U.S.
      Securities and Exchange Commission


Washington,
        D.C. 20549
 
 FORM
        10-QSB
 (Mark
        One)
 
 x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
                  OF 1934 for the quarterly period ending June 30,
                  2007
 
 
  ̈
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 
 For
        the
        transition period from _____to_____
 
 
 Commission
        file number    0-30520
 
 
 GLOBAL
        IMMUNE TECHNOLOGIES, INC.
 (Name
        of
        Small Business Issuer in its Charter)
 
 
 WYOMING
              
              98-05327255(State
                  of Incorporation)
              
              (IRS
                  Employer identification No.)
 
 1111-207
                  West Hastings St., Vancouver, B.C. Canada
              
              V6G
                  1H7(Address
                  of principal executive offices)
              
              (Zip
                  Code)
 
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes x No  ̈
 
 Applicable
        only to issuers involved in bankruptcy proceedings during the preceding five
        years
 
 Check
        whether the registrant filed all documents and reports required to be filed
        by
        Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
        under a plan confirmed by a court. Yes x   No  ̈
 
 Indicate
        by check mark whether the registrant is a shell company (as defined by Rule
        12b-2 of the Exchange Act). Yes xNo  ̈
 
 Applicable
        on to corporate issuers
 State
        the
        number of shares outstanding of each of the issuer's class of Common equity,
        as
        of June 30, 2007: 16,195,645
 
 Transitional
        Small Business Disclosure Format (Check One)Yes  ̈No x
  
  
  Table
        of
        Contents
 
 Item
                  1.
              Financial
                  Statements.Balance
                  Sheet unaudited).Statements
                  of Operations unaudited).Statements
                  of Cash Flows unaudited).Notes
                  to Financial Statements.Item
                  2.
              Management's
                  Discussion and Analysis or Plan of
                  Operation.Item
                  3.
              Controls
                  and Procedures.PART
                  II.  OTHER INFORMATIONItem
                  1.
              Legal
                  Proceedings.Item
                  2.
              Unregistered
                  Sale of Equity Securities and Use of
                  Proceeds.Item
                  3.
              Defaults
                  upon Senior Securities.Item
                  4.
              Submission
                  of Matters to a Vote of Security
                  Holders.Item
                  5.
              Other
                  Information.Item
                  6.
              Exhibits.Signatures.
  
  PART
        I-FINANCIAL INFORMATION
 
 **Item
                  1.**
              **Financial
                  Statements.**
 
 
 **Global
        Immune Technologies, Inc.**
 **June
        30, 2007**
 **Interim
        Financial Statements**
 (Stated
        in US dollars)
 (Unaudited)
 
 Index
        to
        interim financial statements
 
 
 PagesBalance
                  Sheet
              
              4Statements
                  of Operations
              
              5Statements
                  of Cash Flows
              
              6Notes
                  to the financial statements
              
              7
  
 
 **Global
        Immune Technologies, Inc.**
 Balance
        Sheets
 
 
 (unaudited)**6/30/07**
              
              **3/31/07****Assets**
              
              $
              -
              
              
              -**Total
                  Assets**
              
              $
              -
              
              $
              -**Liabilities
                  and Shareholders’ Deficit**Accounts
                  payable
              
              $
              36,903
              
              
              **18,164**Due
                  to Officer
              
              
              91,463
              
              
              86,382Due
                  to related parties
              
              
              440,886
              
              
              402,387Total
                  Current Liabilities
              
              
              569,252
              
              
              506,933Contingencies
                  and Commitments
              
              
              -
              
              
              -Total
                  Liabilities
              
              
              569,252
              
              
              506,933**Shareholders’
                  Deficit**Cumulative
                  foreign currency adjustment
              
              
              (34,616
              )
              
              3,724Accumulated
                  Deficit
              
              
              (4,000,162
              )
              
              (3,976,183
              )Common
                  stock 500,000,000 no par common shares authorized; 16,195,645 shares
                  outstanding
              
              
              3,465,526
              
              
              3,465,526Total
                  Shareholder’s Deficit
              
              
              (569,252
              )
              
              (506,933
              )**Total
                  Shareholders’ Deficit and Liabilities**
              
              $
              -
              
              
              -
   See
        accompany notes to the financial statements
  **4**
 
 **Global
        ImmuneTechnologies, Inc.**
 Interim
        Statements of Operations
 
 (Stated
        in US dollars)
 (Unaudited)
 
 
 Three
                  months ended
                6/30/07
              
              Three
                  months ended
                6/30/06**Revenue**
              
              $
              -
              
              $
              -**General
                  and Administrative Expenses**
              
              
              23,979
              
              
              10,982Net
                  Loss for the period
              
              
              23,979
              
              
              10,982Basic
                  and diluted loss per share
              
              $
              (0.001
              )
              $
              (0.001
              )Weighted
                  average number of shares outstanding
              
              
              16,195,645
              
              
              16,195,645
 
 
 See
        accompany notes to the financial statements
  **5**
 
 **Global
        Immune Technologies, Inc.**
 Interim
        Statement of Cash Flows
 
 
 Three
                  months ended  6/30/07
              
              Three
                  months ended**** 6/3/06**Operating
                  Activities**Net
                  loss for periods
              
              $
              (23,979
              )
              $
              (10,982
              )Contribution
                  of services
              
              
              
              
              
              .Write
                  off of loan receivable**Changes
                  in current accounts**Decrease
                  accounts receivable
              
              
              -
              
              
              .Change  accounts
                  payables
              
              
              18,739
              
              
              (130,595
              )**Cash
                  used in operations**
              
              
              (5,240
              )
              
              (141,577
              )**Investing
                  Activities**
              
              
              -
              
              
              -**Financing
                  Activities**Increase
                  in loan receivable
              
              
              -Increase
                  due to related parties
              
              
              38,449
              
              
              180,438Increase
                  due to officer and director
              
              
              5,081
              
              
              (46,731
              )**Cash
                  from financing activities**
              
              
              43,530
              
              
              133,707Increase
                  (Decrease) in cash during year
              
              
              38,290
              
              
              (7,871).Foreign
                  currency translation adjustment
              
              
              (38,340
              )
              
              (7,730
              )Cash
                  beginning of year
              
              
              -.
              
