U.S.
Securities and Exchange Commission


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)





x           QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the
quarterly period ending December 31, 2008








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




For the
transition period from _____to_____








Commission
file number    0-30520








GLOBAL
IMMUNE TECHNOLOGIES INC.





(Name of
Small Business Issuer in its Charter)








WYOMING
                  
                  98-05327255(State
      of Incorporation)
                  
                  (IRS
      Employer identification
No.)








45
      Brown Street, Sydney Mines, Nova Scotia, Canada
                  
                  B1V
      1G2(Address
      of principal executive offices)
                  
                  (Zip
      Code)








Indicate
by check mark whether the registrant (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  ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definitions of “accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):
 Large
accelerated filer  ̈, Accelerated filer
 ̈, Non-accelerated
filer  ̈, Smaller
reporting company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act). Yes x No  ̈
 
 APPLICABLE
ON TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS
 
 Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act subsequent to the distribution of
securities under a plan confirmed by the court. Yes  ̈ No  ̈
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS:
 
 Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date. As of December 31, 2008 we had
16,195,645 shares of common stock issued and outstanding.











Table of Contents





PART
      I – FINANCIAL INFORMATIONItem
      1.
                
                Financial StatementsItem
      2.
                
                Management's Discussion and Analysis of Financial Condition
      and Results of OperationsItem
      3.
                
                Quantitative and Qualitative Disclosures About Market
      RiskItem
      4.
                
                Controls and ProceduresPART
      II. OTHER INFORMATIONItem
      1.
                
                Legal ProceedingsItem
      1A.
                
                Risk FactorsItem
      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





Item1.
            Financial
      Statements.








Global
Immune Technologies Inc.


December
31, 2008


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
Immune Technologies Inc.


Balance
Sheet


December
31, 2008





December
      31, 2008
                                (Unaudited)
                              
                              
                              March
      31, 2008
                                (Audited)Assets:$
                              -
                              
                              
                              $
                              -Total
      Assets
                              
                              
                              -
                              
                              
                              
                              -Liabilities
      and Shareholders’ Deficit:Accounts
      payable
                              
                              $
                              109,380
                              
                              
                              $
                              106,956Due
      to officer
                              
                              
                              131,335
                              
                              
                              
                              111,382Due
      to related parties
                              
                              
                              442,828
                              
                              
                              
                              422,051Total
      current liabilities
                              
                              
                              683,543
                              
                              
                              
                              640,389Contingencies
      and commitments
                              
                              
                              -
                              
                              
                              
                              -Total
      liabilities
                              
                              
                              683,543
                              
                              
                              
                              640,389Shareholders’
      DeficitCumulative
      foreign currency adjustment
                              
                              $
                              5,039
                              
                              
                              $
                              4,542Accumulated
      deficit
                              
                              
                              (4,154,108
                              )
                              
                              
                              (4,110,457
                              )Common
      stock ( 500,000,000 no par common shares authorized; 16,195,645 shares
      O/S)
                              
                              
                              3,465,526
                              
                              
                              
                              3,465,526Total
      shareholders’ deficit
                              
                              $
                              (683,543
                              )
                              
                              $
                              (640,389
                              )Total
      Shareholders, Deficit and Liabilities
                              
                              $
                              -
                              
                              
                              $
                              -






See
accompanying notes to financial statements





1
 Table of Contents





Global
Immune Technologies Inc.


Interim
Statement of Operations


(Stated
in US dollars)


(Unaudited)





Three
      months ended
                        December
      31, 2008
                      
                      
                      Three
      months ended
                        December
      31, 2007
                      
                      
                      Nine months Ended
                        December
      31, 2008
                      
                      
                      Nine months ended
                        December
      31, 2007Revenue
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -General
      and administrative expense
                      
                      $
                      18,750,
                      
                      
                      $
                      33,929
                      
                      
                      $
                      43,651
                      
                      
                      $
                      52,149Net
      loss per share
                      
                      
                      (18,750
                      )
                      
                      
                      (33,929
                      )
                      
                      
                      (43,651
                      )
                      
                      
                      (52,149
                      )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





2
 Table of Contents





Global
Immune Technologies Inc.


Interim
Statement of Cash Flows


(Stated
in US dollars)


(Unaudited)








Three
      months ended
                                                                          December
      31, 2008
                                                                        
                                                                        
                                                                        Three
      months ended
                                                                          December
      31, 2007
                                                                        
                                                                        
                                                                        Nine
      months
      ended
                                                                          December
      31, 2008
                                                                        
                                                                        
                                                                        Nine
      months
      ended
                                                                          December
      31, 2007Operating
      Activities:Net
      loss for periods
                                                                        
                                                                        $
                                                                        (18,750
                                                                        )
                                                                        
                                                                        $
                                                                        (33,929
                                                                        )
                                                                        
                                                                        $
                                                                        (43,651
                                                                        )
                                                                        
                                                                        $
                                                                        (52,149
                                                                        )Changes
      in current accounts:Change
      in accounts payable
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        3,785
                                                                        
