FORM
10-QSB
 (Mark
One)
 
 x           QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 for the
quarterly period ending December 31, 2007
 
 
 o           TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF
1934
  For the
transition period from _____to_____
 
 
 Commission
file number    0-30520
 
 
 GLOBAL
IMMUNE TECHNOLOGIES, INC.
 
 (Name of
Small Business Issuer in its Charter)
 
 
 WYOMING
              
              98-05327255(State
      of Incorporation)
              
              (IRS
      Employer identification No.)
 
 
 1111-207 West Hastings St., Vancouver, B.C.
      Canada
              
              V6G 1H7(Address
      of principal executive offices)
              
              (Zip
      Code)
  Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No o
 
 Applicable
only to issuers involved in bankruptcy proceedings during the preceding five
years
 
 Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes x No o
 
 Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act). Yes xNo o
 
 Applicable
on to corporate issuers
 State the
number of shares outstanding of each of the issuer's class of Common equity, as
of December 31, 2007: 16,195,645
 
 Transitional
Small Business Disclosure Format (Check One) Yes o No x
 
 
  Table of ContentsItem
      1.
              Financial StatementsBalance Sheet unaudited)Statements of Operations unaudited)Statements of Cash Flows unaudited)Notes to Financial StatementsItem
      2.
              Management's Discussion and Analysis or Plan of
      OperationItem
      3.
              Controls and ProceduresPART
      II. OTHER INFORMATIONItem
      1.
              Legal ProceedingsItem
      2.
              Unregistered Sale of Equity Securities and Use of
      ProceedsItem
      3.
              Defaults upon Senior SecuritiesItem
      4.
              Submission of Matters to a Vote of Security
      HoldersItem
      5.
              Other InformationItem
      6.
              ExhibitsSignatures
 Table of Contents
  PART
I-FINANCIAL INFORMATION
 
 Item
1. FinancialStatements.
  Global
      Immune Technologies, Inc.December
      31, 2007Interim
      Financial Statements(Stated
      in US dollars)(Unaudited)Index
      to financial statements
   PagesBalance
      Sheet
              1Statements
      of Operations
              2Statements
      of Cash Flows
              3Notes
      to the financial statements
              4
 Table of Contents
  Global Immune Technology, Inc.
  Global Immune Technologies, Inc.Balance
      SheetDecember
      31, 2007December 31,
      2007
                (Unaudited)
              
              
              March
      31, 2007
                (Audited)Assets:$
              -
              
              
              $
              -Total
      Assets
              
              
              -
              
              
              
              -Liabilities
      and Shareholders’ Deficit:Accounts
      payable
              
              $
              49,359
              
              
              $
              18,164Due
      to officer
              
              
              106,632
              
              
              
              86,382Due
      to related parties
              
              
              406,815
              
              
              
              402,387Total
      current liabilities
              
              
              562,806
              
              
              
              506,933Contingencies
      and commitments
              
              
              -
              
              
              
              -Total
      liabilities
              
              
              562,806
              
              
              
              506,933Shareholders’
      DeficiitCumulative
      foreign currency adjustment
              
              $
              -
              
              
              $
              3,724Accumulated
      deficit
              
              
              (4,028,332
              )
              
              
              (3,976,183
              )Common
      stock ( 500,000,000 no par common shares authorized; 16,195,645 shares
      O/S)
              
              
              3,465,526
              
              
              
              3,465,526Total
      shareholders’ deficit
              
              $
              (562,806
              )
              
              $
              (506,933
              )Total
      Shareholders, Deficit and Liabilities
              
              $
              -
              
              
              $
              -
 
 See
accompanying notes to financial statements
  Table of Contents
  Global
Immune Technology, Inc.
  Global ImmuneTechnologies, Inc.Interim
      Statement of Operations(Stated
      in US dollars)(Unaudited)Three
      months ended Decmeber 31, 2007
              
              
              Three
      months ended December 31, 2006
              
              
              Nine
      months ended December 31, 2007
              
              
              Nine months
      ended December 31, 2006Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -General
      and administrative expense
              
              $
              33,929
              
              
              $
              18,119
              
              
              $
              52,149
              
              
              $
              47,739Net
      loss per share
              
              
              (33,929
              )
              
              
              (18,119
              )
              
              
              (52,149
              )
              
              
              (47,739
              )Basic
      and diluted loss per share
              
              $
              0.00
              
              
              $
              0.00
              
              
              $
              0.00
              
              
              $
              0.00Weighted
      average number of shares outstanding
              
              
              16,195,645
              
              
              
              16,195,645
              
              
              
              16,195,645
              
              
              
              16,195,645
 
 See
accompanying notes to financial statements
  Table of Contents
  Global
Immune Technology, Inc.
  Global Immune Technologies, Inc.Interim
      Statement of Cash Flows(Stated
      in US dollars)(Unaudited)
 
 Three
      months ended December 31, 2007
              
              
              Three
      months ended December 31, 2006
              
              
              Nine
      months ended December 31, 2007
              
              
              Nine
      months ended December 31, 2006Operating
      Activities:Net
      loss for periods
              
              $
              (33,929
              )
              
              $
              (18,119
              )
              
              $
              (52,149
              )
              
              $
              (47,739
              )Changes
      in current accounts:Change
      in accounts payable
              
              
              3,785
              
              
              
              24,916
              
              
              