              
              141**Cash
                  at end of year**
              
              $
              -
              
              $
              -Interest
                  paid during year
              
              
              None
              
              
              NoneTaxes
                  paid during year
              
              
              None
              
              
              None
 
 
 See
        accompany notes to the financial statements
  **6**
  **Note
        1.   Nature and Continuance of
        Operations**
 
 Global
        Immune Technologies Inc. (the "Company") (formerly, Secureview Systems Inc.)
        originally incorporated in 1985. During fiscal 2007, the Company changed
        its
        name from Secure Systems Inc. to Global Immune Technology, Inc. and incorporated
        in the state of Wyoming. The Company was formerly a British Columbia
        corporation. Its business office continues to be located in Vancouver, British
        Columbia, Canada.  The Company is considered a public shell with
        administrative expenses being its only operations.
 
 **Note
        2 - Accounts Receivable**
 
 The
        Company had no accounts receivable for the fiscal year ended June 30,
        2007.
 
 **Note
        3 -  Loan Receivable**
 
 During
        the year ended 31 March 2006, the Company loaned $30,000 cash pursuant to
        an
        agreement dated 23 September 2005 to Global Lottery Corporation, a Nevada
        corporation.  The terms of the agreement state that the Company shall
        have the option to convert this promissory note into shares of common stock
        of
        Global Lottery Corporation on the basis of $0.10 per share. Management believes
        collection is doubtful and the balance has been offset by a full valuation
        allowance as at 31 March 2006.
 
 **Note
        4 -  Accounts Payable and Accrued Liabilities**
 
 Accounts
        payable and accrued liabilities are non-interest bearing, unsecured and have
        settlement dates within one year.
 
 **Note
        5**- **Due to Related Parties**
 
 As
        of
        June 30, 2007, the Company owed $91,463 to the Company’s sole officer and
        director; and $440,886 to two separate significant shareholders. The increase
        in
        the amount due to the related parties was principally for payments made by
        them
        during the period in satisfaction of certain the Company’s current payable
        accounts.  Amounts due to related parties are non-interest bearing,
        unsecured and have no fixed terms of repayment.
 
 **Note
        6 -  Supplemental Disclosures with Respect to Cash
        Flows**
 
 During
        fiscal 2006, the Company loaned out and wrote off as uncollectible a $24,456
        ($30,000 in Canadian dollars) loan receivable.  Also, during fiscal
        2007, related parties paid $117,225 directly in payment of certain trade
        creditors payables owed by the Company. These reductions in accounts payable
        and
        corresponding increases in payables to related parties are reflected in the
        statement of cash flows as reduction of accounts payable and an increase
        in
        related party debt.
 
 **Note
        7 – Commitments and Contingencies**
 
 The
        Company has agreed to pay its president and sole director a management fee
        of
        approximately $2,250 ($2,500 CDN) per month.
 
 **Note
        8 – Interim Reporting**
 
 The
        information presented in the accompanying interim six month financial includes
        all adjustments which are, in the opinion of management, necessary to present
        fairly the financial, results of operations and cash flows for the interim
        periods presents in accordance with accounting principles generally accepted
        in
        the United States of America.  These interim financial statements
        follow the same accounting policies and methods of their application as the
        Company’s March 31, 2007 annual financial statements.  All adjustments
        are of a normal recurring nature.
  **7**
  **Item
                  2.**
              **Management's
                  Discussion and Analysis or Plan of Operation.**
 
 FORWARD-LOOKING
        STATEMENT NOTICE:
 
 This
        quarterly report on Form 10-QSB and our future filings with the Securities
        and
        Exchange Commission contain many forward-looking statements, which involve
        risks
        and uncertainties. For this purpose, any statements contained in this report
        that are not statements of historical fact may be deemed to be forward-looking
        statements. Without limiting the foregoing, statements such as our plans,
        objective, expectations and intentions. You can identify these statements
        by our
        use of words such as "may," "expect," "believe," "anticipate," "intend,"
        "could," "estimate," "continue," "plans," or other similar words or phrases.
        Some of these statements include discussions regarding our future business
        strategy and our ability to generate revenue, income, and cash
        flow.
 
 These
        statements are intended to identify forward-looking statements within the
        meaning of the various securities acts. We wish to caution the reader that
        all
        forward-looking statements contained in this Form 10-QSB are only estimates
        and
        predictions. Our actual results could differ materially from those anticipated
        as a result of risk facing us or actual events differing from the assumptions
        underlying such forward-looking statements. Readers are cautioned not to
        place
        undue reliance on any forward-looking statements contained in this Quarterly
        Report on Form 10-QSB. Readers are cautioned not to place undue reliance
        on
        these forward-looking statements. We undertake no obligation to update any
        of
        these factors or to publicly announce any change to our forward-looking
        statements made herein, whether as a result of new information, future events,
        changes in expectations or otherwise.
 
 Overview
 
 (a)Our
        Corporate
        History.
 
 The
        Company was incorporated on September 18, 1985, under the laws of the Province
        of British Columbia under the name of Canadian Comstock Exploration Ltd.
        with an
        authorized share capital of 20,000,000 shares without par value.
 
 The
        Company changed its name on June 7, 1995 to American Comstock Exploration
        Ltd.
        in connection with a consolidation of its share capital on a one for four
        basis.
 
 The
        Company changed its name again on February 4, 1998 to "International Comstock
        Exploration Ltd." in connection with a consolidation of its share capital
        on a
        one for five basis.
 
 The
        Company changed its name again on October 2, 2001 to "Secureview Systems
        Inc."
        in connection with a consolidation of its share capital on a one for five
        basis.
        In addition, the Company increased its authorized share capital to 100,000,000
        shares without par value on October 2, 2001.
 
 The
        Company changed its name again on May 2, 2005 to "Global Immune Technologies
        Inc." In addition, the Company increased its authorized share capital to
        an
        unlimited number of common shares without par value on March 23,
        2005.
  **8**
  On
        February 28, 2006, the Company changed its corporate domicile from British
        Columbia, Canada to the State of Wyoming.
 
 (b)Business
        History of the
        Issuer.
 
 From
        its
        incorporation in 1985 until 1999, the Company has been engaged in the business
        of exploration of natural resource properties. During 2004 the Company disposed
        of its final interests in its natural resource properties. In early 1999
        the
        Company initiated a search for other business opportunities culminating in
        May
        1999 with the acquisition of the domain name ProSportsPool.com. In January
        2000,
        the Company entered into an agreement with Internet Sports Network Inc. to
        develop and maintain a number of internet based games and contests. Internet
        Sports Network eventually developed "Fantasy Free for All" software and back
        end
        support for Nascar, Formula One, Cart series and Baseball and Hockey contests
        for ProSportsPool.com. The Company launched the ProSportsool.com website
        on
        March 1, 2000 with Formula 1 and NASCAR contests "Fantasy Free for All".
        The
        launch of the website was accompanied by a marketing campaign that included
        print, billboard, and internet-banner advertising. In March 21, 2000, the
        Company engaged Iceberg Media.com Inc. to provide three music channels -
        1Groove.com, 2Kool4Radio.com and PrimeTicket.net - for the ProSportsPool.com
        website. The ProSportsPool.com website added a fantasy baseball contest,
        and an
        affiliation with Altavista.com on March 27, 2000. At the beginning of April
        2000, the Company launched its internet based hockey contest and announced
        its
        inaugural contest winners in its auto-racing contests. The Company also
        announced it has become an authorized member of the Cnet.com affiliate network
        and formed similar affiliations with Chipshot.com, Wrenchead.com, Quokka.com
        and
        America Online.
 
