GLOBAL IMMUNE TECHNOLOGIES INC. - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations
(Edgar Glimpses Via Acquire Media NewsEdge) 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, such as our plans, objective, expectations and
intentions. You can identify these statements by our use of words such as "may,"
"expect", "believe", "anticipate", "intend", "could", "estimate", "continue",
"plans", or other similar words or phrases. Some of these statements include
discussions regarding our future business strategy and our ability to generate
revenue, income, and cash flow. We wish to caution the reader that all
forward-looking statements contained in this Form 10-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.
(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
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,
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
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.
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
Subsequently to March 31, 2005, the Company has agreed to purchase WSG Systems
Inc., ("WSG") its' business and assets from Global Lottery Corporation for the
issuance of 100,000,000 shares of common stock. The assets of WSG include
proprietary technology, software, its trade names and trademarks as those
products pertain to the worldwide lottery industry and/or worldwide pari-mutual
betting. The products are designed to be used by all entities in the industry
for conducting lotteries and or pari-mutual betting, including corporations
and/or governmental agencies representing countries, provinces, states, etc. to
implement and/or to improve their lottery and/or pari-mutual betting systems.
On July 19, 2006, the Company entered into a securities exchange agreement with
MediPri Limited, Primemedical International, Ltd.("MedPri") and Medical Monitors
Limited ("MML"). The transaction was revised on May 17, 2007. The transaction
was rescinded on July 11, 2007.
On December 20th, 2010, the Company entered into an agreement by and between MID
ATLANTIC CAPITAL ASSOCIATES SL, a Spanish company (the "Assignor") Assignor is
the legal and beneficial owner of an Agreement dated 11 October 2010 with an
addendum dated 24 November 2010 both made with INSTITUTE FOR APPLIED TECHNOLOGY,
("IAT") of Germany and owner and developer of certain solar energy collector
technology and related inventions and products and know-how and patents pending;
Consideration for assignment of the Agreement shares of Company Common Stock
(the "Shares") were paid to Assignor the sum of 1,000,000 Shares; IAT was to
give a license regarding the Technology to RENON GmbH, a recently formed
wholly-owned subsidiary of IAT as part of the consideration for share issuance
of 92,000,000 to IAT.
On March 20, 2012 the agreement for a joint venture was rescinded along with the
cancellation of the 92,000,000 common shares issued for the purchase and JV.
On December 3, 2012 we announced the results of a Special Meeting of
Shareholders held by 61.5% of the then issued shareholders as of the Record Date
September 20, 2012 formally cancelling the share issuance and IAT purchase and
Joint Venture pursuant to Wyoming Revised Statutes 17-16-1108 & 17-16-111(c)
among others, and cancel them pursuant to WRS 17-16-603(a) and declining to
confer voting rights per WRS 17-18-306.
(c) Current Business of the Issuer
Global Immune Technologies, Inc. is a Development Stage Company and consequently
is subject to the risks associated with development stage companies, including
the need for additional financing; the uncertainty of our technology and
intellectual property resulting in successful commercial products or services as
well as the marketing and customer acceptance of such products or services;
competition from larger organizations; dependence on key personnel;
and dependence on corporate partners and collaborators. Our Company website URL
We are emerging as a holding company of an American-based food distribution
company serving direct delivery to the customer at their homes. The food items
are sold by telemarketing to the customer and delivered by our own trucks to
homes on a scheduled basis. Customers can choose their new order items via the
Internet. Items are packed in individual portions at our food processing plants
and frozen for freshness. We offer meat, chicken and seafood as well as other
food products. These other items are name brand canned and jarred foods like
Mott's Apple Sauce, Dole Pineapple, Jiff peanut butter, tinned tuna fish &
salmon and the like.
Global Immune Technologies, Inc. will likely operate as licensee of SRC know-how
and be the licensor or managing partner to America. The Company will invest in
marketing and food distribution facilities to mirror the licensor in Quebec. The
Montreal company's website can be viewed on http://www.srcfoods.ca/index.php/en/
The Company holds no interest in the Montreal operation. Company management is
plans to develop the market in the northern corridor from Buffalo, NY to Boston,
MA with initial American headquarters in Vermont. Acquisitions and operations
will be conducted by experienced and skilled managers.
The Company has very limited capital, and it is unlikely that the Company will
be able to take advantage of more than one such business opportunity. The
Company intends to seek other opportunities demonstrating the potential of
long-term growth as opposed to short-term earnings. However, at the present
time, the Company has not reached any agreement or definitive understanding with
any person concerning an acquisition. While we intend to proceed with the SRC
Foods model for our current business we are still considering other industries
like film distribution and production as well as natural resources. We will also
explore the possibilities presented by the up-coming rule changes for
capital-raising under the JOBS Act.
(d) Investment Company Act and Other Regulation
The Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business. The Company does not, however, intend
to engage primarily in such activities. Specifically, the Company intends to
conduct its activities so as to avoid being classified as an investment Company
under the Investment Company Act of 1940 (the Investment Act), and therefore to
avoid application of the costly and restrictive registration and other
provisions of the Investment Act, and the regulations promulgated thereunder.
The Company's plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates the
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, in order to protect purchasers of investment Company securities.
Since the Company will not register as an investment Company, stockholders will
not be afforded these protections.
Comparison of nine months ended December 31 2012 with the nine months ended
December 31, 2011
During the nine month periods ended December 31, 2012 and December 31, 2011, we
did not experience revenues from operations.
Operating expenses for the period April 1, 2012 to December 31, 2012 was
$(207,619), compared to the same nine month period from April 1, 2011 to
December 31, 2011 of $(22,500). The increase in expense is primarily due to the
$171,746 being spent on rehabilitating the company, settling old debts and
bringing current the accounting and filing reports with the Securities and
Comparison of three months ended December 31 2012 with the three months ended
December 31, 2011
During the quarters ended December 31, 2012 and December 31, 2011, we did not
experience revenues from operations.
During the quarter ended December31, 2012, the Company incurred a comprehensive
net loss of approximately $(197,286) 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. During
the quarter ended December 31, 2011, the Company incurred a comprehensive net
loss of approximately $(7,500) related to various general and administrative
Plan of Operation and Funding
We will need to raise capital in order to commence our proposed business
operations. No assurance can be given that we will be able to raise sufficient
capital to implement any proposed business operations. We have not identified
any specific future financing sources.
In the future, our efforts to finance the Company may result in the issuance of
equity and debt instruments. This and other future financing activity, if any,
may result in the dilution of shareholder equity. We expect to incur financial
losses for the foreseeable future.
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, 2012, we have relied on
the services of outside consultants for services and currently have three
part-time employees. In order for us to attract and retain quality personnel, we
anticipate we will have to offer competitive salaries to future employees.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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