10-Q/A 1 f12238210qa1.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 10-Q/A (Amendment No. 1) (Mark One) |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2008 |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to _______________ Commission File Number 000-33271 GLOBAL BIOTECH CORP (Exact name of registrant as specified in its charter) DELAWARE 98-0229951 (State of Incorporation) (I.R.S. Employer Identification No.) 5800 Metropolitan Blvd E suite 328 H1S 1A7 (Address of principal executive offices) (Zip Code) (514) 365-0330 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large Accelerated filer |_| Accelerated Filer |_| Non-Accelerated Filer |_| Smaller Reporting Company |X| Indicate by check mark whether the registrant is a shell company (as determined in Rule 12b-2 of the Exchange Act). Yes |X| APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes |_| No |_| APPLICABLE ONLY TO CORPORATE ISSUERS: As of July 18, 2008, the Registrant had 67,265,500 shares of Common Stock outstanding.

INDEX PART I: FINANCIAL INFORMATION 1 Item 1. Financial Statements 1 Balance Sheets at May 31, 2008(Unaudited), November 30, 2007 1 Statements of Operations (Unaudited) for the Six and Three months ended May 31, 2008 and May 31, 2007 and from Inception (November 2, 1998) to May 31, 2008. 2 Statement of Cash Flows (Unaudited) for the Six months ended May 31, 2008 and May 31, 2007 and from Inception (November 2, 1998) to May 31, 2008. 3 Notes to the Financial Statements (Unaudited). 4 Item 2. Plan of Operations 6 Item 3. Controls and Procedures 9 PART II: OTHER INFORMATION 10 Item 2. Sales of Unregistered Securities 10 Item (b) Exhibits and Reports On Form 10 SIGNATURES 10

GLOBAL BIOTECH CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS

ASSETS May 31, 2008 Nov. 30, 2007 (Unaudited) Current Assets Cash $ 103 $ - ----------- ----------- Total current assets 103 - Property & Equipment (Net) 605,000 605,000 ----------- ----------- Total Assets $ 605,103 $ 605,000 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Bank Advances $ - $ 2,834 Accounts payables and accrued liabilities 36,597 33,597 Notes Payable related party 9,797 1,397 Notes Payable 451,946 436,534 ----------- ----------- Total current liabilities 498,340 474,362 ----------- ----------- Stockholders' Equity Preferred stock, $0.0001 par value authorized 80,000,00 shares 0 shares issued and outstanding May 31 2008, and November 31, 2007 - - Common stock, $0.0001 par value authorized 260,000,000 shares: issued and outstanding 67,265,500 May 31 2008 and November 30, 2007 6,727 6,727 Paid in capital 1,346,502 1,346,502 Deficit accumulated during the development stage (1,246,466) (1,222,591) ----------- ----------- Total Stockholders' Equity 106,763 130,638 Total liabilities and Stockholders' Equity $ 605,103 $ 605,000 =========== ===========

See the accompanying notes to financial statements. 1 GLOBAL BIOTECH CORP. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Three Months Six Months Six Months Inception Ended Ended Ended Ended to May 31, 2008 May 31, 2007 May 31, 2008 May 31, 2007 May 31, 2008 Revenues: $ - $ - $ - $ - $ 944,811 Cost of Revenues: - - - - 603,063 ------------ ------------ ------------ ------------ ------------ - - - - 341,748 Operating Expenses: Bad Debt Exp - - - - 120,844 Licensing rights - - - - 700,000 Depreciation Exp - - - - 73,274 Marketing - - - - 236,266 Professional Fees 1,500 1,500 3,000 2,500 150,424 Selling, general and administrative 423 (4) 5,463 15 278,040 ------------ ------------ ------------ ------------ ------------ Total Operating Expenses 1,923 1,496 8,463 2,515 1,558,848 ------------ ------------ ------------ ------------ ------------ (Loss) before other income (expense) (1,923) (1,496) (8,463) (2,515) (1,217,100) Other income (expense): Other Interest income - - - - 81,052 Interest income - 3,169 - 6,284 111,878 Interest Expense-Related Party (7,773) (10,273) (15,412) (20,370) (259,390) Gain on Sale of Investment - - - - 359,583 Impairment Loss - - - - (331,261) Write down - leashold improvements - - - - (2,663) Write down - Notes receivable - - - - 11,435 ------------ ------------ ------------ ------------ ------------ Total other income (Expense) (7,773) (7,104) (15,412) (14,086) (29,366) Net (Loss) $ (9,696) $ (8,600) $ (23,875) $ (16,601) $ (1,246,466) ============ ============ ============ ============ ============ Basic weighted avg. common shares outstanding 67,265,500 49,265,500 67,265,500 49,265,500 ============ ============ ============ ============ Basic (Loss) per common share $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============

See the accompanying notes to financial statements. 2 GLOBALBIOTECH CORP. (A DEVELOPMENT STAGE COMPANY) Statement of Cash Flows (Unaudited)