              31,895
              
              
              
              30,784Cash
      used in operations
              
              
              (30,144
              )
              
              
              (2,084
              )
              
              
              (20,254
              )
              
              
              (7,908
              )Investing
      Activities:Financing
      ActivitiesBank
      indebtedness
              
              $
              -
              
              
              $
              (1,697
              )
              
              $
              -
              
              
              $
              -Increase
      due to related parties
              
              
              -
              
              
              
              4,475
              
              
              
              -
              
              
              
              7,698Increase
      due to officer and director
              
              
              6750
              
              
              
              -
              
              
              
              20,250
              
              
              
              -Cash
      from financing activities
              
              
              6750
              
              
              
              2,778
              
              
              
              20,250Increase
      (decrease) in cash
              
              
              -
              
              
              
              694
              
              
              
              -
              
              
              
              (210
              )Foreign
      currency translation adjustment
              
              
              -
              
              
              
              (657
              )
              
              
              -
              
              
              
              99Cash
      beginning of year
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              148Cash
      at end of year
              
              $
              nil
              
              
              $
              37
              
              
              $
              nil
              
              
              $
              37Interest
      paid during year
              
              none
              
              
              none
              
              
              none
              
              
              noneTaxes
      paid during year
              
              none
              
              
              None
              
              
              none
              
              
              None
 
 See
accompanying notes to financial statements
 Table of Contents
  Note 1.   Nature and Continuance of
Operations
 
 Global
Immune Technologies Inc. (the "Company") (formerly, Secureview Systems Inc.)
originally incorporated in 1985. During fiscal 2007, the Company changed its
name from Secure Systems Inc. to Global Immune Technology, Inc. and incorporated
in the state of Wyoming. The Company was formerly a British Columbia
corporation. Its business office continues to be located in Vancouver, British
Columbia, Canada.  The Company is considered a public shell with
administrative expenses being its only operations.
 
 Note
2 - Accounts Receivable
 
 The
Company had no accounts receivable for the fiscal year ended December 31,
2007.
 
 Note
3 - Loan Receivable
 
 During
the year ended 31 March 2006, the Company loaned $30,000 cash pursuant to an
agreement dated 23 September 2005 to Global Lottery Corporation, a Nevada
corporation.  The terms of the agreement state that the Company shall
have the option to convert this promissory note into shares of common stock of
Global Lottery Corporation on the basis of $0.10 per share. Management believes
collection is doubtful and the balance has been offset by a full valuation
allowance as at 31 March 2006.
 
 Note
4 - Accounts Payable and Accrued Liabilities
 
 Accounts
payable and accrued liabilities are non-interest bearing, unsecured and have
settlement dates within one year.
 
 Note 5- Due to Related
Parties
 
 As of
December 31, 2007, the Company owed $86,382 to the Company’s sole officer and
director; and $467,794 to two separate significant
shareholders.  Amounts due to related parties are non-interest
bearing, unsecured and have no fixed terms of repayment.
 
 Note
6 - Supplemental Disclosures with Respect to Cash Flows
 
 During
fiscal 2006, the Company loaned out and wrote off as uncollectible a $24,456
($30,000 in Canadian dollars) loan receivable.  Also, during fiscal
2007, related parties paid $117,225 directly in payment of certain trade
creditors payables owed by the Company. These reductions in accounts payable and
corresponding increases in payables to related parties are reflected in the
statement of cash flows as reduction of accounts payable and an increase in
related party debt.
 
 Note
7 – Commitments and Contingencies
 
 The
Company has agreed to pay its president and sole director a management fee of
approximately $2,250 ($2,500 CDN) per month.  No payments have been
paid to date and this is recorded as an accrual due to officer.
 
 Note
8 – Interim Reporting
 
 The
information presented in the accompanying interim six month financial includes
all adjustments which are, in the opinion of management, necessary to present
fairly the financial, results of operations and cash flows for the interim
periods presents in accordance with accounting principles generally accepted in
the United States of America.  These interim financial statements
follow the same accounting policies and methods of their application as the
Company’s March 31, 2007 annual financial statements.  All adjustments
are of a normal recurring nature.
 Table of Contents
  Item
2. Management's Discussion and Analysis or Plan of
Operation.
 
 FORWARD-LOOKING
STATEMENT NOTICE:
 
 This
quarterly report on Form 10-QSB and our future filings with the Securities and
Exchange Commission contain many forward-looking statements, which involve risks
and uncertainties. For this purpose, any statements contained in this report
that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, statements 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.
 
 These
statements are intended to identify forward-looking statements within the
meaning of the various securities acts. We wish to caution the reader that all
forward-looking statements contained in this Form 10-QSB are only estimates and
predictions. Our actual results could differ materially from those anticipated
as a result of risk facing us or actual events differing from the assumptions
underlying such forward-looking statements. Readers are cautioned not to place
undue reliance on any forward-looking statements contained in this Quarterly
Report on Form 10-QSB. Readers are cautioned not to place undue reliance on
these forward-looking statements. We undertake no obligation to update any of
these factors or to publicly announce any change to our forward-looking
statements made herein, whether as a result of new information, future events,
changes in expectations or otherwise.
 
 Overview
 
 (a) Our Corporate
History.
 
 The
Company was incorporated on September 18, 1985, under the laws of the Province
of British Columbia under the name of Canadian Comstock Exploration Ltd. with an
authorized share capital of 20,000,000 shares without par value.
 
