)
|
|
|
(4,224,878
|
)
|
Accumulated comprehensive gain
|
|
|
4,542
|
|
|
|
4,542
|
|
Total Shareholders' Deficit
|
|
|
(850,298
|
)
|
|
|
(754,810
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities & Shareholders' Deficit
|
|
$
|
0
|
|
|
$
|
0
|
|
Please see the notes to the financial statements.
Global Immune Technologies, Inc.
(A Development Stage Company)
Statements of Operations
For the Years Ended March 31, 2011 and
March 31, 2010 and
From April 1, 1999 to March 31, 2011
|
|
|
|
|
|
|
|
From April 1, 1999
|
|
|
|
31-Mar-11
|
|
|
31-Mar-10
|
|
|
to March 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
General & administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees
|
|
$
|
30,000
|
|
|
$
|
27,000
|
|
|
$
|
197,383
|
|
Professional fees
|
|
|
39,876
|
|
|
|
36,080
|
|
|
|
484,698
|
|
Travel & entertainment
|
|
|
0
|
|
|
|
0
|
|
|
|
3,498
|
|
Transfer agent & filing fees
|
|
|
4,656
|
|
|
|
0
|
|
|
|
7,656
|
|
Foreign currency gain (loss)
|
|
|
0
|
|
|
|
(2,060
|
)
|
|
|
758
|
|
Rent expense
|
|
|
0
|
|
|
|
0
|
|
|
|
74,177
|
|
General administration
|
|
|
20,956
|
|
|
|
0
|
|
|
|
333,890
|
|
Office supplies and sundry expenses
|
|
|
0
|
|
|
|
0
|
|
|
|
121,349
|
|
Consulting expense
|
|
|
76,945
|
|
|
|
0
|
|
|
|
202,443
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before other income (expense)
|
|
$
|
(172,433
|
)
|
|
$
|
(61,020
|
)
|
|
$
|
(1,425,852
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred expenses written off
|
|
|
0
|
|
|
|
0
|
|
|
|
(318,404
|
)
|
Forgiveness of debt
|
|
|
0
|
|
|
|
0
|
|
|
|
145,450
|
|
Gain on sale of mineral rights
|
|
|
0
|
|
|
|
0
|
|
|
|
110,859
|
|
Legal settlement
|
|
|
0
|
|
|
|
0
|
|
|
|
129,031
|
|
Other write offs
|
|
|
0
|
|
|
|
0
|
|
|
|
(607,353
|
)
|
Translation adjustment
|
|
|
0
|
|
|
|
0
|
|
|
|
(187,015
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
$
|
(172,433
|
)
|
|
$
|
(61,020
|
)
|
|
$
|
(2,153,284
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from discontinued operations
|
|
|
0
|
|
|
|
0
|
|
|
|
(193,075
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(172,433
|
)
|
|
$
|
(61,020
|
)
|
|
$
|
(2,346,359
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & diluted loss per share
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average of common shares outstanding
|
|
|
18,138,352
|
|
|
|
16,195,645
|
|
|
|
|
|
Please see the notes to the financial statements.
Global Immune Technologies, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Years Ended March 31, 2011 and
March 31, 2010 and
From April 1, 1999 to March 31, 2011
|
|
|
|
|
|
|
|
From April 1, 1999
|
|
|
|
31-Mar-11
|
|
|
31-Mar-10
|
|
|
to March 31, 2011
|
|
Operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(172,433
|
)
|
|
$
|
(61,020
|
)
|
|
$
|
(2,346,359
|
)
|
Adjustments to reconcile net loss items not requiring the use of cash:
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees & services expense
|
|
|
76,945
|
|
|
|
0
|
|
|
|
166,316
|
|
Translation adjustment
|
|
|
0
|
|
|
|
0
|
|
|
|
187,015
|
|
Accounts payable
|
|
|
39,876
|
|
|
|
36,080
|
|
|
|
182,912
|
|
Due to related parties
|
|
|
55,612
|
|
|
|
24,940
|
|
|
|
667,386
|
|
Net cash used by operations
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
(1,142,730
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
229,775
|
|
Stock options exercised
|
|
|
0
|
|
|
|
0
|
|
|
|
450,508
|
|
Debentures converted
|
|
|
0
|
|
|
|
0
|
|
|
|
165,477
|
|
Net cash provided by financing activities
|
|
|
0
|
|
|
|
0
|
|
|
|
845,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash during the period
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
(296,970
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash balance at beginning of fiscal year
|
|
|
0
|
|
|
|
0
|
|
|
|
296,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash balance at end of period
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 March 31, 2011
|
|
|
|
|
|
|
|
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
|
)
|
Please see the notes to the financial statements.
Global Immune Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Years Ended March 31, 2011 and March 31, 2010
|
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 Sydney Mines, Nova Scotia.
The Company is considered a public shell 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 March 31, 2011 and 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 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
The Company applies SFAS No. 128,
Earnings per Share
to
compute net loss per share
.
