Securities and Exchange Commission
Washington, D.C. 20549
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ending September 30, 2012
¨ 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 registrant as specified in its Charter)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
(Does not currently apply to Registrant)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer ¨ Accelerated file ¨ Non-accelerated filer ¨ Smaller reporting company x.
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by the court. Yes ¨ No ¨ N/A
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of September 30, 2012 we had 23,890,153 shares of common stock issued and outstanding. As of November 15, 2012, there were 23,890,153 shares of the issuer’s common stock outstanding.
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Global Immune Technologies, Inc.
(A Development Stage Company)
As of September 30, 2012 and March 31, 2012
Please see the notes to the financial statements.
Global Immune Technologies, Inc.
(A Development Stage Company)
Statements of Operations
For the Six Months and Quarters Ended September 30, 2012 and
September 30, 2011 and from April 1, 1999 to September 30, 2012
Please see the notes to the financial statements.
Global Immune Technologies, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Six Months Ended September 30, 2012 and September 30, 2011 and
From April 1, 1999 to September 30, 2012
Please see the notes to the financial statements.
Global Immune Technologies, Inc.
(A Development Stage Company)
Statements of Shareholders’ Equity
From April 1, 1999 to September 30, 2012
Please see the notes to the financial statements.
Global Immune Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Six Months Ended September 30, 2012 and September 30, 2011
Global Immune Technologies, Inc. (“the Company”) (formerly Secureview Systems, Inc.) was incorporated in 1985 as a British Columbia corporation. During the fiscal year ended in 2007, the Company re-domiciled to the State of Wyoming. Its business office is located in Sydney Mines, Nova Scotia. The Company is considered a public shell company, with administrative expenses being its only operations.
The Company is considered a development stage company in accordance with the Statement of Financial Accounting Standards No. 7, “Accounting and Reporting for Development Stage Enterprises” (codified in ASC Topic 915, “Development Stage Entities”).
Use of Estimates- The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make reasonable estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the financial statements and for the period they include. Actual results may differ from these estimates.
Income taxes- The Company accounts for income taxes in accordance with generally accepted accounting principles which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between financial statement and income tax bases of assets and liabilities that will result in taxable income or deductible expenses in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities.
The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of September 30, 2012 and September 30, 2011, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2008 to 2011 are subject to IRS audit.
Global Immune Technologies, Inc. is a Development Stage Company 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.
The accompanying financial statements have been presented in accordance with generally accepted accounting principals, which assume the continuity of the Company as a going concern. The Company has no cash and relies upon the support of certain shareholders to pay its bills. The Company has incurred net losses since its inception and currently has no revenues to support its operations.
These factors raise doubt as to the Company’s ability to continue as a going concern.
Global Immune Technologies, Inc. will form a joint-venture company as a master licensee of SRC from Montreal, Quebec and be the licensor to America. The Company will invest in marketing and food distribution facilities to mirror the licensor in Quebec. Company management is aware of opportunities for investment in Vermont, Florida, Texas and in several of the major US markets. Acquisitions and operations will be conducted by experienced and skilled managers.
Operations in Vermont will serve the Buffalo, NY area to Boston, MA and the resulting areas north and south of that line, excluding NYC and Philadelphia metro areas giving us market potential of 40 million people. We anticipate $25 million in annual sales by the end of 2014 with an estimated pre-tax profit of 18%.
SRC Food Concept of America will invest in Vermont initially and expand into other US markets as they make sense. Florida being the most likely expansion market since many well-established snow-bird customers from Quebec winter in Florida. Our quality and service will continue to grow and as that reputation expands so we will grow the company. Even as our reputation comes from our high-quality meat, our excellent customer service allows us to satisfy the customer’s needs and to let them enjoy the high quality of our convenient products.
3. Net Loss per Share
Basic net loss per share has been computed based on the weighted average of common shares outstanding during the years.
The following table summarizes the related party payables owed by the Company to certain officers and shareholders.
Net cash provided by financing activities for the period July 1, 2012 to September 30, 2012 was $78,800. This consisted of net proceeds received from interest free advances from 9219-8050 Quebec Inc., a related party, of $73,000 and the subscription for 2,400,000 shares to be issued for $5,800. The funds were used for general operating expenses.