 The
Company changed its name on June 7, 1995 to American Comstock Exploration Ltd.
in connection with a consolidation of its share capital on a one for four
basis.
 
 The
Company changed its name again on February 4, 1998 to "International Comstock
Exploration Ltd." in connection with a consolidation of its share capital on a
one for five basis.
 
 The
Company changed its name again on October 2, 2001 to "Secureview Systems Inc."
in connection with a consolidation of its share capital on a one for five basis.
In addition, the Company increased its authorized share capital to 100,000,000
shares without par value on October 2, 2001.
 
 The
Company changed its name again on May 2, 2005 to "Global Immune Technologies
Inc." In addition, the Company increased its authorized share capital to an
unlimited number of common shares without par value on March 23,
2005.
  Table of Contents
  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.
 Table of Contents
  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.
 Table of Contents
  (c) Current Business of the
Issuer
 
 The
Company may be referred to as a shell corporation.  Shell corporations
are defined as companies with no or nominal assets and
operations.  Private companies wishing to become publicly trading may
wish to merge with a shell (a reverse merger) whereby the shareholders of the
private Company become the majority of the shareholders of the combined
Company.  The private Company may purchase for cash all or a portion
of the common shares of the shell corporation from its major
stockholders.  Typically, the Board and officers of the private
Company become the new Board and officers of the combined Company and often the
name of the private Company becomes the name of the combined
Company.
 
 The
Company has very limited capital, and it is unlikely that the Company will be
able to take advantage of more than one such business
opportunity.  The Company intends to seek opportunities demonstrating
the potential of long-term growth as opposed to short-term earnings. However, at
the present time, the Company has not identified any business opportunity that
it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.
 
 No
assurance can be given that the Company will be successful in finding or
acquiring a desirable business opportunity, given the limited funds that are
expected to be available for acquisitions.  Furthermore, no assurance
can be given that any acquisition, which does occur, will be on terms that are
favorable to the Company or its current stockholders.
 
 The
Company’s search will be directed toward small and medium-sized enterprises,
which have a desire to become public corporations.  In addition these
enterprises may wish to satisfy, either currently or in the reasonably near
future, the minimum tangible asset requirement in order to qualify shares for
trading on NASDAQ or on an exchange such as the American Stock Exchange. (See
Investigation and Selection of Business Opportunities).  The Company
anticipates that the business opportunities presented to it will (i) either be
in the process of formation, or be recently organized with limited operating
history or a history of losses attributable to under-capitalization or other
factors; (ii) experiencing financial or operating difficulties; (iii) be in need
of funds to develop new products or services or to expand into a new market, or
have plans for rapid expansion through acquisition of competing businesses; (iv)
or other similar characteristics.  The Company intends to concentrate
its acquisition efforts on properties or businesses that it believes to be
undervalued or that it believes may realize a substantial benefit from being
publicly owned.  Given the above factors, investors should expect that
any acquisition candidate may have little or no operating history, or a history
of losses or low profitability.
 
 The
Company does not propose to restrict its search for investment opportunities to
any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited
resources.  This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical,
communications and others.  The Company’s discretion in the selection
of business opportunities is unrestricted, subject to the availability of such
opportunities,
 economic
conditions, and other factors.
 Table of Contents
  In
connection with such a merger or acquisition, it is highly likely that an amount
of stock constituting control of the Company would either be issued by the
Company or be purchased from the current principal stockholders of the Company
by the acquiring entity or its affiliates.  If stock is purchased from
the current principal stockholders, the transaction is likely to result in
substantial gains to the current principal stockholders relative to their
purchase price for such stock.  In the Company’s judgment, none of the
officers and directors would thereby become an underwriter within the meaning of
the Section 2(11) of the Securities Act of 1933, as amended as long as the
transaction is a private transaction rather than a public distribution of
securities.  The sale of a controlling interest by certain principal
shareholders of the Company would occur at a time when minority stockholders are
unable to sell their shares because of the lack of a public market for such
shares.
 
 Depending
upon the nature of the transaction, the current officers and directors of the
Company may resign their management and board positions with the Company in
connection with a change of control or acquisition of a business opportunity
(See Form of Acquisition, below, and Risk Factors, The Company,  Lack
of Continuity of Management).  In the event of such a resignation, the
Company’s current management would thereafter have no control over the conduct
of the Company’s business.
 
 It is
anticipated that business opportunities will come to the Company’s attention
from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plan, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
 
 The
Company does not foresee that it will enter into a merger or acquisition
transaction with any business with which its officers or directors are currently
affiliated.  Should the Company determine in the future, contrary to
the forgoing expectations, that a transaction with an affiliate would be in the
best interests of the Company and its stockholders, the Company is, in general,
permitted by Wyoming law to enter into a transaction if: The material facts as
to the relationship or interest of the affiliate and as to the contract or
transaction are disclosed or are known to the Board of Directors, and the Board
in good faith authorizes, approves or ratifies the contract or transaction by
the affirmative vote of a majority of the disinterested directors, even though
the disinterested directors constitute less than a quorum; or the material facts
as to the relationship or interest of the affiliate and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically authorized, approved or
ratified in good faith by vote of the stockholders; or the contract or
transaction is fair as to the Company as of the time it is authorized, approved
or ratified, by the Board of Directors or the stockholders.
 