From Inception Six months ended (November 2, 1998) May 31, 2008 May 31, 2007 to May 31, 2008 --------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (23,875) $ (16,601) $(1,246,466) Adjustments to reconcile net loss to net cash used in operating activities Depreciation expense - - 73,274 Common stock issued for services - - 113,375 Gain on sale of Investment (359,583) Impairment Loss - - 331,261 Write down of leasehold improvements - - 2,663 Write down of notes receivable - - (11,435) Accrued interest expense - note payable 15,412 20,370 149,902 Accrued interest income - note receivable - (6,284) (106,352) Changes in operating assets and liabilities (Increase) Decrease - accounts receivable - - - (Increase) Decrease in notes receivable - - (461,899) Increase (decrease) - accounts payable 3,000 2,500 36,597 --------------------------------------------------------------------------------------------------------------------- Net Cash Provided by (used in) Operating Activities (5,463) (15) (1,478,663) ===================================================================================================================== Cash Flows from Investing Activities Net sale (purchase of fixed assets - - (60,937) Proceeds from sale of investment shares - - 489,061 ===================================================================================================================== Net Cash Provided by (used in) Investing Activities - - 428,124 ===================================================================================================================== Cash Flows from Financing Activities Bank Advances (2,834) - - Issue of Common stock - - 156,262 Payment of common stock subscription receivable - - 206,239 Proceeds from notes payable-related party 8,400 170 688,141 ===================================================================================================================== Net Cash provided by (used in) Financing Activities 5,566 170 1,050,642 --------------------------------------------------------------------------------------------------------------------- Net Increase (Decrease) in Cash 103 155 103 Cash at Beginning of Year - 83 - --------------------------------------------------------------------------------------------------------------------- Cash at End of Year $ 103 $ 238 $ 103 ===================================================================================================================== Supplemental Cash Flow Disclosures: Cash paid during period for intrest Cash paid during period for taxes --------------------------------------------------------------------------------------------------------------------- See accompanying notes to Financial Statements