On September 28, 2012 we issued a warrant to a related party, 9219-8060 Quebec Inc, in consideration of an advance of $73,000 as discussed in the preceding paragraph. One warrant is for 3,650,000 shares of Common Stock at an exercise price of $0.02 expiring on September 28, 2013 and if exercised prior to expiration an “exploding” warrant for 1,825,000 at an exercise price of $0.20 expiring on September 28, 2014.
All warrants granted are recorded at fair value using a generally accepted warrant pricing model at the date of the grant. For purposes of determining the warrant value at issuance, the fair value of each warrant granted is measured at the date of the grant by the warrant pricing model with the following assumptions:
The fair values generated by warrant pricing model may not be indicative of the future values, if any, that may be received by the option holder. The fair value of the warrants issued generated by the warrant pricing model was zero at the date of the grant.
The following is a summary of common stock warrants outstanding at September 30, 2012.
The Company has made a review of material subsequent events from September 30, 2012 through the issuance of this report and found no material subsequent events reportable during this period.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENT NOTICE:
This quarterly report on Form 10-Q and our future filings with the Securities and Exchange Commission contain many forward-looking statements, which involve risks and uncertainties, 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 basis.
The Company changed its name again on February 4, 1998 to “International Comstock Exploration Ltd.” in connection with a consolidation of its share capital on a one for five basis.
The Company changed its name again on October 2, 2001 to “Secureview Systems Inc.” in connection with a consolidation of its share capital on a one for five basis. In addition, the Company increased its authorized share capital to 100,000,000 shares without par value on October 2, 2001.
The Company changed its name again on May 2, 2005 to “Global Immune Technologies, Inc.” In addition, the Company increased its authorized share capital to an unlimited number of common shares without par value on March 23, 2005.
On February 28, 2006, the Company changed its corporate domicile from British Columbia, Canada to the State of Wyoming.
(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.
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.
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.
(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.
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 form a joint-venture company as a master licensee of SRC from Montreal, Quebec and be the licensor 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 aware of opportunities for investment in Vermont, Florida, and Texas and in several of the major US markets. 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 six months ended September 30 2012 with the six months ended September 30, 2011
During the six months periods ended September 30, 2012 and September 30, 2011, we did not experience revenues from operations.
Operating expenses for the period April 1, 2012 to September 30, 2012 was $(88,043), compared to the same six month period from April 1, 2011 to September 30, 2011 of $(15,000). The increase in expense is primarily due to the $66,543 being spent on rehabilitating the company, settling old debts and bringing current the accounting and filing reports with the Securities and Exchange Commission.
Comparison of three months ended September 30 2012 with the three months ended September 30, 2011
During the quarters ended September 30, 2012 and September 30, 2011, we did not experience revenues from operations.
During the quarter ended September 30, 2012, the Company incurred a comprehensive net loss of approximately $(77,710) 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 September 30, 2011, the Company incurred a comprehensive net loss of approximately $(7,500) related to various general and administrative costs.
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 September 30, 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.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable to Smaller Reporting Companies
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures.
As of the end of the reporting period, September 30, 2012, 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-K for the fiscal year ending March 31, 2012. We have been unable to timely file our periodic reports due to the lack of sufficient money to pay our independent certifying accountants. We filed our quarterly report on Form 10-Q for the period ending June 30, 2012 late. We had insufficient funds to pay for accounting. We filed our quarterly report on Form 10-Q a week late. Hurricane Sandy knocked-out our accountant’s electric power for fifteen days.
(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.
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.
We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations.
The Company's common shares are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Prior to February 28, 2006, it filed as a foreign registrant and after that date filed as a U.S. reporting registrant. The Company has been subject to the reporting obligations of the provinces of British Columbia and Alberta, Canada.
Prior to February 28, 2006, Global Immune Technologies, Inc. was a corporation organized under the laws of British Columbia, Canada. On February 28, 2006, the Company changed its corporate domicile to the State of Wyoming. The British Columbia corporation was formally dissolved June 2, 2006.
