20-F 1 form20f.htm ANNUAL REPORT YEAR ENDED SEPTEMBER 30, 2009 Globetech Ventures Corp. - Form 20-F - Filed by newsfilecorp.com

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

FORM 20-F

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended: September 30, 2009

OR

[   ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 0-26414

GLOBETECH VENTURES CORP.
(Exact Name of Registrant as specified in its charter)

Province of British Columbia, Canada
(Jurisdiction of incorporation or organization)

Suite 1128 – 789 West Pender Street, British Columbia V6C 1H2
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

None
(Title of Class)

Securities registered or to be registered pursuant to Section 12 (g) of the Act:

Common Shares, no par value
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title of Class)

Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock
as of the close of the period covered by this registration statement:
32,494,363 Common Shares as at September 30, 2009


Indicate by check mark whether the Company (1) has 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 Company was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X]    No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-
accelerated filer (as defined in Rule 12b-2 of the Act).

[   ] Large Accelerated Filer        [   ]    Accelerated Filer           [X] Non-Accelerated Filer

Indicate by check mark which financial statement item the registrant has elected to follow.
[   ] Item 17    [X] Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
[   ] Yes    [X] No

ii


TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS
PART I
     ITEM 1. Identity of Directors, Senior Management, and Advisors
     ITEM 2. Offer Statistics and Expected Timetable
     ITEM 3. Key Information
          Risk Factors
     ITEM 4
          A. Information on the Company
          B.  Business Overview
          C.  Organizational Structure
          D. Property, Plant and Equipment
          E. Mineral Property – Gold Buck, British Columbia, Canada
          F.  Website
          G. Mineral Property – Gladys Lake, British Columbia, Canada
     ITEM 5
          Operating and Financial Review and Prospects
          Results of Operations
          Liquidity and Capital Resources
          Research and Development
          Legal Proceedings
          Tabular Disclosure of Contractual Obligations
     ITEM 6
          Directors, Senior Management, and Employees
     ITEM 7 10 
          Major Shareholders and Related Party Transactions 10 
          Related Party Transactions 11 
     ITEM 8 11 
          Financial Information 11 
     ITEM 9 12 
          The Offer and Listing 12 
     ITEM 10 12 
               Additional Information 12 
                Taxation - Certain Canadian Income Tax Consequences to United States Investors 17 
     ITEM 11 - Quantitative and Qualitative Disclosures About Market Risk 18 
     ITEM 12 - Description of Securities Other Than Equity Securities 18 
PART II 18 
     ITEM 13 - Defaults, Dividends Arrearages and Delinquencies 18 
     ITEM 14 - Material Modifications to the Rights of Security Holders and Use of Proceeds 18 
     ITEM 15. CONTROLS AND PROCEDURES 19 
     ITEM 16.A - Audit Committee Financial Expert 21 
     ITEM 16.B - Code of Ethics 21 
     ITEM 16.C - Principal Accountant Fees and Services      21 
     ITEM 16.D - Exemptions from the Listing Standards for Audit Committees 21 
     ITEM 16.E - Purchases of Equity Securities by the Issuer and Affiliated Purchasers 22 
     ITEM 16.F - Changes in Registrant’s Certifying Accountant 22 
     ITEM 16.G - Corporate Governance 22 

iii



PART III 22 
     ITEM 17 - Financial Statements 22 
     ITEM 18 - Financial Statements 22 
     ITEM 19 - Exhibits 22 

iv


FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact included in this Form 20-F, are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Such forward-looking statements involve assumptions, known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of Globetech Ventures Corp. (the “Company”) to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements contained in this Form 20-F. Such potential risks and uncertainties include, without limitation, the Company being in the exploration and development stages with its properties and projects, having limited financial resources, dealing in an industry with fluctuating demand and pricing, having to work with substantial governmental regulations, working in an industry involving hazardous operations, and other risk factors detailed herein. The forward-looking statements are made as of the date of this Form 20-F and the Company assumes no obligation to update the forward-looking statements or to update the reasons actual results could differ from those projected in such forward-looking statements. Therefore, readers are cautioned not to place undue reliance on these forward-looking statements.

The Company’s consolidated financial statements and all other references to currency throughout this Form 20-F are stated in Canadian Dollars (“Cdn”) unless specifically indicated otherwise and are prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), the application of which, in the case of the Company, conforms in all material respects for the periods presented with U.S. GAAP, except as noted in the notes to the consolidated financial statements.

PART I

ITEM 1.                Identity of Directors, Senior Management, and Advisors

Not applicable.

ITEM 2.                Offer Statistics and Expected Timetable

Not applicable.

ITEM 3.                Key Information

Selected Financial Data

The selected consolidated financial data for each of the years in the most recent five-year periods ended September 30, 2009 have been derived from our consolidated financial statements and the related notes. The consolidated financial statements for the year ended September 30, 2009 can be found included in this Annual Report beginning on page F-1.

Our consolidated financial statements have been prepared in accordance with Canadian GAAP. Refer to Note 14 of the consolidated financial statements included herein for a discussion of the material differences between Canadian GAAP and U.S. GAAP, and their effect on the Company’s financial statements.

1


Summary Financial Data

    Year     Year     Year     Year     Year  
    ended     ended     ended     ended     ended  
    September     September     September     September     September  
    30, 2009     30, 2008     30, 2007     30, 2006     30, 2005  
Canadian GAAP:                              
 Revenue $ Nil   $ Nil   $ Nil   $ Nil   $ Nil  
 Loss for the year   (999,218 )   (518,856 )   (600,851 )   (507,426 )   (778,853 )
 Basic and diluted loss per share   (0.03 )   (0.02 )   (0.03 )   (0.03 )   (0.05 )
 Weighted average shares outstanding   32,268,780     21,396,073     17,315,172     15,036,926     14,340,414  
 Dividends   Nil     Nil     Nil     Nil     Nil  
 Total assets   10,725     852,889     107,926     83,482     133,628  
 Shareholder equity (Deficiency)   (197,757 )   726,533     (73,756 )   (566,735 )   (269,079 )
                               
U.S. GAAP:                              
 Loss for the year   (975,491 )   (518,856 )   (600,851 )   (534,750 )   (829,260 )
 Basic and diluted loss per share   (0.03 )   (0.02 )   (0.03 )   (0.04 )   (0.06 )
 Weighted average shares outstanding   32,268,780     21,396,073     17,315,172     15,036,926     14,340,414  
 Total Assets   10,725     829,162     84,199     5,751     83,321  
 Shareholder Equity (Deficiency)   (197,757 )   702,806     (97,483 )   (644,466 )   (319,486 )

Currency and Exchange rates

All dollar amounts set forth in this report are in Canadian dollars, except where otherwise indicated. The following table sets forth (i) the rates of exchange for the Canadian dollar, expressed in U.S. dollars, in effect at the end of each of the periods indicated; (ii) the average exchange rates in effect on the last day of each month during such periods; and (iii) the high and low exchange rate during such periods, in each case based on the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York:

    Average     High     Low     Close  
February 2010   .9471     .9639     .9275     .9512  
January 2010   .9584     .9779     .9336     .9347  
December 2009   .9473     .9645     .9304     .9532  
November 2009   .9414     .9597     .9195     .9425  
October 2009   .9489     .9795     .9123     .9328  
September 2009   .9241     .9439     .9005     .9211  
                         
Fiscal Year Ended 09/30/2009   .8508     .9593     .7653     .9211  
Fiscal Year Ended 09/30/2008   .9917     1.0908     .9262     .9437  
Fiscal Year Ended 09/30/2007   .9002     1.0041     .8437     1.0041  
Fiscal Year Ended 09/30/2006   .8754     .9148     .8345     .8979  
Fiscal Year Ended 09/30/2005   .8181     .8601     .7836     .8542  

2


Risk Factors

History of losses, likelihood of future losses and dependence on additional financing

Globetech’s principle business activities is the exploration and development of mineral properties of which the Company has no ore reserves and no revenue. In addition the Company will require capital to explore for minerals which may not be readily available. The Company does not have any positive cash flow from operations. The Company relies on private placements, exercise of stock options and warrants to raise funds from equity.

The Company is subject to a number of significant uncertainties and risks including those described below and those described elsewhere in this Annual Report. These and other risk factors, may ultimately affect the Company in a manner and to a degree that cannot be foreseen at this time.

Exploration and Mining Risks

The business of exploration for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. The properties in which the Company has, or is acquiring an interest in have no known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explorations, cave-ins, landslides, and the inability to obtain suitable adequate machinery, equipment, or labour are other risks involved in the operation of mines and the conduct of exploration programs. The Company has relied on and may continue to rely upon consultants and others for exploration and development expertise. Although substantial benefits may be derived from the discovery of a major mineral deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties are affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment, and other such factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. The Company has no producing mines.

Development Risks

The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection.

Need for Additional Financing

Due to the nature of the Company’s business, there can be no assurance that the Company will be profitable. For at least the last five years, the Company has incurred losses. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to the Company is through the sale of its equity shares. Even if the results of operations are encouraging, the Company may not have sufficient funds to conduct the further development that may be necessary to determine whether or not a commercial product exists. While the Company may generate additional working capital through further equity offerings or through the sale or possible syndication of its property, there is no assurance that any such funds will be available. If available, future equity financings may result in substantial dilution to purchasers under the offering. At present it is impossible to determine what amounts of additional funds, if any, may be required. If the Company is unable to raise such funds it may suffer dilution or loss of interest in its assets.

3


Mineral Prices

The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of ore are discovered, a profitable market may exist for the sale of minerals produced by the Company. Factors beyond the control of the Company affect the marketability of any substances discovered. Mineral prices, in particular gold prices, have fluctuated widely in recent years. The marketability of minerals is also affected by numerous other factors beyond the control of the Company. These other factors include government regulations relating to price, royalties, allowable production, and importing and exporting of minerals.

Competition

The Company competes against other companies possessing greater financial resources and technical facilities than itself.

Dependence on Key Management

The Company’s development to date has depended, and in the future will continue to depend, on the efforts of key management. The Company does not have management contracts with any of the management of the Company.