In accordance with SFAS No. 128, basic net loss per share has been computed based on the weighted
average of common shares outstanding during the years.
|
3.
|
Related Party Transactions
|
The following table summarizes the related party payables owed
by the Company to certain officers and shareholders.
|
|
31-Mar-11
|
|
|
31-Mar-10
|
|
|
|
|
|
|
|
|
Don Perks- shareholder
|
|
$
|
195,755
|
|
|
$
|
166,025
|
|
Arcas Corp Mgt- shareholder
|
|
|
415,374
|
|
|
|
389,492
|
|
Biaverde Investments- shareholder
|
|
|
39,021
|
|
|
|
39,021
|
|
Naaeem Tyab- shareholder
|
|
|
17,236
|
|
|
|
17,236
|
|
|
|
|
|
|
|
|
|
|
Total related party payables
|
|
$
|
667,386
|
|
|
$
|
611,774
|
|
|
4.
|
Commitments and Contingencies
|
The Company has agreed to pay its President
and sole director a management fee of approximately $2,500 per month. No payments have been paid to date and this is recorded as
an accrual due to an officer. The president resigned in March 2012.
Provision for income taxes is comprised of the following:
|
|
31-Mar-11
|
|
|
31-Mar-10
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(172,433
|
)
|
|
$
|
(61,020
|
)
|
|
|
|
|
|
|
|
|
|
Current tax expense:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
0
|
|
|
$
|
0
|
|
State
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
Less deferred tax benefit:
|
|
|
|
|
|
|
|
|
Timing differences
|
|
|
(520,273
|
)
|
|
|
(461,646
|
)
|
Allowance for recoverability
|
|
|
520,273
|
|
|
|
461,646
|
|
Provision for income taxes
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
0
|
%
|
|
|
0
|
%
|
Less allowance for tax recoverability
|
|
|
-34
|
%
|
|
|
-34
|
%
|
Effective rate
|
|
|
0
|
%
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
Deferred income taxes are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing differences
|
|
$
|
520,273
|
|
|
$
|
461,646
|
|
Allowance for recoverability
|
|
|
(520,273
|
)
|
|
|
(461,646
|
)
|
Deferred tax benefit
|
|
$
|
0
|
|
|
$
|
0
|
|
Note: The deferred tax benefits arising from the timing differences
expires in fiscal years 2020 through 2031 and may not be recoverable upon the purchase of the Company under current IRS statutes.
The Company entered into an agreement as
of December 20, 2010 with a German research institute and agreed to make contributions to a common fund for the purpose of acquiring
and holding certain solar energy collector technology and related inventions and products and know-how and patents pending. The
Joint Venturers considered it advisable to acquire and to hold their business interest through a Joint Venture NewCo so as to avoid
the necessity of numerous separate agreements, to maintain the legal title to the business interest in a simple and practical form,
and to facilitate the collection and distribution of the profits accruing under the business interest, and a NewCo with the name
RENON was being formed in Germany as a GmbH to act as entity for the Joint Venturers.
Subsequently, on March 20, 2012, the board
of directors of Global Immune Technologies, Inc. announced the cessation of the solar projects previously announced and the advancement
of two projects in the natural resources field. The previously announced JV with the German company and the shares issued for the
JV have been cancelled.
Company director and solicitor Alejandro
Bellapart said, "With both the German and the Spanish governments cutting the solar power subsidies and the market place for
such items changing dramatically, this has materially adversely affected our start-up costs, manufacturing and marketing plans."
As referenced above, the shares of Common Stock issued to the
German company will be canceled and returned to treasury in conjunction with terminating the purchase and joint venture agreements.
This was publically announced in a press release on March 20, 2012. Under Wyoming statutes the shares are issued as non-voting
until a majority of then existing shareholders approve the change of control. As a formality, the upcoming shareholder meeting
will vote down the acceptance of the issuance and officially cancel the shares previously issued.
On March 20, 2012 at a Meeting of the Board of Directors, the
meeting accepted the resignation of four directors, Donald L. Perks, Uwe Vincenz, Christoph Ehses and Gerd Schroth leaving Alejandro
Bellapart the sole director and Donald L. Perks the acting president.
On May 23, 2012 at a meeting of the Board of Directors sole
director Alejandro Bellapart elected Jeffrey R. Bruhjell director and appointed him president, CEO, Secretary & CFO. Mr. Perks
stepped down as Acting President. The size of the Board of Directors is now two.
On September 17, 2012 at a meeting of the Board of Directors,
the meeting elected Mr. Serge Talon as director and appointed him president & CEO and Mr. Bruhjell Secretary & CFO. The
size of the Board of Directors is now three.
Mr. Talon is an experienced executive originally from Quebec.
Serge joined the US Army and served in Vietnam. Mr. Talon received Naturalized US Citizenship for his service and nowadays makes
his home in Hollywood, Florida.
Neither Mr. Bellapart, Mr. Bruhjell or Mr. Talon will be paid
for their services as directors at this time.