The Company's common stock has been quoted Over-the-Counter on the FINRA BB, the Pink Sheets and recently the OTC QB. The Company’s shares are not quoted on any Canadian market.
The Company has 17 British Columbia and 1 Alberta shareholder on its shareholder's list.
Foreign Regulatory: Canada
On August 11, 2005, the Company's predecessor, Global Immune Technologies, Inc., then a company organized under the laws of British Columbia, Canada, received a Cease Trade Order (CTO) from the British Columbia Securities Commission, (the "BCSC"), which was limited to the Province of British Columbia, Canada, for not filing comparative financial statements for its financial year ended March 31, 2005 as required under Part 4 of National Instrument 51-102 Continuous Disclosure Obligations, and had not filed Form 51-102F1 Management's Discussion and Analysis for the periods ended December 31, 2004 and March 31, 2005, as required by Part 5 of NI 51-102.
On March 5, 2007, the Company received a Cease Trade Order (CTO) from the Alberta Securities Commission,(the "ASC") which was limited to the Province of Alberta, Canada, for not filing annual audited financial statements for the year ended March 31, 2006, interim unaudited financial statements for the interim periods ended December 31, 2005, June 30, 2006, December 31, 2006 and December 31, 2006.
The Company requested exemptive relief and was granted a Revocation Order on March 4, 2011 removing the Cease Trade Order in the provinces of British Columbia and Alberta.
Item 1A. 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 QUARTERLY REPORT WHEN YOU EVALUATE OUR BUSINESS.
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 Quarterly 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.
OUR ISSUANCE OF ADDITIONAL SHARES MAY HAVE THE EFFECT OF DILUTING THE INTEREST OF SHAREHOLDERS; OUR COMMON STOCK SHAREHOLDERS DO NOT HAVE PREEMPTIVE RIGHTS.
Any additional issuances of common stock by us from our authorized but unissued shares may have the effect of diluting the percentage interest of existing shareholders. The securities issued to raise funds may have rights, preferences or privileges that are senior to those of the holders of our other securities, including our common stock. The board of directors has the power to issue such shares without shareholder approval. We fully intend to issue additional common shares in order to raise capital to fund our business operations and growth objectives.
WE DO NOT ANTICIPATE PAYING DIVIDENDS TO COMMON STOCKHOLDERS IN THE FORESEEABLE FUTURE, WHICH MAKES INVESTMENT IN OUR STOCK SPECULATIVE OR RISKY.
We have not paid dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. The board of directors has sole authority to declare dividends payable to our stockholders. The fact that we have not and do not plan to pay dividends indicates that we must use all of our funds generated by operations for reinvestment in our business activities. Investors also must evaluate an investment in the Company solely on the basis of anticipated capital gains.
LIMITED LIABILITY OF OUR EXECUTIVE OFFICERS AND DIRECTORS MAY DISCOURAGE SHAREHOLDERS FROM BRINGING A LAWSUIT AGAINST THEM.
Our Articles of Incorporation contain provisions that limit the liability of our directors for monetary damages and provide for indemnification of officers and directors. These provisions may discourage shareholders from bringing a lawsuit against officers and directors for breaches of fiduciary duty and may reduce the likelihood of derivative litigation against officers and directors even though such action, if successful, might otherwise have benefited the shareholders. In addition, a shareholder's investment in the Company may be adversely affected to the extent that we pay costs of settlement and damage awards against officers or directors pursuant to the indemnification provisions of the bylaw. The impact on a shareholder's investment in terms of the cost of defending a lawsuit may deter the shareholder from bringing suit against any of our officers or directors. We have been advised that the SEC takes the position that these article and bylaw provisions do not affect the liability of any director under applicable federal and state securities laws.
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.
Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years form patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The Company’s management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns form being established with respect to the Company’s securities.
