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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: December 31, ~~2008~~2009

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

For the transition period ~~from____________________________ to________________________________~~from to

Commission ~~file~~File ~~number:~~ No. 000-51529

S2C GLOBAL SYSTEMS, INC.

(~~Exact~~Name ~~name~~ of registrant ~~as specified in its charter~~)

Nevada	13-4226299
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(I.R.S. Employer Identification No.)
105-5119 Beckwith Blvd, San Antonio, TX, USA	78249
of incorporation or organization)
(Address of principal executive offices)	(Zip Code)

~~210~~105-~~561-6015~~5119 Beckwith Blvd., San Antonio, TX USA 78249

(~~Registrant’s~~Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area code~~offices)

~~Securities~~Issuer’s ~~registered~~telephone ~~under Section 12(b) of the Exchange Act~~number: 210-561-6015

~~Title~~Securities ofRegistered ~~each~~pursuant ~~class~~to ~~Common~~Section ~~Stock,~~12(b) ~~par value $.01 per share Name~~ of ~~each exchange on which registered Over-~~the~~-Counter~~ ~~Bulletin Board~~Act: None.

Securities ~~registered~~Registered ~~under~~pursuant to Section 12(g) of the Exchange Act: Common Stock, $.001 par Value

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

. Yes X . No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

. Yes X . No

~~Indicate~~Note by– ~~check~~checking ~~mark whether~~ the ~~registrant~~box ~~(1)~~above ~~has~~will ~~filed~~not ~~all~~relieve ~~reports~~any registrant required to befile ~~filed~~reports bypursuant to Section 13 or 15(d) of the ~~Securities~~ Exchange Act offrom ~~1934~~their ~~during~~obligations ~~the~~under ~~preceding~~those ~~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~~ Sections. ~~£ Yes £ No~~

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.

~~Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation~~ S-K ~~(§ 229~~Yes X .405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. . No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X .

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.

Large accelerated filer .

Accelerated filer .

Non-accelerated filer . (Do not check ifis a smaller reporting company)

Smaller reporting company X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Exchange~~ Act).

. Yes X . No

~~The~~State ~~approximate~~the aggregate market value of the voting and non-voting common equity held by non-affiliates of computed by reference to the ~~registrant~~price at which the common equity was ~~$601~~last sold,~~284~~ asor the average bid and asked price of ~~June 30~~such common equity, ~~2008~~as (of the last business day of the registrant’s most recently completed second fiscal quarter. Our common stock is listed on the Over the Counter Bulletin Board (“OTCBB”), under the symbol “STWG.” The aggregate market value of the issuer’s common stock held by non-affiliates at March 23, 2010 is deemed to be $2,360,025.

AsNote. of– ~~March~~If ~~17,~~a ~~2009,~~determination ~~there~~as ~~were~~to 77whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense,~~334,599~~ ~~shares~~the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, ~~$.001~~provided ~~par~~that ~~value~~the ~~issued~~assumptions ~~and~~are ~~outstanding~~set forth in this Form.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

~~PROCEEDINGS~~PROCEEDING DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:


Class	Outstanding as of March 23, 2010
Common Stock, $.001 par value	100,146,320

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

NONE

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Annual Report on Form 10-K that are not historical facts are "forward-looking statements." Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as "believes," "intends," "plan" "expects," "may," "will," "should," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 1 - "Business" and Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations," as well as elsewhere in this Annual Report and include statements regarding the following: the expected development and potential benefits from our products to consumers, progress in our efforts to develop our facilities and our products and to achieve and maintain regulatory approvals, the potential market demand for our products, our expectations regarding our short- and long-term capital requirements, our outlook for the coming months and information with respect to any other plans and strategies for our business.

The factors discussed herein, including those risks described in Item 1A, and expressed from time to time in our filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this filing, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

INTRODUCTION

Unless otherwise specified or required by context, as used in this annual report, the terms "we," "our," "us" and the "Company" refer collectively to (i) S2C Global Systems, Inc., a Nevada corporation ("S2C").

The Company ~~sells~~is in the process of selling water and water technologies globally.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles (U.S. GAAP).

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

Item 1. Business.

Overview

We were formed as a Nevada corporation on March 19, 2001; originally under the name of Sun Vacation Club, Inc.; on November 21, 2002 the name was changed to United Athletes, Inc. On February 8, 2005, after a reverse merger with S2C Global Systems, Inc. (a private British Columbia, Canada corporation) we changed our name to S2C Global Systems, Inc. with the intent to focus on developing, marketing, and distributing “supplier to consumer” technologies related to water that reduced the cost and carbon footprint of water distribution. As the company has matured, its focus has shifted to the global distribution of water from locations that have abundance to locations that do not, using modern logistics and its distribution technologies.