 Table of Contents
  (1)           Investigation
and Selection of Business Opportunities
 
 To a
large extent, a decision to participate in a specific business opportunity may
be made upon management’s analysis of the quality of the other Company’s
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the business opportunity will derive from becoming a publicly held entity, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria.  In many instances,
it is anticipated that the historical operations of a specific business
opportunity may not necessarily be indicative of the potential for the future
because of a variety of factors, including, but not limited to, the possible
need to expand substantially, shift marketing approaches, change product
emphasis, change or substantially augment management, raise capital and the
like.
 
 It is
anticipated that the Company will not be able to diversify, but will essentially
be limited to the acquisition of one business opportunity because of the
Company’s limited financing.  This lack of diversification will not
permit the Company to offset potential losses from one business opportunity
against profits from another, and should be considered an adverse factor
affecting any decision to purchase the Company’s securities.
 
 Certain
types of business acquisition transactions may be completed without any
requirement that the Company first submit the transaction to the stockholders
for their approval.  In the event the proposed transaction is
structured in such a fashion that stockholder approval is not required, holders
of the Company’s securities (other than principal stockholders holding a
controlling interest) should not anticipate that they will be provided with
financial statements or any other documentation prior to the completion of the
transaction.  Other types of transactions require prior approval of
the stockholders.
 
 In the
event a proposed business combination or business acquisition transaction is
structured in such a fashion that prior stockholder approval is necessary, the
Company will be required to prepare a Proxy or Information Statement describing
the proposed transaction, file it with the Securities and Exchange Commission
for review and approval, and mail a copy of it to all Company stockholders prior
to holding a stockholders meeting for purposes of voting on the
proposal.  Minority shareholders that do not vote in favor of a
proposed transaction will then have the right, in the event the transaction is
approved by the required number of stockholders, to exercise statutory
dissenter’s rights and elect to be paid the fair value of their
shares.
 
 The
analysis of business opportunities will be undertaken by or under the
supervision of the Company’s officers and directors, none of whom are
professional business analysts (See Management).  Although there are
no current plans to do so, Company management might hire an outside consultant
to assist in the investigation and selection of business opportunities, and
might pay a finder’s fee.  Since Company management has no current
plans to use any outside consultants or advisors to assist in the investigation
and selection of business opportunities, no policies have been adopted regarding
use of such consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of service, or
the total amount of fees that may be paid.  However, because of the
limited resources of the Company, it is likely that any such fee the Company
agrees to pay would be paid in stock and not in cash.
 Table of Contents
  Otherwise,
in analyzing potential business opportunities, Company management anticipates
that it will consider, among other things, the following factors:
 
 ·
              Potential
      for growth and profitability indicated by new technology, anticipated
      market expansion, or new products;
 
 ·
              The
      Company’s perception of how any particular business opportunity will be
      received by the investment community and by the Company’s
      stockholders;
 
 ·
              Whether,
      following the business combination, the financial condition of the
      business opportunity would be, or would have a significant prospect in the
      foreseeable future of becoming, sufficient to enable the securities of the
      Company to qualify for listing on an exchange or on a national automated
      securities quotation system, such as NASDAQ, so as to permit the trading
      of such securities to be exempt from the requirements of Rule 15g-9
      adopted by the Securities and Exchange Commission (See Risk
      Factors  The Company  Regulations of Penny
      Stocks).
 
 ·
              Capital
      requirements and anticipated availability of required funds, to be
      provided by the Company or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements, or from other
      sources;
 
 ·
              The
      extent to which the business opportunity can be
  advanced;
 
 ·
              Competitive
      position as compared to other companies of similar size and experience
      within the industry segment as well as within the industry as a
      whole;
 
 ·
              Strength
      and diversity of existing management or management prospects that are
      scheduled for recruitment;
 
 ·
              The
      cost of participation by the Company as compared to the perceived tangible
      and intangible values and potential;
and
 
 ·
              The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance, and other required
    items.
 
 No one of
the factors described above will be controlling in the selection of a business
opportunity, and management will attempt to analyze all factors appropriate to
each opportunity and make a determination based upon reasonable investigative
measures and available data.  Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.  Potential investors must recognize that, because of the
Company’s limited capital available for investigation and management’s limited
experience in business analysis, the Company may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.
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  The
Company is unable to predict when it may participate in a business
opportunity.  It expects, however, that the analysis of specific
proposals and the selection of a business opportunity may take several months or
more.
 
 Prior to
making a decision to participate in a business opportunity, the Company will
generally request that it be provided with written materials regarding the
business opportunity containing as much relevant information as possible,
including, but not limited to, such items as a description of products, services
and Company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such Company and its
affiliates during the relevant periods; a description of present and required
facilities;, an analysis of risks and competitive conditions; a financial plan
of operation and estimated capital requirements; audited financial statements,
or if they are not available, unaudited financial statements, together with
reasonable assurance that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days following
completion of a merger or acquisition transaction; and the like.
 
 As part
of the Company’s investigation, the Company’s executive officers and directors
may meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel, and take
other reasonable investigative measures, to the extent of the Company’s limited
financial resources and management expertise.
 