 To
        increase awareness of the ProSportspool.com website, the Company participated
        at
        the G.I. Joe 200 CART race in Portland, Oregon as well as the Toronto and
        Vancouver Indy races by appearing at a booth at the races signing up contestants
        and offering prizes to entrants. On January 15, 2001, due to the closing
        of
        Internet Sports Network Inc., which provided the technical architecture and
        sports data for the ProSportsPool.com's sports contests, the Company was
        forced
        to discontinue its sports-contest site.
 
 During
        June 2001 and amended October, 2001 the Company entered into a letter of
        intent
        with Argent Resources Ltd., On-Track Computer Training Ltd., On-Track Computer
        International Ltd. and Lute Linux.com Corp. whereby Argent assigned its right
        to
        enter into a share exchange agreement with Lute who held the option to enter
        into a share exchange agreement with On-Track and On-Track International.
        In
        exchange for the assignment by Argent to the Company of the share exchange
        agreement entered into between Lute and Argent, the Company issued 2,000,000
        shares and paid $50,000 to Argent.
 
 During
        October 2001 the Company signed an agreement with Lute Linux.com Corp. including
        the exchange of Lute share purchase warrants for Company shares at a deemed
        value of $0.10 US per share, as to Russ Rossi (100,000 shares), RRGS Creative
        Management Corp. (2,400,000 shares) and Quest Ventures Ltd. (175,000 shares).
        The Company did not proceed with similar share purchase agreements with On-Track
        Computer Training Ltd. and On-Track Computer International Ltd. Lute focused
        its
        business development on its "Fedcam," an inexpensive remote monitoring system
        that allows subscribers to view their target locations via secure website.
        The
        Fedcam was being tested by the Canadian government's construction branch
        on its
        Osoyoos, British Columbia border crossing site into the United States. However,
        as of March 31, 2003, the Company ceased funding the Fedcam and the asset
        was
        written down to a nominal amount.
  **9**
  In
        June
        2002 the Company entered into a letter of intent with Estwind Energy, a private
        power generation company incorporated in Estonia, whereby the Company intended
        to acquire all of the issued and outstanding shares of Estwind Energy. However,
        the Company decided against completing the share exchange agreement as the
        business of Estwind Energy was deemed to not be profitable.
 
 In
        May
        2003 the Company entered into a letter of intent with P-CE Computers, Inc.,
        a
        private Nevada corporation engaged in the business of developing ergonomic
        multimedia-computer workstations. The Company decided against completing
        the
        share exchange agreement as due diligence indicated that the business of
        P-CE
        Computers, Inc. would not be profitable.
 
 In
        September 2003 the Company entered into a letter of intent with TNR Resources
        Ltd. ("TNR"), a public British Columbia, Canada, corporation, to purchase
        a 50%
        working interest in TNR's Las Carachas property in Argentina. The Company
        did
        not pursue the option.
 
 In
        February 2005 the Company entered an agreement to acquire the rights and
        interests in a drug, Trioxolane. The Company did not pursue or complete this
        acquisition.
 
 Subsequently
        to March 31, 2005, the Company has agreed to purchase WSG Systems Inc., (“WSG”)
        its' business and assets from Global Lottery Corporation for the issuance
        of
        100,000,000 shares of common stock. The assets of WSG include proprietary
        technology, software, its trade names and trademarks as those products pertain
        to the worldwide lottery industry and/or worldwide pari-mutual betting. The
        products are designed to be used by all entities in the industry for conducting
        lotteries and or pari-mutual betting, including corporations and/or governmental
        agencies representing countries, provinces, states, etc. to implement and/or
        to
        improve their lottery and/or pari-mutual betting systems.
 
 On
        July
        19, 2006, the Company entered into a securities exchange agreement with MediPri
        Limited, Primemedical International, Ltd.(“MedPri”) and Medical Monitors Limited
        (“MML).  The transaction was revised on May 17, 2007.  The
        transaction was rescinded on July 11, 2007.
 
 (c)           Current
        Business of the Issuer
 
 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.
  **10**
  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.
  **11**
  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.
  **12**
  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:
  **13**
  ·
              Potential
                  for growth and profitability indicated by new technology, anticipated
                  market expansion, or new products;
 
 ·
              The
                  Company’s perception of how any particular business opportunity will be
                  received by the investment community and by the Company’s
                  stockholders;
 
 ·
              Whether,
                  following the business combination, the financial condition of
                  the
                  business opportunity would be, or would have a significant prospect
                  in the
                  foreseeable future of becoming, sufficient to enable the securities
                  of the
                  Company to qualify for listing on an exchange or on a national
                  automated
                  securities quotation system, such as NASDAQ, so as to permit the
                  trading
                  of such securities to be exempt from the requirements of Rule 15g-9
                  adopted by the Securities and Exchange Commission (See Risk
                  Factors  The Company  Regulations of Penny
                  Stocks).
 
 ·
              Capital
                  requirements and anticipated availability of required funds, to
                  be
                  provided by the Company or from operations, through the sale of
                  additional
                  securities, through joint ventures or similar arrangements, or
                  from other
                  sources;
 
 ·
              The
                  extent to which the business opportunity can be
                  advanced;
 
 ·
              Competitive
                  position as compared to other companies of similar size and experience
                  within the industry segment as well as within the industry as a
                  whole;
 
 ·
              Strength
                  and diversity of existing management or management prospects that
                  are
                  scheduled for recruitment;
 
 ·
              The
                  cost of participation by the Company as compared to the perceived
                  tangible
                  and intangible values and potential;
                  and
 
 ·
              The
                  accessibility of required management expertise, personnel, raw
                  materials,
                  services, professional assistance, and other required
                  items.
 