S2C Global Systems ~~(S2C-Private)~~acquired the ~~private company was incorporated May 2004 after acquiring the~~ intellectual property rights from Will Benedikt for his early version of a 5-gallon water vending system. ~~S2C-Private~~The Company continued with the development of the system and market preparation calling the system the “AquaDuct”. By the fall of 2008 while designing the machines for mass production, S2C completed ~~the~~and ~~product~~tested ~~development~~with inconsumers ~~early~~four ~~2008~~(4) of the three-lane AquaDucts. ~~The~~ ~~Company~~As the AquaDuct system is ~~now~~capital ~~ready~~intensive to ~~mass~~launch ~~produce~~in numbers, its dissemination was put on hold pending the outcome of the global economic recession. Licensing opportunities for the AquaDuct system ~~subject~~have now come available in the United States and West Asia making it potentially viable to ~~funding~~reconsider mass production.

~~The~~In ~~Company~~2008 ~~since~~the ~~its~~Company ~~reverse~~also ~~merger~~initiated ~~with S2C-Private has always had~~ its ~~focus~~bulk in water. Todivision ~~move~~forming ~~forward with the production~~ and ~~dissemination~~retaining of the AquaDucts the Company requires significant capital. Given the economic climate the Company chose to expand its water operations in order to generate the required capital rather than sell more equities further diluting the company. In August 2008 the Company formed a 50% ~~owned~~of ~~joint venture~~ Alaska Resource Management, LLC(“ARM”) a company established to sell and distribute bulk water globally~~. ARM~~ ~~has~~from ~~secured~~its ~~the~~ source ~~water~~ in Sitka , ~~established~~Alaska, ~~links~~USA. S2C ~~with~~earned ~~shipping~~its ~~companies~~50% ~~capable~~position ofby ~~delivering~~contracting ~~seventy~~to ~~million~~bring ~~gallons~~its ofexisting ~~fresh~~bulk water toclients ~~any deep water port in the world~~ and ~~initiated~~develop sales ~~discussions~~channels ~~with~~for ~~several~~new ~~clients~~ones.

S2C promotes itself through its website at www.s2cglobal.com and a series of corporate/sales packages available through the Company. To date the company has little or no revenues.

Alaska Resource Management, LLC

Alaska Resource Management, LLC (“ARM”) has an assignment as of August 2008, of the water export license issued by the City of Sitka, Alaska and granted by the State of Alaska to S2C’s partner in ARM, True Alaska Bottling, Inc. The license is for ~~8960~~8,960 Acre Feet expandable to 37,637 Acre Feet (12.3 Billion US Gallons). weWe pay the city of Sitka $0.01 USD per US gallon and sell the water on board the ship in Sitka, Alaska (FOB) in the range of $0.02- $0.03 USD per US gallon depending on the volume and length of the contract entered into. We then split these funds after loading and operating expenses 50/50 with our partners. The License requires a minimum purchase of water from Sitka of two hundred thousand dollars ($200,000.00 USD) annually. For the 2008 and 2009 license periods ARM was required to make this payment in the absence of a sale.

The market for the water is significant as more than 50% of the world’s population lives in water stressed areas.1 To date we have submitted quotations or been in detailed discussions with ~~groups~~buyers representing ~~buyers~~markets ~~for~~in China, India, Korea, Mexico, Philippines, Saudi Arabia, Thailand , the UAE, and the Southern USA. The export process requires both loading facilities and receiving facilities. Sitka, Alaska is the only bulk export source in the world with a developed deep water port and pipeline to the shoreline capable of loading the large format tanker ships required to move the water economically. Most of the discussions to buy the water focus on offloading and receiving the water, as ~~only a~~ few of the buyers have receiving capabilities in place. The cost of shipping and the lack of offloading facilities are major stumbling blocks to ARM’s success in this endeavor. ARM will have to complete the ship to shore component of the loading process in Sitka, a cost to the company of approximately seven hundred thousand dollars ($700,000.00).