NEED FOR ADDITIONAL FINANCING. The Company has very limited funds, and such funds, may not be adequate to take advantage of any available business opportunities. Even if the Company’s currently available funds prove to be sufficient to pay for its operations until it is able to acquire an interest in, or complete a transaction with, a business opportunity, such funds will clearly not be sufficient to enable it to exploit the opportunity. Thus, the ultimate success of the Company will depend, in part, upon its availability to raise additional capital. In the event that the Company requires modest amounts of additional capital to fund its operations until it is able to complete a business acquisition or transaction, such funds, are expected to be provided by the principal shareholders. However, the Company has not investigated the availability, source, or terms that might govern the acquisition of the additional capital which is expected to be required in order to exploit a business opportunity, and will not do so until it has determined the level of need for such additional financing. There is no assurance that additional capital will be available from any source or, if available, that it can be obtained on terms acceptable to the Company. If not available, the Company’s operations will be limited to those that can be financed with its modest capital.
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 and the accompanying expense, delays, uncertainties, and federal and state requirements which purport to protect investors. Because of the Company’s limited capital, it is more likely than not that any acquisition by the Company will involve other parties whose primary interest is the acquisition of control of a publicly traded Company. Moreover, any business opportunity acquired may be currently unprofitable or present other negative factors.
IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company’s limited funds and lack of full-time management will make it impracticable to conduct a complete and exhaustive investigation and analysis of a business opportunity before the Company commits its capital or other resources thereto. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if the Company had more funds available to it, would be desirable. The Company will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor, or others associated with the business opportunity seeking the Company’s participation. A significant portion of the Company’s available funds may be expended for investigative expenses and other expenses related to preliminary aspects of completing an acquisition transaction, whether or not any business opportunity investigated is eventually acquired.
LACK OF DIVERSIFICATION. Because of the limited financial resources that the Company has, it is unlikely that the Company will be able to diversify its acquisitions or operations. The Company’s probable inability to diversify its activities into more than one area will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company’s operations.
NEED FOR AUDITED FINANCIAL STATEMENTS. The Company will require audited financial statements from any business that it proposes to acquire. Since the Company will be subject to the reporting provisions of the Securities Exchange Act of 1934, as amended (the Exchange Act), it will be required to include audited financial statements in its periodical reports for any existing business it may acquire. In addition, the lack of audited financial statements would prevent the securities of the Company from becoming eligible for listing on NASDAQ, the automated quotation system sponsored by the Association of Securities Dealers, Inc., or on any existing stock exchange. Moreover, the lack of such financial statements is likely to discourage broker-dealers from becoming or continuing to serve as market makers in the securities of the Company. Finally, without audited financial statements, the Company would almost certainly be unable to offer securities under a registration statement pursuant to the Securities Act of 1933, and the ability of the Company to raise capital would be significantly limited. Consequently, acquisitions prospects that do not have, or are unable to provide reasonable assurances that they will be able to obtain, the required audited statements would not be considered by the Company to be appropriate for acquisition.
OTHER REGULATION. An acquisition made by the Company may be of a business that is subject to regulation or licensing by federal, state, or local authorities. Compliance with such regulations and licensing can be expected to be a time-consuming, expensive process and may limit other investment opportunities of the Company.
DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT. The Company will be entirely dependent 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 business. 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.
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 purchaser finds a broker willing to effect a transaction in these 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.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.
Net cash provided by financing activities for the period July 1, 2012 to September 30 was approximately $78,800 and from July 1, 2011 to September 30, 2011 was NIL. This consisted of net proceeds received from a loan and the issuance of Warrants connected to the loan from a related party of $73,000 and the subscription for shares to be issued for $5800 cash. The funds were used for general Operating Expenses.
Item 3. Defaults upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
We filed an 8-K with the United States Securities and Exchange Commission on September 17, 2012 updating reports on delinquent items. On September 28, 2012 we issued a Warrant to a related party, 9219-8050 QC Inc., in connection with a loan in the principal amount of $73,000 for a term of one year. This Warrant is for 3,650,000 shares of Common Stock at a price of $0.02 expiring on September 28, 2013 and if exercised prior to Expiration an exploding one-half ‘B Warrant’ for 1,825,000 at an exercise price of $0.20 expiring on September 28, 2014.
Item 6. Exhibits
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32.1 Section 906 Certification of Chief Executive Officer
32.2 Section 906 Certification of Chief Financial Officer
(Insert XBRL Index items)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
November 21, 2012