10-K 1 form10k.htm GLOBAL IMUNE TECHNOLOGIES 10-K 3-31-2008 form10k.htm
U.S. Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-K

 (Mark One)
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2008.


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 Small Business Issuer in its Charter)

Wyoming
  
98-05327255
(State of Incorporation)
  
(IRS EmployerIdentification No.)


1111-207 West Hastings St., Vancouver, B.C. Canada
  
V6G 1H7
(Address of principal executive offices)
  
(Zip Code)


Issuer’s telephone number,  (604) 351 - 9443

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 S

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

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 S No £

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer.  Large accelerated filer £ Accelerated filer £  Non-accelerated filer £  Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes S No £

As of June 27, 2008, there were 16,195,645 shares of the issuer's common stock outstanding.  The aggregate market value of the shares of the issuer's voting stock held by non-affiliates  was $821,738 based the average of the bid and asked price as quoted on the OTC Pinksheets on June 24, 2008.  The sum excludes the  shares  held by  officers,  directors,  and  stockholders  whose  ownership exceeded 10% of the  outstanding  shares at June 27, 2008,  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.
 
 
 
 

FORM 10-K
March 31, 2008

   
Page
PART I
    
     
ITEM 1.
1
ITEM 1A.
7
ITEM 1B.
12
ITEM 2.
12
ITEM 3.
12
ITEM 4.
12
     
PART II.
    
     
ITEM 5.
12
ITEM 6.
13
ITEM 7.
13
ITEM 7A.
14
Item 8.
14
ITEM 9.
14
ITEM 9A.
15
ITEM 9B.
15
     
PART III
    
     
ITEM 10.
14
ITEM 11.
17
ITEM 12.
18
ITEM 13.
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ITEM 14.
20
     
PART IV
    
ITEM 15.
21
21

PART I

Item 1. Description of Business.

FORWARD-LOOKING STATEMENT NOTICE:

This annual report on Form 10-KSB 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-KSB 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-KSB. 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.

(c) Current Business of the Issuer

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

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

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

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

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

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

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

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

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

 
 
(1)
Investigation and Selection of Business Opportunities

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

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

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

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

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

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

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



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

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

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

 
·
The extent to which the business opportunity can be advanced;

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

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

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

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

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

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

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

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

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

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

 
(2)
Form of Acquisition

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

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

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

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



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

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

 
(3)
Investment Company Act and Other Regulation

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

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

Employees

As of March 31, 2008 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.

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 abuse.  These patterns include:  - Control of the market for the security by one or a few broker-  dealers that are often  related to the  promoter or issuer;  - Manipulation of prices through  prearranged  matching of purchases and sales and false and misleading  press releases; - "Boiler room" practices  involving high pressure sales tactics and unrealistic price projections by inexperienced  sales persons;  -  Excessive  and  undisclosed  bid-ask  differentials  and markups by selling broker- dealers;  and - The wholesale  dumping of the same securities by promoters and broker-  dealers after prices have been  manipulated  to a desired level,  along with the  inevitable  collapse  of those  prices  with  consequent investor losses. Furthermore, the "penny stock" designation may adversely affect the  development  of any public market for the Company's  shares of common stock or, if such a market develops, its continuation.  Broker-dealers are required to personally  determine  whether an  investment  in "penny  stock" is suitable for customers.  Penny  stocks  are  securities  (i) with a price of less  than  five dollars per share; (ii) that are not traded on a "recognized" national exchange; (iii)  whose  prices  are not quoted on the NASDAQ  automated  quotation  system (NASDAQ-listed  stocks must still meet  requirement  (i)  above);  or (iv) of an issuer with net tangible  assets less than $2,000,000 (if the issuer has been in continuous  operation for at least three years) or $5,000,000  (if in continuous operation for less than three years),  or with average  annual  revenues of less than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require  broker-dealers  dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors  in the  Company's  common  stock are  urged to  obtain  and read such disclosure  carefully before  purchasing any shares that are deemed to be "penny stock." Rule 15g-9 of the Commission requires broker- dealers in penny stocks to approve the  account of any  investor  for  transactions  in such stocks  before selling  any  penny  stock  to  that  investor.   This  procedure  requires  the broker-dealer to (i) obtain from the investor information  concerning his or her financial  situation,  investment  experience  and investment  objectives;  (ii) reasonably  determine,  based on that  information,  that  transactions in penny stocks are  suitable  for the  investor  and that the  investor  has  sufficient knowledge and experience as to be reasonably  capable of evaluating the risks of penny stock  transactions;  (iii) provide the investor with a written  statement setting forth the basis on which the  broker-dealer  made the  determination  in (ii) above;  and (iv) receive a signed and dated copy of such statement from the investor,  confirming  that it  accurately  reflects  the  investor's  financial situation,  investment  experience and investment  objectives.  Compliance  with these requirements may make it more difficult for the Company's  stockholders to resell their shares to third parties or to otherwise dispose of them.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