~~S2C~~To asfacilitate ~~part of~~ the sales process S2C has sourced shipping, receiving, and distribution solutions. WeA ~~have~~memorandum ~~provided~~of ~~complete~~understanding ~~solutions~~with toan ~~clients~~Iraq inclient ~~Saudi~~has ~~Arabia~~been ~~and~~secured ~~Mexico~~that ~~including~~envisions ~~using~~the ~~our~~development ~~AquaDuct~~of ~~system~~an ~~for~~off ~~distributing~~loading ~~the~~and water toprocessing ~~consumers~~facility in Iraq. WeThe ~~expect~~company continues to ~~secure~~work ~~the~~through ~~first~~this ~~water~~process ~~export~~to ~~contracts~~establish ~~within~~the ~~this~~best ~~year~~possible ~~primarily~~outcome ~~because~~for the ~~need~~sale isof sowater ~~great~~into Iraq.

AquaDuct System

Bottled water has had an unprecedented growth cycle over the last ~~twenty~~thirty ~~five~~ years, globally. The technologies used to deliver packaged water to consumers have changed very little during this period and ~~relative~~contribute significantly to the ~~volumes~~end ~~being sold are very inefficient~~price. The original premise behind the AquaDuct was to reduce the distribution cost and carbon footprint of 5-Gallon bottled water ~~by reducing handling and freight costs~~.

The S2C AquaDuct is a scalable vending unit capable of accepting empty 5-gallon and 2.5 gallon jugs and distributing full 5-gallon and 2.5 gallon jugs. The ~~Aquaduct~~AquaDuct is a replacement for in-store retail distribution systems. Current systems employed in North America by producers, distributors and retailers of 5-gallon/2.5 Gallon bottled water are labor intensive. Staff unload/load the bottled water from the production line to warehousing, from warehousing to trucks, from trucks to transfer stations, from transfer stations to smaller trucks, from these trucks to the home, offices and retailers. The retailers then unload the trucks to storage from storage to the store floor, from the store floor to customer’s cars. The returned empty bottles go through a reverse cycle of that previously described. Bottles are moved using a combination of fork lift operators, laborers and drivers.

~~Current~~The ~~systems~~S2C ~~employed~~System eliminates all of the labor involved except for the truck driver; the number of drivers is reduced overall because of just in ~~North~~time ~~America~~inventory bymanagement, ~~producers~~the AquaDucts storage capabilities and better logistics. The labor is not needed with the S2C System because machines move the bottles through the AquaDuct racking system, ~~distributors~~into the trucks and ~~retailers~~eventually into the AquaDucts. The S2C System is a three part system comprised of: (1) 5an in-~~gallon~~plant system that takes the prepackaged goods from the line into an integrated storage/loading system; (2.5) ~~Gallon~~an ~~bottled~~integrated ~~water~~truck ~~are~~storage/loading ~~labor~~system; ~~intensive~~and (3) a retail vending unit. ~~Staff~~The ~~unload/load~~vending ~~the~~unit ~~bottled~~sits ~~water~~in ~~from~~an accessible parking lot where an individual can drive up in their car, stop in front of the ~~production~~unit, ~~line~~retrieve totheir ~~warehousing~~empty 5-gallon water jug if they have one, ~~from~~touch ~~warehousing~~the toATM/POS ~~trucks~~Screen, ~~from~~select ~~trucks~~the totransaction ~~transfer~~they ~~stations~~want i.e. return or no return, ~~from~~swipe ~~transfer~~their ~~stations~~bank tocard, ~~smaller~~enter ~~trucks~~their ~~from~~pin, ~~these~~place ~~trucks~~the toreturn bottle in the ~~home~~return door, ~~offices~~retrieve the full bottle, put it in the car and ~~retailers~~drive away. The ~~retailers~~truck ~~then~~system ~~unload~~has a drop down over and under conveyor that hooks up at the ~~trucks~~plant toor ~~storage~~AquaDuct ~~from~~loading ~~storage~~door on one end and to the ~~store~~continuous ~~floor,~~loop ~~from~~racking system in the ~~store~~truck. ~~floor~~Full tobottles ~~customer’s~~push ~~cars~~empty bottles either out of the AquaDuct or out of the truck. The ~~returned~~Plant ~~empty~~system ~~bottles~~runs gofrom the production line through athe ~~reverse~~continuous ~~cycle~~loop ofracking ~~that~~system ~~previously~~all ~~described.~~the ~~Bottles~~way ~~are~~to ~~moved~~the loading doors using a ~~combination~~system of ~~fork~~conveyors. The ~~lift~~Company ~~operators~~has designed all aspects of the three part system, ~~laborers~~utilizing the same technology in all three however we have only built and ~~drivers.~~tested the parking lot unit.

