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EX-31.2 - EXHIBIT 31.2 - Universal Resourcesv328258_ex31-2.htm

 

U.S. Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 10-K

 

 (Mark One)

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

For the fiscal year ended March 31, 2012.

 

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

For the transition period from         to        

 

Commission file number: 0-30520

 

GLOBAL IMMUNE TECHNOLOGIES, INC.

(Name of registrant as specified in its Charter)

 

Wyoming 98-05327255
(State of Incorporation) (IRS Employer Identification No.)
   
2809 Great Northern Loop, Suite 100, Missoula, MT 59808-1749
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 406-322-3844

 

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

 

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

Common Stock, Without Par Value

 

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

 

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

 

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

 

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

 

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

 

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

 

Large accelerated filer ¨ Accelerated file ¨ Non-accelerated filer ¨ Smaller reporting company x.

 

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

 

As of October 31, 2012, there were 23,890,153 shares of the issuer's common stock outstanding. The aggregate market value of the shares of the issuer's voting stock held by non-affiliates was $306,956 based the average of the bid and asked price as quoted on the OTC Markets Pink Sheet tier on September 30, 2012. The sum excludes the shares held by officers, directors, and stockholders whose ownership exceeded 10% of the outstanding shares at March 31, 2012, in that such persons may be deemed affiliates of the Company. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

As of March 31, 2012, there were 23,890,153 shares of the issuer’s common stock outstanding.

 

 
 

 

Global Immune Technologies, Inc.

FORM 10-K

March 31, 2012

   
  Page
PART I  
   
ITEM 1.  Description of Business 3
ITEM 1A. Risk Factors 5
ITEM 1B. Unresolved Staff Comments 9
ITEM 2.  Description of Properties 9
ITEM 3.  Legal Proceedings 9
ITEM 4.  Mine Safety Disclosure 9
   
PART II  
   
ITEM 5.  Market for Common Equity, Related Stockholder Matters and Issuer  
Purchases of Equity Securities 10
ITEM 6.  Selected Financial Data 10
ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results Of Operations 10
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 11
ITEM 8.  Financial Statements and Supplementary Data. 12
ITEM 8A. Notes to Financial Statements 17
ITEM 9.   Changes In and Disagreements With Accounting and Financial Disclosure 20
ITEM 9A. Controls and Procedures 21
ITEM 9B. Other Information 21
   
PART III  
   
ITEM 10.  Directors, Executive Officers and Corporate Governance 22
ITEM 11.  Executive Compensation 24
ITEM 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 25
ITEM 13.  Certain Relationships, Related Transactions and Director Independence 26
ITEM 14.  Principal Accounting Fees and Services 27
   
PART IV  
ITEM 15.  Exhibits and Financial Statement Schedules. 28
SIGNATURES 28

 

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PART I

 

Item 1. Description of Business.

 

FORWARD-LOOKING STATEMENT NOTICE:

 

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

 

(a) Our Corporate History.

 

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

 

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

 

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

 

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

 

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

 

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

 

(b) Business History of the Issuer.

 

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

 

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

 

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

 

3
 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

(c) Current Business of the Issuer

 

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

 

Global Immune Technologies, Inc. will form a joint-venture company as a master licensee of SRC from Montreal, Quebec and be the licensor to America. The Company will invest in marketing and food distribution facilities to mirror the licensor in Quebec. The Montreal company’s website can be viewed on http://www.srcfoods.ca/index.php/en/ The Company holds no interest in the Montreal operation. Company management is aware of opportunities for investment in Vermont, Florida, Texas and in several of the major US markets. Acquisitions and operations will be conducted by experienced and skilled managers.

 

The Company has very limited capital, and it is unlikely that the Company will be able to take advantage of more than one such business opportunity.  The Company intends to seek other opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. However, at the present time, the Company has not reached any agreement or definitive understanding with any person concerning an acquisition. While we intend to proceed with the SRC Foods model for our current business we are still considering other industries as well as natural resources.