 No
        one of
        the factors described above will be controlling in the selection of a business
        opportunity, and management will attempt to analyze all factors appropriate
        to
        each opportunity and make a determination based upon reasonable investigative
        measures and available data.  Potentially available business
        opportunities may occur in many different industries and at various stages
        of
        development, all of which will make the task of comparative investigation
        and
        analysis of such business opportunities extremely difficult and
        complex.  Potential investors must recognize that, because of the
        Company’s limited capital available for investigation and management’s limited
        experience in business analysis, the Company may not discover or adequately
        evaluate adverse facts about the opportunity to be acquired.
 
 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.
  **14**
  Prior
        to
        making a decision to participate in a business opportunity, the Company will
        generally request that it be provided with written materials regarding the
        business opportunity containing as much relevant information as possible,
        including, but not limited to, such items as a description of products, services
        and Company history; management resumes; financial information; available
        projections, with related assumptions upon which they are based; an explanation
        of proprietary products and services; evidence of existing patents, trademarks,
        or service marks, or rights thereto; present and proposed forms of compensation
        to management; a description of transactions between such Company and its
        affiliates during the relevant periods; a description of present and required
        facilities;, an analysis of risks and competitive conditions; a financial
        plan
        of operation and estimated capital requirements; audited financial statements,
        or if they are not available, unaudited financial statements, together with
        reasonable assurance that audited financial statements would be able to be
        produced within a reasonable period of time not to exceed 60 days following
        completion of a merger or acquisition transaction; and the like.
 
 As
        part
        of the Company’s investigation, the Company’s executive officers and directors
        may meet personally with management and key personnel, may visit and inspect
        material facilities, obtain independent analysis or verification of certain
        information provided, check references of management and key personnel, and
        take
        other reasonable investigative measures, to the extent of the Company’s limited
        financial resources and management expertise.
 
 It
        is
        possible that the range of business opportunities that might be available
        for
        consideration by the Company could be limited by the impact of Securities
        and
        Exchange Commission regulations regarding purchase and sale of penny
        stocks.  The regulations would affect, and possibly impair, any market
        that might develop in the Company’s securities until such time as they qualify
        for listing on NASDAQ or on an exchange which would make them exempt from
        applicability of the penny stock regulations.  (See Risk Factors
        Regulation of Penny Stocks)
 
 Company
        management believes that various types of potential merger or acquisition
        candidates might find a business combination with the Company to be
        attractive.  These include acquisition candidates desiring to create a
        public market for their shares in order to enhance liquidity for current
        stockholders, acquisition candidates which have long-term plans for raising
        capital through public sale of securities and believe that the possible prior
        existence of a public market for their securities would be beneficial, and
        acquisition candidates which plan to acquire additional assets through issuance
        of securities rather than for cash, and believe that the possibility of
        development of a public market for their securities will be of assistance
        in
        that process.  Acquisition candidates, which have a need for an
        immediate cash infusion, are not likely to find a potential business combination
        with the Company to be an attractive alternative.
  **15**
  (2)           Form
        of Acquisition
 
 It
        is
        impossible to predict the manner in which the Company may participate in
        a
        business opportunity.  Specific business opportunities will be
        reviewed as well as the respective needs and desires of the Company and the
        promoters of the opportunity and, upon the basis of the review and the relative
        negotiating strength of the Company and such promoters, the legal structure
        or
        method deemed by management to be suitable will be selected.  Such
        structure may include, but is not limited to leases, purchase and sale
        agreements, licenses, joint ventures and other contractual
        arrangements.  The Company may act directly or indirectly through an
        interest in a partnership, corporation or other form of
        organization.  Implementing such structure may require the merger,
        consolidation or reorganization of the Company with other corporations or
        forms
        of business organization.  In addition, the present management and
        stockholders of the Company most likely will not have control of a majority
        of
        the voting stock of the Company following a merger or reorganization
        transaction.  As part of such a transaction, the Company’s existing
        directors may resign and new directors may be appointed without any vote
        by
        stockholders.
 
 It
        is
        likely that the Company will acquire its participation in a business opportunity
        through the issuance of Common Stock or other securities of the
        Company.  Although the terms of any such transaction cannot be
        predicted, it should be noted that in certain circumstances the criteria
        for
        determining whether or not an acquisition is a so-called B tax free
        reorganization under the Internal Revenue Code of 1986 as amended, depends
        upon
        the issuance to the stockholders of the acquired Company of a controlling
        interest (i.e., 80% or more) of the common stock of the combined entities
        immediately following the reorganization.  If a transaction were
        structured to take advantage of these provisions rather than other a tax
        free
        provisions provided under the Internal Revenue Code, the Company’s current
        stockholders would retain in the aggregate 20% or less of the total issued
        and
        outstanding shares.  This could result in substantial additional
        dilution in the equity of those who were stockholders of the Company prior
        to
        such reorganization.  Any such issuance of additional shares might
        also be done simultaneously with a sale or transfer of shares representing
        a
        controlling interest in the Company by the current officers, directors and
        principal stockholders.
 
 It
        is
        anticipated that any new securities issued in any reorganization would be
        issued
        in reliance upon one or more exemptions from registration under applicable
        federal and state securities laws to the extent that such exemptions are
        available.  In some circumstances, however, as a negotiated element of
        the transaction, the Company may agree to register such securities either
        at the
        time the transaction is consummated or under certain conditions at specified
        times thereafter.  The issuance of substantial additional securities
        and their potential sale into any trading market that might develop in the
        Company’s securities may have a depressive effect upon such market.
 
 The
        Company will participate in a business opportunity only after the negotiation
        and execution of a written agreement.  Although the terms of such
        agreement cannot be predicted, generally such an agreement would require
        specific representations and warranties by all of the parties thereto, specify
        certain events of default, detail the terms of closing and the conditions
        which
        must be satisfied by each of the parties thereto prior to such closing, outline
        the manner of bearing costs if the transaction is not closed, set forth remedies
        upon default, and include miscellaneous other terms.
  **16**
  As
        a
        general matter, the Company anticipates that it, and/or its principal
        stockholders will enter into a letter of intent with the management, principals
        or owners of a prospective business opportunity prior to signing a binding
        agreement.  Such a letter of intent will set forth the terms of the
        proposed acquisition but will not bind any of the parties to consummate the
        transaction.  Execution of a letter of intent will by no means
        indicate that consummation of an acquisition is probable.  Neither the
        Company nor any of the other parties to the letter of intent will be bound
        to
        consummate the acquisition unless and until a definitive agreement is
        executed.  Even after a definitive agreement is executed, it is
        possible that the acquisition would not be consummated should any party elect
        to
        exercise any right provided in the agreement to terminate it on specific
        grounds.
 
