Purthanol Resources Ltd - Annual Report: 2011 (Form 10-K)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2011

Commission File Number 000-33271

GLOBAL BIOTECH CORP.

Delaware 98-022951

(State or Other Jurisdiction of (I.R.S. Employer

Incorporation or Organization) Identification No.)

2711 Centreville Rd Suite 400

Wilmington, Delaware 19808

(ADDRESS OF principal Executive Offices)

Issuer's telephone number: (302) 288-0658

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act: Common stock, par value $0.0001 per share Preferred stock, par value $0.0001 per share

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant is a shell company (as determined in Rule 12b-2 of the Exchange Act) Yes [ ] No [x]

Check if there is no disclosure of delinquent filers, in response to Item 405 of Regulation S-B, is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information, statements incorporated by reference in Part 3 of this Form 10-K or any amendment to this Form 10-K.

Issuer's revenues for its most recent fiscal year: $0

As of August 2, 2013, the aggregate market value of the issuer's common stock based on its reported price on the OTC Bulletin Board held by non-affiliates of the issuer was approximately $114,903.

At August 2, 2013, 82,073,890 shares of issuer's common stock were outstanding.

 GLOBAL BIOTECH CORP.

FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

DESCRIPTION OF BUSINESS

(a) Business Development

GLOBAL BIOTECH CORP. ("GLOBAL"), formerly (SWORD COMP-SOFT CORP.) was organized on November 2, 1998. Its goal was to bring interactive healthcare information services utilizing the Internet to the consumer, the end user, to access what they, as individuals, need.

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 a vehicle tracking system 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. a Delaware corporation, to acquire assets from the latter corporation pursuant to entering the bottled water, more specifically the oxygenated bottled water, market. This Agreement was finalized on August 15, 2007.

(b) Business of Issuer

GLOBAL’s goal is to position AquaBoost(TM), the bottled oxygenated water product it expects to acquire from Advanced Fluid Technologies, as an energizing alternative to soft drinks and as a beverage with more health benefits than ordinary water. To date, the aforementioned product has had minimal sales and the Company will endeavor, but can offer no guarantees, to raise its sales level significantly. Officers and director of the firm have committed to fund the operations of the Company until sufficient funds have been generated from ongoing business.

OXYGENATED WATER, THE PRODUCT

Oxygen enriched water is water that is treated, combined or infused with oxygen. Most oxygen enriched water companies claim that their water contains around seven times the oxygen of natural, mineral, tap or spring water. For many of the available brands the oxygen content is acknowledged to decrease over time (giving products a shorter shelf life) and also decreases when the oxygen-enriched water bottle is opened, as the oxygen slowly dissipates.

Oxygenated water is a convenient source of additional oxygen for the body. The benefits of additional oxygen, according to the studies run and research done, include increased cardiovascular and muscular endurance. Oxygenated water raises the body's energy levels, improves concentration, calms the nervous system, and helps to remove toxins (See Tests and Studies).

BOTTLED WATER MARKET

Worldwide sales in the fast-growing bottled water industry have risen annually, over the past decade, surpassing $40 billion US in 2004. The United States market was $7.1 billion US and the European market, where bottled water is the leading beverage, at an estimated $12 billion. Some analysts suggest that bottled water will surpass all US beverage categories, excluding soft drinks. Bottled water sales grew at a 7.9% annual rate between 2002-2007 to reach 206 billion litres. 

Oxygenated bottled water is a sub-category, one of the groups of specialty beverages, of the broader bottled water market. Zenith International, a British food industry consultant, stated, in its January 2005 report, that the worldwide sales of bottled oxygenated water in 2004 reached 110 million litres, a growth of 30% from previous year and 65% during the past 2 years.

MARKET SIZE AND TRENDS

The oxygenated water market represents an important niche within the global beverage market. The product imparts beneficial aspects not available from bottled water, and is a healthy substitute for soft drinks. For the year 2004, according to the aforementioned Zenith study, Europeans purchased some 44 billion litres of bottled water and Americans more than 26 billion litres. The 2004 sales figures for oxygenated bottled water were 32 million litres for the United States and 40 million litres for Europe, respectively.

As per the previously mentioned Zenith report, oxygenated water sales should double between 2004 and the year 2008. This would yield an annual growth rate of 20%, far above the predicted growth rate of regular bottled water.

According to the Canadian Soft Drinks Association, bottled water is the largest selling beverage in Europe and ranks behind soft drinks in North America. The growth rate in the past decade for all bottled water consumption is much higher than that of soft drinks.

COMPETITION

Several Canadian companies and Bio-Hydration of San Diego, California, the volume leader in oxygenated water, have developed their own oxygenated water.O2 Canada, Oxyl'Eau, Neva Sport, Athletic Superwater, and Life 02 are being marketed as a means to improve athletic performance. Penta and Avani's oxygenated water relies on the purity of its product in its sales effort.All of these brands are not on par with AquaBoost(TM) in either their oxygen-retentive abilities and/or in their levels of oxygenation.