 It is
possible that the range of business opportunities that might be available for
consideration by the Company could be limited by the impact of Securities and
Exchange Commission regulations regarding purchase and sale of penny
stocks.  The regulations would affect, and possibly impair, any market
that might develop in the Company’s securities until such time as they qualify
for listing on NASDAQ or on an exchange which would make them exempt from
applicability of the penny stock regulations.  (See Risk Factors
Regulation of Penny Stocks)
 
 Company
management believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be
attractive.  These include acquisition candidates desiring to create a
public market for their shares in order to enhance liquidity for current
stockholders, acquisition candidates which have long-term plans for raising
capital through public sale of securities and believe that the possible prior
existence of a public market for their securities would be beneficial, and
acquisition candidates which plan to acquire additional assets through issuance
of securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of assistance in
that process.  Acquisition candidates, which have a need for an
immediate cash infusion, are not likely to find a potential business combination
with the Company to be an attractive alternative.
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  (2)           Form
of Acquisition
 
 It is
impossible to predict the manner in which the Company may participate in a
business opportunity.  Specific business opportunities will be
reviewed as well as the respective needs and desires of the Company and the
promoters of the opportunity and, upon the basis of the review and the relative
negotiating strength of the Company and such promoters, the legal structure or
method deemed by management to be suitable will be selected.  Such
structure may include, but is not limited to leases, purchase and sale
agreements, licenses, joint ventures and other contractual
arrangements.  The Company may act directly or indirectly through an
interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger,
consolidation or reorganization of the Company with other corporations or forms
of business organization.  In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting stock of the Company following a merger or reorganization
transaction.  As part of such a transaction, the Company’s existing
directors may resign and new directors may be appointed without any vote by
stockholders.
 
 It is
likely that the Company will acquire its participation in a business opportunity
through the issuance of Common Stock or other securities of the
Company.  Although the terms of any such transaction cannot be
predicted, it should be noted that in certain circumstances the criteria for
determining whether or not an acquisition is a so-called B tax free
reorganization under the Internal Revenue Code of 1986 as amended, depends upon
the issuance to the stockholders of the acquired Company of a controlling
interest (i.e., 80% or more) of the common stock of the combined entities
immediately following the reorganization.  If a transaction were
structured to take advantage of these provisions rather than other a tax free
provisions provided under the Internal Revenue Code, the Company’s current
stockholders would retain in the aggregate 20% or less of the total issued and
outstanding shares.  This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization.  Any such issuance of additional shares might
also be done simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officers, directors and
principal stockholders.
 
 It is
anticipated that any new securities issued in any reorganization would be issued
in reliance upon one or more exemptions from registration under applicable
federal and state securities laws to the extent that such exemptions are
available.  In some circumstances, however, as a negotiated element of
the transaction, the Company may agree to register such securities either at the
time the transaction is consummated or under certain conditions at specified
times thereafter.  The issuance of substantial additional securities
and their potential sale into any trading market that might develop in the
Company’s securities may have a depressive effect upon such market.
 
 The
Company will participate in a business opportunity only after the negotiation
and execution of a written agreement.  Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.
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  As a
general matter, the Company anticipates that it, and/or its principal
stockholders will enter into a letter of intent with the management, principals
or owners of a prospective business opportunity prior to signing a binding
agreement.  Such a letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction.  Execution of a letter of intent will by no means
indicate that consummation of an acquisition is probable.  Neither the
Company nor any of the other parties to the letter of intent will be bound to
consummate the acquisition unless and until a definitive agreement is
executed.  Even after a definitive agreement is executed, it is
possible that the acquisition would not be consummated should any party elect to
exercise any right provided in the agreement to terminate it on specific
grounds.
 
 It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others.  If a
decision is
 made not
to participate in a specific business opportunity, the costs incurred in the
related investigation would not be recoverable.  Moreover, because
many providers of goods and services require compensation at the time or soon
after the goods and services are provided, the inability of the Company to pay
until an indeterminate future time may make it impossible to produce goods and
services.
 
 (3)           Investment
Company Act and Other Regulation
 
 The
Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business.  The Company does not,
however, intend to engage primarily in such activities.  Specifically,
the Company intends to conduct its activities so as to avoid being classified as
an investment Company under the Investment Company Act of 1940 (the Investment
Act), and therefore to avoid application of the costly and restrictive
registration and other provisions of the Investment Act, and the regulations
promulgated thereunder.
 
 The
Company’s plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates the
reorganization as discussed above.  Each of these areas is regulated
by the Investment Act, in order to protect purchasers of investment Company
securities. Since the Company will not register as an investment Company,
stockholders will not be afforded these protections.
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  RISK
FACTORS
 
 THERE ARE
SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK. BEFORE
MAKING A DECISION CONCERNING THE PURCHASE OF OUR SECURITIES, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER INFORMATION IN THIS ANNUAL
REPORT WHEN YOU EVALUATE OUR BUSINESS.
 
 BUSINESS
RISKS
 
 LACK OF
BUSINESS HISTORY AND PROFITABILITY OF OPERATIONS
 The
Company is not currently operating profitably and it should be anticipated that
it will operate at a loss at least until such time as a business prospect is
identified and profitability is achieved, if profitability is, in fact, ever
achieved. The Company has never earned a significant profit.
  DEPENDENCE
ON KEY MANAGEMENT
 The
success of the operations and activities of the Company is dependent to a
significant extent on the efforts and abilities of its management. The loss of
services of any of its Management could have a material adverse effect on the
Company. The Company does not maintain key man insurance on any of its
management. The Company does not have any employment or labor agreements with
any personnel as at the date of the filing of this Annual Report.
 