Our principal business address was 1518 West Hastings St., Vancouver, British Columbia, Canada.  During the fiscal year ending March 31, 2007, office rent totaled $6,000.  The office rent has been and will be treated as a capital administrative expense. The Company moved is principal corporate offices to 1111-207 West Hastings St. Vancouver, British Columbia, Canada. No formal rent, lease or sublease has been set up yet and no funds have been paid out for rent to date.

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. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4.
Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of the security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the fiscal year covered by this report.

PART II

Item 5.
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a)
Market Information.

Our common stock trades Over-the-Counter (OTC) on the NASD Electronic Bulletin Board under the symbol GIMU.  Table 1 sets forth the high and low sale information for fiscal years 2007 and 2006.  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, 2008
  
0.05
    
0.05
  
December 31, 2007
  
0.05
    
0.05
  
September 30, 2007
  
0.07
    
0.04
  
June 30, 2007
  
0.07
    
0.06
  
March 31, 2007
  
0.09
    
0.09
  
         
 
  
December 31, 2006
  
0.12
    
0.12
 
September 30, 2006
  
0.17
    
0.13
  
June 30, 2006
  
0.13
    
0.10
  
March 31, 2006
  
0.16
    
0.16
  
 
(a)
Holders.

Our company has approximately 31 record shareholders of its common stock as of March 31, 2008 holding 16,195,645 common shares. A significant number of shares are held in “street name” therefore we believe that the number of beneficial shareholders exceeds the number of record shareholders.

(b)
Dividends.

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

(c)
Recent Sales of Unregistered Securities: None

(d)
Securities Authorized for Issuance under Equity Compensation Plans: None

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

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation or Plan of Operation.

When used in this Form 10-KSB 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 note 2 to the audited financial statements of the Company for March 31, 2007 and 2006.

RESULTS OF OPERATIONS - YEAR TO YEAR COMPARISONS BETWEEN 2008 AND 2007

For the year ended March 31, 2008 the Company achieved sales revenues of $-0- compared with sales revenues of $-0- for the period ended March 31, 2007. The Company's net loss for the year was $134,274 in 2007 compared to net loss of $73,765 in 2007. Such reduction in the net loss was due primarily to an increased focus on reducing expenses. As of the year ended March 31, 2008, the Company had an accumulated stockholders' deficiency of $(640,389).

 
B. LIQUIDITY AND CAPITAL RESOURCES

YEAR ENDED MARCH 31, 2008 COMPARED WITH THE YEAR ENDED MARCH 31, 2007

The Company had no assets in 2007 or 2008.

The Company's overall liabilities increased from $506,933 in 2007 to $640,389 in 2008. Liabilities increased as a result of accrued legal fees of approximately $70,000 for services rendered.

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.

There were no property costs incurred or written off during the 2006 or 2005 fiscal year and accordingly the differences between the allowable US and Canadian GAAP treatments of property costs would result in no change in net loss under U.S. GAAP from that reported under Canadian GAAP.

OFF-BALANCE SHEET ARRANGEMENTS:  None

7A.
Quantitative And Qualitative Disclosures About Market Risk.