 

4
 

 

(d) Investment Company Act and Other Regulation

 

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

 

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

 

Employees

 

As of March 31, 2012 the Company had no full-time employees. Donald Perks was the Company’s sole officer and director. Mr. Perks works on a part-time basis. Mr. Perks resigned as director March 20, 2012 and was acting-president from March 20, 2012 until May 23, 2012. Since May 23, 2012 Jeffrey R. Bruhjell served part-time as the sole executive officer and one of two directors. On September 17, 2012 Serge Talon joined the board of directors and became the president & CEO and Mr. Bruhjell remained on the board and serves as the Corporate Secretary and Chief Financial Officer. We currently have three part-time employees.

 

Item 1A. RISK FACTORS

 

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

 

BUSINESS RISKS

 

LACK OF BUSINESS HISTORY AND PROFITABILITY OF OPERATIONS

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

 

DEPENDENCE ON KEY MANAGEMENT

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

 

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

 

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

 

INVESTMENT RISKS

 

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

 

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

 

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

 

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

 

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

 

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

 

 

LIMITED MARKET DUE TO PENNY STOCK

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

8
 

 

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

 

Item 2. Description of Property.

 

During the fiscal year ending March 31, 2012, office rent totaled $ NIL. The office rent has been and will be treated as a capital administrative expense.

 

Item 3. Legal Proceedings.

 

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

 

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

 

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

 

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

 

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

 

Foreign Regulatory: Canada

 

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

 

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

 

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

 

Item 4. Mine Safety Disclosure.

 

Not Applicable,

 

9
 

 

PART II

 

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

 

(a)Market Information.

 

Our common stock trades Over-the-Counter (OTC) on the NASD Electronic Bulletin Board under the symbol GIMU and the OTC Markets’ Pink Sheets tier and will be quoted on the OTC Markets QB tier once all delinquent reports are filed. Table 1 sets forth the high and low sale information for fiscal years 2012 and 2011. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

Table 1.

 

Sale Information

     
Fiscal Quarter Ended High Low
     
March 31, 2012 0.018

0.0125 

     
December 31, 2011 0.014 0.0065
     
September 30, 2011 0.052 0.01
     
June 30, 2011 0.21

0.04 

     
March 31, 2011 0.094 0.065
     
December 31, 2010 0.25 0.03
     
September 30, 2010 0.16 0.044
     
June 30, 2010 0.29

0.005 

     
March 31, 2010 0.007 0.007

 

(b)Holders.

 

On March 31, 2012 there were 37 holders of record of our common stock and there were 23,890,153 common shares outstanding. A significant number of shares are held in “street name” therefore we believe that the number of beneficial shareholders exceeds the number of record shareholders the indirect holders is estimated at 253 at March 31, 2012.

 

(c)Dividends.

 

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

 

(d)Recent Sales of Unregistered Securities: None

 

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

 

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

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

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

 

10
 

 

A. OPERATING RESULTS

 

The following discussion and analysis is based on and should be read in conjunction with the Company's audited financial statements including the notes thereto and other financial information appearing elsewhere herein.

 

RESULTS OF OPERATIONS - YEAR TO YEAR COMPARISONS BETWEEN 2012 AND 2011.

 

For the year ended March 31, 2012 the Company achieved sales revenues of $ NIL compared with sales revenues of $ NIL for the period ended March 31, 2011. The Company's net loss for the year was $(65,142) in 2012 compared to net loss of $(172,433) in 2011. As of the year ended March 31, 2012, the Company had an accumulated stockholders' deficiency of $(4,462,453).

 

B. LIQUIDITY AND CAPITAL RESOURCES

 

YEAR ENDED MARCH 31, 2012 COMPARED WITH THE YEAR ENDED MARCH 31, 2011

 

The Company had no assets in 2011 and 2012.

 

The Company's overall liabilities increased to $915,440 in 2012 from $850,298 in 2011.

 

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

 

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

 

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

 

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

 

OFF-BALANCE SHEET ARRANGEMENTS: None

 

7A. Quantitative And Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 8. Financial Statements and Supplementary Data.

 

The audited financial statements for the Company for March 31, 2012 and 2011 are attached hereto and form a material part of this Annual Report along with Statements of Operations from April 1, 1999 to March 31, 2012.