Environmental and Other Regulatory Requirements

Mineral exploration activities require permits from various governmental authorities and are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety and other matters. Companies engaged in the exploration and development of mineral properties generally experience increased costs, and delays as a result of the need to comply with applicable laws, regulations, and permits. The Company believes it is in substantial compliance with all material laws and regulations which currently apply to its activities.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory of judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, instalment of additional equipment, or remedial actions. Parties engaged in mineral exploration and development activities may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Price Fluctuations: Share Price Volatility

In recent years, securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered development stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.

4


Dividends

All of the Company’s available funds will be invested to finance the growth of the Company’s business and therefore investors cannot expect to receive a dividend on the Company’s common shares in the foreseeable future.

ITEM 4

     A.                Information on the Company

Globetech Ventures Corp. (“Globetech” or the “Company”), a public company quoted on the OTC Bulletin Board under the symbol GTVCF, was incorporated under the laws of the Province of British Columbia on November 20, 1991 under the name Universal Enterprises Corp. The Company then changed its name to Colossal Resources Corp. on August 17, 1992 and became a reporting issuer with its shares listed for trading on the Vancouver Stock Exchange under the symbol CLP. On February 24, 1997 the Company voluntarily de-listed its shares from the Vancouver Stock Exchange. Its shares were listed for trading on the NASDAQ Small Cap Exchange under the symbol CLPZF on April 3, 1996. On July 28, 1998 the Company’s shares were de-listed from the NASDAQ Small Cap Exchange for failing to maintain a bid price of not less than US $1.00 per share. The Company’s common shares began quotation on the OTC Bulletin Board under the symbol CLPZF. On September 20, 2000 the Company changed its name to Globetech Ventures Corp. with a new trading symbol of GTVCF.

The Company is currently a reporting issuer under the securities laws of British Columbia and Alberta.

     B.                Business Overview

The Company’s head office and principal place of business is located at Suite 1130 – 789 West Pender Street, Vancouver, British Columbia V6C 1H2.

Globetech’s principal business activities are the exploration and development of mineral properties with the intent of developing a mine and the production and processing of mineral resources. The Company does not have any mineral properties containing a known ore deposit. The Company had previously launched a website and was intent in developing a service business from that website. With no significant results and insufficient capital the Company went back to mineral exploration, a business that the directors and officers are familiar with.

The Company’s primary focus for 2010 is to conduct exploration programs on the Gold Buck property.

The Company is affected by seasonality, with winter conditions making exploration on the property difficult at this early stage of exploration.

     C.                Organizational Structure

The Company was incorporated in the province of British Columbia. The Company has no significant subsidiaries and is taking steps to wind down all old subsidiary companies.

     D.                Property, Plant and Equipment

The Company rents executive and administrative office space located at Suite 1130 – 789 West Pender Street, Vancouver, British Columbia, V6C 21H2, Canada, for the sum of $2,000 per month.

5


     E.                Mineral Property – Gold Buck, British Columbia, Canada

On September 30, 2009 the Company signed an option agreement to earn a 100% interest, subject to a 3% Net Smelter Return (NSR) Royalty, in the 500 hectare porphyry copper-gold Goldbuck property in the Quesnel Trough of Central British Columbia. The road accessible property lies 58 kilometres east of Williams Lake.

The Goldbuck property lies 5 kilometres northeast of the blind Fjordland Exploration Inc. copper-gold-molybdenum Southeast Zone recently discovered on their Woodjam property. The Goldbuck property is underlain by Eocene calc-alkaline volcanic and sediment and Miocene flood basalt cover rocks. The Triassic Jurassic Takomkane batholith lies immediately to the southern boundary of the property.

A property wide soil geochemistry program was completed on the Goldbuck property by a previous company in 2006. This program was successful in identifying two linear copper-in-soil anomalies: A – 150 to 550 metres wide and 1200 metres long and B – 250 to 550 metres wide by 950 metres long. Selective follow up excavator trenching consistently intersected a hardpan layer at a depth of 2.5 metres. Composite soil samples from the base of the trenches returned copper values from 19 to 40 ppm.

Globetech plans a program of Mobile Metal Ion (MMI) soil geochemistry to penetrate through the hardpan layer and 35 line kilometres of follow-up Induced Polarization (IP) surveying to test the copper-in-soil anomalies in advance of diamond drilling.

Globetech is earning a 100% interest, subject to a 3% Net Smelter Return (NSR) royalty by issuing 2.1 million shares and by making cash payments totaling $350,000 over the next 32 months. Globetech can purchase ½ of the NSR for $1,000,000 at any time up to the 5th anniversary of the agreement.

R. Tim Henneberry, P.Geo., an independent consultant to Globetech, is the Qualified Person as defined in National Instrument 43-101, Canada, who has reviewed and approved the technical content of the above referenced material.

     F.                Website

Globetech had provided an on-demand 100% web-based VoIP (Voice Over IP) portal/service that operated on the Peer-to-Peer principle with a real-time location based portal built around the core converged VoIP/VIDEO service. Globetech wanted to provide online-members a way to communicate globally with their peers in real-time via a single portal. In addition reports were designed to record time, location and other data for management purposes. It was envisaged that other organizations could also benefit from the competitive advantage of the resale of critically needed value added Sales or e-Learning tools to their entire customer or salesperson base.

Globetech’s business model was based on 4 integral components: (1) Browser-Based Peer-to-Peer VOIP, (2) low cost subscription based post-payment Billing Method, (3) incentivised 2 tier global channel partner network accessing untapped vertical markets, and (4) First ever real-time Portal & Social Community Networks built around the core browser-based Peer-to-Peer VOIP service that allows account reports.

A Peer-to-Peer VOIP service embedded in a browser places on-demand globally accessible VOIP service via any computer was the main feature. It also provided a portal environment built around it with a push of location based travel & accommodation services for leisure and business purposes. Ultimately, Globetech was designing a 100% embedded dialler inside a web browser making both VOICE/VIDEO (plus other services such as SMS & file sharing) accessible as well as real-time portal services to anyone in a non-invasive manner to any network or computer. Uniquely, the billing system allows users to track all VOIP, pay-per-use services, value-added services, & real-time portal services to their global account on a per-use basis. Therefore any subscriber can use any “connected” computer to make & receive long-distance calls, and use their subscription account to track a number of activities.

6


Globetech had launched a beta version of its dating site under the website name: “matingcall.com”. This site was operational with some of its features installed. The purpose was to debug the site and also populate it.

In operating the site for several months the Company did not record any significant increase in membership and decided that it did not have the necessary capital to engage in major marketing campaigns. The Company does not believe organic growth would produce any significant results. The Company decided not to pursue this technology and return to mineral exploration.

     G.                Mineral Property – Gladys Lake, British Columbia, Canada

On February 28, 2005, Globetech announced that it had entered into an option agreement whereby the Company can earn a 100% interest in the Gladys Lake porphyry molybdenum property from Mr. John Peter Ross of Whitehorse, Yukon. The Company kept the property on the basis that molybdenum would be a good prospective metal and that this property was in close proximity to a prospective mine going into production. Molybdenum prices soared from a low of $3.00 to over $30.00 per pound but have settled in a range below $10.00. It seemed improbable to raise equity funds on a commodity that is so volatile and the Company decided not to pursue this project. Effectively the Company had no interest in pursuing this property for some time but waited for the vendors to effectively terminate the agreement. There are no residual effects.

ITEM 5

Operating and Financial Review and Prospects

The Company has prepared Consolidated Financial Statements in accordance with Canadian generally accepted accounting principles, which differ in certain respects from U.S. GAAP. You can read about some of the principal differences in Note 14 to the Consolidated Financial Statements, where you will find a reconciliation of our Consolidated Financial Statements and U.S. GAAP.

Results of Operations

Year Ended September 30, 2009

For the year ended September 30, 2009, the Company had a net loss of $999,218 compared to a net loss of $518,856 for the previous year. The major items in 2009 was the write down of the previously held mineral property at Gladys Lake for $109,231 and the write down of the website costs of $725,000. It was decided not to pursue the Gladys Lake property as the price of molybdenum was too low and very volatile. The Company waited for the vendors to demand payment under the terms of the agreement and effectively lost any rights to the property. The Company also decided not to pursue the website business as results were disappointing and as a result where additional financing to improve penetration would be very difficult. The Company decided to go back to mineral exploration with the addition of a gold exploration property. Various operating costs have been reduced as a conscious effort to sustain operations.

7


Year Ended September 30, 2008

For the year ended September 30, 2008, the Company had a net loss of $518,856 compared to a net loss of $600,851 for the previous year. One of the major items is stock-based compensation expensed as a result of stock options granted in 2008. Without stock-based compensation expense of $223,209, the loss for 2008 is $295,647 down significantly from the previous year. The Company spent its efforts on finding a new business reducing the need for public relations and stock promotion, as can be seen in the reduction from $83,358 in 2007 to a mere $1,445 in 2008. Consulting fees were also down as a result of efforts focused on the dating site website business.

Year Ended September 30, 2007

For the year ended September 30, 2007, the Company had a net loss of $600,851 compared to a net loss of $507,426 for the previous year. The main differences were consulting fees of $248,500 as compared to $261,499 in 2006, interest expense of $68,065 compared to $88,986, public relations of $83,358 compared to $10,710 and travel expense of $16,034 compared to $4,620. The Company has looked at projects in India, Singapore and Mexico in the past year contributing to consulting and travel costs. With the decrease in loans payable interest expense has also decreased. The Company incurred $83,406 for a public relation and shareholder information program.

Liquidity and Capital Resources

At September 30, 2009 the Company had a working capital deficiency of $207,757. The Company expects to issue shares for debt and raise additional financing from a private placement.

At September 30, 2008, the Company had a working capital deficiency of $110,014 as compared to the previous year end deficiency of $169,063. The Company retired loan interest of $36,250 by issuing 241,667 shares at a price of $0.15. In addition, the Company issued 2,366,817 shares from treasury for the settlement of debts of $294,686 during the year ended September 30, 2008. Pursuant to the acquisition of the Gladys Lake option, the Company issued 100,000 shares.

The Company needs to raise additional cash for working capital or other expenses to properly continue operations. We may encounter lower than anticipated opportunities to raise equity funding, higher than anticipated expenses, or opportunities for acquisitions of other business initiatives that require significant cash commitments, or other unanticipated problems or expenses that could result in a requirement for additional capital before that time. If we need to raise additional cash, financing may not be available to us on favorable terms, or at all. No assurance can be given that the Company will be able to raise sufficient funds. In addition, the Company will be required to raise additional funds for working capital.