 It
        is
        anticipated that the investigation of specific business opportunities and
        the
        negotiation, drafting and execution of relevant agreements, disclosure documents
        and other instruments will require substantial management time and attention
        and
        substantial costs for accountants, attorneys and others.  If a
        decision is made not to participate in a specific business opportunity, the
        costs incurred in the related investigation would not be
        recoverable.  Moreover, because many providers of goods and services
        require compensation at the time or soon after the goods and services are
        provided, the inability of the Company to pay until an indeterminate future
        time
        may make it impossible to produce goods and services.
 
 (3)           Investment
        Company Act and Other Regulation
 
 The
        Company may participate in a business opportunity by purchasing, trading
        or
        selling the securities of such business.  The Company does not,
        however, intend to engage primarily in such activities.  Specifically,
        the Company intends to conduct its activities so as to avoid being classified
        as
        an investment Company under the Investment Company Act of 1940 (the Investment
        Act), and therefore to avoid application of the costly and restrictive
        registration and other provisions of the Investment Act, and the regulations
        promulgated thereunder.
 
 The
        Company’s plan of business may involve changes in its capital structure,
        management, control and business, especially if it consummates the
        reorganization as discussed above.  Each of these areas is regulated
        by the Investment Act, in order to protect purchasers of investment Company
        securities. Since the Company will not register as an investment Company,
        stockholders will not be afforded these protections.
 
 RISK
        FACTORS
 
 THERE
        ARE
        SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK. BEFORE
        MAKING A DECISION CONCERNING THE PURCHASE OF OUR SECURITIES, YOU SHOULD
        CAREFULLY CONSIDER THE FOLLOWING FACTORS AND OTHER INFORMATION IN THIS ANNUAL
        REPORT WHEN YOU EVALUATE OUR BUSINESS.
  **17**
  BUSINESS
        RISKS
 
 LACK
        OF
        BUSINESS HISTORY AND PROFITABILITY OF OPERATIONS
 The
        Company is not currently operating profitably and it should be anticipated
        that
        it will operate at a loss at least until such time as a business prospect
        is
        identified and profitability is achieved, if profitability is, in fact, ever
        achieved. The Company has never earned a significant profit.
  DEPENDENCE
        ON KEY MANAGEMENT
 The
        success of the operations and activities of the Company is dependent to a
        significant extent on the efforts and abilities of its management. The loss
        of
        services of any of its Management could have a material adverse effect on
        the
        Company. The Company does not maintain key man insurance on any of its
        management. The Company does not have any employment or labor agreements
        with
        any personnel as at the date of the filing of this Annual Report.
 
 CONFLICTS
        OF INTEREST.  Certain conflicts of interest exist between the Company
        and its officers and directors.  They have other business interests to
        which they currently devote attention, and are expected to continue to do
        so.  As a result, conflicts of interest may arise that can be resolved
        only through their exercise of judgment in a manner which is consistent with
        their fiduciary duties to the Company.
 
 It
        is
        anticipated that the Company’s principal shareholders may actively negotiate or
        otherwise consent to the purchase of a portion of their common stock as a
        condition to, or in connection with, a proposed merger or acquisition
        transaction.  In this process, the Company’s principal shareholders
        may consider their own personal pecuniary benefit rather than the best interest
        of other Company shareholders.  Depending upon the nature of a
        proposed transaction, Company shareholders other than the principal shareholders
        may not be afforded the opportunity to approve or consent to a particular
        transaction.
 
 INVESTMENT
        RISKS
 
 OUR
        ISSUANCE OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST
        OF
        SHAREHOLDERS; OUR COMMON STOCK SHAREHOLDERS DO NOT HAVE PREEMPTIVE
        RIGHTS.
 
 Any
        additional issuances of common stock by us from our authorized but unissued
        shares may have the effect of diluting the percentage interest of existing
        shareholders. The securities issued to raise funds may have rights, preferences
        or privileges that are senior to those of the holders of our other securities,
        including our common stock. The board of directors has the power to issue
        such
        shares without shareholder approval. We fully intend to issue additional
        common
        shares in order to raise capital to fund our business operations and growth
        objectives.
 
 WE
        DO NOT
        ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE FUTURE,
        WHICH MAKES INVESTMENT IN OUR STOCK SPECULATIVE OR RISKY.
 
 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.
  **18**
  LIMITED
        LIABILITY OF OUR EXECUTIVE OFFICERS AND DIRECTORS MAY DISCOURAGE SHAREHOLDERS
        FROM BRINGING A LAWSUIT AGAINST THEM.
 
 Our
        Articles of Incorporation contain provisions that limit the liability of
        our
        directors for monetary damages and provide for indemnification of officers
        and
        directors. These provisions may discourage shareholders from bringing a lawsuit
        against officers and directors for breaches of fiduciary duty and may reduce
        the
        likelihood of derivative litigation against officers and directors even though
        such action, if successful, might otherwise have benefited the shareholders.
        In
        addition, a shareholder's investment in the Company may be adversely affected
        to
        the extent that we pay costs of settlement and damage awards against officers
        or
        directors pursuant to the indemnification provisions of the bylaw. The impact
        on
        a shareholder's investment in terms of the cost of defending a lawsuit may
        deter
        the shareholder from bringing suit against any of our officers or directors.
        We
        have been advised that the SEC takes the position that these article and
        bylaw
        provisions do not affect the liability of any director under applicable federal
        and state securities laws.
 