 

11
 

 

DONAHUE ASSOCIATES, LLC

Certified Public Accountants

27 Beach Road Suite CO5A

Monmouth Beach, NJ 07750

 

Tel. 732-229-7723

 

Report of Independent Registered Public Accounting Firm

 

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

 

 

We have audited the accompanying balance sheets of Global Immune Technologies, Inc. as of March 31, 2012 and 2011, and the related statements of operations, stockholders' equity, and cash flows for each of the two years in the period ended March 31, 2012, and from April 1, 1999 to March 31, 2012. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

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

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Immune Technologies, Inc. as of March 31, 2012 and 2011, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2012, and from April 1, 1999 to March 31, 2012 in conformity with U.S. generally accepted accounting principles.

 

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

 

 

Donahue Associates LLC

Monmouth Beach, N.J.

October 25, 2012

 

12
 

 

Global Immune Technologies, Inc.

(A Development Stage Company)

Balance Sheets

As of March 31, 2012 and March 31, 2011

 

 

 

 

 

LIABILITIES & SHAREHOLDERS' DEFICIT  31-Mar-12  31-Mar-11
       
 Current liabilities:      
    Accounts payable & accrued expenses  $218,054  $182,912
    Due to related parties  697,386  667,386
        Total Current Liabilities  $915,440  $850,298
       
 Shareholder's Deficit:      
    Authorized 500 million shares, issued and outstanding, no par value      
      23,890,153 outstanding at March 31, 2011 and 23,890,153 at March 31, 2012  $3,542,471  $3,542,471
    Accumulated deficit- development stage  (4,462,453)  (4,397,311)
    Accumulated comprehensive gain  4,542  4,542
Total Shareholders' Deficit  (915,440)  (850,298)
       
Total Liabilities & Shareholders' Deficit  $0  $0

 

Please see the notes to the financial statements.          

 

13
 

 

Global Immune Technologies, Inc.

(A Development Stage Company)

Statements of Operations

For the Years Ended March 31, 2012 and March 31, 2011 and

From April 1, 1999 to March 31, 2012

 

 

 

         From April 1, 1999
   31-Mar-12  31-Mar-11  to March 31, 2012
          
General & administrative expenses:         
Management fees  $30,000  $30,000  $227,383
Professional fees  32,797  39,876  517,495
Travel & entertainment  0  0  3,498
Transfer agent & filing fees  0  4,656  7,656
Foreign currency gain (loss)  0  0  758
Rent expense  0  0  74,177
General administration  2,345  20,956  336,235
Office supplies and sundry expenses  0  0  121,349
Consulting expense  0  76,945  202,443
          
Net loss before other income (expense)  ($65,142)  ($172,433)  ($1,490,994)
          
Deferred expenses written off  0  0  (318,404)
Forgiveness of debt  0  0  145,450
Gain on sale of mineral rights  0  0  110,859
Legal settlement  0  0  129,031
Other write offs  0  0  (607,353)
Translation adjustment  0  0  (187,015)
          
Net loss from continuing operations  ($65,142)  ($172,433)  ($2,218,426)
          
Net loss from discontinued operations  0  0  (193,075)
          
Net loss  ($65,142)  ($172,433)  ($2,411,501)
          
Basic & diluted loss per share  ($0.00)  ($0.01)   
          
Weighted average of common shares outstanding  23,890,153  18,138,352   

 

Please see the notes to the financial statements.

 

14
 

 

Global Immune Technologies, Inc.

(A Development Stage Company)

Statements of Cash Flows

For the Years Ended March 31, 2012 and March 31, 2011 and

From April 1, 1999 to March 31, 2012

 

 

         From April 1, 1999
   31-Mar-12  31-Mar-11  to March 31, 2012
Operating activities:         
          
Net Loss  ($65,142)  ($172,433)  ($2,411,501)
Adjustments to reconcile net loss items         
   not requiring the use of cash:         
    Consulting fees & services expense  0  76,945  166,316
    Translation adjustment  0  0  187,015
Accounts payable  35,142  39,876  218,054
Due to related parties  30,000  55,612  697,386
Net cash used by operations  $0  $0  ($1,142,730)
          
Financing activities:         
Private placement  $0  $0  $229,775
Stock options exercised  0  0  450,508
Debentures converted  0  0  165,477
Net cash provided by financing activities  0  0  845,760
          
Net increase (decrease) in cash during the period  $0  $0  ($296,970)
          
Cash balance at beginning of fiscal year  0  0  296,970
          
Cash balance at end of period  $0  $0  $0
          
          
Supplemental disclosures of cash flow information:         
    Interest paid during the year  $0  $0   
    Income taxes paid during the year  $0  $0   

 

Please see the notes to the financial statements.