Research and Development

There are no research and development tasks currently being undertaken.

Legal Proceedings

Nil

Tabular Disclosure of Contractual Obligations

There were no outstanding loans at September 30, 2009 and 2008.

8


ITEM 6

Directors, Senior Management, and Employees

The directors and senior management of the Company are as follows:

Name Position Year in Which Elected or Appointed
     
Casey Forward President, CEO & Director, Chief Financial Officer 2003
Dr. K. Sachdeva Director 2004
Ian Bartholomew Director 2006

Casey Forward, President, CEO, CFO, Director

Casey Forward is a Certified General Accountant and has been running an independent accountancy practice in Canada since 1990. He has worked for public companies in Canada, the United States, and Great Britain. He has owned companies in Canada and, in particular, he was an owner and president of a company in the construction and land development business and an owner and president of a storage and transport company, both located in Edmonton, Alberta, Canada. Before entering the field of accountancy, he was studying molecular biology at the University of Manitoba.

Dr. K Sachdeva, Director

Dr. Sachdeva is a practicing acupressurist and a businessman in Vancouver B.C.

Ian Bartholomew, Director

Ian Bartholomew is a Chartered Accountant in Vancouver B.C.

Cash Compensation:

Total compensation accrued and/or paid (directly and/or indirectly) to all directors/senior management during the fiscal year ended September 30, 2009 was $54,000.

The Company has no formal management agreements with any director or member of senior management.

Director Compensation:

The Company has no formal plan for compensating its Directors for their service in their capacity as such, or for services rendered to the Company as consultants or experts.

9


Stock Options:

As at September 30, 2009 the following stock options were outstanding to senior management and directors.

      Market Value  
      of Securities  
  Securities   Underlying  
  Under Exercise or Options on  
  Options Base Price of the Date of  
Name Granted Security Grant Expiry Date
         
Casey Forward 600,000 $0.15 $0.16 December 20, 2010
         
Dr. Sachdeva 200,000 $0.15 $0.16 December 20, 2010
         
Ian Bartholomew 200,000 $0.15 $0.16 December 20, 2010

Board Practices

The Company has elected an audit committee of which it is desirable to have not fewer than three directors, of whom a majority shall not be officers or employees of the Company or an affiliate of the Company. As the Company is small it may be impossible at times to have three members of which two are independent. The audit committee’s functions are to monitor overall adherence to Company policy, the effectiveness of the Company’s internal audit personnel and their audit activities and to meet with the Company’s accountants and auditors on financial and audit matters, as appropriate.

Employees

As of September 30, 2009, the end of the most resent fiscal year, the Company had no employees.

ITEM 7

Major Shareholders and Related Party Transactions

The Company’s securities are recorded on the books of its transfer agent in registered form. The majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective clients. The Company does not have knowledge of the beneficial owners thereof. To the best of its knowledge the Company is not directly nor indirectly owned or controlled by another corporation(s) or by a foreign government. The following table lists as of March 26, 2010 each person who, to the knowledge of the Company, owns more than 5% of the Company’s voting securities and the total amount of the Company’s voting securities owned by the Company’s officers and directors.


Title of Class
Name of Beneficial
Owner(1)
Amount and Nature
of Beneficial
Ownership

Percent of Total
Common Shares Cede & Co 11,297,794 32.7%
  CDS & Co 4,219,329 12.2%
  Officers and directors 1,715,000 5.4%

10


Related Party Transactions

(a) Loans from Related Parties

Nil

 (b) Related Party Transactions

The Company has entered into the following                  
transactions with related parties:   2009     2008     2007  
Management or consulting fees to officers of the Company $  36,000   $  72,000   $  84,000  
                   
Consulting fees to a director(s)   18,000     34,000     56,000  
                   
  $  54,000   $  106,000   $  140,000  

As at September 30, 2009, there was $101,748 (2008 - $3,865) due to two directors, and $25,000 (2008- $7,000) due to a former director and officer of the Company.

Officer and directors entered into debt settlement agreements to retire debt of $nil (2008 - $115,500) and received nil (2008 - 1,155,000) shares at $0.10 each.

Amounts due to related parties do not bear interest, are unsecured, and have no fixed payment terms.

ITEM 8

Financial Information

The Company has elected to provide financial statements pursuant to Item 18.

The financial statements filed as part of this Annual Report are listed in “Item 18. Financial Statements”.

All financial statements herein, unless otherwise stated, are presented in accordance with Canadian GAAP. Such financial statements have been reconciled to U.S. GAAP. For information regarding applicable exchange rates that were in effect for Canadian dollars against United States dollars, see “Item 3. Key Information”.

Neither the Company nor any of its subsidiaries are subject or has recently been subject to any legal or arbitration proceeding, including any bankruptcy, receivership or similar proceedings and those involving any third-party, which may have or have had in the recent past, significant effect on the Company’s financial position or profitability. To the knowledge of the Company, there are no such legal or arbitration proceedings contemplated.

11


ITEM 9

The Offer and Listing

The following table lists the volume of trading, high, low, and closing sales prices for the Company’s common shares for the last six months, the last eight fiscal quarters, and the last four fiscal years.

  US Dollars
       
Period Ended High Low Closing
       
Monthly      
February, 2010 $0.08 $0.03 $0.03
January, 2010 0.08 0.03 0.03
December, 2009 0.05 0.03 0.03
November, 2009 0.04 0.01 0.01
October, 2009 0.05 0.04 0.04
September, 2009 0.05 0.03 0.04
       
Quarterly      
December 31, 2009 0.05 0.01 0.03
September 30, 2009 0.08 0.03 0.04
June 30, 2009 0.16 0.06 0.06
March 31, 2009 0.17 0.02 0.13
December 31, 2008 0.08 0.01 0.01
September 30, 2008 0.20 0.07 0.08
June 30, 2008 0.30 0.11 0.20
March 31, 2008 0.19 0.10 0.12
       
Annually      
September 30, 2009 0.17 0.01 0.04
September 30, 2008 0.34 0.07 0.08
September 30, 2007 0.32 0.17 0.27
September 30, 2006 0.82 0.19 0.21
September 30, 2005 0.67 0.13 0.17

The principal trading market is the OTC Bulletin Board where the common shares of the Company are quoted under the stock symbol GTVCF.OB. Effective February 19, 2004, the Company’s common shares were approved for trading over the counter on the Frankfurt and Berlin Stock Exchanges under the stock symbols GTVCF.F and GTVCF.BE respectively.

ITEM 10

Additional Information

Share Capital

Our authorized share capital as at September 30, 2009 was unlimited common shares without par value. Our issued and outstanding share capital at September 30, 2009 was 32,494,363.

All our shares, both issued and unissued, are common shares of the same class and rank equally as to dividends, voting powers and participation in assets upon liquidation. At any general meeting, subject to the restrictions on joint registered owners of our common shares, on a show of hands every shareholder who is present in person and entitled to vote has one vote and on a poll every shareholder has one vote for each share of which he or she is the registered owner and may exercise such vote either in person or by proxy. Our directors may, from time to time, declare and authorize payment of dividends. No common shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights. There are no provisions for surrender, sinking or purchase funds.

12


Options to acquire common shares granted to our directors and officers are described under “Item 6 – Directors, Senior Management and Employees – Executive Compensation.

Memorandum and Articles of Association

We are registered in British Columbia, Canada, certificate of incorporation No. 188691. We do not have any stated "objects" or "purposes" as the Company Act of the Province of British Columbia does not require it. Our memorandum (“Memorandum”) has unlimited common shares without par value.

Pursuant to the laws of British Columbia, the province has enacted a new company act, the Business Corporations Act. We have registered our transition documents with the registrar of companies and we have obtained shareholder approval to change to the provisions of the new company act at our annual general meeting on March 22, 2005. Our articles of association (“Articles of Association”) contain the following provisions:

Voting Rights

Shareholders shall have the right to receive notice of, to attend, and to vote at all general meetings. Except as otherwise provided in the Articles of Association, on a show of hands each holder of shares present in person and entitled to vote shall have one vote and upon a poll each such holder who is present in person or by proxy and entitled to vote shall have one vote in respect of every share held by him.

Variation of Class Rights and Alteration of Capital

  (i)

We may by ordinary resolution increase the share capital, and cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person.

     
  (ii)

By special resolution that requires a three-fourths majority, we may consolidate and divide all or any of the share capital into shares of larger amount, sub-divide the shares into shares of smaller amount.

Transfer of Shares

  (i)

Any member can transfer shares by delivering an instrument of transfer to our transfer agent.

Directors

  (i)

Our business is managed by the Directors who may exercise all powers subject to the provisions of the Articles of Association and the Business Corporations Act of British Columbia.

     
  (ii)

The number of Directors shall be not less than four. At our last annual general meeting, the number of directors was five. A Director shall not be required to hold any shares in the capital of our Company. At each annual general meeting of our Company, all of the board of directors retire and our shareholders elect a new board.

13



  (iii)

A Director shall not vote but can be counted in the quorum present on any motion in respect of any contract, arrangement, transaction or any other proposal in which he has an interest that is to his knowledge a material interest.

     
  (iv)

The Directors shall be paid for their services as Directors such sums (if any) as the Directors may from time to time determine.

     
  (v)

The Directors may be paid all reasonable travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings or otherwise in connection with our business.

     
  (vi)

Directors can vote to remove a director at a directors meeting.

Borrowing Powers

  (i)

The Directors may exercise all of the powers to borrow money and to mortgage or charge its undertakings, properties, assets and uncalled capital, or any part thereof, and, subject to the provisions of the Articles of Association, to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of us or of any third party.

Dividends and Distributions on Liquidation to Shareholders

  (i)

The Directors may declare dividends, and need not give notice to any member. Subject to any priority, preference or special rights, all dividends shall be declared and paid according to the number of shares held on a specified date with respect of the period of which the dividend is paid.

     
  (ii)

The Directors may pay such interim dividends as they may determine.

     
  (iii)

No dividend shall bear interest.

General Meetings

  (i)

Each year we hold a general meeting as the annual general meeting in addition to any other meetings in that year, and not more than 13 months shall elapse between the date of one annual general meeting and that of the next. The annual general meeting shall be held at such time and place, as the Directors shall appoint.