AQUABOOST(TM)

AquaBoost(TM) is "oxygenated" water: it has been treated to retain oxygen in concentrations far higher than those found in nature. For example, water can retain 9 parts per million (ppm) of oxygen at 20(degree) under a pressure of one atmosphere. Studies conducted by the Quebec government have confirmed that our water contained at least 20 ppm - the highest concentration detectable by the government lab's measurement instruments. Our own tests established that AquaBoost(TM) contained in excess of 80 ppm and even exceeded 100 ppm, even six months after bottling (See Tests and Studies section).

PRODUCTION PROCESS

We have added new dimensions to the laws of physics governing dissolved gases. Our method of dissolving gases in a liquid works by influencing ionic mobility, electron diffusion, via an electron cannon, and the use of triboelectricity with electrostatic charges. Due to the aforementioned processes, we can attach and stabilize oxygen molecules in water at levels previously unheard of, 100PPM and even higher.

Therefore, in contrast to a mineralized solution reducing the dissolvability of oxygen in water, as would be the case with our competitors' products, a small quantity of minerals helps us create conductivity in water. In effect, the amount of conductivity is influenced by the electrolyte strength, the nature of free ions and their concentration in water. The process modifies water's physical and chemical characteristics and allows us to bond the oxygen molecule to water.

Currently, our oxygenated bottled water will be produced for us by Saint Ellie’s bottling plant in Quebec,Canada. Their production and bottling capacity is more than adequate to fill our estimated annual sales of oxygenated water.

DEVELOPMENT

We are researching the optimum path to bring further products to the market in the medium term, by exploring the oxygenation technology's application in beverages other than water. Oxygenated fruit-juices is one of the development items on our mid-term strategic horizon.

COMPETITIVE ADVANTAGES

PRICING AND MARKETING

PRICING

Due to the superior qualities of of AquaBoost(TM), we believe that retailers will obtain premium prices for it. The higher price will signal to consumers that there is something "unique" about AquaBoost(TM), which we expect will fuel greater customer demand. It will also offer the increased margins of oxygenated and specialty type waters to distributors, thus helping to boost our product's introduction into the consumer marketplace.

POTENTIAL CONSUMERS

AquaBoost(TM) offers important benefits to consumers. In raising their oxygen levels, people not only feel better and have increased energy levels, they also think more clearly and function at peak performance for longer periods of time, improving their work and leisure time productivity.

An in house survey of potential AquaBoost(TM) customers and the 2005 report of Zenith International tell us that they are health-conscious, men and women who will benefit from the additional oxygen in their bodies. They lead active lifestyles, engage in sports and other physical activities and are looking for healthy, nourishing alternatives to soft drinks and other traditional beverages.

A secondary group that we have identified, through the same research, are the elderly, who may encounter oxygen deprivation through illness and physical trauma. Oxygen reduces the effectiveness of pathogenic bacteria and viruses. As a simple, readily available source of oxygen. AquaBoost(TM) can offer these consumers better health.

In March 2001 Aquaboost(TM) was shown at the beverage and food show, SIAL, in Montreal, Quebec. Over 4,000 samples of Aquaboost(TM) were given out and generated significant positive interest during the commencement of the product testing phase.

MARKETING STRATEGY

The Company, both in the short and in the long term, aims to raise the awareness of our product, and the added benefits of additional oxygen in the blood stream.

Medical benefits, of elevated oxygen levels, include:

Treatment of:

Improvements in:

AquaBoost(TM) will be marketed and differentiated as having one of the highest PPM of oxygen and retaining this level over an extended period of time, thus conveying more of the potential benefits of higher bloodstream oxygen levels. With appropriate financing we will also utilize sport stars and will continue to ride the general bottled water and specialty water consumption rise, vis a vis soft drinks and other beverages.

PURCHASED RIGHTS

On August 15,2007 the Company finalized an 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, and the right to use and register said name globally, were to be transferred to Global.Purchase price, for all the aforementioned assets, was 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 $720,000.

TESTS AND STUDIES

AquaBoost(TM) oxygen levels and retentive abilities  

December 1999 - March 2000-Test done by the Government of Quebec, Canada's Testing facility.

58 samples of 500 ml and 1000 ml bottles refrigerated until December 23, 1999 and then left at room temperature until the end of the of experiment

Upper limit of government testing equipment 20 ppm

Samples opened December 23, 1999, January 19, February 16 and March 13, 2000.

All samples measured at or above the maximum testing level i.e. in excess of 20 ppm of dissolved oxygen.

February 2000 - July 2000-Test done In-House by Dr. Rene Morel of Hospital Maisoneuve Rosemont.

Measured, once a month, the oxygen level of a total of 200 bottles, 500 ml and 1000 ml, left at room temperature, for 6 months consecutively.

All samples measured between 80-110 ppm of dissolved oxygen, even after 6 months.

August 2000 - Test done by LAB Preclinical Research International

Variation of PO2 levels in MMHG in relation to time, animals

1 canine test subject, 11 months old, 500 ml with an oxygen content of 33 ppm

Increased PO2 level within a short time of receiving the oxygenised solution.