                         

15
 

 

Global Immune Technologies, Inc.

(A Development Stage Company)

Statements of Shareholders’ Equity

From April 1, 1999 to March 31, 2012

 

 

         Development  Accumulated   
   Common     Stage  Comprehensive   
   Shares  Equity  Deficit  Income  Total
                
Balance at March 31, 1999  3,029,415  $2,137,247  ($2,050,952)  $0  $86,295
                
Exchanged shares for debt  838,679  108,302        108,302
Private placement  1,000,000  210,532        210,532
Stock options exercised  2,563,474  399,260        399,260
Net loss for the fiscal year        (563,508)     (563,508)
                
Balance at March 31, 2000  7,431,568  $2,855,341  ($2,614,460)  $0  $240,881
                
Net loss for the fiscal year        (253,077)     (253,077)
                
Balance at March 31, 2001  7,431,568  $2,855,341  ($2,867,537)  $0  ($12,196)
                
Reverse stock split (5 for 1)  (5,945,252)           0
Stock options exercised  497,329  51,248        51,248
Private placement  150,000  19,242        19,242
Issued shares for acquisition  2,675,000  1        1
Issued shares for assignment of agreement  2,000,000  175,098        175,098
Exchanged shares for debt  400,000  10,262        10,262
Debentures converted to shares  6,450,000  165,477        165,477
Net loss for the fiscal year        (613,406)     (613,406)
                
Balance at March 31, 2002  13,658,645  $3,276,669  ($3,480,943)  $0  ($204,274)
                
Issued stock for services  137,000  8,485        8,485
Net loss for the fiscal year        (79,105)     (79,105)
                
Balance at March 31, 2003  13,795,645  $3,285,154  ($3,560,048)  $0  ($274,894)
                
Issued stock for services  2,400,000  55,430        55,430
Net loss for the fiscal year        (106,831)     (106,831)
                
Balance at March 31, 2004  16,195,645  $3,340,584  ($3,666,879)  $0  ($326,295)
                
Net loss for the fiscal year        (140,582)     (140,582)
Currency translation adjustment     99,486     (1,790)  97,696
                
Balance at March 31, 2005  16,195,645  $3,440,070  ($3,807,461)  ($1,790)  ($369,181)

 

16
 

  

         Development  Accumulated   
   Common     Stage  Comprehensive   
   Shares  Equity  Deficit  Income  Total
                
Contribution of services     25,456        25,456
Net loss for the fiscal year        (94,957)     (94,957)
Currency translation adjustment           (4,018)  (4,018)
                
Balance at March 31, 2006  16,195,645  $3,465,526  ($3,902,418)  ($5,808)  ($442,700)
                
Net loss for the fiscal year        (73,765)     (73,765)
Currency translation adjustment           9,532  9,532
                
Balance at March 31, 2007  16,195,645  $3,465,526  ($3,976,183)  $3,724  ($506,933)
                
Net loss for the fiscal year        (134,274)     (134,274)
Currency translation adjustment           818  818
                
Balance at March 31, 2008  16,195,645  $3,465,526  ($4,110,457)  $4,542  ($640,389)
                
Net loss for the fiscal year        (53,401)     (53,401)
                
Balance at March 31, 2009  16,195,645  $3,465,526  ($4,163,858)  $4,542  ($693,790)
                
Net loss for the fiscal year        (61,020)     (61,020)
                
Balance at March 31, 2010  16,195,645  $3,465,526  ($4,224,878)  $4,542  ($754,810)
                
Issued shares to consultants  7,694,508  76,945        76,945
                
Net loss for the fiscal year        (172,433)     (172,433)
                
Balance at March 31, 2011  23,890,153  $3,542,471  ($4,397,311)  $4,542  ($850,298)
                
Net loss for the fiscal year        (65,142)     (65,142)
                
Balance at March 31, 2012  23,890,153  $3,542,471  ($4,462,453)  $4,542  ($915,440)

 

Please see the notes to the financial statements.