 CONFLICTS
OF INTEREST.  Certain conflicts of interest exist between the Company
and its officers and directors.  They have other business interests to
which they currently devote attention, and are expected to continue to do
so.  As a result, conflicts of interest may arise that can be resolved
only through their exercise of judgment in a manner which is consistent with
their fiduciary duties to the Company.
 
 It is
anticipated that the Company’s principal shareholders may actively negotiate or
otherwise consent to the purchase of a portion of their common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company’s principal shareholders
may consider their own personal pecuniary benefit rather than the best interest
of other Company shareholders.  Depending upon the nature of a
proposed transaction, Company shareholders other than the principal shareholders
may not be afforded the opportunity to approve or consent to a particular
transaction.
 
 INVESTMENT
RISKS
 
 OUR
ISSUANCE OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST OF
SHAREHOLDERS; OUR COMMON STOCK SHAREHOLDERS DO NOT HAVE PREEMPTIVE
RIGHTS.
 
 Any
additional issuances of common stock by us from our authorized but unissued
shares may have the effect of diluting the percentage interest of existing
shareholders. The securities issued to raise funds may have rights, preferences
or privileges that are senior to those of the holders of our other securities,
including our common stock. The board of directors has the power to issue such
shares without shareholder approval. We fully intend to issue additional common
shares in order to raise capital to fund our business operations and growth
objectives.
 
 WE DO NOT
ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE FUTURE,
WHICH MAKES INVESTMENT IN OUR STOCK SPECULATIVE OR RISKY.
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  We have
not paid dividends on our common stock and do not anticipate paying dividends on
our common stock in the foreseeable future. The board of directors has sole
authority to declare dividends payable to our stockholders. The fact that we
have not and do not plan to pay dividends indicates that we must use all of our
funds generated by operations for reinvestment in our business activities.
Investors also must evaluate an investment in the Company solely on the basis of
anticipated capital gains.
 
 LIMITED
LIABILITY OF OUR EXECUTIVE OFFICERS AND DIRECTORS MAY DISCOURAGE SHAREHOLDERS
FROM BRINGING A LAWSUIT AGAINST THEM.
 
 Our
Articles of Incorporation contain provisions that limit the liability of our
directors for monetary damages and provide for indemnification of officers and
directors. These provisions may discourage shareholders from bringing a lawsuit
against officers and directors for breaches of fiduciary duty and may reduce the
likelihood of derivative litigation against officers and directors even though
such action, if successful, might otherwise have benefited the shareholders. In
addition, a shareholder's investment in the Company may be adversely affected to
the extent that we pay costs of settlement and damage awards against officers or
directors pursuant to the indemnification provisions of the bylaw. The impact on
a shareholder's investment in terms of the cost of defending a lawsuit may deter
the shareholder from bringing suit against any of our officers or directors. We
have been advised that the SEC takes the position that these article and bylaw
provisions do not affect the liability of any director under applicable federal
and state securities laws.
 
 LIMITED
MARKET DUE TO PENNY STOCK
 
 The
Company's stock differs from many stocks, in that it is a "penny stock." The
Securities  and  Exchange  Commission  has
adopted a number of rules to regulate
"penny  stocks."  These
rules  include,  but are not limited
to,  Rules  3a5l-l,
15g-1,  15g-2,  15g-3,  15g-4,  15g-5,  15g-6
and 15g-7 under the Securities and Exchange Act of 1934, as
amended.  Because
our  securities  probably  constitute "penny
stock"  within the meaning of the rules,  the rules would
apply to us and our securities.  The rules may further affect the
ability of owners of our stock to sell their securities in any market that may
develop for them. There may be a
limited   market  for  penny   stocks,   due  to  the   regulatory   burdens  on
broker-dealers.  The market among dealers may not be
active.  Investors in penny stock  often
are  unable to sell  stock  back to
the  dealer  that sold them the stock. The mark-ups or
commissions  charged by the broker-dealers may be greater than any
profit a seller may make.  Because of large
dealer  spreads,  investors may be unable to sell the stock
immediately back to the dealer at the same price the dealer sold the stock to
the  investor.  In some  cases,  the
stock may fall quickly in value.  Investors  may be unable
to reap any profit  from any sale of
the  stock,  if they  can sell it at
all.  Stockholders  should  be
aware  that, according to the Securities and
Exchange  Commission  Release No. 34- 29093, the market for
penny stocks has suffered in recent years from  patterns of fraud and
abuse.  These patterns include:  - Control of the market for
the security by one or a few broker-  dealers that are
often  related to the  promoter or issuer;  -
Manipulation of prices through  prearranged  matching of
purchases and sales and false and misleading  press releases; -
"Boiler room" practices  involving high pressure sales tactics and
unrealistic price projections by inexperienced  sales
persons;  -  Excessive  and  undisclosed  bid-ask  differentials  and
markups by selling broker- dealers;  and - The
wholesale  dumping of the same securities by promoters and
broker-  dealers after prices have been
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  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 an the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect investors.  Because of the Company’s limited capital, it is
more likely than not that any acquisition by the Company will involve other
parties whose primary interest is the acquisition of control of a publicly
traded Company.  Moreover, any business opportunity acquired may be
currently unprofitable or present other negative factors.
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  IMPRACTICABILITY
OF EXHAUSTIVE INVESTIGATION.  The Company’s limited funds and lack of
full-time management will make it impracticable to conduct a complete and
exhaustive investigation and analysis of a business opportunity before the
Company commits its capital or other resources thereto.  Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if the Company had more
funds available to it, would be desirable.  The Company will be
particularly dependent in making decisions upon information provided by the
promoter, owner, sponsor, or others associated with the business opportunity
seeking the Company’s participation.  A significant portion of the
Company’s available funds may be expended for investigative expenses and other
expenses related to preliminary aspects of completing an acquisition
transaction, whether or not any business opportunity investigated is eventually
acquired.
 