July 2000 - Test done by Dr. Knox van Dyke and Dr. Meir Sacks - University of West Virginia

Examined AquaBoost(TM) in an assay against the strong pro-oxidant SIN-1 which produces a key body oxidant called peroxynitrite. AquaBoost acted as an antixiodant by suppressing the light from luminol. Normally the peroxynitrite reacts with the luminol to produce light. AquaBoost interfered with the production or transmission of light, clearly indicating it is acting as an antioxidant.

November 2000 - Test done In-House by Dr. Rene Morel of Hospital-Maisoneuve Rosemont.

Variation of PO2 levels in MMHG in relation to time, humans

6 adults, male and female ages 38-53, who ingested 750 ml each of AquaBoost(TM) with an oxygen content of 100ppm. In all cases, their PO2 level increased significantly within a short time of ingesting Aquaboost(TM). Equally as significant, the elevated level of PO2 was detectable after a sustained period of time.

April 2002 - Test done by Northwest Environmental Water Lab in Oakville. AquaBoost retaind oxygenated was 82ppm or 900% more than naturally occurring oxygen in water.

STUDIES ON THE BENEFITS OF INGESTING OXYGENATED WATER

The European Journal of Medical Research( vol.6, Nov 20,2001) has carried out a study on the effect of oxygen enriched water on behalf of Germany's Adelhoizener. The study found that, due to warming in the stomach, oxygen bound in mineral water slowly de-binds and penetrates the stomach septum. Hence, venous blood leading to the liver was additionally supplied with oxygen. This oxygen enrichment amounted to 7% to 14% and lasted for around one hour.

In August 1997 double-blind tests were conducted by the Center for Research on Woman's Health, Denton, Texas under the supervision of Dr. John Duncan. This involved 25 participants - 20 male and 5 females. They were given either clustered and oxygen enriched water or normal water and asked to run for 90 minutes with relevant recordings and measurements taken. It was found that runners drinking the clustered and oxygen enriched water decreased recorded times over the 5 kilometre distance by an average of 31 seconds, compared to regular bottled water. It was concluded that oxygen enriched beverages could increase athletic achievement.

According to a January 1999 article in the Canadian Journal of Health and Nutrition, "Oxygen Boosts Performance", the addition of extra oxygen to the human body yields many health and well-being benefits: improved cardiovascular endurance, raised energy levels, improved concentration, a calmer nervous system, and reduced toxin levels.

In a study conducted for Oxy-Water by George Washington University, entitled "Effects of Oxygenized Water on Percent Oxygen Saturation and Performance During Exercise"( presented to The American College of Sports Medicine in June 2001 by Jenkins,Moreland,Waddell and Fernhall), the effect of oxygen enriched water on performance during exercise was investigated. The study involved ten men and ten women aged between 23 and 35 - all regular exercisers. Each person performed two maximum output tests and two endurance tests, two for both oxygenized and distilled water. All four tests were carried out on a cycling machine. Each person drank 50cl of water 15 minutes before each test and then immediately following fatigue.

Further separation of the group found that the time to fatigue during the maximum output exercise was greater with Oxy-Water compared to the distilled water. The study concluded, "Individuals who are highly trained may benefit from the use of oxygenised water to increase percentage oxygen saturation during acute bouts of intense exercise and possibly prolong time to fatigue. Even small increases in oxygen saturation may be significant in highly trained individuals and elite performers."

"Oxygen plays a pivotal role in the proper functioning of the immune system..we can look at oxygen deficiency as the single greates cause of all diseases." Stephen Levine, a respected molecular biologist and geneticist, and Dr. Paris M. Kidd, Ph.D., excerpted from Antioxidant Adaptation and Immunity, etc., published in August 1986.

Two time Nobel Prize winning researcher, Dr. Otto Warburg determined that healthy cells might become cancerous as a result of oxygen depriviation.- per an OxyPlus oxygenated water excerpt Dr. Otto Warburg's studies prove that when your body is saturated in oxygen, your healthy cells have more energy and are stronger. Cancer cells do not feed on oxygen,they feed on fermentation. An oxygen- saturated body is a hostile environment for cancer. Oxygen increases

your energy, your memory and the quality of your life(excerpted from his address on June 30,1966 in Lindau, Lake Constance, Germany).

As reported in the New York Times in 2001,Glenn J. Butler, whose bio-engineering career includes work with NASA and whose firm manages The Chronic Wound Treatment & Hyperbaric Center at The Mount Vernon Hospital, researched the long and short-term effects of consuming Oxygen8 (an oxygenated water produced in the US). Mr. Butler's findings: "By drinking Oxygen8, there is a significant increase in blood oxygen levels. The results suggest that the oxygen remains inthe system for longer than 10 minutes after consumption. Approximately 1 out of every 3 of Americans is in need of hydration and thus, oxygen would be beneficial for their health."

As with many scientific claims, there are detractors from the benefit of ingesting oxygen enriched water. The tests and studies we have quoted are the validation for our beliefs in the benefit of oxygenated water.

AQUISITIONS

On August 15, 2007 the Company finalized an 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 and the right to use and register said name globally, were to be transferred to Global.Purchase price, for all the aforementioned assets, was 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.