                                                                        
                                                                        
                                                                        2,424
                                                                        
                                                                        
                                                                        
                                                                        31,895Cash
      used in operations
                                                                        
                                                                        
                                                                        (18,750
                                                                        )
                                                                        
                                                                        
                                                                        (30,144
                                                                        )
                                                                        
                                                                        
                                                                        (41,227
                                                                        )
                                                                        
                                                                        
                                                                        (20,254
                                                                        )Investing
      Activities:Financing
      ActivitiesBank
      indebtedness
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -
                                                                        
                                                                        
                                                                        $
                                                                        -Increase
      due to related parties
                                                                        
                                                                        
                                                                        12,000
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        20,777Increase
      due to officer and director
                                                                        
                                                                        
                                                                        6,750
                                                                        
                                                                        
                                                                        
                                                                        6,750
                                                                        
                                                                        
                                                                        
                                                                        19,954
                                                                        
                                                                        
                                                                        
                                                                        20,250Cash
      from financing activities
                                                                        
                                                                        
                                                                        18,750
                                                                        
                                                                        
                                                                        
                                                                        6,750
                                                                        
                                                                        
                                                                        
                                                                        40,731
                                                                        
                                                                        
                                                                        
                                                                        20,250Increase
      (decrease) in cash
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (497
                                                                        )Foreign
      currency translation adjustment
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        497
                                                                        
                                                                        
                                                                        
                                                                        -Cash
      beginning of year
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        -Cash
      at end of year
                                                                        
                                                                        $
                                                                        nil
                                                                        
                                                                        
                                                                        $
                                                                        nil
                                                                        
                                                                        
                                                                        $
                                                                        nil
                                                                        
                                                                        
                                                                        $
                                                                        nilInterest
      paid during year
                                                                        
                                                                        none
                                                                        
                                                                        
                                                                        none
                                                                        
                                                                        
                                                                        none
                                                                        
                                                                        
                                                                        noneTaxes
      paid during year
                                                                        
                                                                        none
                                                                        
                                                                        
                                                                        none
                                                                        
                                                                        
                                                                        none
                                                                        
                                                                        
                                                                        none








See
accompanying notes to financial statements





3
 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 Secureview Systems Inc. to Global Immune Technologies Inc. and
incorporated in the state of Wyoming. The Company was formerly a British
Columbia corporation and moved its offices to Sydney Mines Nova Scotia. 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,
2008.
 
 Note
3 - Accounts Payable and Accrued Liabilities
 
 Accounts
payable and accrued liabilities are non-interest bearing, unsecured and have
settlement dates within one year.
 
 Note 4- Due to Related
Parties
 
 As of
December 31, 2008, the Company owed $131,335 to the Company’s sole officer and
director; and $442,828 to two separate significant
shareholders.  Amounts due to related parties are non-interest
bearing, unsecured and have no fixed terms of repayment.
 
 Note
5 - Supplemental Disclosures with Respect to Cash Flows
 
 During
fiscal 2007, related parties paid $117,225 directly in payment of certain trade
creditors payables owed by the Company. During the quarter ended December 31,
2008, $ 12,000 of expenses were paid by significant shareholders. These payments
and 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
6 – 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
7 – Interim Reporting
 
 The
information presented in the accompanying interim three 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, 2008 annual financial statements.  All adjustments
are of a normal recurring nature.





Item2.
            Management's Discussion and
      Analysis of Financial Condition and Results of
      Operations





FORWARD-LOOKING
STATEMENT NOTICE:





This
quarterly report on Form 10-Q 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.





4
 Table of Contents





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-Q 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-Q. 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 September 7, 1995 to American Comstock Exploration
Ltd. in connection with a consolidation of its share capital on a one for four
basis.





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





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





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





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





On August
1, 2008, the Company moved its office from Vancouver, British Columbia to Sydney
Mines, Nova Scotia.





(b) Business History of the
Issuer.





5
 Table of Contents





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
September 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.





6
 Table of Contents





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





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





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





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





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





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





(c)  Current Business of the
Issuer





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





7
 Table of Contents





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





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





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





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





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





8
 Table of Contents





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.





9
 Table of Contents





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





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





(2)
            Form of
      Acquisition





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





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





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





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





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





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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.





(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.





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During
the quarter ended December 31, 2008, the Company incurred a comprehensive net
loss of approximately $ 18,750  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, 2008, 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.





Item3.
            Quantitative and Qualitative
      Disclosures About Market
Risk





Cash and
Cash Equivalents





In the
future, we plan to invest our cash and cash equivalents in short-term, fixed
rate, highly rated and highly liquid instruments which are reinvested when they
mature throughout the year.  As of December 31, 2008, we had no cash
and cash equivalents subject to any market risk.





The
Company does not issue or invest in financial instruments or their derivatives
for trading or speculative purposes.  Although the Company has
outstanding debt and related interest expense, market risk of interest rate
exposure is currently not material.