 LACK OF
DIVERSIFICATION.  Because of the limited financial resources that the
Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations.  The Company’s probable inability to
diversify its activities into more than one area will subject the Company to
economic fluctuations within a particular business or industry and therefore
increase the risks associated with the Company’s operations.
 
 NEED FOR
AUDITED FINANCIAL STATEMENTS.  The Company will require audited
financial statements from any business that it proposes to
acquire.  Since the Company will be subject to the reporting
provisions of the Securities Exchange Act of 1934, as amended (the Exchange
Act), it will be required to include audited financial statements in its
periodical reports for any existing business it may acquire.  In
addition, the lack of audited financial statements would prevent the securities
of the Company from becoming eligible for listing on NASDAQ, the automated
quotation system sponsored by the Association of Securities Dealers, Inc., or on
any existing stock exchange.  Moreover, the lack of such financial
statements is likely to discourage broker-dealers from becoming or continuing to
serve as market makers in the securities of the Company.  Finally,
without audited financial statements, the Company would almost certainly be
unable to offer securities under a registration statement pursuant to the
Securities Act of 1933, and the ability of the Company to raise capital would be
significantly limited.  Consequently, acquisitions prospects that do
not have, or are unable to provide reasonable assurances that they will be able
to obtain, the required audited statements would not be considered by the
Company to be appropriate for acquisition.
 
 OTHER
REGULATION.  An acquisition made by the Company may be of a business
that is subject to regulation or licensing by federal, state, or local
authorities.  Compliance with such regulations and licensing can be
expected to be a time-consuming, expensive process and may limit other
investment opportunities of the Company.
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  DEPENDENCE
UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT.  The Company
will be entirely dependant upon the experience of its officers and directors in
seeking, investigating, and acquiring a business and in making decisions
regarding the Company’s operations.  It is possible that, from time to
time, the inability of such persons to devote their full time attention to the
Because investors will not be able to evaluate the merits of possible future
business acquisitions by the Company, they should critically assess the
information concerning the Company’s officers and directors.
 
 LACK OF
CONTINUITY IN MANAGEMENT.  The Company does not have an employment
agreement with any of its officers or directors, and as a result, there is no
assurance that they will continue to manage the Company in the
future.  In connection with acquisition of a business opportunity, it
is likely the current officers and directors of the Company may
resign.  A decision to resign will be based upon the identity of the
business opportunity and the nature of the transaction, and is likely to occur
without the vote or consent of the stockholders of the Company.
 
 INDEMNIFICATION
OF OFFICERS AND DIRECTORS.  The Company's By-Laws provide for the
indemnification of its, directors, officers, employees, and agents, under
certain circumstances, against attorney’s fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on behalf of the Company.  The Company
will also bear the expenses of such litigation for any of its directors,
officers, employees, or agents, upon such persons promise to repay the Company
therefor if it is ultimately determined that any such person shall not have been
entitled to indemnification.  This indemnification policy could result
in substantial expenditures by the Company, which it may be unable to
recoup.
 
 DEPENDENCE
UPON OUTSIDE ADVISORS.  To supplement the business experience of its
officers and directors, the Company may be required to employ accountants,
technical experts, appraisers, attorneys, or other consultants or
advisors.  The selection of any such advisors will, be made by the
Company’s officers, without any input by shareholders.  Furthermore,
it is anticipated that such persons may be engaged on an as needed basis without
a continuing fiduciary or other obligation to the Company.  In the
event the officers of the Company consider it necessary to hire outside
advisors, they may elect to hire persons who are affiliates, if those affiliates
are able to provide the required services.
 
 LEVERAGED
TRANSACTIONS.  There is a possibility that any acquisition of a
business opportunity by the Company may be leveraged, i.e. the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity.  This could
increase the Company’s exposure to larger losses.  A business
opportunity acquired through a leveraged transaction is profitable only if it
generates enough revenues to cover the related debt and
expenses.  Failure to make payments on the debt incurred to purchase
the business opportunity could result in the loss of a portion or all of the
assets acquired.  There is no assurance that any business opportunity
acquired through a leveraged transaction will generate sufficient revenues to
cover the related debt and expenses.
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  COMPETITION.  The
search for potentially profitable business opportunities is intensely
competitive.  The Company expects to be at a disadvantage when
competing with many firms that have substantially greater financial and
management resources and capabilities than the Company.  These
competitive conditions will exist in any industry in which the Company may
become interested.
 
 NO
FORESEEABLE DIVIDENDS.  The Company has not paid dividends on its
Common Stock and does not anticipate paying such dividends in the foreseeable
future.
 