3 GLOBAL BIOTECH CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS MAY 31, 2008 (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The accompanying Unaudited financial statements of GLOBAL BIOTECH CORP. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. The financial statements reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the audited financial statements and footnotes thereto included for the year ended November 30, 2007 for GLOBAL BIOTECH CORP. on form 10 KSB as filed with the Securities and Exchange Commission. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and that effect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Earnings (Loss) Per Share The Company follows Statement of Financial Accounting Standards ("SFAS") 128, "Earnings Per Share." Basic earnings (loss) per Common share ("EPS") calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding. During the periods presented common stock equivalents were not considered, as their effect would be anti-dilutive. 4 GLOBAL BIOTECH CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS MAY 31, 2008 (UNAUDITED) NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The company reported net loss of $9,696 and $23,875 for the three and six months ended May 31, 2008 as well as reporting net losses of $1,246,466 from inception (November 2, 1998) to May 31, 2008. At May 31, 2008 the Company had negative working capital of $498,237 and stockholders' equity of $106,763. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The officers and directors are committed to help in raising funds to fill any operating cash flow shortages during the next fiscal year until the organization can generate sufficient funds from operations to meet current operating expenses and overhead, although there are no guarantees that this commitment will be met Note 4, Related party transactions Between March 1,2008 and May 31,2008 the Company borrowed $5,200 from related parties and repaid $5,000 to said parties, for net borrowings of $200. 5 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Special Note Regarding Forward-Looking Statements Some of the statements under "Plan of Operations," "Business" and elsewhere in this registration statement are forward-looking statements that involve risks and uncertainties. These forward-looking statements include statements about our plans, objectives, expectations, intentions and assumptions and other statements contained herein that are not statements of historical fact. You can identify these statements by words such as "may," "will," "should," "estimates," "plans," "expects," "believes," "intends" and similar expressions. We cannot guarantee future results, levels of activity, performance or achievements. Our actual results and the timing of certain events may differ significantly from the results discussed in the forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements. Plan of Operation. The following discussion should be read in conjunction with the financial statements and related notes which are included elsewhere in this prospectus. Statements made below which are not historical facts are forward-looking statements. Forward-looking statements involve a number of risks and uncertainties including, but not limited to, general economic conditions and our ability to market our product. The business objective of GLOBAL is to position AquaBoost(TM) as a top quality oxygenated water in the specialty waters market. Our oxygenation level (up to 100 ppm and greater), the ability of our bottled water to retain this level of oxygenation, even over lengthy periods of time and the purity of our product, we believe, should give us the ability to become a staple in this specialty waters niche. We have set a conservative sales objective of 4-6% of the European and American markets, or $12.5 million U.S. to $20 million U.S., by the year 2012. The fact that AquaBoost(TM) was seen by hundreds of distributors at the SIAL in Montreal, Canada in 2001 and that there is already a market in Mexico for the product, gives us confidence in our abilities to reach our sale objectives. However, no assurances can be given that the Company will meet these goals. The Company has held discussions with several large beverage companies about oxygenating fruit juices. Should these discussions prove successful, the Company would have another major revenue generating area. Currently, it is too premature to hazard an estimate about the likelihood of finalizing any deals with said corporations. 6 The Company will also attempt to engage in partnering with other beverage distributors or leasing its technology for royalties in those regions and for those products where it will not negatively impact on potential AquaBoost(TM) sales. GLOBAL BIOTECH CORP. (formerly Sword Comp-Soft Corp.) was incorporated in November 1998 as an (ASP) Application Service Provider, specializing in the E-Healthcare sector. On May 29, 2000 Millenia Hope Inc. acquired 35,700,000 shares of GLOBAL in exchange for 5,000,000 common shares, valued at $129,478 and 5,000,000 warrants, entitling the registered holder thereof to purchase at any time from that date for a period of three years, one share of common stock at a price of two dollars. As of March 5, 2003 this business was sold along with the assumption of a note payable in the amount of $700,000 to Millenia Hope Inc., its former parent corporation. In exchange, GLOBAL received 30.7 million shares of its outstanding common shares held by Millenia Hope Inc. Subsequently, GLOBAL acquired the exclusive 10 year North American licensing rights to market a unique vehicle tracking model from First Link Assoc. in exchange for 30.7 million of its common shares. GLOBAL's vehicle tracking system was supposed to seamlessly tie together wireless communications and the Internet with global positioning technology to link vehicles to a world of unlimited wireless services. As of February 24, 2005, GLOBAL's Board of Directors concluded that its attempt to enter the vehicle tracking business was unsuccessful and entered into a provisional agreement, with Advanced Fluid Technologies Inc. (AFT), a Delaware corporation, to acquire assets from the latter corporation pursuant to entering the bottled water, more specifically, the oxygenated bottled water market. On August 15, 2007 the Company finalized this agreement with Advanced Fluid Technologies to purchase their to be patented oxygenation unit and all technical know how, intellectual properties, methodologies and all information pertaining to the following: the fixation of the oxygen molecule to water or any other fluid and/or to the building and maintenance of the oxygenation unit. Furthermore, all trademarks for the name AquaBoost Oxygenated Water, currently in force in the U.S., Canada, and Mexico and the right to use and register said name globally, are to be transferred to the Company. Purchase price, for all the aforementioned assets, is a combination of debt this being the $216,261 due by AFT to the Company in a note payable as of August 26, 2005, and 18 million shares of the Company's common stock, valued at $0.04 per share or $720,000. Pursuant to the August 15, 2007 issuance of stock to Advanced Fluid Technologies, all the aforesaid assets were transferred to Global Biotech. 7 GLOBALS's registration statement, with the Security and Exchange Commission, was accepted on July 16, 2001 and it is a reporting company. It is presently in the process of applying, via a market maker, to allow it to be traded publicly, on a North American Exchange. Three months ended May 31, 2008 compared to May 31, 2007. Professional, selling, general and administrative in 2007 was $1,496 and $1,923 in 2008. We had interest expense, on our loans, of $10,273 in 2007 and $7,773 in 2008. As a result of the above, we had a net loss of $8,600 in 2007 and $9,696 in 2008. Six months ended May 31, 2008 compared to May 31, 2007 Professional, selling, general and administrative in 2007 was $2,515 and $8,463 in 2008. We had interest expense of $20,370 in 2007 and $15,412 in 2008. As a result of the above, we had a net 6 month loss of $16,601 in 2007 and $23,875 in 2008. Liquidity and cash flow needs of the company From December 1st, 2007 to May 31, 2008 the company used $5,463 for operating activities while recording no revenues. From June 1, 2008 to November 30, 2008, the fiscal year end, the company estimates that its net cash flow needs will be $600,000. 8 Item 3. CONTROLS AND PROCEDURES QUARTERLY EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL CONTROLS. As of the close of the period covered by this Quarterly Report on Form 10-QSB, the Company evaluated the effectiveness of the design and operation of its "disclosure controls and procedures" (Disclosure Controls) and its "internal controls and procedures for financial reporting" (Internal Controls). This evaluation (the Controls Evaluation) was done under the supervision and with the participation of management, including our Principal Executive Officer (President). Rules adopted by the SEC require that in this section of the Quarterly Report we present the conclusion of the Principal Executive Officer about the effectiveness of our Disclosure Controls and Internal Controls based on and as of the date of the Controls Evaluation. Based upon that evaluation, the Principal Executive and Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company requires to be included in this Quarterly Report on form 10-QSB. There have been no changes in the Company's internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation. PRESIDENT'S CERTIFICATIONS Appearing immediately following the Signatures section of this Quarterly Report there are two separate Forms of "Certification" of the President. The first form of Certification is required in accord with section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the Quarterly report which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certificate and this information should be read in conjunction with the Section 302 Certification for a more complete understanding of the topics presented. DISCLOSURE CONTROLS AND INTERNAL CONTROLS Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports foiled under the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly Report is recorded, processed, summarized and reported within the time period specified. 9 Part II other information Item 2: Sales of Unregistered securities None (b) Reports on Form 8-K None SIGNATURES 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. GLOBAL BIOTECH CORP. (Registrant) Dated December 24, 2008 By: /s/ Louis Greco President 10