 LIMITED
        MARKET DUE TO PENNY STOCK
 
 The
        Company's stock differs from many stocks, in that it is a "penny stock."
        The
        Securities  and  Exchange  Commission  has
        adopted a number of rules to regulate
        "penny  stocks."  These
        rules  include,  but are not limited
        to,  Rules  3a5l-l,
        15g-1,  15g-2,  15g-3,  15g-4,  15g-5,  15g-6
        and 15g-7 under the Securities and Exchange Act of 1934, as
        amended.  Because
        our  securities  probably  constitute "penny
        stock"  within the meaning of the rules,  the rules would
        apply to us and our securities.  The rules may further affect the
        ability of owners of our stock to sell their securities in any market that
        may
        develop for them. There may be a
        limited   market  for  penny   stocks,   due  to  the   regulatory   burdens  on
        broker-dealers.  The market among dealers may not be
        active.  Investors in penny stock  often
        are  unable to sell  stock  back to
        the  dealer  that sold them the stock. The mark-ups or
        commissions  charged by the broker-dealers may be greater than any
        profit a seller may make.  Because of large
        dealer  spreads,  investors may be unable to sell the stock
        immediately back to the dealer at the same price the dealer sold the stock
        to
        the  investor.  In some  cases,  the
        stock may fall quickly in value.  Investors  may be unable
        to reap any profit  from any sale of
        the  stock,  if they  can sell it at
        all.  Stockholders  should  be
        aware  that, according to the Securities and
        Exchange  Commission  Release No. 34- 29093, the market for
        penny stocks has suffered in recent years from  patterns of fraud and
        abuse.  These patterns include:  - Control of the market for
        the security by one or a few broker-  dealers that are
        often  related to the  promoter or issuer;  -
        Manipulation of prices through  prearranged  matching of
        purchases and sales and false and misleading  press releases; -
        "Boiler room" practices  involving high pressure sales tactics and
        unrealistic price projections by inexperienced  sales
        persons;  -  Excessive  and  undisclosed  bid-ask  differentials  and
        markups by selling broker- dealers;  and - The
        wholesale  dumping of the same securities by promoters and
        broker-  dealers after prices have
        been  manipulated  to a desired level,  along with
        the  inevitable  collapse  of
        those  prices  with  consequent investor losses.
        Furthermore, the "penny stock" designation may adversely affect
        the  development  of any public market for the
        Company's  shares of common stock or, if such a market develops, its
        continuation.  Broker-dealers are required to
        personally  determine  whether
        an  investment  in "penny  stock" is suitable for
        customers.  Penny  stocks  are  securities  (i)
        with a price of less  than  five dollars per share; (ii)
        that are not traded on a "recognized" national exchange;
        (iii)  whose  prices  are not quoted on the
        NASDAQ  automated  quotation  system
        (NASDAQ-listed  stocks must still
        meet  requirement  (i)  above);  or (iv)
        of an issuer with net tangible  assets less than $2,000,000 (if the
        issuer has been in continuous  operation for at least three years) or
        $5,000,000  (if in continuous operation for less than three
        years),  or with average  annual  revenues of less
        than $6,000,000 for the last three years. Section 15(g) of the Exchange Act,
        and
        Rule 15g-2 of the Commission
        require  broker-dealers  dealing in penny stocks to provide
        potential investors with a document disclosing the risks of penny stocks
        and to
        obtain a manually signed and dated written receipt of the document before
        effecting any transaction in a penny stock for the investor's account. Potential
        investors  in
        the  Company's  common  stock are  urged
        to  obtain  and read such disclosure  carefully
        before  purchasing any shares that are deemed to be "penny stock."
        Rule 15g-9 of the Commission requires broker- dealers in penny stocks to
        approve
        the  account of
        any  investor  for  transactions  in
        such stocks  before
        selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
        broker-dealer to (i) obtain from the investor information  concerning
        his or her
        financial  situation,  investment  experience  and
        investment  objectives;  (ii)
        reasonably  determine,  based on
        that  information,  that  transactions in penny
        stocks are  suitable  for
        the  investor  and that
        the  investor  has  sufficient knowledge and
        experience as to be reasonably  capable of evaluating the risks of
        penny stock  transactions;  (iii) provide the investor with
        a written  statement setting forth the basis on which
        the  broker-dealer  made
        the  determination  in (ii) above;  and (iv)
        receive a signed and dated copy of such statement from the
        investor,  confirming  that
        it  accurately  reflects  the  investor's  financial
        situation,  investment  experience and
        investment  objectives.  Compliance  with these
        requirements may make it more difficult for the
        Company's  stockholders to resell their shares to third parties or to
        otherwise dispose of them.
  **19**
  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.
  **20**
  NEED
        FOR
        ADDITIONAL FINANCING.  The Company has very limited funds, and such
        funds, may not be adequate to take advantage of any available business
        opportunities.  Even if the Company’s currently available funds prove
        to be sufficient to pay for its operations until it is able to acquire an
        interest in, or complete a transaction with, a business opportunity, such
        funds
        will clearly not be sufficient to enable it to exploit the
        opportunity.  Thus, the ultimate success of the Company will depend,
        in part, upon its availability to raise additional capital.  In the
        event that the Company requires modest amounts of additional capital to fund
        its
        operations until it is able to complete a business acquisition or transaction,
        such funds, are expected to be provided by the principal
        shareholders.  However, the Company has not investigated the
        availability, source, or terms that might govern the acquisition of the
        additional capital which is expected to be required in order to exploit a
        business opportunity, and will not do so until it has determined the level
        of
        need for such additional financing.  There is no assurance that
        additional capital will be available from any source or, if available, that
        it
        can be obtained on terms acceptable to the Company.  If not available,
        the Company’s operations will be limited to those that can be financed with its
        modest capital.
 
 NO
        OPERATING HISTORY.   The Company has no operating history,
        revenues from operations or assets. The Company faces all of the risks of
        a new
        business and the special risks inherent in the investigation, acquisition,
        or
        involvement in a new business opportunity.  The Company must be
        regarded as a new or start-up venture with all of the unforeseen costs,
        expenses, problems, and difficulties to which such ventures are
        subject.
 
 NO
        ASSURANCE OF SUCCESS OR PROFITABILITY.  There is no assurance that the
        Company will acquire a favorable business opportunity.  Even if the
        Company should become involved in a business opportunity, there is no assurance
        that it will generate revenues or profits, or that the market price of the
        Company’s outstanding shares will be increased thereby.
 
 POSSIBLE
        BUSINESS NOT IDENTIFIED AND HIGHLY RISKY.  The Company has not
        identified and has no commitments to enter into or acquire a specific business
        opportunity.  As a result, it is only able to make general disclosures
        concerning the risks and hazards of acquiring a business opportunity, rather
        than providing disclosure with respect to specific risks and hazards relating
        to
        a particular business opportunity.  As a general matter, prospective
        investors can expect any potential business opportunity to be quite
        risky.
 
 TYPE
        OF
        BUSINESS ACQUIRED.  The type of business to be acquired may be one
        that desires to avoid effecting its own public offering an the accompanying
        expense, delays, uncertainties, and federal and state requirements which
        purport
        to protect investors.  Because of the Company’s limited capital, it is
        more likely than not that any acquisition by the Company will involve other
        parties whose primary interest is the acquisition of control of a publicly
        traded Company.  Moreover, any business opportunity acquired may be
        currently unprofitable or present other negative factors.
  **21**
  IMPRACTICABILITY
        OF EXHAUSTIVE INVESTIGATION.  The Company’s limited funds and lack of
        full-time management will make it impracticable to conduct a complete and
        exhaustive investigation and analysis of a business opportunity before the
        Company commits its capital or other resources thereto.  Management
        decisions, therefore, will likely be made without detailed feasibility studies,
        independent analysis, market surveys and the like which, if the Company had
        more
        funds available to it, would be desirable.  The Company will be
        particularly dependent in making decisions upon information provided by the
        promoter, owner, sponsor, or others associated with the business opportunity
        seeking the Company’s participation.  A significant portion of the
        Company’s available funds may be expended for investigative expenses and other
        expenses related to preliminary aspects of completing an acquisition
        transaction, whether or not any business opportunity investigated is eventually
        acquired.
 