The Company entered, on October 31, 2010, into an agreement to purchase the rights to a neutraceutical product, specifically a topical cream for women, for a period of 4 years. The total cost of said agreement was $199,467. The Company is working on a product roll-out, but is unsure of the date.

Business Objectives and Milestones

The Company’s short-term and medium-term objectives are as follows:

The Company’s long-term objectives are:

EMPLOYEES

There are no signed contracts with any employees. At the current time the following officers are its only employees:

Leonard Stella-CEO-Director

Hired in July of 2013, to bring his strategic vision of the future to Global and to jumpstart its revenue stream. Will be devoting his full –time efforts to to the Company and is a resident of Montreal.

Louis Greco - President-Director

Responsible for overall operational co-ordination, implantation of its business direction and the marketing effort required to bring this to fruition. He will also help to coordinate the day to day operations once sales and production are in place. At present, he devotes 2 days per week to the Company and is a resident of Montreal.

Yehuda Kops-CFO-Director

Hired in July of 2013, to bring his expertise in SEC filings and overall financial and fiscal acumen to the Company. Currently devotes all the time necessary to bring the financial and regulatory filings to a current status and is a Montreal resident

 Gilles Lamarre- Vice President-Director

Responsible for assisting the President with general oversight of the Company, its operations and shareholder communications. Currently, he devotes the time necessary to the Company and is a Montreal resident.

Although the aforementioned four officers did not work full time for GLOBAL; each one devoted an adequate amount of time to accomplish his role in the corporate structure. Whenever it is necessary, each of these officers puts in work time over and above their regularly scheduled workday. Once sales and production are in place they will devote more time to the Company.

ITEM 2

DESCRIPTION OF PROPERTIES

Our head office is located at 2711 Centerville Rd Suite 400 in Wilmington, Delaware, We do not have a physical office in Canada.

ITEM 3

LEGAL PROCEEDINGS

We are not involved in any material legal proceedings.

ITEM 4

ITEMS SUBMITTED TO A VOTE OF SECURITY HOLDERS

None

ITEM 5

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

The Company's Common Stock is currently quoted for trading on the Over The Counter Bulletin Board Market under the symbol GBIQ. The following table sets forth the range of quarterly, high and low sale prices for the Company's Common Stock from fiscal 2010 to date. The quotations represent inter-dealer quotations without adjustment for retail markups, markdowns or commissions, and may not necessarily represent actual transactions.

Of the 82,073,890 shares of common stock outstanding, 9,308,400 shares are currently subject to the resale restrictions and limitations of Rule 144. In general, under Rule 144 as currently in effect, subject to the satisfaction of certain other conditions, a person, including an affiliate, or persons whose shares are aggregated with affiliates, who has owned restricted shares of common stock beneficially for at least one year is entitled to sell, within any three-month period, a number of shares that does not exceed 1% of the total number of outstanding shares of the same class. In the event the shares are sold on an exchange or are reported on the automated quotation system of a registered securities association, you could sell during any three-month period the greater of such 1% amount or the average weekly trading volume as reported for the four calendar weeks preceding the date on which notice of your sale is filed with the SEC. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

A person who has not been an affiliate for at least the three months immediately preceding the sale and who has beneficially owned shares of common stock for at least two years is entitled to sell such shares under Rule 144 without regard to any of the limitations described above.

(b) Holders

As of August 2, 2013, there were over 300 holders of the Company's common stock.

(c) Dividends

The Company has had no earnings to date, nor has the Company declared any dividends to date. The payment by the Company of dividends, if any, in the future, rests within the discretion of its Board of Directors and will depend, among other things, upon the Company's earnings, its capital requirements and its financial condition, as well as other relevant factors. The Company has not declared any cash dividends since inception, and has no present intention of paying any cash dividends on its Common Stock in the foreseeable future, as it intends to use earnings, if any, to generate growth.

(d) Recent Sales of Unregistered Securities.

Common Stock

(a) Common or Preferred Stock

The Company is authorized to issue 260,000,000 shares of Common Stock, $0.0001 par value, of which 82,073,890 shares were issued and outstanding as of the date hereof. Each outstanding share of Common Stock is entitled to one (1) vote, either in person or by proxy, on all matters that may be voted upon the owners thereof at meetings of the stockholders.

The holders of Common Stock: (i) have equal ratable rights to dividends from funds legally available therefore, when and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have preemptive, subscription or conversion rights, or redemption or sinking fund provisions applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote at all meetings of stockholders.

Holders of Shares of Common Stock of the Company do not have cumulative voting rights, which means that the individuals holding Common Stock with voting rights to more than 50% of eligible votes, voting for the election of directors, can elect all directors of the Company if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of the Company's directors.

The Company is authorized to issue 80,000,000 shares of Preferred Stock, $0.0001 par value, of which 0 shares were issued and outstanding as of the date hereof.

(b) Debt Securities.

The Company has not issued any debt securities to date.

(c) Other securities to be registered

None

ITEM 6 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 2017, our envisioned fourth year of production. 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 sales objectives. However, no assurances can be given that the Company will meet these goals.

Furthermore, 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.

The Company will also attempt to partner with other beverage distributors or lease its technology for royalties in those regions and for those products where it will not negatively impact on potential AquaBoost(TM) sales.