~~The~~ S2C ~~System~~owns ~~eliminates~~the ~~all~~intellectual ofproperty rights related to the ~~labor~~AquaDuct ~~involved~~System ~~except~~and ~~for~~intends ~~the~~to ~~truck~~generate ~~driver;~~revenue through the ~~number~~sale of ~~drivers~~the isconsumer ~~reduced~~product ~~overall~~to ~~because~~the ofend ~~just~~user inand ~~time~~licensing ~~inventory~~its ~~management,~~technologies ~~the~~to ~~AquaDucts~~bottlers. ~~storage~~The ~~capabilities~~AquaDuct system went through several variations in its development and ~~better~~market ~~logistics~~testing. The ~~labor~~Company isbelieves ~~not~~it ~~needed~~has ~~with~~matured the ~~S2C~~system ~~System~~to ~~because~~the ~~machines~~point ~~move~~where ~~the~~it ~~bottles~~can ~~through~~now ~~the~~be ~~AquaDuct~~mass ~~racking~~produced ~~system~~rather than be constructed one at a time. The main rational is twofold, ~~into~~mass production reduces the ~~trucks~~cost of an individual AquaDuct as much as forty (40%) percent and ~~eventually~~any market we go into ~~the~~will require hundreds of AquaDucts to be effective.

The S2C System is a three part system comprised of: (1) an in-plant system that takes the prepackaged goods from the line into an integrated storage/loading system; (2) an integrated truck storage/loading system; and (3) a retail vending unit. The vending unit sits in an accessible parking lot where an individual can drive up in their car, stop in front of the unit, retrieve their empty 5-gallon water jug if they have one, touch the ATM/POS Screen, select the transaction they want i.e. return or no return, swipe their bank card, enter their pin, place the return bottle in the return door, retrieve the full bottle, put it in the car and drive away. The truck system has a drop down over and under conveyor that hooks up at the plant or Aquaduct loading door on one end and to the continuous loop racking system in the truck. Full bottles push empty bottles either out of the Aquaduct or out of the truck. The Plant system runs from the production line through the continuous loop racking system all the way to the loading doors using a system of conveyors.

S2C owns the intellectual property rights related to the AquaDuct System and intends to generate revenue by selling the consumer product to the end user and licensing its technologies.

The AquaDuct system went through several variations in its development and market testing. The Company believes it has matured the system to the point where it can now be mass produced rather than be constructed one at a time. The main rational is twofold, mass production reduces the cost of an individual AquaDuct as much as forty(40%) percent and any market we go into will require hundreds of AquaDucts to be effective.

_____________________________

http://www.nationmaster.com/red/graph/env_wat_sev_wat_str-environment-water-severe-stress&b_map=1

Governmental Regulation Affecting the AquaDuct System

S2C may be affected by jurisdictional regulators in regards to the following:

Financial transaction equipment – the Point of Sale (POS) equipment in order to offer credit card, debit card and prepaid cash card payment options. Bank and financial regulators establish protocols for electronic funds transfer, equipment used in the transfer process must be certified by the provider of the transfer network. This can affect the cost of each vending unit, operating costs and delays in supply.

Vending equipment licenses – typically vending equipment is licensed at the state or municipal level and regulated through zoning bylaws as to where the equipment can and cannot be installed. This will limit availability as to where S2C can install its equipment and may limit access to certain markets.

Food handling regulation – a variety of governmental regulations govern food safety and handling. For S2C, the prime concern is safe storage of the products it intends to sell in the vending system. Each of the vending units must be tamper proof and climate controlled to insure safe distribution.

Transportation regulation – various regulations dictate the size of shipments on public highways. S2C’s ~~Aquaduct~~AquaDuct vending unit has been designed to comply with North American transport regulation with regard to size and weight so they may be freely shipped to market without restriction.

Electrical and mechanical product standards – a variety of public safety departments dictate electrical and mechanical standards to ensure product safety. Safety underwritings such as Underwriters Laboratories (UL) or Canadian Standards Association (CSA) are required on some components used in the ~~Aquaduct~~AquaDuct. The Company intends to use UL/CSA approved components where required. Where underwriter’s labels are absent or additional inspection is required under local jurisdiction the appropriate approvals will be obtained prior to installation. The Company’s inability to obtain an underwriting or certification from a required laboratory or association will limit the ability to place the S2C Systems in the market. The ~~Aquaduct~~AquaDuct currently has electrical certification from the Electrical Safety Authority, a body responsible for public electrical safety in Ontario, Canada.

Governmental Regulation Affecting Alaska Resource Management

ARM may be affected by jurisdictional regulators in regards to the following:

Federal Export Regulations- the export of water from Alaska is governed by State and Federal regulations. The City of Sitka currently has an export license granted by the state.