     
  (ii)

All general meetings other than annual general meetings are extraordinary general meetings. The Directors may, whenever they think fit, convene an extraordinary general meeting.

Committees of the Board of Directors

Our board of directors has established an audit committee. Our audit committee will recommend a firm to be appointed as independent auditors to audit financial statements and to perform services related to the audit, review the scope and results of the audit with the independent auditors, review with management and the independent auditors our annual operating results and consider the adequacy of the internal accounting procedures and the effect of the procedures relating to the auditors' independence. In addition, the audit committee will monitor the board's corporate governance practices, propose nominees annually for election to the board, make recommendations as to the composition of the committees of the board and review the functioning of the board and the powers, mandates and performance of the committees.

14


Audit Committee Members:

  1.

Casey Forward

  2.

Dr. Kanwaljit Sachdeva – independent director with financial experience

  3.

Ian Bartholomew – independent director with financial experience

Our board of directors has established a compensation committee to review remuneration paid to senior officers of the Company.

Compensation Committee Members:

  1.

Casey Forward

  2.

Dr. K. Sachdeva

Our board of directors has established a corporate governance committee to (1) identify and select qualified individuals to serve as directors of the Company and nominate such individuals for election as directors at the Company's annual meeting of shareholders (2) develop and establish corporate governance policies and procedures for the Company and (3) administer the Code of Ethics adopted by the Company

Corporate Governance Committee:

  1.

Casey Forward

  2.

Ian Bartholomew

Exchange Control and Other Limitations Affecting Security Holders

There is no law or government decree of regulation in Canada that restricts the export or import of capital, or that affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements.

There is no limitation imposed by Canadian law or by the articles or other charter documents of a company on the right of a non-resident to hold or vote common shares of a company, other than as provided in the Investment Canada Act, as amended (the “Investment Act”).

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government, corporation, partnership, trust or joint venture that is non-Canadian unless the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. If an investment by a non-Canadian is not a reviewable investment, it requires the filing of a short notice.

An investment in common shares of a company by a non-Canadian that is a “WTO investor” would be reviewable if the value of the assets of the Company equalled or exceeded $184 million, the threshold established for 1999. In subsequent years, the threshold amount may be increased or decreased in accordance with the provisions of the Investment Act. A WTO investor is a member of the World Trade Organization, current members of which include the European Community, Germany, Japan, Mexico, the United Kingdom and the United States, or a WTO investor-controlled entity, as defined in the Investment Act.

15


An investment in common shares of a company by a non-Canadian, other than a WTO investor, would be reviewable under the Investment Act if it were an investment to acquire control of a company and the value of the assets were $5.0 million.

The Investment Act would not apply to certain transactions in relation to our common shares, including:

An acquisition of common shares of a company by any person made in the ordinary course of that person’s business as a trader or dealer in securities;

An acquisition of control of a company by an amalgamation, merger, consolidation or corporate reorganization following which the control of the Company, remains unchanged.

Taxation

U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following is a summary of certain material U.S. federal income tax consequences to a U.S. Holder (as defined below) arising from and relating to the ownership and disposition of our Common Shares.

     This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax consequences that may apply to a U.S. Holder as a result of the ownership and disposition of our Common Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences applicable to such U.S. Holder. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. Each U.S. Holder should consult its own financial advisor, legal counsel, or accountant regarding the U.S. federal, U.S. state and local, and foreign tax consequences arising from or relating to the ownership and disposition of our Common Shares.

     No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (“IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences to U.S. Holders of the ownership and disposition of the Common Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

Scope of this Disclosure

Authorities and Assumptions

     This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published IRS rulings, judicial decisions, published administrative positions of the IRS, and the Convention between Canada and the U.S. of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Treaty”), in each case, as in effect and available, as of the date hereof. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive basis. Except as explicitly set forth herein, this summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation or regulations.

     This summary assumes that the U.S. Holder holds each Common Share as a capital asset within the meaning of Section 1221 of the Code.

16


U.S. Holders

     For purposes of this summary, a “U.S. Holder” is a beneficial owner of Common Shares that, for U.S. federal income tax purposes, is (a) an individual who is a citizen or resident of the U.S., (b) a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, that is created or organized in or under the laws of the U.S., any state in the U.S. or the District of Columbia, (c) an estate if the income of such estate is subject to U.S. federal income tax regardless of the source of such income, or (d) a trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes or (ii) a U.S. court is able to exercise primary

Taxation - Certain Canadian Income Tax Consequences to United States Investors

This section is to make United States persons aware and caution them as to some of the consequences of investing in the Company (a Canadian company).

A brief description of certain provisions of the tax treaty between Canada and the United States is included below. The consequences of state and local taxes are not considered. The following information is general and security holders should seek the advice of their own tax advisors.

TAXATION OF DIVIDENDS

A holder of a common share who is not resident in Canada for purposes of the Income Tax Act will be subject to Canadian withholding tax on dividends paid or credited to the holder of the common share. The rate of withholding tax on dividends is 25% of the amount of the dividend. This rate may be reduced under the provisions of an international tax treaty to which Canada is a party. Under the tax treaty that Canada has entered into with the United States, the rate of Canadian withholding tax is generally reduced to 15%, or 5% in the case of a corporate holder which owns 10% or more of the voting shares. A foreign tax credit for the tax withheld may be available to a holder resident in the United States against U.S. federal income taxes.

DISPOSITION OF COMMON SHARES

A non-resident holder of a common share will not be subject to tax under the Income Tax Act in respect of a capital gain realized on the disposition of a common share unless the common share is a "taxable Canadian property" (as defined in the Income Tax Act). Shares of a corporation that are listed on a prescribed stock exchange are generally not considered to be taxable Canadian property. Taxable Canadian property includes any common share held by a non-resident if used in carrying on a business (other than an insurance business) in Canada. A non-resident whose common shares constitute taxable Canadian property will realize upon disposition, a capital gain (or a capital loss).

One-half of any capital gain realized by a holder (a taxable capital gain) will be included in computing the holder's income.

Non-residents are advised to consult their tax advisers with regard to the availability of a treaty exemption and their own particular circumstances.

Passive Foreign Investment Company

A foreign corporation with one or more U.S. shareholders is a PFIC if 75% or more of its income is passive income or if at least 50% of its assets would be invested in instruments which produce interest, dividends and/or capital gains. Unlike a controlled foreign corporation or a foreign personal holding company, there is no minimum percentage ownership by U.S. shareholder to trigger application of the PFIC rules. If a foreign corporation has a high enough percentage of passive income or assets, it is a PFIC as regards any U.S. shareholder no matter how small their ownership percentage of the foreign corporation and regardless of whether the U.S. shareholders, individually or in the aggregate, have the ability to control the business or investments of the foreign corporation.

17


If a person owns shares in a PFIC and sells them for a profit, that person must generally pro-rate its profit over all the years it held the shares in the PFIC, pay U.S. income tax on the profit allocated to each year at the highest U.S. rate in effect for that year, and pay interest on all the prior year’s tax, computed from the tax return due date for the year to which the income is attributable.

The above rule may not apply if a person elects to treat its investment as a "Qualified Electing Fund" (QEF). This election is made by attaching Form 8621 to the annual tax return. This will permit the annual inclusion of the QEF in a person’s pro-rata share of ordinary income and long-term capital gains.

We do not believe it was a passive foreign investment company during the fiscal period ended September 30, 2004 or any other year.

Future Developments

The foregoing discussion is based on existing provisions of the United States tax laws, existing and proposed regulations thereafter, and current administrative rulings and court decisions, all of which are subject to change. Any such changes could affect the validity of this discussion. In addition, the implementation of certain aspects of the PFIC rules requires the issuance of regulations which in many such instances have not yet been promulgated and which may have retroactive effect. Furthermore, legislation has been proposed which would replace the PFIC provisions with a consolidated anti-deferral regime. While this legislation was vetoed, it may be re-introduced in subsequent years.

ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES.

ITEM 11 - Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 12 - Description of Securities Other Than Equity Securities

Not applicable.

PART II

ITEM 13 - Defaults, Dividends Arrearages and Delinquencies

Not applicable.

ITEM 14 - Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

18


ITEM 15. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2009 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 20-F for the year ended September 30, 2009 fairly present our financial condition, results of operations and cash flows in all material respects.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

19


Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

Insufficient Resources: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

Insufficient Written Policies & Procedures: We have insufficient written policies and procedures for accounting and financial reporting.

Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) prepare and implement sufficient written policies and checklists for financial reporting and closing processes and (4) may consider appointing outside directors and audit committee members in the future.

Management, including our Chief Executive Officer and the Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in internal control over financial reporting

As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the fiscal year ended September 30, 2009 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the effectiveness of controls and procedures

Our management, including our Chief Executive Officer and the Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

20


ITEM 16.A - Audit Committee Financial Expert

The Board of Directors has determined that Ian Bartholomew, member of the audit committee, qualifies as Audit Committee Financial Expert in accordance with the terms of Item 16.A of Form 20-F. For further information please refer to ITEM 6. – Directors, Senior Management, and Employees.

ITEM 16.B - Code of Ethics

Globetech Ventures Corp. has adopted a written code of ethics that applies to, among others, the principal executive officer, principal financial officer, and principal accounting officer, or such persons performing similar functions. The Code of ethics was filed as Exhibit 10.3 to the 2003 Form 20-F Annual Report.

Good ethics and good business are inseparable. We shall apply these high standards in all relationships including with fellow employees, customers, partners, shareholders, government officials, suppliers, communities, competitors, and the general public. In turn, we expect each of these constituencies to maintain equally high standards of conduct.

The Company, its employees and its agents must comply fully will all laws and regulations. No employee should permit his or her personal interest to conflict, or appear to conflict, with the interests of the Company. Employees must be free of any personal relationships, activities or financial affairs that may influence any business decisions that could affect the Company.

While it is impossible to cover every situation where a violation or conflict could occur, there are many areas where care is required, including corporate records, political contributions, gifts and entertainment, relations with auditors, compliance with laws and regulations, and confidential information. However, this is not a substitute for sound judgment. Any actual, potential, or perceived conflict of interest or ethical violation should be reported immediately.

It is the responsibility of the Board of Directors to ensure the Code of Ethics is understood and complied with.