The Company does not issue or invest in financial instruments or their derivatives for trading or speculative purposes.  The limited operations of the Company are conducted primarily in Canada, and, are not subject to material foreign currency exchange risk.  Although the Company has outstanding debt and related interest expense, market risk of interest rate exposure in the United States is currently not material.

Item 8.
Financial Statements and Supplementary Data.

The audited financial statements for the Company for March 31, 2008 and 2007 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 May 10, 2007, we dismissed  or former independent certified accountant James Stafford Chartered Accountants and engaged a replacement independent registered accountant firm named Jorgensen & Co, Certified Public Accountants, of Bellevue, Washington (“Jorgensen”), as the Company’s new registered independent public accounting firm to audit the Company’s financial statements for the year ended March 31, 2008. 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.
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, 2008, 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 our annual report on Form 10-KSB for the fiscal year ending March 31, 2007 nine days late.  We filed our quarterly reports on Forms 10-QSB for the periods ending June 30, 2007 and December 31, 2007 one day late and three days late, respectively.

(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
56
President, CEO,CFO, Director
8/15/05-Present


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

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

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

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

(b)
Identify Significant Employees.   None.

(c)
Family Relationships.  None known.

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

1.
A general partner or executive officer of a business that had a bankruptcy petition filed by or against it either at the time of the bankruptcy or within the two years before the bankruptcy;
2.
Convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
Subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and
4.
Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Audit Committee and Financial Expert:


 
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 sole officer and director has not filed any Section 16 reports.
 
CODE OF ETHICAL CONDUCT.

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

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

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

●
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
●
Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us;
●
Compliance with applicable governmental laws, rules and regulations,
●
The prompt internal reporting to an appropriate person or persons indentified in the code of violations of our Code of Ethical Conduct; and
●
Accountability for adherence to the Code.

Item 11.
Executive Compensation.

The following table shows compensation paid to our Executive Officers during the two fiscal periods ended March 31, 2008 and March 31, 2007.

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,
    
2008
       27,000 (1)     -0-       -0-       -0-       -0-       -0-       -0-       27,000  
Pres., CFO and Director (1)
    
2007
       24,456 (1)     -0-       -0-       -0-       -0-       -0-       -0-       24,456  
 
(1)
Don Perks’ annual compensation was $CDN 30,000 or US$27,000.

Grants of Plan-Based Awards

We made no grants from plans to any executive officer during the fiscal year ended March 31, 2008.

 

There were no outstanding equity awards to any executive officer at the end of the fiscal year ended March 31, 2008.

Option Exercises and Stock Vested

   
Options Awards
    
Stock Awards
  
Name
  
Number
of
Shares Acquired on
Exercise
    
Value
Realized
Upon
Exercise
    
Number of
Shares
Acquired on
Vesting
    
Value
Realized
on
Vesting
  
    (#)    
($)
     (#)    
($)
  
(a)
  
(b)
    
(c)
    
(d)
    
(e)
  
Don Perks, Director
     -0-       -0-       -0-       -0-  

Director Compensation

The Company has not established any policy concerning director compensation.  No directors received any compensation during the fiscal year ended March 31, 2008.


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, 2008. Beneficial Ownership of more than 5% based on 16,195,645 common shares.

Beneficial Ownership of 5%.

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

Shareholder Name and Address
  
Number of Shares
Beneficially Owned
Common Shares
    
Percentage Ownership
Beneficially Owned
Common Shares
  
Azimuth Corporation
            
P.O. Box 3936
            
Saint Andrews, NB E5B 3S7
     1,000,000       6.2 %
Canada
                
                 
Capital Associates
                
828 West 7th St.
                
Vancouver, B.C. V5Z 1C1
                
Canada
     2,500,000       15.4 %
                 
J&J Rentals, Inc.
                
P.O.Box 683
                
Miramichi, NB E1V 3T7
     1,000,000       6.2 %


(b)   Security Ownership of Management.  Based on 16,195,645 shares as set forth in (a) above as of March 31, 2008.
 