 LOSS OF
CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS.  In conjunction with completion
of a business acquisition, it is anticipated that the Company will issue an
amount of the Company’s authorized but unissued Common Stock that represents the
greater majority of the voting power and equity of the Company.  In
conjunction with such a transaction, the Company’s current Officers, Directors,
and principal shareholders could also sell all, or a portion, of their
controlling block of stock to the acquired Company’s
stockholders.  Such a transaction would result in a greatly reduced
percentage of ownership of the Company by its current
shareholders.  As a result, the acquired Company’s stockholders would
control the Company, and it is likely that they would replace the Company’s
management with persons who are unknown at this time.
 
 NO PUBLIC
MARKET EXISTS.  There is currently no public market for the Company’s
common stock, and no assurance can be given that a market will develop or that a
shareholder will ever be able to liquidate his investment without considerable
delay, if at all.  If a market should develop, the price may be highly
volatile.  Factors such as those discussed in this Risk Factors
section may have a significant impact upon the market price of the securities
offered hereby.  Owing to the low price of the securities, many
brokerage firms may not be willing to effect transactions in the
securities.  Even if a purchasers finds a broker willing to effect a
transaction in theses securities, the combination of brokerage commissions,
state transfer taxes, if any, and any other selling costs may exceed the selling
price.  Further, many leading institutions will not permit the use of
such securities as collateral for any loans.
 
 BLUE SKY
CONSIDERATION.  Because the securities registered hereunder have not
been registered for resale under the Blue Sky laws of any state, the holders of
such shares and persons who desire to purchase them in any trading market that
might develop in the future, should be aware, that there may be significant
state Blue Sky law restrictions upon the ability of investors to sell the
securities and of purchasers to purchase the securities. Accordingly, investors
should consider the secondary market for the Company’s securities to be a
limited one.
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  (d) Results of Operations,
Liquidity and Capital Resources:  The Company has had no
significant operations during the last fiscal year and, accordingly, is fully
dependent either future sales of securities or upon its current management and,
or advances or loans from significant stockholders or corporate officers to
provide sufficient working capital to preserve the integrity of the corporate
entity.
 
 There is no assurance that the Company
will be able to obtain additional funding through the sales of additional
securities or, that such funding, if available, will be obtained on terms
favorable to or affordable by the Company. It is the intent of management and
significant stockholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity. However, there is no
legal obligation for either management or significant stockholders to provide
additional future funding.
 
 During the quarter ended December 31,
2007, the Company incurred a comprehensive net loss of approximately $33,929
related to various general and administrative costs incurred in the support of
the corporate entity and making required periodic reports to the U. S.
Securities and Exchange Commission.
 
 We will need to raise capital in order
to commence our proposed business operations.  No assurance can be
given that we will be able to raise sufficient capital to implement any proposed
business operations.  We have not identified any specific future
financing sources. In the future, our efforts to finance the Company may result
in the issuance of equity and debt instruments. This and other future financing
activity, if any, may result in the dilution of shareholder equity. We expect to
incur financial losses for the foreseeable future.
 
 Acquisition
or Disposition of Plant and Equipment
 
 We do not
anticipate the acquisition or disposition of any significant property, plant or
equipment during the next 12 months.
 
 From our
inception through the period ended December 31, 2007, we have relied on the
services of outside
 consultants
for services and currently have one part-time employee. In order for us to
attract and retain quality personnel, we anticipate we will have to offer
competitive salaries to future employees.
 Inflation
 
 The
effect of inflation on our operating results was not significant. Our operations
are located in North America and there are no seasonal aspects that would have a
material effect on our financial condition or results of
operations.
 
 Off-Balance
Sheet Arrangements
 
 We do not
have any off-balance sheet arrangements.
 
 Item 3. Controls and Procedures.
 
 (a)   
   Evaluation of Disclosure Controls and Procedures.
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  As of the
end of the reporting period, December 31, 2007, 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 are effective in timely
alerting them to material information relating to the Company required to be
included in the Company's period SEC filings. We were late filing our annual
report on Form 10-KSB for the fiscal year ending March 31, 2007. We have been
unable to timely file our periodic reports due to the lack of sufficient money
to pay our independent certifying accountants.
 (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.
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  PART
II-OTHER INFORMATION
 
 Item
1. LegalProceedings.
 
 The
Company is not a party to any pending material legal proceedings.
 
 
 Item 2.Unregistered
Sale of Equity Securities and Use of Proceeds.
 
 None.
 
 Item 3.Defaults upon
Senior Securities.None.
 
 Item
4. Submission of Matters to a Vote of Security
Holders.
 
 No matter
was submitted to a vote of the security holders, through the solicitation of
proxies or otherwise, during the quarter of the fiscal year covered by this
report.
 
 Item
5. Other Information.
 
 None.
 Item
6. Exhibits
 
 (a)
                  Exhibits:
 
 31
                  Chief
      Executive Officer-Section 302 Certification pursuant to Sarbanes-Oxley
      Act.
 32
                  Chief
      Executive Officer-Section 906 Certification pursuant to Sarbanes-Oxley
      Act.
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  SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Dated:
February 21,2008.
 
 
 GLOBAL
IMMUNE TECHNOLOGIES, INC.
 
 
 By:
      /s/Donald PerksDonald
      PerksTitle:
      President, CEO