ITEM 16.C - Principal Accountant Fees and Services

Davidson & Company LLP was appointed the Company auditors effective March 2, 2009. Previously MacKay LLP was appointed the Company’s auditor effective March 27, 2003. Audit fees paid or accrued are as follows:

Audit fees (Davidson & Company LLP) 2009 $ 35,560  
Other fees in 2009 $ Nil  
Audit fees (MacKay LLP) 2008 $ 30,502  
Other fees in 2008   Nil  
Audit fees (MacKay LLP) 2007 $ 19,000  
Other fees in 2007   Nil  

ITEM 16.D - Exemptions from the Listing Standards for Audit Committees

Not applicable.

21


ITEM 16.E - Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

ITEM 16.F - Changes in Registrant’s Certifying Accountant

Not applicable.

ITEM 16.G - Corporate Governance

Not applicable.

PART III

ITEM 17 - Financial Statements

Not applicable.

ITEM 18 - Financial Statements

See our consolidated financial statements beginning on page F-1.

ITEM 19 - Exhibits

  Gold Buck Option Agreement

22


 

 

 

Globetech Ventures Corp.
(A development stage company)

Consolidated Financial Statements
(Expressed in Canadian dollars)

September 30, 2009

 

 

 

23


GLOBETECH VENTURES CORP.
(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)

 

SEPTEMBER 30, 2009



DAVIDSON & COMPANY LLP     A Partnership of Incorporated Professionals
  Chartered Accountants  

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
Globetech Ventures Corp.

We have audited the consolidated balance sheet of Globetech Ventures Corp. as at September 30, 2009 and the consolidated statements of operations and deficit and cash flows for the year 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 audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2009 and the results of its operations and cash flows for the year then ended in accordance with Canadian generally accepted accounting principles.

The consolidated financial statements as at September 30, 2008 and for the years ended September 30, 2008 and 2007 contain reconciliations of the financial statements between Canadian and United States generally accepted accounting principles, which prior to the restatement of the reconciliation of differences as described in Note 3, were examined by other auditors who expressed an opinion without reservation on those statements in their report dated January 16, 2009.

  “DAVIDSON & COMPANY LLP”
   
Vancouver, Canada Chartered Accountants
   
January 28, 2010  
(except as to Note 13 and Note 14 which  
 is as of March 29, 2010)  

 

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA –
U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements. Our report to the shareholders dated January 28, 2010 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the consolidated financial statements.

  “DAVIDSON & COMPANY LLP”
   
Vancouver, Canada Chartered Accountants
   
January 28, 2010  
(except as to Note 13 and Note 14 which  
 is as of March 29, 2010)  

nexia 
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada  V7Y 1G6
Telephone (604) 687-0947   Fax (604) 687-6172



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in Canadian dollars)
AS AT SEPTEMBER 30
 

    2009     2008  
             
             
 ASSETS            
             
 Current            
         Cash $  546   $  15,259  
         GST refundable   179     1,083  
             
 Total current assets   725     16,342  
             
 Equipment (Note 4)   -     2,316  
 Mineral properties (Note 5)   10,000     109,231  
 Website license (Note 6)   -     725,000  
             
 Total assets $  10,725   $  852,889  
             
             
 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)            
             
 Current            
         Accounts payable and accrued liabilities $  96,734   $  30,907  
         Amount payable pursuant to website license agreement (Note 6)   -     84,584  
         Due to related parties (Note 7)   111,748     10,865  
             
 Total current liabilities   208,482     126,356  
             
 Shareholders' equity (deficiency)            
         Capital stock            
                 Authorized            
                       Unlimited common shares with no par value            
                 Issued and outstanding (2009 - 32,494,363; 2008 – 32,030,363)   36,396,531     36,321,603  
         Contributed surplus   2,925,087     2,925,087  
         Deficit   (38,845,906 )   (38,520,157 )
         Deficit accumulated during the exploration stage   (673,469 )   -  
             
 Total shareholders’ equity (deficiency)   (197,757 )   726,533  
             
 Total liabilities and shareholders’ equity (deficiency) $  10,725   $  852,889  
             
Going concern (Note 1)            
Subsequent events (Note 13)            

On behalf of the Board:

“Casey Forward”    Director “Ping Shen”    Director

The accompanying notes are an integral part of these consolidated financial statements



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in Canadian dollars)
 

    Cumulative from                    
    the start of the                    
    exploration stage                    
    beginning                    
    July 1, 2009 to     Year Ended     Year Ended     Year Ended  
    September 30,     September 30,     September 30,     September 30,  
    2009     2009     2008     2007  
                         
                         
EXPENSES                        
     Accounting and legal (Note 7) $  24,500   $  54,207   $  42,502   $  44,658  
     Amortization   1,519     2,316     887     424  
     Consulting fees (Note 7)   -     87,128     135,965     248,500  
     Interest and bank charges   -     2,098     790     68,065  
     Management fees (Note 7)   -     36,000     72,000     60,000  
     Office and miscellaneous   6,000     30,179     27,239     41,133  
     Property examination costs   -     -     -     20,213  
     Public relations   -     2,231     1,445     83,358  
     Regulatory and transfer agent fees   1,034     7,844     3,988     8,818  
     Stock-based compensation   -     -     223,209     -  
     Telephone   -     -     200     9,471  
     Travel and promotion   -     -     1,724     16,034  
     Website maintenance fees   -     27,568     9,000     -  
                         
    33,053     249,571     518,949     600,674  
                         
Net loss before other items   (33,053 )   (249,571 )   (518,949 )   (600,674 )
                         
OTHER ITEMS                        
     Foreign exchange loss   -     -     -     (182 )
     Interest income   -     -     93     5  
     Gain on settlement of debt   84,584     84,584     -     -  
     Write-down of mineral properties   -     (109,231 )   -     -  
     Write-down of website license   (725,000 )   (725,000 )   -     -  
                         
    (640,416 )   (749,647 )   93     (177 )
                         
Net loss for the period $  (673,469 ) $  (999,218 ) $  (518,856 ) $  (600,851 )
                         
Basic and diluted loss per common share       $  (0.03 ) $  (0.02 ) $  (0.03 )
                         
Weighted average number of common shares outstanding     32,268,780     21,396,073     17,315,172  

The accompanying notes are an integral part of these consolidated financial statements.



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIENCY)
(Expressed in Canadian dollars)
 

                            Deficit        
                            accumulated        
          Common                 during the        
    Number of     Shares Issued     Contributed           exploration        
    Shares     and Fully Paid      Surplus     Deficit     stage     Total  
                                     
                                     
Balance, September 30, 2006   15,640,751   $  33,824,961   $  3,008,754   $  (37,400,450 ) $  -   $  (566,735 )
Issuance of shares for cash:                                    
     Exercise of options   900,000     603,876     (306,876 )   -     -     297,000  
     Acquisition of Gladys Lake option   50,000     16,500     -     -     -     16,500  
     Issued on conversion of debt   3,731,128     780,330     -     -     -     780,330  
     Loss for the year   -     -     -     (600,851 )   -     (600,851 )
                                     
Balance, September 30, 2007 20,321,879 35,225,667 2,701,878 (38,001,301 ) - (73,756 )
Issuance of shares for cash:                                    
     Private placements   3,000,000     150,000     -     -     -     150,000  
     Acquisition of Gladys Lake option   100,000     15,000     -     -     -     15,000  
     Issued on conversion of debt   2,608,484     330,936     -     -     -     330,936  
     Acquisition of technology   6,000,000     600,000     -     -     -     600,000  
     Stock-based compensation   -     -     223,209     -     -     223,209  
     Loss for the year   -     -     -     (518,856 )   -     (518,856 )
                                     
Balance, September 30, 2008   32,030,363     36,321,603     2,925,087     (38,520,157 )   -     726,533  
     Issued for services   850,000     138,175     -     -     -     138,175  
     Treasury shares to be cancelled   (375,000 )   (60,937 )   -     -     -     (60,937 )
     Shares cancelled   (11,000 )   (2,310 )   -     -     -     (2,310 )
     Loss for the year   -     -     -     (325,749 )   (673,469 )   (999,218 )
                                     
Balance, September 30, 2009   32,494,363   $  36,396,531   $  2,925,087   $  (38,845,906 ) $  (673,469 ) $  (197,757 )

The accompanying notes are an integral part of these consolidated financial statements.



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian dollars)
 

    Cumulative from                    
    the start of the                    
    exploration stage                    
    beginning                    
    July 1, 2009 to     Year Ended     Year Ended     Year Ended  
    September 30,     September 30,     September 30,     September 30,  
    2009     2009     2008     2007  
                         
                         
CASH FLOWS FROM OPERATING ACTIVITIES                        
     Net loss for the period $  (673,469 ) $  (999,218 ) $  (518,856 ) $  (600,851 )
     Items not involving cash                        
             Accrued interest and foreign exchange on
                   converted debt
  -     -     -     67,928  
             Amortization   1,518     2,316     887     424  
             Gain on settlement of debts   (84,584 )   (84,584 )   -     -  
             Write-down of mineral properties   -     109,231     -     -  
             Write-down of website license   725,000     725,000     -     -  
             Shares issued for services   -     74,928     -     -  
             Stock-based compensation   -     -     223,209     -  
                         
     Changes in non-cash working capital items:                        
             GST refundable and other receivables   258     904     11,408     (8,523 )
             Accounts payable and accrued liabilities   39,392     65,827     206,119     359,997  
             Due to related parties   (8,130 )   90,883     (15,093 )   (116,130 )
                         
                         
     Net cash used in operating activities   (15 )   (14,713 )   (92,326 )   (297,155 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES                        
     Shares issued for cash   -     -     150,000     297,000  
                         
     Net cash provided by financing activities   -     -     150,000     297,000  
                         
CASH FLOWS FROM INVESTING ACTIVITIES                        
     Acquisition of website license   -     -     (40,416 )   -  
     Purchase of equipment   -     -     (2,127 )   -  
                         
     Net cash used in investing activities   -     -     (42,543 )   -  
                         
Change in cash during the period   (15 )   (14,713 )   15,131     (155 )
                         
Cash, beginning of period   561     15,259     128     283  
                         
Cash, end of period $  546   $  546   $  15,259   $  128  

Supplemental disclosure with respect to cash flows (Note 10)

The accompanying notes are an integral part of these consolidated financial statements.



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

1.