 LACK
        OF
        DIVERSIFICATION.  Because of the limited financial resources that the
        Company has, it is unlikely that the Company will be able to diversify its
        acquisitions or operations.  The Company’s probable inability to
        diversify its activities into more than one area will subject the Company
        to
        economic fluctuations within a particular business or industry and therefore
        increase the risks associated with the Company’s operations.
 
 NEED
        FOR
        AUDITED FINANCIAL STATEMENTS.  The Company will require audited
        financial statements from any business that it proposes to
        acquire.  Since the Company will be subject to the reporting
        provisions of the Securities Exchange Act of 1934, as amended (the Exchange
        Act), it will be required to include audited financial statements in its
        periodical reports for any existing business it may acquire.  In
        addition, the lack of audited financial statements would prevent the securities
        of the Company from becoming eligible for listing on NASDAQ, the automated
        quotation system sponsored by the Association of Securities Dealers, Inc.,
        or on
        any existing stock exchange.  Moreover, the lack of such financial
        statements is likely to discourage broker-dealers from becoming or continuing
        to
        serve as market makers in the securities of the Company.  Finally,
        without audited financial statements, the Company would almost certainly
        be
        unable to offer securities under a registration statement pursuant to the
        Securities Act of 1933, and the ability of the Company to raise capital would
        be
        significantly limited.  Consequently, acquisitions prospects that do
        not have, or are unable to provide reasonable assurances that they will be
        able
        to obtain, the required audited statements would not be considered by the
        Company to be appropriate for acquisition.
 
 OTHER
        REGULATION.  An acquisition made by the Company may be of a business
        that is subject to regulation or licensing by federal, state, or local
        authorities.  Compliance with such regulations and licensing can be
        expected to be a time-consuming, expensive process and may limit other
        investment opportunities of the Company.
  **22**
  DEPENDENCE
        UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT.  The Company
        will be entirely dependant upon the experience of its officers and directors
        in
        seeking, investigating, and acquiring a business and in making decisions
        regarding the Company’s operations.  It is possible that, from time to
        time, the inability of such persons to devote their full time attention to
        the
        Because investors will not be able to evaluate the merits of possible future
        business acquisitions by the Company, they should critically assess the
        information concerning the Company’s officers and directors.
 
 LACK
        OF
        CONTINUITY IN MANAGEMENT.  The Company does not have an employment
        agreement with any of its officers or directors, and as a result, there is
        no
        assurance that they will continue to manage the Company in the
        future.  In connection with acquisition of a business opportunity, it
        is likely the current officers and directors of the Company may
        resign.  A decision to resign will be based upon the identity of the
        business opportunity and the nature of the transaction, and is likely to
        occur
        without the vote or consent of the stockholders of the Company.
 
 INDEMNIFICATION
        OF OFFICERS AND DIRECTORS.  The Company's By-Laws provide for the
        indemnification of its, directors, officers, employees, and agents, under
        certain circumstances, against attorney’s fees and other expenses incurred by
        them in any litigation to which they become a party arising from their
        association with or activities on behalf of the Company.  The Company
        will also bear the expenses of such litigation for any of its directors,
        officers, employees, or agents, upon such persons promise to repay the Company
        therefor if it is ultimately determined that any such person shall not have
        been
        entitled to indemnification.  This indemnification policy could result
        in substantial expenditures by the Company, which it may be unable to
        recoup.
 
 DEPENDENCE
        UPON OUTSIDE ADVISORS.  To supplement the business experience of its
        officers and directors, the Company may be required to employ accountants,
        technical experts, appraisers, attorneys, or other consultants or
        advisors.  The selection of any such advisors will, be made by the
        Company’s officers, without any input by shareholders.  Furthermore,
        it is anticipated that such persons may be engaged on an as needed basis
        without
        a continuing fiduciary or other obligation to the Company.  In the
        event the officers of the Company consider it necessary to hire outside
        advisors, they may elect to hire persons who are affiliates, if those affiliates
        are able to provide the required services.
 
 LEVERAGED
        TRANSACTIONS.  There is a possibility that any acquisition of a
        business opportunity by the Company may be leveraged, i.e. the Company may
        finance the acquisition of the business opportunity by borrowing against
        the
        assets of the business opportunity to be acquired, or against the projected
        future revenues or profits of the business opportunity.  This could
        increase the Company’s exposure to larger losses.  A business
        opportunity acquired through a leveraged transaction is profitable only if
        it
        generates enough revenues to cover the related debt and
        expenses.  Failure to make payments on the debt incurred to purchase
        the business opportunity could result in the loss of a portion or all of
        the
        assets acquired.  There is no assurance that any business opportunity
        acquired through a leveraged transaction will generate sufficient revenues
        to
        cover the related debt and expenses.
  **23**
  COMPETITION.  The
        search for potentially profitable business opportunities is intensely
        competitive.  The Company expects to be at a disadvantage when
        competing with many firms that have substantially greater financial and
        management resources and capabilities than the Company.  These
        competitive conditions will exist in any industry in which the Company may
        become interested.
 
 NO
        FORESEEABLE DIVIDENDS.  The Company has not paid dividends on its
        Common Stock and does not anticipate paying such dividends in the foreseeable
        future.
 
 LOSS
        OF
        CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS.  In conjunction with
        completion of a business acquisition, it is anticipated that the Company
        will
        issue an amount of the Company’s authorized but unissued Common Stock that
        represents the greater majority of the voting power and equity of the
        Company.  In conjunction with such a transaction, the Company’s
        current Officers, Directors, and principal shareholders could also sell all,
        or
        a portion, of their controlling block of stock to the acquired Company’s
        stockholders.  Such a transaction would result in a greatly reduced
        percentage of ownership of the Company by its current
        shareholders.  As a result, the acquired Company’s stockholders would
        control the Company, and it is likely that they would replace the Company’s
        management with persons who are unknown at this time.
 