As of November 2010, we had attached our oxygenation unit to the St Ellie water facility,an established water bottler in Quebec, Canada. We expect to be in production by the end of fiscal 2013.

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 BIOTECH CORP., this being the 76% of GLOBAL’s issued capital, in exchange for 5,000,000 common shares, valued at $129,478 based on the net tangible asset value of Millenia Hope and not fair market value of the shares 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 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 GLOBAL finalized an 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 and the right to use and register said name globally, were to be transferred to Global.Purchase price, for all the aforementioned assets, was 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.

GLOBAL’s registration statement, with the Security and Exchange Commission, was accepted on July 16, 2001 and it was cleared by FINRA on June 16, 2009 to trade its shares on the OTC: BB.

In an effort to expand its product line, the Company is working on developing a new product that we currently refer to as “Aquaboost-VitA: Orange Antioxidant”. This experimental product contains water oxygenated using the Aquaboost™ technology, vitamin C, vitamin E and apple skin extract. The Company is in the research and testing phase of the product’s development, and is conducting research into the product’s antioxidant effects and palatability.

The Company entered, on October 31, 2010, into an agreement to purchase the rights to a neutraceutical product, specifically a topical cream for women, for a period of 4 years. The total cost of said agreement was $199,467. The Company is working on a product roll-out but is unsure when it will be.

On February 1, 2012 Mr. Eric Sonigo was removed as the VP of Production.

On July 3, 2013 Mr. Leonard Stella joined the Company as its CEO and a Director.

On July 3, 2013 Mr. Yehuda Kops joined the Company as its CFO and a Director.

Year ended November 30, 2011 compared to November 30, 2010

In 2011 we had $17,000 of professional fees and $17,000 in 2010. We had $940,779 of SG&A expenses in 2011 and $151,417 in 2010. This was made up of a salaries accrual of $615,000 in 2011 over none in 2010 in recognition of time and effort put in maintaining the corporate entity and working on implementing growth and monetary strategies, as well as automobile allowances of $43,200 vs $8,500 in 2010. We had $32,000 of extra developmental costs in 2011 vs 2010 and $110,000 in extra consulting fees in 2011 over 2010, in our effort to fund and strategize the production of our oxygenated waters.We had no rental expenses in 2011 and $13,800 in 2010 due to a change in premises.

We had net interest expense, on our outstanding notes, of $57,288 in 2011 and $50,822 in 2010.Higher borrowing costs were due to extra expenditures for the above expenses. We had an Fx gain of $3,817 in 2011 and a loss of $10,300 in 2010.

We had an impairment write-down of $345,000 in 2010 vs a write-down of $86,428 in 2011.

As a result of the foregoing we had a loss of $1,097,678 in 2011 and a loss of $575,562 in 2010.

LIQUIDITY AND CAPITAL RESOURCES

At November 30, 2011 the company had negative working capital of $1,666,775. We had cash needs for the fiscal year ending November 30, 2012 $100,000. Management did not generate revenue through sales during the fiscal year. The officers and directors of the company have indicated their commitment to help in finding funds to aid in the operations of the organization during the next fiscal year, until the organization can generate sufficient cash flow from operations to meet current operating expenses and overhead.

Recent Accounting Pronouncements

In February 2010, the FASB issued Accounting Standards Update “ASU” 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”(“ASU 2010-09”), Which is included in the FASB Accounting Standards Codification TM (The “ASC”) Topic 855 (Subsequent Events). 2010-09 clarifies that an Sec filer is required to evaluate subsequent events through the date that the financial statements are issued. ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Company’s financial statements.

Other pronouncements issued by the FASB or other authoritative accounting standard groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

ITEM 7. Financial Statements.

The financial statements are included at the end of this Annual Report, after the signature page.

Item 8. Changes In and Disagreements with Accountants on Accounting and Financial Disclosures

None

Item 9A  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, with the participation of our Chief Executive and Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report (the “Evaluation Date”), and, based on this evaluation, our Chief Executive and Financial Officer have concluded that these controls and procedures were effective at the Evaluation Date.  There were no changes in our internal controls over financial reporting during the last quarter of fiscal 2010 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Disclosure controls and procedures are  controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our Chief Executive & Financial Officer and, as appropriate to allow for timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The management of is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).  Global Biotech’s internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

We have assessed the effectiveness of our internal control over financial reporting as of November 30, 2011.  In making this assessment, we used the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on that assessment, we believe that as of November 30, 2011, our internal control over financial reporting is effective.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  Our report on internal control was not subject to attestation by our independent registered public accounting firm pursuant to an exemption for non-accelerated filers that permits us to provide only management’s report in this annual report.

ITEM 9B

Director and Executive Officers

a) Directors and Executive Officers

Leonard Stella-CEO and Director

Mr. Stella has a Bachelor of Arts from McGill University, and received his Graduate Diploma in Administration from Concordia University in 1986. In 1987 Mr. Stella founded and operated a residential and commercial property developer, Dominion Certified Development. In 1991, he founded Trans-Immobilia, a residential property company.In 1997 he became the principal founding partner and Chief Executive Officer of Millenia Hope Inc, which he ran until 2010. In 2010 he became involved with Global as its head of development and strategic planning and in July 2013 its CEO and a Director.