             

17
 

 

ITEM 8A. Notes to Financial Statements

 

Global Immune Technologies, Inc.

(A Development Stage Company)

Notes to the Financial Statements

For the Years Ended March 31, 2012 and March 31, 2011

 

 

1.Organization of the Company and Significant Accounting Principles

 

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

 

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

 

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

 

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

 

The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of March 31, 2012 and March 31, 2011, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2008 to 2011 are subject to IRS audit.

 

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

 

 

2.Going Concern Discussion

 

The accompanying financial statements have been presented in accordance with generally accepted accounting principles, which assume the continuity of the Company as a going concern.  The Company has no cash and relies upon the support of certain shareholders to pay its bills. The Company has incurred net losses since its inception and currently has no revenues to support its operations.

 

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

 

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

 

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

 

18
 

 

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

 

 

3. Net Loss per Share

 

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

 

 

   31-Mar-12  31-Mar-11
       
Net loss  ($65,142)  ($172,433)
       
Weighted average shares outstanding  23,890,153  18,138,352
       
Basic & diluted loss per share  ($0.00)  ($0.01)

 

 

 

4.Related Party Transactions

 

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

 

   31-Mar-12  31-Mar-11
       
Don Perks- President  $225,755  $195,755
Arcas Corp Mgt- shareholder  415,374  415,374
Biaverde Investments- shareholder  39,021  39,021
Naaeem Tyab- shareholder  17,236  17,236
       
Total related party payables  $697,386  $667,386

 

19
 

 

5.Income Tax Provision

 

Provision for income taxes is comprised of the following:  31-Mar-12  31-Mar-11
       
       
Net loss  ($65,142)  ($172,433)
       
Current tax expense:      
Federal  $0  $0
State  0  0
Total  $0  $0
       
Less deferred tax benefit:      
Timing differences  (542,421)  (520,273)
Allowance for recoverability  542,421  520,273
Provision for income taxes  $0  $0
       
A reconciliation of provision for income taxes at the statutory rate to provision      
for income taxes at the Company's effective tax rate is as follows:      
       
Statutory U.S. federal rate  34%  34%
Statutory state and local income tax  0%  0%
Less allowance for tax recoverability  -34%  -34%
Effective rate  0%  0%
       
Deferred income taxes are comprised of the following:      
       
Timing differences  $542,421  $520,273
Allowance for recoverability  (542,421)  (520,273)
Deferred tax benefit  $0  $0

 

Note:  The deferred tax benefits arising from the timing differences expires in fiscal years 2020 through 2032 and may not be recoverable upon the purchase of the Company under current IRS statutes.        

 

 

6.Subsequent Events

 

On May 23, 2012 at a meeting of the Board of Directors sole director Alejandro Bellapart elected Jeffrey R. Bruhjell director and appointed him president, CEO, Secretary & CFO. Mr. Perks stepped down as Acting President. The size of the Board of Directors is now two.

 

On September 17, 2012 at a meeting of the Board of Directors, the meeting elected Mr. Serge Talon as director and appointed him president & CEO and Mr. Bruhjell Secretary & CFO. The size of the Board of Directors is now three.

 

Mr. Talon is an experienced executive originally from Quebec. Serge joined the US Army and served in Vietnam. Mr. Talon received Naturalized US Citizenship for his service and nowadays makes his home in Hollywood, Florida.

 

Neither Mr. Bellapart, Mr. Bruhjell or Mr. Talon will be paid for their services as directors at this time.

 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

 

On June 28 2010, our former independent certified accountant Jorgensen & Co, Certified Public Accountants, of Bellevue, Washington resigned.  We engaged a replacement independent registered accountant firm named Donahue Associates, LLC, 27 Beach Road, Suite CO5A, Monmouth Beach, NJ 07750, as the Company’s new registered independent public accounting firm to audit the Company’s financial statements beginning with the year ended March 31, 2010 that were filed November 15, 2010. We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our recent fiscal year or any later interim period.

 

20
 

 

Item 9A. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures.