Table 2.
(1)
(2)
(3)
(4)
       
Title of Class Common Stock
Name and Address
Amount and Nature
Percent of Class
       
Donald Perks
1518 West Hastings St.,
    
 
Vancouver, British Columbia
    
 
Canada.
-0-
-0-
 

(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 465next 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 $27,000 (CND$ 30,000). This salary has been and will continue to be treated as contributed services reflected as a component of additional paid in capital.

Corporate offices were provided by Donald Perks, the Company’s sole officer and director for fiscal years 2008 and 2007.  For fiscal years 2008 and 2007, the office rent was not accounted for as a payable to Mr. Perks, but rather as additional paid in capital.

 
Donald Perks paid certain payables on behalf of the Company the net of $0 and $13,054  during the fiscal years ending March 31, 2008 and March 31, 2007, 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 3-31-08
    
Year End 3-31-07
  
             
Audit Fees
   $ 7,500     $ 10,000  
Audit-related Fees
                
Tax Fees
                
All other fees
                
Total Fees
   $ 7,500     $ 10,000  

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

AUDIT-RELATED FEES. Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2008 or 2007.

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 2008 or 2007.

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 2008 did not engage any other persons or firms other than the principal accountant's full-time, permanent employees.

Item 15.
Exhibits and Financial Statement Schedules

(a) Exhibits


 
Chief Executive Officer-Section 302 Certification pursuant to Sarbanes-Oxley Act.
 
Chief Executive Officer-Section 906 Certification pursuant to Sarbanes-Oxley Act.



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.

June 30, 2008

Global Immune Technologies, Inc.


 /s/ Donald Perks
  
By:
  
Title: President, CEO, CFO
  


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.

June 30, 2008


/s/ Donald Perks
  
Donald Perks, CEO, CFO, Director
  
 

 
Global Immune Technologies, Inc.
 
March 31, 2008 and March 31, 2007
 
Financial Statements
 
Index
 
 
Audit Report1
  
   
Balance Sheets
2
   
Statements of Operations
3
   
Statement of Stockholders’ Deficiency
4
   
Statements of Cash Flows
5
   
Notes to the Financial Statements
6
 
Report of Registered Independent Public Accountants


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

We have audited the accompanying balance sheets of Global Immune Technologies, Inc. (the “Company”) as of March 31, 2008 and 2007 and the related statements of operations, cash flows and stockholders’ deficiency for the two years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Accounting Oversight Board (United States of America).  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 amount 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, these financial statements referred to above present fairly, in all material respects, the financial position of Global Immune Technologies, Inc. as of March 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above 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 not yet achieved profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors, along with other matters set forth in Note 2, raise substantial doubt that the Company will be able to continue as a going concern.  Management’s plans to address these and other matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 

/s/ Jorgensen & Co.
 
JORGENSEN & CO.
(a registered pubic accounting firm)

Bellevue, Washington
June 23, 2008
 
Global Immune Technologies, Inc.
Balance Sheets
As of March 31, 2008 and March 31, 2007
 
   
3/31/08
    
3/31/07
  
             
Assets:
   $ -     $ -  
                 
Total Assets
   $ -     $ -  
                 
                 
Liabilities and Shareholders’ Deficit:
                
                 
Accounts payable
   $ 106,956     $ 18,164  
Due to officer
     111,382       86,382  
Due to related parties
     422,051       402,387  
                 
Total current liabilities
     640,389     $ 506,933  
                 
Contingencies and commitments
     -       -  
Total liabilities
                
                 
Shareholders’ Deficit
                
                 
Cumulative foreign currency adjustment
     4,542       3,724  
Accumulated deficit
     (4,110,457 )     (3,976,183 )
Common stock (500,000,000 no par common shares authorized; 16,195,645 shares O/S)
     3,465,526       3,465,526  
                 
Total shareholders’ deficit
     (640,389 )     (506,933 )
                 
Total Shareholders’ Deficit and Liabilities:
   $ -     $ -  
 
Global Immune Technologies, Inc.
Statements of Operations
For the Years Ended March 31, 2007 and March 31, 2008
 