Environmental regulation- the completion and operation of the water loading facility is subject to regulations covering the marine environment. Although no issues are expected regulations will need to be followed in regards to the development and operation of the loading facilities.

AquaDuct Competition

The Company’s research indicates there are no existing automated vending systems in existence for pre-packaged 5-gallon bottled water; however there are several vending systems for u-fill bulk bottled water. These include Glacier Water (AMEX-HOO) and Culligan. There have also been innovations in racking systems and return bottle collection such as that presented by Primo Water.

The existing distribution system used by Nestles’ or DANONE Waters of North America is similar to that used by most bottler/distributors. itIt consists of bottle handling robots, forklifts, pallet /racking systems, warehousing, freight trucks, transfer stations, delivery trucks and in store racking. The existing in plant systems require significant capital to setup, manpower to operate, and other significant operating costs such as fuel. S2C’s ~~Aquaduct~~AquaDuct system can eliminate the cost of the forklifts and operators, robots, pallets/racking, delivery trucks and operators and the transfer stations. Estimates by S2C’s management put the distribution costs ~~under~~based on labor and fuel costs using the ~~Aquaduct~~AquaDuct system as much as 65% lower than ~~the~~any ~~existing~~traditional distribution ~~costs~~system.

Currently, 5-gallon pre-packaged bottle water is available at grocery stores, big box stores, and gas stations in racks,. ~~the~~The customer buying the water has to carry his empty bottle through the store to the customer service counter to get a credit note, pick up a new bottle in the store and carry the 42 pound bottle back to his car,/.The ~~the~~AquaDuct ~~Aquaduct~~ system ~~sits~~intends to sit in a single parking stall, at any of these locations or a variety of others where consumers can drive right up to the machine offering a competitive level of convenience. The ~~Aquaducts~~AquaDuct’s ability to compete for these locations will come down to having the space for the ~~Aquaduct~~AquaDuct and the drive up convenience for loading and unloading.

Human Resources

S2C’s employees are its CEO, Alejandro Bautista and its CFO Joe Dickson. The US and Canadian subsidiaries employs as its President, Roderick Bartlett and as its corporate secretary/office administrator, Jenny Chen. As required, the Company hires independent contractors or out sources to appropriate companies.

Bulk Water Competition

There are currently no existing suppliers of bulk water for export except for a regional player, Turkey. Turkey has built a $150 million water export hub at the mouth of its Manavgat River, which flows into the Mediterranean near Antalya. Converted oil tankers fill up with either refined or unrefined water from the river and deliver it to regional buyers. Israel signed a 20-year deal in 2002 to buy 50 million cubic meters of water a year by ship from Turkey for a price of up to $1 billion (approx. $0.076 per US Gallon). Israel would prefer a pipeline that could deliver water steadily, but the pipeline would have to pass through its arch-enemy, Syria.

Desalinization is the main alternative most water stressed countries have adopted. The cost of desalinized water besides the infrastructure cost is the cost of electricity, the environmental costs and more controversial, costs related to health. The quoted costs for desalinization typically only includes the production costs just under a penny per gallon. It is very difficult to establish the real cost of desalinated water, however with Israel being one of the world leaders in desalinated water paying over seven cents per gallon is a strong indicator that water delivered from Alaska at a similar price can compete.

Personnel

S2C’s employees are its CEO, Alejandro Bautista, its CFO Joe Dickson and its Senior Vice-president of Business development , South and West Asia, Shahhid Vohra. The US and Canadian subsidiaries employs as its President/managing partner, Roderick Bartlett and as its corporate secretary/office administrator, Jenny Chen. As required, the Company hires independent contractors or out sources to appropriate companies.

Item 1A. Risk Factors.

We are a new type of business, and as such our Management has limited experience in designing, manufacturing and marketing water and water distribution systems, making an investment in S2C is risky. If we are unable to successfully design, manufacture and market our water and water distribution systems, then we will not be successful as a business. It will be difficult for you to evaluate an investment in our stock since our operating history is limited to developing a business plan and initial placement of our systems in limited test markets. As a young company, we are especially vulnerable to any problems, delays, expenses and difficulties we may encounter while implementing our business plan. We have not proven the essential elements of profitable operations, and you will be furnishing venture capital to us and will bear the risk of complete loss of your investment if we are not successful.