 

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

 

As of the end of the reporting period, March 31, 2012, we carried out an evaluation, under the supervision and with the participation of our management, including the Company's Chairman and Chief Executive Officer/Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), which disclosure controls and procedures are designed to insure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods specified by the SEC's rules and forms.

 

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

 

We filed this annual report on Form 10-K for the fiscal year ending March 31, 2012 late. We filed our quarterly reports on Forms 10-Q for the periods ending June 30, 2011, September 30, 2011 and December 31, 2011 late. We had insufficient funds to pay for accounting.

 

(b) Changes in Internal Control.

 

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

 

(c) Limitations.

 

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

 

ITEM 9B. Other Information.  

 

We filed an 8-K September 17, 2012 much the information has been repeated in this Report.

 

21
 

 

PART III

 

Item 10.  Directors, Executive Officers, and Corporate Governance

 

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

 

(a) Directors and Executive Officers

 

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

 

NAME AGE POSITION Term of Office
       
Donald L. Perks  60   President, CEO,CFO, Director (1)  8/15/05-March 20,2012 
       
Alejandro Bellapart-Heine, Esq.  41   Director, VP Global Operations   April 20, 2011 –Present   
       
JeffreyR.Bruhjell 57     CEO & CFO/Secretary (2)   May 23, 2012-Present  

 

(1)Donald L. Perks: President, CEO, CFO, Director - elected at AGM September 17, 2003 - resigned May 9, 2005 - reappointed August 15, 2005 and resigned in March 2012.
(2)Jeffrey R. Bruhjell: CEO & CFO/Corporate Secretary was CEO until September 17, 2012 and remains CFO/Corporate Secretary at present.

 

Subsequent Officers and Directors
(Since September 17, 2012)
Name Age Position
     
Serge Talon  65 Director (Chairman), President & CEO
     
Jeffrey R. Bruhjell  57 Director, CFO/Corporate Secretary
     
Alejandro Bellapart-Heine, Esq.  41 Director

 

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

On March 20, 2012 at a Meeting of the Board of Directors, the meeting accepted the resignation of four directors, Donald L. Perks, Uwe Vincenz, Christoph Ehses and Gerd Schroth leaving Alejandro Bellapart the sole director and Donald L. Perks the acting president.

On May 23, 2012 at a meeting of the Board of Directors sole director Alejandro Bellapart elected Jeffrey R. Bruhjell director and appointed him president, CEO, Secretary & CFO. Mr. Perks stepped down as Acting President. The size of the Board of Directors is now two.

On September 17, 2012 at a meeting of the Board of Directors, the meeting elected Mr. Serge Talon as director and appointed him president & CEO and Mr. Bruhjell Secretary & CFO. The size of the Board of Directors is now three.

 

Neither Mr. Bellapart, Mr. Bruhjell or Mr. Talon will be paid for their services as directors at this time.

 

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

 

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

 

Born in Quebec, Serge Talon joined the US Army and served in Viet Nam during the 1960’s. Mr. Talon earned a naturalized US citizenship for his service. He lived in Colorado for a time after returning from overseas service and then took employment with Scotia Bank for a decade. He has been an entrepreneur in many business ventures. Serge has a home in Hollywood, FL and plans to oversee the operations there personally.

 

22
 

 

Mr. Bruhjell worked for a decade as a stockbroker in various firms in his native Minneapolis. He studied business and accounting at the University of Minnesota along with film making courses, and he did a financial science course at Eastern Michigan University. Mr. Bruhjell ran a small oil & gas production company based in Dallas, Texas in the late 1980’s. As a financier he has helped fund and organize many varied companies in most of the sectors in industry. Medical technology companies and high-tech computer firms along with natural resource ventures were common place for him. Jeffrey headed companies that drilled mining claims for samples and reworked oil or natural gas properties for income streams. He has served as a principal officer or director of several public companies is known for his expertise in regulatory compliance.

 

Born in Krefeld, Germany, of a German mother and Spanish father, Alejandro Bellapart grew up and was educated in Mallorca, apart from a pre-university year in Boston. He obtained his Law degree in the Balearic University, after which he worked for a year as a junior solicitor in two Frankfurt and Hamburg law offices before becoming a junior partner in Bufete Bellapart, his father’s practice for over 30 years.