NATURE OF OPERATIONS AND GOING CONCERN

   

Globetech Ventures Corp. ("the Company") was incorporated under the laws of British Columbia, Canada. During the year ended September 30, 2005, the Company entered into a mineral property option agreement whereby it could earn a 100% interest in the Gladys Lake molybdenum property in the province of British Columbia. In order to earn its interest the Company was required to pay a total of $95,000 over a period of four years and issue 400,000 of its common shares over this same time period. From the date of acquisition to September 30, 2008 the Company paid a total of $85,504 in acquisition costs and incurred nominal exploration costs of $23,727. During the year ended September 30, 2008, the Company decided to refocus its business activities and entered into a website software licensing agreement for the use of online dating services. To acquire the website license the Company was required to pay an initial fee of $125,000 and issue 6,000,000 of its common shares. During fiscal 2008 the Company paid and/or accrued $125,000 and issued the 6,000,000 common shares which had a fair value of $600,000. During the fourth quarter of fiscal 2009 the Company reviewed the traffic to the website and determined that it was not being populated as contemplated and decided not to continue pursuing this venture. As a result the Company wrote-off its investment in the web site license in the fourth quarter of fiscal 2009. During the fourth quarter of 2009 the Company decided to change its business focus and entered into a mineral property option agreement to acquire a 100% interest in the Gold Buck claims located in the Williams Lake area of British Columbia, Canada, by paying a total of $350,000 over a period of three years and issuing 2,100,000 common shares of the Company.

   

The Company is considered to be in the exploration stage and is in the process of exploring and developing its mineral properties and has not yet determined whether the properties contain ore reserves that are economically recoverable. The recoverability of the amounts shown for mineral properties and related deferred exploration costs is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

   

These consolidated financial statements have been prepared assuming the Company will continue on a going- concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing through alliances with financial, exploration and mining entities, or other business and financial transactions which would assure continuation of the Company’s operations and exploration programs. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

   

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded on the balance sheets. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.


      2009     2008  
               
  Working capital (deficiency) $  (207,757 ) $  (110,014 )
  Deficit   (38,845,906 )   (38,520,157 )
  Deficit accumulated during the exploration stage   (673,469 )   -  



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

2.

SIGNIFICANT ACCOUNTING POLICIES

   

Basis of presentation

   

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. A summary of the significant accounting policies are as follows:

   

Basis of consolidation

   

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Sacolco (Pty) Ltd. ("Sacolco"), Glowing Green Minerals Ltd. ("Glowing"), and its 60% owned subsidiary Qasim Mining Enterprises Ltd. ("QMEL"). These consolidated financial statements also include the accounts of the wholly owned subsidiaries of Sacolco, Impro Metals (Pty) Ltd. and Sachemco (Pty) Ltd. All significant inter-company balances and transactions have been eliminated.

   

Financial instruments

   

The Company’s financial instruments consist of cash, accounts payable and accrued liabilities and amount payable pursuant to website license agreement. The fair value of the Company’s current assets and current liabilities are estimated by management to approximate their carrying values due to their immediate or short-term maturity. It is management’s opinion that the Company is not exposed to significant interest, or credit risks arising from these financial instruments. The Company limits its exposure to credit loss by placing its cash and cash equivalents with high credit quality financial institutions.

   

The Company has classified its cash as “held for trading” financial assets, its accounts payable and accrued liabilities, due to related parties and amount payable pursuant to website license agreement as "other financial liabilities".

   

All other financial instruments will be recorded at cost or amortized cost, subject to impairment reviews. The criteria for assessing an other-than-temporary impairment remain unchanged. Transaction costs incurred to acquire financial instruments are included in the underlying balance.

   

Derivatives embedded in other financial instruments must be separated and fair valued as separate derivatives under the new standard. The Company has not identified any derivatives nor embedded derivatives in any of its instruments.

   

Mineral properties

   

All costs related to the acquisition, exploration and development of mineral properties are capitalized by property. If economically recoverable ore reserves are developed, capitalized costs of the related property are reclassified as mining assets and amortized using the unit of production method. When a property is abandoned, all related costs are written off to operations. If, after management review, it is determined that the carrying amount of a mineral property is impaired, that property is written down to its estimated net realizable value. A mineral property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.




GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

2.

SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

   

Mineral properties (cont’d…)

   

The amounts shown for mineral properties do not necessarily represent present or future values. Their recoverability is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development, and future profitable production or proceeds from the disposition thereof.

   

Intangible assets

   

Intangible assets, consisting of a website license and software, are recorded at acquisition cost.

   

The intangible assets are not amortized but subject to management’s review of impairment annually or when events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable.

   

Research and development costs

   

The Company expenses development costs as they are incurred. Development costs are expensed as incurred until the commercialization of the website is achieved at which time any additional costs will be capitalized and amortized prospectively over their estimated economic life. To date, the Company has not capitalized any development costs.

   

Impairment of long-lived assets

   

Canadian generally accepted accounting principles require long-lived assets and intangibles held and used by the Company to be reviewed for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If changes in circumstances indicate that the carrying amount of an asset that an entity expects to hold and use may not be recoverable, future cash flows expected to result from the use of the asset and its disposition must be estimated. If the undiscounted value of the future cash flows is less than the carrying amount of the asset, impairment is recognized.

   

Asset retirement obligations

   

Asset retirement obligations are recognized for the expected obligations related to the retirement of long-lived tangible assets that arise from the acquisition, construction, development or normal operation of such assets. An asset retirement obligation is recognized in the period in which it is incurred and when a reasonable estimate of the fair value of the liability can be made with a corresponding asset retirement cost recognized by increasing the carrying amount of the related long-lived asset. The asset retirement cost is subsequently allocated in a rational and systematic method over the underlying asset's useful life. The initial fair value of the liability is accreted, by charges to operations, to its estimated future value.




GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

2.

SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

   

Stock-based compensation

   

The Company follows the Canadian Institute of Chartered Accountants Handbook section 3870, Stock-based Compensation and Other Stock-based Payments, and accounts for all grants of options to employees, non-employees and directors in accordance with the fair value method for accounting for stock-based compensation as defined by accounting principles generally accepted in Canada. The fair value of stock-based compensation awards are calculated using the Black-Scholes option pricing model ("Black-Scholes"). All option grants vest immediately.

   

Basic and diluted loss per share

   

The Company is using the treasury stock method to determine the dilutive effect of stock options and other dilutive instruments. The treasury stock method assumes that proceeds received from in-the-money stock options are used to repurchase common shares at the prevailing market rate.

   

Basic loss per share figures have been calculated using the weighted average number of common shares outstanding during the respective periods. Diluted loss per share figures are equal to those of basic loss per share for each year since the effects of the share purchase warrants and stock options have been excluded as they are anti-dilutive.

   

The following outstanding warrants and stock options were excluded from the diluted loss per share computation as their effect would have been anti-dilutive:


      2009     2008     2007  
                     
  Stock options   1,800,000     1,800,000     1,200,000  
  Warrants   -     3,000,000     3,000,000  

Income taxes

The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and loss carryforwards. Future tax assets and liabilities are measured using the substantively enacted tax rates expected to apply when the asset is realized or liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it to be more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

2.

SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

   

Use of estimates

   

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates are subject to measurement uncertainty. Actual results could differ from these estimates. Significant areas requiring the use of management estimates relate to the determination of impairment of mineral property interests and website license and the determination of fair value for stock based transactions. Where estimates have been used financial results as determined by actual events could differ from those estimates.

   

Adoption of new accounting policies

   

CICA Handbook section 1400 - general standards of financial statements

   

This section requires management to make an assessment of the Company’s ability to continue as a going concern, and to disclose any material uncertainties related to events or conditions that may cast significant doubt upon the entity’s ability to continue as a going concern.

   

EIC 174 – Mining exploration costs

   

The AcSB issued EIC-174, "Mining Exploration Costs" which provides guidance to mining enterprises related to the measurement of exploration costs and the conditions that a mining enterprise should consider when determining the need to perform an impairment review of such costs. The standard applies to financial statements issued after March 27, 2009.

   

CICA Handbook section 3064 - goodwill and other intangibles assets

   

This new section replaces Section 3062, Goodwill and other intangible assets and Section 3450, Research and development costs. It establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in the previous Section 3062.

   

The Company adopted these standards effective October 1, 2008 and management has determined that the adoption of these new standards did not have a material impact on the financial statements of the Company or its business.




GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

2.

SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

   

Future changes in accounting policies

   

Business combinations, non-controlling interests and consolidated financial statements

   

In January 2009, the CICA issued Handbook Sections 1582 “Business Combinations”, 1601 “Consolidated Financial Statements” and 1602 “Non-controlling Interests” which replace CICA Handbook Sections 1581 “Business Combinations” and 1600 “Consolidated Financial Statements”. Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under IFRS. Section 1582 is applicable for the Company’s business combinations with acquisition dates on or after October 1, 2011. Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements. Section 1601 is applicable for the Company’s interim and annual consolidated financial statements for its fiscal year beginning October 1, 2011. Early adoption of these Sections is permitted and all three Sections must be adopted concurrently.

   

International financial reporting standards

   

In addition to the above new accounting standards, the Accounting Standards Board (“AcSB”), in 2006, published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with International Financial Reporting Standards (“IFRS”) over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly listed companies to use IFRS, replacing Canada’s own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of October 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended September 30, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.


3.

RESTATEMENT

     

During the year ended September 30, 2009, the Company restated the following reconciled financial statements under United States GAAP (Note 14):

     
a)

Balance sheet as of September 30, 2008 under United States GAAP

     

The $85,504 of accumulated acquisition costs of the Company’s mineral properties and $600,000 of acquisition costs of website licenses should be capitalized under United States GAAP. The result is the increase of total assets by $685,504 and a reduction of the deficit by $685,504.

     
b)

Statements of operations for the year ended September 30, 2008 under United States GAAP

     

The mineral property acquisition costs of $15,000, which were the value of shares issued towards the payment of a mineral property per an option agreement, should be capitalized under United States GAAP. The result is a decrease of net loss for the year by $15,000 and an increase in non-current assets of $15,000 under United States GAAP.




GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

3.