Louis Greco – President and Director

Louis Greco, age 57, received his B. Comm. from McGill University in Montreal, Canada in 1974. Mr. Greco has been involved with a variety of consumer oriented industries in his 30 years in business. He worked in financial industry as a branch manager of the National Bank from 1975-1980. During the next decade until 1990, Mr. Greco was the manager of a chain of video outlets, and involved with sales. From 1990 to 1995, he co-owned a retail food establishment. Between 1996 and present he has worked as a sales consultant to the national divisions of multinational office technology corporations, Minolta (Canada) and Panasonic Canada. Mr. Greco’s management, sales and financial skills will greatly aid Global Biotech. His experience in sales will help the Company to strategically position its products and technical expertise in the desired marketplaces. As President and CEO of the Company, Mr. Greco is responsible for the general oversight of the Company, its operations and its communications with its shareholders. Mr. Greco currently devotes part of his time working for the Company, but will be working full-time as an employee once Global commences sales of its product.

Yehuda Kops-CFO and Director

Bachelor of Commerce (distinction) - McGill University (1974), Diploma in Management McGill (1976). In 1976 he received his Chartered Accountancy degree from the Order of Chartered Accountants of Canada. From 1978 until 1999, Mr. Kops practiced in public accounting, running his own firm specializing in accounting and finance, for small and medium sized enterprises. In 1999 he joined Millenia as their chief internal accountant and became Chief Operating Officer, until 2010. In 2010 he became the comptroller and main financial resource of Global Biotech. In July 2013 he became its CFO and a Director.

Gilles Lamarre – Vice President and Director

Mr. Lamarre, age 64, began his career as a Box Office Manager at Expo 67 (Garden of Stars). In 1969 he joined the National Arts Centre where in 1975 he developed the first computerized subscription/season ticketing system in North America. In 1984, he made the transition to the private sector by co-founding Uniticket to service the Ottawa/Hull Region. Uniticket processed over 1.5 million tickets each year and was sold to Ticketmaster Canada Inc. in 1988. He also co-founded and developed Ticketnet Corporation in 1984, a major new national network for ticketing and shared-resource box office management, which was subsequently sold to AMR in 1986. Mr. Lamarre has acted as a consultant/advisor to a number of Canadian corporations in the development and implementation of leading edge technology and business development. More recently, he fulfilled several executive functions with Comnetix, a leading provider of technology to law enforcement agencies. He then became a Board member and a member of their Audit and Compensation committees and resigned in early 2006 to concentrate his efforts on developing a new venture related to weight loss programs and products. He is currently the President and CEO of Wykanta International Ltd., a company engaged in the production and sale of nutraceutical products. As Vice President of the Company, Mr. Lamarre will be responsible for assisting the President with the general oversight of the Company, its operations and its communications with its shareholders. He will devote all of his time as an employee working for the Company as Vice President and a director.

b) Significant Employees

None

c) Family Relationships

There are no family relationships among directors or executive officers of the company.

d) Involvement in certain legal proceedings

None

e) Committees

The Company has no standing audit, nominating and compensating committees of the Board of Directors or committees performing similar functions. Under the Sarbanes-Oxley Act of 2002, each public company is required to have an audit committee consisting solely of independent directors and to explain whether or not any independent director is a financial expert. In the event the public company does not have an audit committee, the Board of Directors becomes charged with the duties of the audit committee. Since the enactment of the Sarbanes-Oxley Act of 2002 which was signed into law by President Bush in July 2002, the Company's directors have without success, attempted to obtain independent directors to serve on the Board of Directors and on a newly formed audit committee. In the event the Company is successful in the future in obtaining independent directors to serve on the Board of Directors and on a newly formed audit committee, of which there can be no assurances given, the Board of Directors would first adopt a written charter. Such charter would be expected to include, among other things:

Code of Ethics

Effective March 3, 2003, the Securities & Exchange Commission requires registrants like the Company to either adopt a code of ethics that applies to the Company's Chief Executive Officer and Chief Financial Officer or explain why the Company has not adopted such a code of ethics for purposes of item 406 of Regulations S-K, the term "code of ethics" means written standards that are reasonably designed to deter wrong doing and to promote:

The Company has adopted the aforementioned Code of Ethics.

f) Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of a registered class of our equity securities ("ten-percent shareholders") to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and ten-percent shareholders also are required to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms furnished to us, and written representations that no other reports were required, we believe that during the fiscal year ended November 30, 2008, all of our officers, directors and ten-percent shareholders complied with the Section 16(a) reporting requirements.

ITEM 10 EXECUTIVE COMPENSATION

(a) General

The following current or past Officers or Directors received compensation during fiscal 2009, 2010 or 2011.