Our independent auditor has expressed doubts about our ability to continue as a going concern. If we are unable to implement our business plan and distribute our water and water distribution systems, we will be unable to move beyond the development stage. We are a development stage company as defined in ~~Financial~~ASC ~~Accounting~~Topic ~~Standards Board Statement No~~915. 7. We are devoting substantially all of our present efforts in establishing a new business. We have not commenced any operations to date other than the design and manufacture of prototypes of our water distribution system which has been installed in limited test markets and the establishment of potential markets for the bulk water. These factors raise substantial doubt about our ability to continue as a going concern.

If we cannot absorb the costs associated with being a public company your investment may be jeopardized. In order to maintain our status as a public company, we must comply with the Securities and Exchange Commission’s periodic reporting requirements. The periodic reports require legal and accounting expertise that is often costly. If we cannot maintain our public company status and keep our periodic reports current, you may not be able to liquidate your shares. Costs associated with being a public company are much higher than those of a private company. S2C, a new start-up in early development, has chosen public registration before the business has developed a predictable cash flow. There are present registration expenses and future legal and accounting expenses, future reporting requirements to the SEC, future exchange listing requirements, and future investor relation costs that must be borne by a public company but not by a private company. These costs can be a burdensome expense and could adversely affect our financial survival. Sarbanes-Oxley Act of 2002 disclosure requirements are time consuming and burdensome. The onerous regulatory costs, reporting requirements, and management details, which must be met when registering and maintaining a public company may make the economic viability of S2C very doubtful.

If we are unable to market ~~the~~our ~~installation~~waters ofor ~~our~~ water distribution system we will have no further potential sources of revenue and will be unsuccessful in implementing our business plan. We ~~recently~~currently ~~placed~~have ~~into~~no ~~storage~~signed ~~the~~purchase ~~four~~orders ~~AquaDuct~~for ~~systems~~the wewaters ~~built. In~~or ~~order~~licensing todeals ~~continue~~on ~~our~~the ~~business,~~technology. itIf isthe ~~necessary~~company ~~that~~does wenot ~~identify~~complete ~~and~~the ~~place~~sales ~~our~~process ~~systems~~it inwill ~~additional key markets this requires capital. Currently, we~~ have ~~not~~no ~~entered~~future ~~into~~earnings ~~any~~and ~~agreements~~your ~~for~~investment ~~any~~in ~~additional~~the ~~system~~company ~~placements~~may ~~because~~be ofat ~~the lack of capital~~risk.

If we are unable to develop component supplier and assembly agreements we will be unable to manufacture our water distribution systems. We do not intend to operate any manufacturing facilities but rather intend to establish component supplier agreements and assembly crews. At this time we have not entered into any agreements for the manufacture of our systems. There is no assurance that we will be able to successfully negotiate long-term agreements with component suppliers or assemblers at a reasonable price or upon acceptable terms.

If we are unable to compete in the water distribution industry we will have to abandon our business plan and you may lose your entire investment in S2C. We operate in the highly competitive area of water distribution. We face intense competition from both major and other independent bottled-water companies in seeking to acquire key markets for distribution. Many of our competitors have financial and other resources substantially greater than ours, and some of them are fully integrated bottling and distributing companies. Many of these companies not only own the natural spring water, but also bottle, distribute and market bottled-water and other products on a regional, national or worldwide basis. These companies may be able to pay more for marketing and may be able to define, evaluate, bid for and install a greater number of water distribution systems than our financial or human resources permit. In addition, such companies may have a greater ability to continue to develop new prototypes for improved distribution systems. Our ability to market and install our water distribution systems in the future will be dependent upon our ability to target key markets, to license our patented systems to other companies and individuals, and to consummate transactions in a highly competitive environment.

If we are unable to compete in the water distribution industry we will have to abandon our business plan and you may lose your entire investment in S2C. We operate in the highly competitive area of water distribution. We face intense competition from both major and other independent bottled-water companies in seeking to acquire key markets for distribution. Many of our competitors have financial and other resources substantially greater than ours, and some of them are fully integrated bottling and distributing companies. Many of these companies not only own the natural spring water, but also bottle, distribute and market bottled-water and other products on a regional, national or worldwide basis. These companies may be able to pay more for marketing and may be able to define, evaluate, bid for and install a greater number of water distribution systems than our financial or human resources permit. In addition, such companies may have a greater ability to continue to develop new prototypes for improved distribution systems. Our ability to market and install our water distribution systems in the future will be dependent upon our ability to target key markets, to license our patented systems to other companies and individuals, and to consummate transactions in a highly competitive environment.