Of course he is fully at home both in English and in German, while always holding fast to local traditions and customs, for, like a true Majorcan he has no difficulty reconciling his diverse ancestry with belonging wholeheartedly to his island home.

 

 

(b) Identify Significant Employees. None.

 

(c) Family Relationships. None known.

 

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

 

1.

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

 

2.

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

 

3.

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

 

4.

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

 

Audit Committee and Financial Expert:

 

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

 

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

 

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of the Company's Common Stock, to file with the Securities and Exchange Commission initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock of the Company. Officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission to furnish the Company with copies of all section 16(a) reports they file. Prior to October 29, 2012 the company’s officers and directors had not filed any Section 16(a) or Section 23(a) reports.

 

23
 

 

CODE OF ETHICAL CONDUCT.

 

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

 

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

 

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

 

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

 

 

Item 11. Executive Compensation.

 

The following table shows compensation paid to our Executive Officers during the two fiscal periods ended March 31, 2012 and March 31, 2011.

 

SUMMARY COMPENSATION

                   

Name

and

Principal

Position

 

Year

 

 

 

 

Salary

($)

 

 

 

Bonus

($)

 

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan

Compensa-

tion

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All

Other

Compensa-

tion

($)

Total

($)

 

 

 

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

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

 

Alejandro Bellapart, Director

 

Jeffrey R. Bruhjell, CFO

2012

2011

 

 

 

2012

2011

 

 

2012

2011

30,306(1)

30,306(1)

 

 

 

-0-

-0-

 

 

-0-

-0-

-0-

-0-

 

 

 

-0-

-0-

 

 

-0-

-0-

-0-

-0-

 

 

 

-0-

-0-

 

 

-0-

56,945(2)

-0-

-0-

 

 

 

-0-

-0-

 

 

-0-

-0-

-0-

-0-

 

 

 

-0-

-0-

 

 

-0-

-0-

-0-

-0-

 

 

 

-0-

-0-

 

 

-0-

-0-

-0-

-0-

 

 

 

-0-

-0-

 

 

-0-

-0-

30,306

30,306

 

 

 

-0-

-0-

 

 

-0-

56,945

 

(1)Don Perks’ annual compensation was $CDN 30,000 or US$30,306.
(2)Jeffrey R. Bruhjell received 5,694,508 shares of Company common stock for pay as administrator during FY 2011.

 

Grants of Plan-Based Awards

 

We made no grants from plans to any executive officer during the fiscal year ended March 31, 2012.

 

Outstanding Equity Awards at Fiscal Year-End

 

There were no outstanding equity awards to any executive officer at the end of the fiscal year ended March 31, 2012.

 

24
 

 

Option Exercises and Stock Vested

         
  Options Awards Stock Awards

Name

 

 

Number

of

Shares Acquired on

Exercise

(#)

Value

Realized

Upon

Exercise

($)

Number of

Shares

Acquired on

Vesting

(#)

Value

Realized

on

Vesting

($)

(a) (b) (c) (d) (e)

Don Perks, Director

 

Jeffrey R. Bruhjell, Director

 

Alejandro Bellapart, Esq.

-0-

 

 

-0-

 

 

 

-0-

-0-

 

 

-0-

 

 

 

-0-

-0-

 

 

-0-

 

 

 

-0-

-0-

 

 

-0-

 

 

 

-0-

 

 

Director Compensation

 

The Company has not established any policy concerning director compensation.  No directors received any compensation during the fiscal year ended March 31, 2012.

 

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

 

Table 1 lists the persons who are known to the Company to be the owners of more than five percent of the Company’s equity shares according to the Company’s records as of March 31, 2012. Beneficial Ownership of more than 5% based on 23,890,153 common shares.

 

Table 1

 

Beneficial Ownership of 5%.

 

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

     
Shareholder Name and Address Number of Shares Percentage Ownership
  Beneficially Owned Beneficially Owned
  Common Shares Common Shares
Jeffrey R. Bruhjell    
Naples, FL 5,694,508 23.8%
     
Capital Associates (1)    
Avenida Jaime III, 25 1st Floor B    
Palma de Mallorca    
Spain

2,500,000

 

10.4%

 

All Directors, Officers and 5%
stockholders in total

 

8,194,508

 

 

34.2%

     

Note:

 

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

 

(b) Security Ownership of Management.  Based on 23,890,153 shares as set forth in (a) above as of March 31, 2012.