2009-none

2010-none

2011-Leonard Stella-Accrued salary only- $307,500-CEO as of July 2013

2011-Yehuda Kops-Accrued salary only- $307,500- CFO as of July 2013

(b) Options/SAR Grants table

None

(c) Long Term Incentive Plan Award Table

None

(d) Compensation of Directors

Directors do not receive any compensation for services as members of the Board of Directors

(e) Employment Contracts and Termination of Employment and Change-in-Control

The company has no employment contracts with any of its executive officers. As indicated above, certain officers received compensation.

(f) Report on Repricing of options/SAR

None

ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 2, 2013, information regarding the beneficial ownership of our common stock based upon the most recent information available to us for

Item 12. Certain Relationships and Related Transactions.

None

Item 13. Financial Statements and Exhibits.

(a)   List of Financial statements filed herewith

GLOBAL BIOTECH CORP.

(A company in the development stage)

Report of Independent Registered Accounting Firm

Balance Sheets November 30, 2011 and 2010

Statement of Operations Year ended November 30, 2011, November 30, 2010 and from inception to November 30, 2011

Statement of Shareholders' Equity From inception to November 30, 2011

Statement of Cash flows years ended November 30, 2011 and November 30, 2010 and from inception to November 30, 2011

Summary of Significant Accounting Policies year ended November 30, 2011

Notes to the Financial Statements year ended November 30, 2011

(b) List of Exhibits.

Reports on Form 8-K

Material Agreement

Appointment, resignation of officers/directors

Item 14. Principal Accountant Fees and Service

Audit Fees

For the fiscal year ended November 30, 2011, the aggregate fees billed for professional services rendered by Chang G. Park, CPA ("independent auditors") for the audit of the Company's annual financial statements totaled approximately $17,000.

Financial Information Systems Design and Implementation Fees

For the fiscal year ended November 30, 2011 there were $-0- in fees billed for professional services by the Company's independent auditors rendered in connection with, directly or indirectly, operating or supervising the operation of its information system or managing its local area network.

All Other Fees

For the fiscal year ended November 30, 2011 there was $0 in fees billed for other service.

Sarbane Oxley Declarations

SIGNATURES

In accordance with the requirement of the Securities Exchange Act, this Annual Report or Amendment was signed by the following persons in the capacities and on the dates stated:

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Global Biotech Corp.

We have audited the accompanying balance sheets of Global Biotech Corp. (the “Company”) as of November 30, 2011 and 2010 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended and for the period from November 2, 1998 (inception) through November 30, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Biotech Corp. as of November 30, 2011 and 2010, and the result of its operations and its cash flows for the years then ended and for the period from November 2, 1998 (inception) through November 30, 2011 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/PLS CPA

_________________________

PLS CPA, A Professional Corp.

August 14, 2013

San Diego, CA. 92111

Registered with the Public Company Accounting Oversight Board

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Balance Sheets

See Notes to the Financial Statements

 GLOBAL BIOTECH CORP.

(A Development Stage Company)

Statements of Operations

See Notes to the Financial Statements

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

From November 2, 1998 (inception) through November 30, 2011

(continued)

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

From November 2, 1998 (inception) through November 30, 2011

(continued)

 See Notes to the Financial Statements

See Notes to the Financial Statements

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Notes to the Financial Statements

As of November 30, 2011

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

GLOBAL BIOTECH CORP. (the ``Company``) was incorporated in the State of Delaware on November 2, 1998 to be an Application Service provider in the E-Health sector. On March 5, 2003 this business was sold and the Company attempted to enter the vehicle tracking market, unsuccessfully. On February 25, 2005 that attempt was discontinued. On August 15, 2007 the Company finalized an Agreement and acquired assets to enter the oxygenated beverage market.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company's policy is to use the accrual method of accounting to prepare and present financial statements, which conforms to US generally accepted accounting principles ("GAAP'). The company has elected a November 30 year- end.

b. Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less and bank indebtedness to be cash and cash equivalents. Highly liquid investments are valued at quoted market prices.

c. Estimates and Adjustments

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the periods presented. Actual results could differ from those estimates.

Significant estimates made by management are, among others, realizability of long-lived assets, and deferred taxes. Management reviews its estimates on a quarterly basis and, where necessary, makes adjustments prospectively.

d. Basis of Presentation and Considerations Related to Continued Existence (going concern)

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company's management intends to raise additional operating funds through operations, and debt or equity offerings. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Notes to the Financial Statements

As of November 30, 2011

e. Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:

Level 1 applies to assets and liabilities for which there are quoted prices in active markets for identical assets or liabilities. Valuations are based on quoted prices that are readily and regularly available in an active market and do not entail a significant degree of judgment.

Level 2 applies to assets and liabilities for which there are other than Level 1 observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 2 instruments require more management judgment and subjectivity as compared to Level 1 instruments. For instance:

Level 3 applies to assets and liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of The Company believes the fair value of its financial instruments consisting of cash, short term investment, and accounts payable approximate their carrying values due to the relatively short maturity of these instruments.