The manufacture, licensing, placement and management of water distribution systems involves substantial risks that may result in a total loss of investment. The business of implementing our water distribution systems involves a substantial risk of investment loss that even a combination of experience, knowledge and careful evaluation may not be able to overcome. If any water distribution system that we license or place into service is not productive, we will not recognize any revenue from it. Our revenue will depend entirely on implementing water distribution systems that are economically productive.

We may suffer losses or incur liability for events that we or the third-party operator of a water distribution system have chosen not to insure against. Although management believes the third-party operator of any water distribution system in which we may license will acquire and maintain appropriate insurance coverage in accordance with standard industry practice, we may suffer losses from uninsurable hazards or from hazards, which we or the third-party operator have chosen not to insure against because of high premium costs or other reasons. We may become subject to liability for pollution, fire, flood or explosion against which we cannot insure or against which we may elect not to insure. Such events could result in substantial damage to our water distribution systems and other property and personal injury. The payment of any such liabilities may have a material adverse effect on our financial position.

We may be subject to governmental regulations which could adversely affect the cost of our business. In order to implement our business plan we may be subject to the following jurisdictional regulations:

Financial transaction equipment – the Aquaduct incorporates Automated Teller Machine (ATM)/Point of Sale (POS) equipment in order to offer credit card, debit card and prepaid cash card payment options. Each Aquaduct besides selling 5-gallon bottled water is a drive-up ATM. Bank and financial regulators establish protocols for electronic funds transfer, equipment used in the transfer process must be certified by the provider of the transfer network. This can affect the cost of each vending unit, operating costs and delays in supply.

Financial transaction equipment – the AquaDuct incorporates Automated Teller Machine (ATM)/Point of Sale (POS) equipment in order to offer credit card, debit card and prepaid cash card payment options. Each AquaDuct besides selling 5-gallon bottled water is a drive-up ATM. Bank and financial regulators establish protocols for electronic funds transfer, equipment used in the transfer process must be certified by the provider of the transfer network. This can affect the cost of each vending unit, operating costs and delays in supply.

If£ Federal weExport ~~are~~Regulations- ~~unable to meet~~ the ~~requirements~~export of ~~the~~water ~~above~~from ~~listed~~Alaska ~~jurisdictional~~is ~~requirement~~governed weby ~~may~~State beand ~~unable~~Federal toregulations. ~~provide~~The ~~our~~City ~~water~~of ~~distribution~~Sitka ~~systems~~currently athas aan ~~profit~~export tolicense granted by the ~~Company~~state.

We may not be able to obtain adequate financing to continue our operations. We have relied in the past primarily on the sale of equity capital to fund working capital and the development of our water distribution systems. Failure to generate operating cash flow or to obtain additional financing could result in delay or cause indefinite postponement of future expansion into key markets, development of relationships with third-party licensee prospects with the possible loss of our existing systems. We will require significant additional capital to fund our future activities and to service current and any future indebtedness. Our failure to find the financial resources necessary to fund our planned activities and service our debt and other obligations could adversely affect our business.

£ Environmental regulation- the completion and operation of the water loading facility is subject to regulations covering the marine environment. Although no issues are expected regulations will need to be followed in regards to the development and operation of the loading facilities.

If we are unable to meet the requirements of the above listed jurisdictional requirement we may be unable to provide our water distribution systems at a profit to the Company.

We may not be able to obtain adequate financing to continue our operations. We have relied in the past primarily on the sale of equity capital and debt instruments to fund working capital and the development of our water distribution systems. Failure to generate operating cash flow or to obtain additional financing could result in delay or cause indefinite postponement of future expansion into key markets, development of relationships with third-party licensee prospects with the possible loss of our existing systems. We will require significant additional capital to fund our future activities and to service current and any future indebtedness. Our failure to find the financial resources necessary to fund our planned activities and service our debt and other obligations could adversely affect our business.

We may have difficulty managing growth in our business. Because of our small size, growth in accordance with our business plans, if achieved, will place a significant strain on our financial, technical, operational and management resources. As we expand our activities and increase the number of systems we are evaluating or in which we participate, there will be additional demands on our financial, technical and management resources. The failure to continue to upgrade our technical, administrative, operating and financial control systems or the occurrence of unexpected expansion difficulties, including the recruitment and retention of experienced managers could have a material adverse effect on our business, financial condition and results of operations and our ability to timely execute our business plan.