 

25
 

 

Table 2

 

(1) (2) (3) (4)
Title of Class Name and Address Amount and Nature Percent of Class
Common Stock Donald Perks    
  45 Brown Street,    
  Sydney Mines, Nova Scotia    
  Canada 500,000 2.0%
       
  Serge Talon -0- -0-
  Hollywood, FL    
       
  Jeffrey R. Bruhjell 5,694,508 23.8%
  Naples, FL    
       
  Alejandro Bellapart    
  Palma de Mallorca, Spain 2,500,000 10.4%

 

 

(c) Changes in Control.

 

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

 

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

 

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

 

OPTIONS/SAR GRANTS DURING THE MOST RECENTLY COMPLETED FINANCIAL YEAR

 

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

 

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

 

DEFINED BENEFIT PLANS

 

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

 

COMPENSATION OF THE COMPANY'S DIRECTORS: None

 

MANAGEMENT CONTRACTS: None

 

BOARD PRACTICES

 

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

 

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

 

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

 

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

 

(a)Transactions with Management and Others.

 

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

 

26
 

 

Mr. Perks annual salary has been set as $30,306 (CND$ 30,000). This salary has been and will continue to be treated as contributed services reflected as a component of additional paid in capital.

 

Corporate offices were provided by Jeffrey R. Bruhjell, the Company’s officer and director for fiscal years 2012, 2011. Rent was not accounted for as a payable to Mr. Bruhjell, but rather as additional paid in capital.

 

Donald Perks paid certain payables on behalf of the Company the net of $ NIL and $ NIL during the fiscal years ending March 31, 2012 and March 31, 2011, respectively, in order to settle outstanding Company obligations.

 

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

 

(b)Certain Business Relationships.

 

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

 

(c)Indebtedness of Management.

 

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

 

(d)Transactions with Promoters. None known.

 

DIRECTOR INDEPENDENCE

 

The Board has determined that we do not have a majority of independent directors as that term is defined under Rule 4200(a) (15) of the Nasdaq Marketplace Rules, even though such definition does not currently apply to us, because we are not listed on Nasdaq. We currently act with three (3) directors, consisting of Serge Talon, Jeffrey R. Bruhjell and Alejandro Bellapart-Heine. From inception to present date, we believe that the members of our board of directors have been and are collectively capable or analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

 

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

 

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

 

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

 

Item 14. Principal Accounting Fees and Services.

 

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

         
   Year End 3-31-12   Year End 3-31-11 
         
Audit Fees  $6,500   $6,500 
Audit-related Fees   -    - 
Tax Fees   -    - 
All other fees   -    - 
Total Fees  $6,500   $6,500 

 

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

 

AUDIT-RELATED FEES. Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees." There were no Audit-Related services provided in fiscal 2012 or 2011.

 

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

 

27
 

 

ALL OTHER FEES. All other fees include fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2012 or 2011.

 

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

 

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

 

To our knowledge, the Company's principal accountant during the fiscal year ending March 31, 2012 did not engage any other persons or firms other than the principal accountant's full-time, permanent employees.

 

Item 15.

Exhibits and Financial Statement Schedules

 

(a) Exhibits Index

 

 

31.1 Section 302 Certification of Chief Executive Officer

31.2 Section 302 Certification of Chief Financial Officer

32.1 Section 906 Certification of Chief Executive Officer

32.2 Section 906 Certification of Chief Financial Officer

 

 

 

SIGNATURES

 

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

 

October 31, 2012

 

Global Immune Technologies, Inc.

 

 

 

/s/ Serge Talon

By: Serge Talon

Title: President &

Chief Executive Officer (CEO)

 

 

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

 

October 31, 2012

 

Global Immune Technologies, Inc.

 

/s/ J R Bruhjell

Jeffrey R. Bruhjell

Chief Financial Officer (CFO)

Principal Accounting Officer (PAO)

 

28