   
For the Year Ended
  
   
3/31/08
    
3/31/07
  
             
             
Revenue
   $ -     $ -  
                 
General and administrative expense
     134,274       73,765  
                 
Net (loss)
   $ (134,274 )   $ (73,765 )
                 
Basic and diluted loss per share
   $ (0.00 )   $ (0.01 )
                 
Weighted average number of shares outstanding
     16,195,645       16,195,645  
                 
      -       -  
 
Global Immune Technologies, Inc
Statement of Stockholders’ Deficit
For the Years Ended March 31, 2007 and March 31, 2008
 
   
Common Shares
Outstanding
    
Paid-in
 Capital
  
Accumulated
Deficit
    
Cumulative
Translation
Adjustment
    
Totals
  
                             
March 31, 2006
     16,195,645     $ 3,465,526     $ (3,902,418 )   $ (5,808 )   $ (442,700 )
                                         
Foreign Exchange
                             9,532       9,532  
                                         
Net loss for the year
                     (73,765 )             (73,765 )
                                         
March 31, 2007
     16,195,645     $ 3,465,526     $ (3,976,183 )   $ 3,724     $ (506,933 )
                                         
Foreign Exchange
                             818       818  
                                         
Net loss for the year
                     (134,274 )             (134,274 )
                                         
March 31, 2008
     16,195,645     $ 3,465,526     $ (4,110,457 )   $ 4,542     $ (640,389 )
 
Global Immune Technologies, Inc.
Statements of Cash Flows
For the Years Ended March 31. 2008 and March 31, 2007
 
   
For the Year Ended
  
   
3/31/08
    
3/31/07
  
             
             
Operating Activities:
   $ -     $ -  
                 
Net loss for periods
     (134,274 )     (73,765 )
Changes in current accounts:
           $    
Change in accounts payable
     88,792       (110,671 )
Cash used in operations
     (45,482 )     (184,436 )
                 
Investing Activities:
   $ -     $ -  
                 
Financing Activities
                
                 
Increase due to related parties
     25,000       135,111  
Increase due to officer and director
     19,664       39,651  
Cash from financing activities
   $ 44,664     $ 174,762  
                 
Increase (decrease) in cash
     (818 )     (9,674 )
Foreign currency translation adjustment
     818       9,532  
Cash beginning of year
     -       142  
Cash at end of year
     -       -  
                 
Interest paid during year
  
none
    
none
  
Taxes paid during year
  
None
    
None
  


Global Immune Technologies, Inc.
Note to the Financial Statements
March 31, 2008 and March 31, 2007

 
Note 1 – Nature and Continuance of Operations
 
Global Immune Technologies Inc. (the "Company") (formerly, Secureview Systems Inc.) originally incorporated in 1985. During fiscal 2007, the Company changed its name from Secure Systems Inc. to Global Immune Technology, Inc. and incorporated in the state of Wyoming. The Company was formerly a British Columbia corporation. Its business office continues to be located in Vancouver, British Columbia, Canada.  The Company is considered a public shell with administrative expenses being its only operations.

Note 2 – Significant Accounting Policies

The following summary of significant accounting policies of the Company is presented to assist in understanding the financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the Unites States of America and have been consistently applied in the preparation of the financial statements.

Reporting Currency

Beginning in fiscal 2007, the Company uses the United States dollar as its reporting currency. For the fiscal year ended March 31, 2006, and earlier the Company's reporting currency was the Canadian dollar.

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, and revenues and expenses. It is possible that these estimates and assumptions may differ from actual results.

Reclassifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation. This reclassification has not affected the Company's accumulated deficit or net losses presented.

Going Concern and Presentation

The Company's financial statements have been prepared on a going concern basis, which, as a general matter, contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management believes that the Company's capital resources should be adequate to continue operating and maintaining its business strategy during the fiscal year ending 31 March 2009. Prior to March 31, 2007, the Company closed all of its bank accounts and relies solely on its president, who does not work full time for the Company, to conduct its business.  For fiscal 2008 operations were financed through borrowing arrangements with related parties and others.

