U.S.
      Securities and Exchange Commission


Washington,
      D.C. 20549





FORM
      10-QSB


(Mark
      One)





T           QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for
      the
      quarterly period ending September 30, 2007








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





For
      the
      transition period from _____to_____








Commission
      file number    0-30520








GLOBAL
                IMMUNE TECHNOLOGIES, INC.(Name
                of Small Business Issuer in its Charter)





WYOMING
            
            98-05327255(State
                of Incorporation)
            
            (IRS
                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 T No
£





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 T No
£





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





Applicable
      on to corporate issuers


State
      the
      number of shares outstanding of each of the issuer's class of Common equity,
      as
      of September 30, 2007: 16,195,645





Transitional
      Small Business Disclosure Format (Check One)Yes £ No
T













Table
      of Contents





Item
                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.         Financial
      Statements.**











**Global
      Immune Technologies, Inc.**


**September
      30, 2007**


**Interim
      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
      ImmuneTechnologies, Inc.**


Balance
      Sheet


September
      30, 2007





**(Unaudited)****September**
              **30, 2007**
            
            
            **March**
              **31,
                2007****Assets:****$**
            **-**
            
            
            **$**
            **-****Total
                Assets**
            
            ****
            **-**
            
            
            ****
            **-****Liabilities
                and Shareholders’ Deficit:****Accounts
                payable**
            
            **$**
            **35,680**
            
            
            **$**
            **18,164****Due
                to officer**
            
            ****
            **86,382**
            
            
            ****
            **86,382****Due
                to related parties**
            
            ****
            **406,815**
            
            
            ****
            **402,387****Total
                current liabilities**
            
            ****
            **528,877**
            
            
            ****
            **506,933****Contingencies
                and commitments**
            
            ****
            **-**
            
            
            ****
            **-****Total
                liabilities**
            
            ****
            **528,877**
            
            
            ****
            **506,933****Shareholders’
                Deficit****Cumulative
                foreign currency adjustment**
            
            **$**
            **3,724**
            
            
            **$**
            **3,724****Accumulated
                deficit**
            
            ****
            **(3,998,127**
            **)**
            
            ****
            **(3,976,183**
            **)****Common
                stock ( 500,000,000 no par common shares authorized; 16,195,645 shares
                O/S)**
            
            ****
            **3,465,526**
            
            
            ****
            **3,465,526****Total
                shareholders’ deficit**
            
            **$**
            **(528,877**
            **)**
            
            **$**
            **(506,933**
            **)****Total
                Shareholders, Deficit and Liabilities**
            
            **$**
            **-**
            
            
            **$**
            **-**











**See
      accompanying notes to financial statements**





***Table
            of Contents***





**Global
      ImmuneTechnologies, Inc.**


Interim
      Statement of Operations


For
      the three-month and six-month periods ended September 30, 2007 and September
      30
      2006


(Stated
      in US dollars)


(Unaudited)





**Three
                months ended September 30, 2007**
            
            
            **Three
                months ended September 30, 2006**
            
            
            **Six months
                ended September 30, 2007**
            
            
            **Six
                months ended September 30, 2006****Revenue**
            
            **$**
            **-**
            
            
            **$**
            **-**
            
            
            **$**
            **-**
            
            
            **$**
            **-****General
                and administrative expense**
            
            **$**
            **18,220**
            
            
            **$**
            **27,000**
            
            
            **$**
            **21,944**
            
            
            **$**
            **38,692****Net
                loss per share**
            
            ****
            **(18,220**
            **)**
            
            ****
            **(27,000**
            **)**
            
            ****
            **(21,944**
            **)**
            
            ****
            **(38,692**
            **)****Basic
                and diluted loss per share**
            
            **$**
            **0.00**
            
            
            **$**
            **0.00**
            
            
            **$**
            **0.00**
            
            
            **$**
            **0.00****Weighted
                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
      ImmuneTechnologies, Inc.**


Interim
      Statement of Cash Flows


For
      the three-month and six-month periods ended September 30, 2007
      and  September 30 2006


(Stated
      in US dollars)


(Unaudited)





**Three
                months ended September 30, 2007**
            
            
            **Three
                months ended September 30, 2006**
            
            
            **Six
                months ended September 30, 2007**
            
            
            **Six
                months ended September 30, 2006**Operating
                Activities:Net
                loss for periods
            
            $
            (18,220
            )
            
            $
            (27,000
            )
            
            $
            (21,944
            )
            
            $
            (38,692
            )Changes
                in current accounts:Change
                in accounts payable
            
            
            (1,223
            )
            
            
            24,916
            
            
            
            17,516
            
            
            
            30,784Cash
                used in operations
            
            
            (19,443
            )
            
            
            (2,084
            )
            
            
            (4,428
            )
            
            
            (7,908
            )Investing
                Activities:Financing
                ActivitiesBank
                indebtedness
            
            $
            -
            
            
            $
            (1,697
            )
            
            $
            -
            
            
            $
            -Increase
                due to related parties
            
            
            (34,070
            )
            
            
            4,475
            
            
            
            4,428
            
            
            
            7,698Increase
                due to officer and director
            
            
            (5,081
            )
            
            
            -
            
            
            
            -
            
            
            
            -Cash
                from financing activities
            
            
            (39,151
            )
            
            
            2,778
            
            
            
            4,428Increase
                (decrease) in cash
            
            
            (58,584
            )
            
            
            694
            
            
            
            -
            
            
            
            (210
            )Foreign
                currency translation adjustment
            
            
            -
            
            
            
            (657
            )
            
            
            -
            
            
            
            99Cash
                beginning of year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            148Cash
                at end of year
            
            $
            -
            
            
            $
            37
            
            
            $
            -
            
            
            $
            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.   Natureand 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 Technologies, 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 September 30,
      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
      September 30, 2007, the Company owed $86,382 to the Company’s sole officer and
      director; and $367,794 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.





**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.





***Table
            of Contents***





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





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





(b) 
      Business History of the Issuer.





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





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





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





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





***Table
            of Contents***





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





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





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





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





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





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





(c)     
      Current Business of the Issuer





***Table
            of Contents***





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.





(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.





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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.





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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.





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.





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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  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.





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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.








(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.





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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 September 30, 2007, the Company incurred a comprehensive
      net
      loss of approximately $18,220 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 September 30, 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. Controlsand Procedures.**





(a)     
      Evaluation of Disclosure Controls and Procedures.





As
      of the
      end of the reporting period, September 30, 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.





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(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.





PART
      II-OTHER INFORMATION





**Item
      1.        Legal
      Proceedings.**





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            of Contents***




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.





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:
      November 14, 2007.








GLOBAL
                IMMUNE TECHNOLOGIES, INC.By:
                /s/Donald PerksDonald
                PerksTitle:
                President, CEO