 NO
        PUBLIC
        MARKET EXISTS.  There is currently no public market for the Company’s
        common stock, and no assurance can be given that a market will develop or
        that a
        shareholder will ever be able to liquidate his investment without considerable
        delay, if at all.  If a market should develop, the price may be highly
        volatile.  Factors such as those discussed in this Risk Factors
        section may have a significant impact upon the market price of the securities
        offered hereby.  Owing to the low price of the securities, many
        brokerage firms may not be willing to effect transactions in the
        securities.  Even if a purchasers finds a broker willing to effect a
        transaction in theses securities, the combination of brokerage commissions,
        state transfer taxes, if any, and any other selling costs may exceed the
        selling
        price.  Further, many leading institutions will not permit the use of
        such securities as collateral for any loans.
 
 BLUE
        SKY
        CONSIDERATION.  Because the securities registered hereunder have not
        been registered for resale under the Blue Sky laws of any state, the holders
        of
        such shares and persons who desire to purchase them in any trading market
        that
        might develop in the future, should be aware, that there may be significant
        state Blue Sky law restrictions upon the ability of investors to sell the
        securities and of purchasers to purchase the securities. Accordingly, investors
        should consider the secondary market for the Company’s securities to be a
        limited one.
  (d)Results
        of
        Operations, Liquidity and Capital Resources:  The Company has had
        no significant operations during the last fiscal year and, accordingly, is
        fully
        dependent either future sales of securities or upon its current management
        and,
        or advances or loans from significant stockholders or corporate officers
        to
        provide sufficient working capital to preserve the integrity of the corporate
        entity.
  **24**
  There
        is no assurance that the Company
        will be able to obtain additional funding through the sales of additional
        securities or, that such funding, if available, will be obtained on terms
        favorable to or affordable by the Company. It is the intent of management
        and
        significant stockholders to provide sufficient working capital necessary
        to
        support and preserve the integrity of the corporate entity. However, there
        is no
        legal obligation for either management or significant stockholders to provide
        additional future funding.
 
 During
        the quarter ended June 30, 2007,
        the Company incurred a comprehensive net loss of approximately $23,979 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 June 30, 2007, we have relied on the services
        of outside consultants for services and currently have one part-time employee.
        In order for us to attract and retain quality personnel, we anticipate we
        will
        have to offer competitive salaries to future employees.
 Inflation
 
 The
        effect of inflation on our operating results was not significant. Our operations
        are located in North America and there are no seasonal aspects that would
        have a
        material effect on our financial condition or results of
        operations.
 
 Off-Balance
        Sheet Arrangements
 
 We
        do not
        have any off-balance sheet arrangements.
 
 **Item
                3.**
              **Controls
                  and Procedures.**
 
 (a)           Evaluation
        of Disclosure Controls and Procedures.
  As
          of the
          end of the reporting period, June 30, 2007, we carried out an evaluation,
          under
          the supervision and with the participation of our management, including
          the
          Company's Chairman and Chief Executive Officer/Principal Accounting Officer,
          of
          the effectiveness of the design and operation of our disclosure controls
          and
          procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of
          1934
          (the "Exchange Act"), which disclosure controls and procedures are designed
          to
          insure that information required to be disclosed by a company in the reports
          that it files under the Exchange Act is recorded, processed, summarized
          and
          reported within required time periods specified by the SEC's rules and
          forms.
          Based upon that evaluation, the Chairman and the Chief Financial Officer
          concluded that our disclosure controls and procedures are effective in
          timely
          alerting them to material information relating to the Company required
          to be
          included in the Company's period SEC filings. We were late filing our annual
          report on Form 10-KSB for the fiscal year ending March 31, 2007. We have
          been
          unable to timely file our periodic reports due to the lack of sufficient
          money
          to pay our independent certifying accountants.
  **25**
 (b)Changes
        in Internal
        Control.
  Subsequent
          to the date of such evaluation as described in subparagraph(a)above, there
          were
          no changes in our internal controls or other factors that could significantly
          affect these controls, including any corrective action with regard to
          significant deficiencies and material weaknesses.
 (c)Limitations.
 
 Our
        management, including our Principal Executive Officer and Principal Financial
        Officer, does not expect that our disclosure controls or internal controls
        over
        financial reporting will prevent all errors or all instances of
        fraud.  However, we believe that our disclosure controls and
        procedures are designed to provide reasonable assurance of achieving this
        objective.  A control system, no matter how well designed and
        operated, can provide only reasonable, not absolute, assurance that the control
        system's objectives will be met. Further, the design of a control system
        must
        reflect the fact that there are resource constraints, and the benefits of
        controls must be considered relative to their costs. Because of the inherent
        limitations in all control systems, no evaluation of controls can provide
        absolute assurance that all control issues and instances of fraud, if any,
        within our company have been detected. These inherent limitations include
        the
        realities that judgments in decision-making can be faulty, and that breakdowns
        can occur because of simple error or mistake. Controls can also be circumvented
        by the individual acts of some persons, by collusion of two or more people,
        or
        by management override of the controls. The design of any system of controls
        is
        based in part upon certain assumptions about the likelihood of future events,
        and any design may not succeed in achieving its stated goals under all potential
        future conditions. Over time, controls may become inadequate because of changes
        in conditions or deterioration in the degree of compliance with policies
        or
        procedures. Because of the inherent limitation of a cost-effective control
        system, misstatements due to error or fraud may occur and not be
        detected.
 
 PART
        II-OTHER INFORMATION
 
 **Item
                1.**
              **Legal
                  Proceedings.**
 
 The
        Company is not a party to any
        pending material legal proceedings.
  **26**
  **Item
                2.**
              **Unregistered
                  Sale of Equity Securities and Use of Proceeds**.
 
 None.
 
 **Item
                3.**
              **Defaults
                  upon Senior Securities.**
  None.
 
 **Item
                4.**
              **Submission
                  of Matters to a Vote ofSecurity
                  Holders.**
 
 No
        matter was submitted to a vote of
        the security holders, through the solicitation of proxies or otherwise, during
        the quarter of the fiscal year covered by this report.
 
 **Item
                5.**
              **Other
                  Information.**
 
 None.
 
 **Item
                6.**
              **Exhibits**
 
 (a)           Exhibits:
 
 31
              Chief
                  Executive Officer-Section 302 Certification pursuant to Sarbanes-Oxley
                  Act.
 32
              Chief
                  Executive Officer-Section 906 Certification pursuant to Sarbanes-Oxley
                  Act.
 
 SIGNATURES
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 Dated:
        August 13, 2007.
 
 
 GLOBAL
        IMMUNE TECHNOLOGIES, INC.
 
 
 By:
                  /s/Donald PerksDonald
                  PerksTitle:
                  President, CEO
   27