Management plans to continue this financing approach for fiscal 2009. However, the Company may be unable to do so, and may be unable to access needed additional capital through alternatives for the near future. Also,

 
Global Immune Technologies, Inc.
Note to the Financial Statements
March 31, 2008 and March 31, 2007
 
 
Management is currently seeking a merger candidate with operations and other sources of equity or debt financing. There is no assurance that these activities will be economically viable.

The matters discussed above, together with the Company's history of operating losses, extensive current debt as reflected in the March 31, 2008 balance sheet, and other things, raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from a negative outcome of these uncertainties. Such adjustments, if necessary, may include a liquidation basis of presentation for any assets, liabilities and equities, which may reflect substantially lower values than are currently reflected in the financial statements.

Cash

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Fair Value of Financial Instruments

The Company's financial instruments include accounts payable and related party loans payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2008 and 2007.

Derivative Instruments

The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income Taxes

Future income tax assets and liabilities are determined based on temporary differences between the accounting and the tax bases of the assets and liabilities and for loss carry forwards, and are measured using the tax rates expected to apply when these differences reverse. A valuation allowance is recorded against any future income tax asset if it is not more likely than not that the asset will be realized. For the fiscal year ended March 31, 2008 and 2007, the Company's net future income tax assets were fully offset by a valuation allowance.

Basic and Diluted Loss Per Share

Basic loss per share is calculated based on the weighted average number of shares outstanding during the period. The treasury stock method is used for determining the dilutive effect of options and warrants issued in calculating diluted earnings per share. Under this method, the dilutive effect on loss per share is recognized on the use of the proceeds that could be obtained upon the exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the year.  For the years presented, this calculation proved to be anti-dilutive.

Foreign Currency Translation

The Company's reporting currency is the United States dollar while its functional currency is the Canadian dollar. Monetary assets and liabilities denominated in Canadian dollars are translated at the rate of exchange in effect at the balance sheet date. Non-monetary assets and equity are translated into United States dollars at their applicable historical rates. Revenues and expenses are translated at the average exchange rate for the period in which the expenses are incurred. The Company had no revenues for the periods reported. Foreign currency gains and losses are accumulated as other comprehensive income.


Global Immune Technologies, Inc.
Note to the Financial Statements
March 31, 2008 and March 31, 2007
 
 
Note 3 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one  year.

Note 4 – Due to Related Parties

As of March 31, 2008, the Company owed $111,382 to the Company’s sole officer and director; and $406,815 to two separate significant shareholders and an additional $15,337 to a related party.  Amounts due to related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

Note 5 – Equity

Common Stock

Common stock has no par value. Shareholders are entitled to one vote for each share on matters submitted to a vote to shareholders, and to share pro rata in all dividends payable on common stock after payment of dividends on any preferred shares having preference in payment of dividends.

Share Purchase Warrants

During the year ended March 31, 2007, 2,500,000 warrants expired without being exercised by the holders. These warrants were originally issued in 2004. Each warrant had entitled the holder to purchase one share of the Company's common stock for $0.03. There were no warrants to purchase common shares outstanding at March 31, 2008.

Note 6 – Income Taxes

On March 31, 2008, the Company had an unused U.S. NOL carry-forward of approximately $74,000 for U.S. income tax purposes, which begin to expire in 2027. In addition, at March 31, 2007, the Company had approximately $445,000 (expressed in U.S. dollars) of unused Canadian net operating loss carry forward for Canadian income tax purposes, which expire fully by 2016.

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

Note 7 – Supplemental Cash Flows Disclosures

During fiscal 2008 and 2007, related parties paid $6,015 and $117,225, respectively, by direct payment for certain payables owed by the Company. These reductions in payable and corresponding increases in payables to related parties are reflected in the statement of cash flows as reduction of accounts payable and an increase in related party debt.

Note 8 – Commitments and Contingencies

The Company has agreed to pay its president and sole director a management fee of approximately $2,250 ($2,500 CDN) per month. No payments have been paid to date and this is recorded as an accrual due to officer.
 

8