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Notes to the Financial Statements

As of November 30, 2011

f. Property & Equipment

Property is stated at cost. Additions, renovations, and improvements are capitalized. Maintenance and repairs, which do not extend asset lives, are expensed as incurred.

g. Depreciation

Depreciation is provided on a straight-line basis over the estimated useful lives, 5 years for tenant improvements, and 5 - 7 years for equipment.

h. Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the estimated undiscounted cash flows, expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of such assets..

i. Revenue Recognition and Deferred Revenue

The Company's revenues recognized from inception to November 30, 2011 were software consultation. Revenue, in respect of all services described, is recognized on completion of services, when collectability is reasonably assured.

j. Foreign Currency Exchange

We record our transactions in US dollars.

Foreign currency accounts have been translated as follows:

Gains and losses arising from foreign currency translation are included in income.

k. Earning (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC 260 effective November 2, 1998 (inception).

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Notes to the Financial Statements

As of November 30, 2011

Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

l. Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

m. Convertible Debt

In accordance with Codifications topic 470 ”Debt with conversion and Other Options” the Company evaluates debt securities (“Debt”) for beneficial conversion features. A beneficial conversion feature is present when the conversion price per share is less than the market value of the common stock at the commitment date. The intrinsic value of the feature is then measured as the difference between the conversion price and the market value (the “Spread”) multiplied by the number of shares into which the Debt is convertible and is recorded as debt discount with an offsetting amount increasing additional paid-in-capital. The debt discount is accreted to interest expense over the term of the Debt with any unamortized discount recognized as interest expense upon conversion of the Debt. If a debt security contains terms that change upon the occurrence of a future event the incremental intrinsic value is measured as the additional number of issuable shares multiplied by the commitment date market value and is recognized as additional debt discount with an offsetting amount increasing additional paid-in-capital upon the future event occurrence. The total intrinsic value of the feature is limited to the proceeds allocated to the Debt instrument.

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Notes to the Financial Statements

As of November 30, 2011

n. RECENT ACCOUNTING PRONOUNCEMENTS

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $1,097,678 for the year ended November 30, 2011 and a net loss of $3,169,914 during the period from November 2, 1998 (inception) through November 30, 2011. At November 30, 2011 the Company had negative working capital of $1,666,775 and stockholders’ deficit of $1,493,917. 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. SHORT TERM INVESTMENTS

On November 6, 2011, the Company purchased a term deposit in the amount of $183,003 USD, bearing interest rate of 5%, maturing on November 6, 2012. As at November 30, 2011, the Company accrued $8,665 USD of interest income. No withdrawals allowed for first 90 days and 90 days early withdrawal notice needed. Early withdrawal interest rate - 1 ½%.

NOTE 5. PROPERTY & EQUIPMENT

On August 15, 2007 the Company acquired Oxygenation Equipment with a cost of $605,000 in exchange for common shares (see Note 8 & 10).

The Oxygenation Unit will be utilized, approximately Oct/Nov 2013. The Company will then start depreciating it over its estimated useful life of 7 years on the straight line.

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Notes to the Financial Statements

As of November 30, 2011

NOTE 6. BASIC & DILUTED INCOME / (LOSS) PER COMMON SHARE

Basic gain (loss) per common share has been calculated based on the weighted average number of shares of common stock outstanding during the period. Diluted gain (loss) per common share has been calculated based on the weighted average number of shares of common and preferred stock outstanding during the period.

NOTE 7. NOTES PAYABLE

Note payable as of November 30, 2011 and 2010 consist of the following:

There are no beneficial conversion features because the Company has conversion right.

NOTE 8. INCOME TAXES

Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

The net operating loss expires twenty years from the date the loss was incurred. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

GLOBAL BIOTECH CORP.

(A Development Stage Company)

Notes to the Financial Statements

As of November 30, 2011

No portion of the valuation allowance will be allocated to reduce goodwill or other non-current intangible asset of an acquired entity. There are no temporary differences or carry-forward tax effects that would significantly effect the Companies deferred tax asset.

Utilization of the net operating losses and credit carry-forwards may be subject to a substantial annual limitation due to the "change in ownership" provisions of the Internal Revenue Code of 1986. The annual limitation may result in the expiration of net operating losses and credits before utilization. At November 30, 2011 the Company had net operating losses carry-forward of $3,169,914. The tax benefits resulting for these losses have been estimated as follows:

NOTE 9. STOCK TRANSACTIONS

On January 31,2011 the Company issued 7,700,000 restricted common shares in settlement of consulting services in the amount of $154,000. On October 20, 2011 the Company issued 2,103,510 restricted common shares in settlement of consulting services in the amount of $21,035. On November 1, 2011 the Company issued 4,608,390 restricted common shares in settlement of consulting services in the amount of $46,084.

As of November 30, 2011 the Company had 82,073,890 shares of common stock issued and outstanding

NOTE 10. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of November 30, 2011 and 2010:

Common stock, $ 0.0001 par value; 260,000,000 shares and 260,000,000 shares authorized November 30, 2011 and 2010: 82,073,890 shares issued and outstanding as of November 30, 2011 and 67,661,990 as of November 30, 2010.

Preferred Stock, $0.0001 par value; 80,000,000 shares authorized as November 30, 2011 and November 30, 2010. Zero (0) shares issued and outstanding as of November 30, 2011 and 2010.

NOTE 11. SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through the date of issuance of the audited financial statements. During this period, the Company did not have any material recognizable subsequent events.