Item4.
            Controls and
      Procedures.





Evaluation of and Report on
Internal Control over Financial Reporting





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The
Company carried out, under the supervision and with the participation of the
Company’s management, including the Company’s Chief Executive Officer and the
Company’s Chief Financial Officer, an evaluation of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act
of 1934, as amended).  Based on their evaluation, the Company’s Chief
Executive Officer and its Chief Financial Officer concluded that, as of December
31, 2008, the Company’s disclosure controls and procedures were not effective
because of the material weakness identified as of such date discussed
below.  Notwithstanding, the existence of the material weakness
described below, management has concluded that the financial statements in this
Form 10-Q fairly present, in all material respects, the Company’s financial
position, results of operations and cash flows for the periods and dates
presented.





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting of the Company. Management, with the participation of our
principal executive officer and principal financial officer, has evaluated the
effectiveness of our internal control over financial reporting as of December
31, 2008 based on the criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on that evaluation, they concluded that, during the period
covered by this report, such internal controls and procedures were not effective
to detect the inappropriate application of US GAAP rules as more fully described
below. This was due to deficiencies that existed in the design or operation of
our internal control over financial reporting that adversely affected our
internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that the Company’s management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were:





As
defined by Auditing Standard No. 5, "An Audit of Internal Control Over Financial
Reporting that is Integrated with an Audit of Financial Statements and Related
Independence Rule and Conforming Amendments," established by the Public Company
Accounting Oversight Board ("PCAOB"), a material weakness is a deficiency or
combination of deficiencies that results more than a remote likelihood that a
material misstatement of annual or interim financial statements will not be
prevented or detected. In connection with the assessment described above,
management identified the following control deficiencies that represent material
weaknesses as of December 31, 2008:





(1)  Lack
of an independent audit committee. We do not have an independent audit
committee. We have never named an audit committee financial expert. It is our
intension to establish an audit committee of the board and obtain a financial
expert on our audit committee when we have sufficient capital resources and
working capital to attract qualified independent directors and to maintain such
a committee.





(2)
Inadequate staffing and supervision within our bookkeeping operations. The
relatively small number of employees who are responsible for bookkeeping
functions prevents us from segregating duties within our internal control
system. The inadequate segregation of duties is a weakness because it could lead
to the untimely identification and resolution of accounting and disclosure
matters or could lead to a failure to perform timely and effective reviews.
During the quarter ending December 31, 2008, we had only one person who
performed all aspects of our financial reporting process, including, but not
limited to, access to the underlying accounting records and systems, the ability
to post and record journal entries and responsibility for the preparation of the
financial statements. This provides for a lack of review over the financial
reporting process that may result in a failure to detect errors in spreadsheets,
calculations, or assumptions used to compile the financial statements and
related disclosures as filed with the SEC.





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(3)
Insufficient number of independent directors. At the present time, our Board of
Directors does not consist of a majority of independent directors, a factor that
is counter to corporate governance practices as set forth by the rules of
various stock exchanges.





Our
management determined that these deficiencies described above constituted
material weaknesses. Due to a lack of financial and personnel resources, we are
not able to, and do not intend to, immediately take any action to remediate
these material weaknesses. We will not be able to do so until, if ever, we
acquire sufficient financing and staff to do so. We will implement further
controls as circumstances, cash flow, and working capital permit.
Notwithstanding the assessment that our ICFR was not effective and that there
were material weaknesses as identified in this report, we believe that our
consolidated financial statements contained in our Quarterly Report on form 10-Q
for the fiscal quarter ending December 31, 2008, fairly present our financial
position, results of operations and cash flows for the years covered thereby in
all material respects.





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





Changes in Internal Control
over Financial Reporting





There was
no change in our internal controls over financial reporting identified in
connection with the requisite evaluation that occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





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. 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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 Table of Contents





PART
II-OTHER INFORMATION





Item1.
            Legal
      Proceedings.





The
Company is not a party to any pending material legal proceedings.




Item1A.
              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.





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





INVESTMENT
RISKS





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





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





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





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





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





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





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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.





20
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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.








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.





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





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





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





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





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





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





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





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





DEPENDENCE
UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT.  The Company
will be entirely dependant upon the experience of its officers and directors in
seeking, investigating, and acquiring a business and in making decisions
regarding the Company’s operations.  It is possible that, from time to
time, the inability of such persons to devote their full time attention to the
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
there for 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.





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





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





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





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





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





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








Item2.
            Unregistered
      Sale of Equity Securities and Use of Proceeds.




None.
  Item3.
                Defaults upon
      Senior Securities.None.
 
 Item4.
                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.
 
 Item5.
              Other
      Information.
 
 None.
 
 Item6.
              Exhibits


(a)  Exhibits:





Exhibit
      No.
                
                Description
      of Exhibit31
                
                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 6 , 2009.








GLOBAL
IMMUNE TECHNOLOGIES INC.








By: /s/Donald PerksDonald
      PerksTitle:
      President, CEO, CFO






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