RESTATEMENT (cont’d…)

     
b)

(cont’d…)

     

The website license acquisition costs of $600,000, which consists of share issuances towards a license purchase agreement were expensed, when they should be capitalized under United States GAAP. The result is a decrease of net loss for the year by $600,000 and an increase in non-current assets of $600,000 under United States GAAP.

     
c)

Statements of operations for the year ended September 30, 2007 under United States GAAP

     

Mineral property acquisition costs of $16,500, which were the value of shares issued towards the payment of a mineral property per an option agreement, should be capitalized under United States GAAP. The result is a decrease of net loss for the year by $16,500 and an increase in non-current assets of $16,500 under United States GAAP.

     
4.

EQUIPMENT


      September 30,     September 30,  
      2009     2008  
                                       
            Accumulated     Net Book           Accumulated     Net Book  
      Cost     Amortization     Value     Cost     Amortization     Value  
                                       
  Office equipment $  -   $  -   $  -   $  5,222   $  5,056   $  166  
  Computer equipment   -     -     -     28,439     26,289     2,150  
                                       
    $  -   $  -   $  -   $  33,661   $  31,345   $  2,316  

5.

MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS


  For the year ended September 30, 2009   Gold Buck     Gladys Lake     Total  
                     
  Acquisition costs, beginning of year $  -   $  85,504   $  85,504  
     Cash   10,000     -     10,000  
                     
  Acquisition costs, end of year   10,000     -     10,000  
                     
  Deferred exploration expenditures, beginning of year   -     23,727     -  
                     
  Deferred exploration expenditures, end of year   -     23,727     -  
                     
  Total   10,000     109,231     119,231  
                     
  Writen-off   -     (109,231 )   (109,231 )
                     
  Balance, end of year $  10,000   $  -   $  10,000  



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

5.

MINERAL PROPERTIES AND DEFERRED EXPLORATION COSTS (cont’d…)


  Accumulated costs to September 30, 2008   Gladys Lake     Total  
               
  Acquisition costs            
       Cash $  25,000   $  25,000  
       Shares   60,504     60,504  
               
      85,504     85,504  
               
  Deferred exploration expenditures            
       Report   13,199     13,199  
       Assessment work   1,789     1,789  
       Geologist   4,000     4,000  
       Transportation   4,739     4,739  
               
      23,727     23,727  
               
  Balance at September 30, 2008 $  109,231   $  109,231  

Gold Buck claims

On September 30, 2009, Globetech entered into an option agreement whereby the Company can earn a 100% interest in the Gold Buck claim located east of Williams Lake, British Columbia.

In order to earn a 100% interest, the Company is required to pay a total of $350,000, in ascending payments over a period of three years. The agreement also calls for the issuing of 2,100,000 shares of Globetech (issued subsequent to September 30, 2009). The vendor would retain a 3% Net Smelter Return Royalty, half of which can be purchased by the Company for the sum of $1,000,000 at any time within five years.

Cash terms are:

  (i)

down payment of $10,000; (paid)

  (ii)

payment of $20,000 on or before January 31, 2010;

  (iii)

payment of $50,000 on or before June 12, 2010;

  (iv)

payment of $10,000 on or before September 30, 2010;

  (v)

payment of $100,000 on or before June 12, 2011;

  (vi)

payment of $10,000 on or before September 30, 2011

  (vii)

payment of $100,000 on or before June 12, 2012;

  (viii)

payment of $50,000 on or before September 30, 2012.

Gladys Lake

On March 21, 2005, Globetech entered into an option agreement whereby the Company can earn a 100% interest in the Gladys Lake porphyry molybdenum property located in the Atlin area of the Province of British Columbia .



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

5.

MINERAL PROPERTIES AND DEFERRED MINERAL PROPERTY EXPENDITURES (cont’d…)

   

Gladys Lake (cont’d…)

   

In order to earn a 100% interest, the Company was required to pay a total of $95,000, in ascending payments over a period of four years. The agreement also called for the issuing of 400,000 shares of Globetech over this same period. Since April 12, 2005, the Company has issued 250,000 shares from treasury. After a four-year period, the Company agreed to pay an annual advance royalty of $25,000 commencing February 28, 2010. On completion of a bankable feasibility, the Company would issue to the vendor a further 400,000 shares of Globetech. The vendor would retain a 3% Net Smelter Return Royalty, 2% of which can be purchased by the Company on a pro-rata basis for the sum of $2,000,000 at any time within five years of commencement of commercial production. An initial down payment of $10,000 was made.

   

During 2008, the Company paid $NIL (2007 - $NIL) and issued an additional 100,000 (2007 - 50,000) shares. During the current year the Company decided not to proceed with the development of the property and has written off accumulated costs of $109,231.

   
6.

WEBSITE LICENSE

   

The Company entered into an agreement to license proprietary website software. The Company agreed to pay an initial fee of $125,000 and issue six million shares (issued at a price of $0.10 per share as agreed to between the parties) in consideration of the license and the basic system. The Company has paid $40,418 towards the initial fee with the balance payable on or before December 31, 2009. The Company also agreed to pay a maintenance fee of $6,000 per month which provides ongoing services. The initial term was for one year where after the Company had the right to renew on an annual basis unless terminated by the Company by giving three month's notice. The licensor was to provide a basic host of services, and was to provide or write additional program services at cost plus 20% plus royalties. The Company reviewed the traffic to the site and decided that the website service was not being populated as contemplated and decided not to continue pursuing this venture.

   

Intangible assets can be summarized as follows:


         
  Balance at September 30, 2007 $  -  
       License fee   725,000  
         
  Balance at September 30, 2008   725,000  
      Write-down of website   (725,000 )
         
  Balance, September 30, 2009 $  -  



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

7.

RELATED PARTIES

   

The Company has entered into the following transactions with related parties which are in the normal course of operations and have been valued in these financial statements at the exchange amount which is the amount of consideration established and agreed to by the related parties.


      September 30,     September 30,  
      2009     2008  
               
  Management fees to officers of the Company $  36,000   $  72,000  
  Consulting fees paid to a director   -     16,000  
  Paid or accrued accounting fees to an officer   18,000     18,000  
               
    $  54,000   $  106,000  

Officers and directors entered into debt settlement agreements to retire debt of $nil (2008 - $115,500) and received nil shares (2008 - 1,155,000) at $0.10 each.

   

Amounts due to related parties do not bear interest, are unsecured, and have no fixed payment terms.

   
8.

SHARE CAPITAL


  a)

Common shares

     
 

The authorized share capital of the Company is unlimited without par value. All shares, both issued and unissued, are common shares of the same class and rank equally as to dividends, voting powers and participation in assets upon liquidation. At any general meeting, subject to the restrictions on joint registered owners of the Company’s common shares, on a show of hands every shareholder who is present in person and entitled to vote has one vote and on a poll every shareholder has one vote for each share of which he or she is the registered owner and may exercise such vote either in person or by proxy. The Company’s directors may, from time to time, declare and authorize payment of dividends. No common shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights. There are no provisions for surrender, sinking or purchase funds.

     
  b)

Share issuance

     
 

During the year ended September 30, 2009

     
 

The Company issued 850,000 shares at an average price of US$0.13 for services of which 375,000 are being returned to treasury for cancellation. In addition 11,000 shares valued at $2,310 issued in 2006 for services were returned for cancellation.

     
 

During the year ended September 30, 2008




GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

8.

SHARE CAPITAL (cont’d…)

     
b)

Share issuance (cont’d…)

     

The Company completed a private placement of 3,000,000 units at $0.05 per unit. Each unit consists of one common share and one non-transferable share purchase warrant enabling the holder to purchase one common share for $0.10 exercisable until June 10, 2009.

     

The Company entered into debt settlement agreements to retire debt of $330,936 by issuing 2,608,484 shares at an average price of $0.13. Included in this amount is the issuance of 241,667 shares for interest on loans of $36,250 and the issuance of 1,155,000 for amounts owing to related parties of $115,500 (Note 7).

     
c)

Stock options

     

The Company has adopted an incentive stock option plan (the "Plan"). The essential elements of the Plan provide that the aggregate number of shares of the Company's capital stock issuable pursuant to options granted under the Plan may not exceed 6,498,872 shares. Options granted under the Plan may have a maximum term of five (5) years. The exercise price of the options granted under the Plan will not be less than the fair market value of the common stock at the date of grant. The Plan Administrator shall specify the vesting schedule for each stock option granted.

     

The Company is authorized to grant options to directors, employees and consultants. Stock option transactions and the number of stock options outstanding are summarized as follows:


            Weighted     Aggregate  
      Number of     Average     Intrinsic  
      Options     Exercise Price     Value  
                     
  Outstanding and exercisable at September 30, 2006   2,100,000     US$          0.78        
         Options exercised   (900,000 )   US$          0.30        
                     
  Outstanding and exercisable at September 30, 2007   1,200,000     US$          0.78        
         Options granted   1,800,000     0.16        
         Options cancelled/expired   (1,200,000 )   US$          0.78        
         Options exercised   -     -        
                     
  Outstanding and exercisable at September 30, 2008 and 2009   1,800,000   $  0.16   $  -  

The Company has 1,800,000 stock options of which 1,600,000, exercisable at a price of $0.15, were granted on December 20, 2007 that expire on December 20, 2010 and 200,000, exercisable at a price of $0.20, were granted on July 31, 2008, expiring on July 31, 2010.



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

8.

SHARE CAPITAL (cont’d…)

     
c)

Stock options (cont’d…)

     

During 2009, stock-based compensation has been recorded in the amount of $nil (2008 - $223,209; 2007 - $Nil) and included in contributed surplus. The amount is management's estimate of the fair value of nil (2008 - 1,800,000; 2007 - Nil) stock options granted and vested during the year, and has been expensed in the statement of operations.

     

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of the Company’s common stock as quoted on the OTC Bulletin Board as of September 30, 2009. The Company received cash payments for the exercise of stock options in the amount of $Nil, $Nil and $297,000 for the years ended September 30, 2009, 2008 and 2007, respectively. The aggregate intrinsic values of stock option awards exercised was $Nil, $Nil and $Nil for the years ended September 30, 2007, 2008 and 2009, respectively, as determined at the date of option exercise.

     

The above fair value amounts were calculated using the Black Scholes option pricing model using the following weighted average assumptions:


      2009     2008     2007  
                     
  Risk free interest rate   -     3.8%     -  
  Expected life   -     2.86 years     -  
  Expected annual volatility   -     145.35%     -  
  Expected dividend   -     -     -  
  Weighted average fair value of each option   -   $ 0.12     -  

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable single measure of the fair value of the Company's stock options.

The following table summarizes information about stock options outstanding at September 30, 2009:

      Options Outstanding     Options Exercisable  
                                 
    Weighted                          
      Number     Average           Number        
      Outstanding     Remaining     Weighted     Exercisable at     Weighted  
      at September     Contractual     Average     September 30,     Average  
  Range of exercise prices   30, 2009     Life (Years)     Exercise Price     2009     Exercise Price  
                                 
  $ 0.15 - $0.20   1,800,000     1.2   $  0.16     1,800,000   $  0.16  



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

8.

SHARE CAPITAL (cont’d…)

     
d)

Warrants

     

Pursuant to a private placement of 3,000,000 units, there were 3,000,000 warrants exercisable at $0.10 to purchase one common share which expired on June 10, 2009.

     
9.

INCOME TAXES

     

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:


      2009     2008     2007  
                     
  Loss before income taxes $  (999,218 ) $  (518,856 ) $  (600,851 )
                     
  Income tax recovery at statutory rates $  (301,014 ) $  (165,567 ) $  (208,015 )
  Non-deductible expenses   33,603     71,501     147  
  Unrecognized (recognized) benefit of non-capital losses   267,411     94,066     207,868  
                     
  Future income tax recovery $  -   $  -   $  -  

The significant components of the Company’s future income tax assets are as follows:

      2009     2008  
               
  Future income tax assets            
       Property, plant and equipment $  8,000   $  8,078  
       Mineral properties   365,000     337,437  
       Net capital losses available   2,730,000     2,838,701  
       Non-capital losses available   570,000     664,691  
               
      3,673,000     3,848,907  
  Valuation allowance   (3,673,000 )   (3,848,907 )
               
    $  -   $  -  

The Company has incurred non-capital losses of approximately $2,279,000 which may be applied to reduce taxable income in future years to 2029. In addition, the Company has net capital losses of approximately $21,836,000 which may be applied against taxable capital gains in the future. These net capital losses can be carried forward indefinitely. Also, the Company has available certain exploration and development expenditures to reduce taxable income of future years.

Future tax benefits which arise as a result of these future income tax assets have not been recognized in these financial statements as they are not considered more likely than not to be realized.



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

10.

SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS


                     
      2009     2008     2007  
                     
  Cash paid during the year for interest $  -   $  -   $  -  
                     
  Cash paid during the year for income taxes $  -   $  -   $  -  

      2009     2008     2007  
                     
  Shares issued for:                  
       Website costs $  -   $  600,000   $  -  
       Mineral property   -     15,000     16,500  
       Debt settlement         330,938     780,330  
                     
  Mineral property in due to related parties   10,000     -     -  
                     
  Accounts payable in website costs   -     84,584     -  

11.

CAPITAL DISCLOSURES

   

The Company considers its capital to consist of its debt and equity. Its objectives when managing capital are to safeguard the entity’s ability to continue as a going concern and to identify, acquire and explore mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business. There were no changes in the Company’s approach to capital management during fiscal 2009. Neither the Company nor its subsidiary are subject to externally imposed capital requirements.

   
12.

FINANCIAL INSTRUMENTS AND RISKS

   

The Company's financial instruments consist of cash, accounts payable and accrued liabilities and due to related parties. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.




GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

12.

FINANCIAL INSTRUMENTS AND RISKS (cont’d…)

     

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

     
i)

Interest rate risk

     

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

     
ii)

Credit risk

     

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company is not exposed to significant credit risk on its financial assets due to cash being placed with major financial institutions and goods and services tax recoverable is due from government agencies.

     
iii)

Currency risk

     

As of September 30, 2009, the Company does not have assets or liabilities in foreign currency and therefore is not exposed to foreign currency risk.

     
iv)

Liquidity risk

     

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2009, the Company had a cash balance of $546 to settle current liabilities of $208,482. There is a risk that the Company may not be able to fulfill its obligation when a liability is due. All of the Company’s financial liabilities have contractual maturities of 30 days or due on demand and are subject to normal trade terms.

     
v)

Other price and market risk

     

The Company’s financial instruments are all short term and exposed to other price and market risks should the fair value of future cash flows from financial instruments fluctuate.

     

Management does not feel that the Company is exposed to significant risk as its financial instruments are not expected to significantly fluctuate over the short term.

In general, fair values determined by Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair value determined by Level 2 inputs utilize observable inputs other Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are observable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

12.

FINANCIAL INSTRUMENTS AND RISKS (cont’d…)

   

The following table presents information about the Company’s financial assets and liabilities that have been measured at fair value as of September 30, 2009, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair values.


      Fair Value at     Quoted Prices in     Significant Other  
      September 30,     Active Markets     Observable  
  Description   2009     (Level 1)     Inputs (Level 2)  
                     
  Assets:                  
  Cash $  546   $  546   $  -  
                     
  Assets measured at fair value at September 30, 2009 $  546   $  546   $  -  
                     
  Liabilities:                  
  Accounts payable and accrued liabilities $  96,734   $  -   $  96,734  
  Due to related parties $  111,748   $  -   $  111,748  
                     
  Liabilities measured at fair value at September 30, 2009 $  208,482   $  -   $  208,482  

13.

SUBSEQUENT EVENTS

   

Subsequent to year end, the Company issued 2,100,000 shares towards its mineral property option agreement (Note 5).

   
14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

   

These financial statements have been prepared in accordance with Canadian GAAP. Material variations in the accounting principles, practices and methods used in preparing these financial statements from principles, practices and methods accepted in the United States (“United States GAAP”) are described and quantified below.




GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d…)

   

Balance sheets

   

The impact of the differences between Canadian GAAP and United States GAAP on the balance sheets would be as follows:


            2009                 2008        
                                       
      Balance,           Balance,     Balance,           Balance,  
      Canadian           United States     Canadian           United States  
      GAAP     Adjustments     GAAP     GAAP     Adjustments     GAAP  
                                    (restated)  
                                       
  Current assets $  725   $  -   $  725   $  16,342   $  -   $  16,342  
  Equipment   -     -     -     2,316     -     2,316  
  Website costs   -     -     -     725,000     -     725,000  
  Mineral properties   10,000     -     10,000     109,231     (23,727 )   85,504  
                                       
    $  10,725   $  -   $  10,725   $  852,889   $  (23,727 ) $  829,162  
                                       
  Current liabilities $  208,482   $  -   $  208,482   $  126,356   $  -   $  126,356  
  Shareholders’ equity (deficiency)   (197,757 )   -     (197,757 )   726,533     (23,727 )   702,806  
                                       
    $  10,725   $  -   $  10,725   $  852,889   $  (23,727 ) $  829,162  

Statements of operations

The impact of the differences between Canadian GAAP and United States GAAP on the statements of operations would be as follows:

      Period from                    
      July 1, 2009 to                    
      September 30,                    
      2009     2009     2008     2007  
                  (restated)     (restated)  
  Loss for the period, Canadian GAAP $  (673,469 ) $  (999,218 ) $  (518,856 ) $  (600,851 )
  Adjustments:                        
       Mineral properties and deferred exploration costs   -     23,727     -     -  
                           
  Loss for the period, United States GAAP $  (673,469 ) $  (975,491 ) $  (518,856 ) $  (600,851 )
                           
  Basic and diluted loss per common share, United States
        GAAP
    $  (0.03 ) $  (0.02 ) $  (0.03 )
                           
  Weighted average number of common shares
        outstanding, United States GAAP
      32,268,780     21,396,073     17,315,172  



GLOBETECH VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars)
SEPTEMBER 30, 2009
 

14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (cont’d…)

     

Statements of cash flows

     

There were no material differences between Canadian GAAP and United States GAAP on the statements of cash flows for the year ended September 30, 2007, 2008 and 2009 and for the period from July 1, 2009 to September 30, 2009.

     

Mineral property interests and deferred exploration costs

     

In accordance with EITF 04-02, Whether Mineral Rights are Tangible or Intangible Assets, the Company classifies the costs of acquiring its mineral interests as tangible assets resulting in no difference between Canadian and US GAAP. Under US GAAP, exploration costs on mineral properties, other than acquisition costs, prior to the establishment of proven or probable reserves are expensed as incurred. Under Canadian GAAP these costs may be deferred.

     

Under US GAAP, the Company performs evaluations of its investment in mineral properties to assess the recoverability and the residual value of its investments in these assets. All mineral properties are reviewed for impairment whenever events or circumstances change which indicates the carrying amount of an asset may not be recoverable, utilizing established guidelines based on undiscounted future net cash flows from the asset or upon the determination that certain exploration properties do not have sufficient potential for economic mineralization.

     

Impact of recent United States accounting pronouncements

     
i)

In December 2007, the Financial Accounting Standard Board (FASB) issued guidance related to Business combinations, which requires recognition of the assets acquired, liabilities assumed and non-controlling interests arising in a business combination at their fair value as of the acquisition date. In addition, the costs of acquisition must be expensed. This statement will be effective for the Company’s 2010 fiscal year. The Company is currently assessing the impact of the adoption of the new accounting standard.

     
ii)

In December 2007, the FASB issued guidance related to Non-controlling Interests in Consolidated Financial Statements. The guidance establishes accounting and reporting standards for the non-controlling interest in a subsidiary (previously referred to as minority interests). It also requires that a retained non-controlling interest upon the deconsolidation of a subsidiary be initially measured at its fair value. Upon adoption of the guidance, the Company would be required to report any non-controlling interests as a separate component of stockholders’ equity. The Company would also be required to present any net income allocable to non-controlling interests and net operations. The guidance is effective for the Company’s 2010 fiscal year, except for the presentation and disclosure requirements, which will be applied retroactively. The Company is currently assessing the impact of the adoption of the new accounting standard.

     
iii)

In March 2008, the FASB issued the guidance related to Disclosure and Derivative Instruments and Hedging Activities. The guidance changes the disclosure requirements for derivative instruments and hedging activities by requiring enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items affect an entity’s operating results, financial position, and cash flows. The guidance is effective for the Company’s 2010 fiscal year. Early adoption is permitted. The Company does not believe the adoption of the guidance will have a material impact on its operating results, financial position or cash flows.



SIGNATURES

          The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

/s/ Casey Forward
Casey Forward
President and Chief Financial Officer

 

March 30, 2010

24