Our stock is subject to the Penny Stock rules, which impose significant restrictions on the Broker-Dealers and may affect the resale of our stock. Our stock is subject to Penny Stock trading rules, and investors will experience resale restrictions and a lack of liquidity. A penny stock is generally a stock that:

- is not listed on a national securities exchange or Nasdaq;

- is listed in "pink sheets" or on the NASD OTC Bulletin Board;

- has a price per share of less than $5.00; and

- is issued by a company with net tangible assets less than $5 million.

The penny stock trading rules impose additional duties and responsibilities upon broker-dealers and salespersons effecting purchase and sale transactions in common stock and other equity securities, including:

- determination of the purchaser's investment suitability;

- delivery of certain information and disclosures to the purchaser; and

- receipt of a specific purchase agreement from the purchaser prior to effecting the purchase transaction.

Due to the Penny Stock rules, many broker-dealers will not effect transactions in penny stocks except on an unsolicited basis. When our common stock becomes subject to the penny stock trading rules,

- such rules may materially limit or restrict the ability to resell our common stock, and

- the liquidity typically associated with other publicly traded equity securities may not exist.

It is possible that a liquid market for our stock will never develop and you will not be able to sell your stock. There is no assurance an active market will be made in our stock. If no active market exists, you will not be able to sell your shares publicly, making your investment of little or no value.

Shares of stock eligible for sale by our stockholders may decrease the price of our stock. There are, 77one hundred million one hundred and forty six thousand three hundred and twenty (100,~~334~~146,~~599~~320) total shares issued and outstanding. Potentially, all 77one hundred million one hundred and forty six thousand three hundred and twenty (100,~~334~~146,~~599~~320) shares could be sold on the open market, subject to Rule 144 limitations for sales by corporate insiders. If the shareholders sell substantial amounts of our stock, then the market price of our stock could decrease.

Our officers and directors are limited in the time they can devote to our operations. If management is unable to devote such time as is adequate to the successful implementation of our business plan, then we will not succeed in our operations. Our officers and directors currently maintain outside employment that is full time, which limits the amount of time they can devote to our operations. It is expected that our officers and directors will devote approximately 20 hours per week to our business. Further, regulatory requirements of a public company will require management attention to the details of public company governance and compliance that will take time away from S2C’s daily operations. As our only employees, Mr. Bautista and Mr. Dickson are critical to our success. We do not intend to purchase Key Man Insurance for our officers and directors.

Our officers and directors are limited in the time they can devote to our operations. If management is unable to devote such time as is adequate to the successful implementation of our business plan, then we will not succeed in our operations. Our officers and directors currently maintain other business interests, which limits the amount of time they can devote to our operations. Further, regulatory requirements of a public company will require management attention to the details of public company governance and compliance that will take time away from S2C’s daily operations. As our only employees, Mr. Bartlett, Mr. Vohra, Ms. Chen, Mr. Bautista and Mr. Dickson are critical to our success. We do not intend to purchase Key Man Insurance for our officers and directors at this time.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company owns no real estate. The company has established a lease relationship for its corporate office located at 105-5119 Beckwith Blvd., San Antonio, TX USA 78249. We occupy ~~approximately~~a ~~500~~single ~~square~~office ~~feet~~ and share common areas as a sub tenant on a lease that ~~expires~~expired February 2010 atand is now month to month. This space has a cost of nine-hundred dollars ($900 USD) per month. The Canadian subsidiary has a lease for office/warehouse space at #4-12342-82A Ave, Surrey B.C. which ~~was~~has ~~renegotiated~~reverted ~~through~~to ~~February~~a ~~2009 We~~month ~~have~~to amonth lease. ~~for~~This ~~one~~space ~~parking~~bares ~~stall~~a atcost ~~each~~ of ~~four~~sixteen ~~locations~~hundred ~~being~~and ~~Mega~~twenty-five ~~Centre~~dollars ~~Notre~~Canadian ~~Dame,~~($1625.00 ~~Montréal,~~CDN) ~~Quebec,~~per ~~Strawberry~~month. The ~~Hill~~AquaDuct ~~Mall~~units ~~Surrey,~~are ~~British~~located ~~Columbia~~in ~~and~~storage ~~Landsdowne~~yards ~~Center,~~in ~~Richmond~~Montreal, ~~British~~Houston ~~Columbia~~ and ~~one~~Vancouver inat ~~Houston,~~a ~~Texas~~cost of approximately one hundred ($100.00 USD) dollars per month per machine.

Item 3. Legal Proceedings.

Our company is not a party to any bankruptcy, receivership or other legal proceeding, and to the best of our knowledge, no such proceedings by or against S2C Global Systems, Inc. ~~have~~are ~~been threatened~~pending. ~~S2C’s~~There ~~Canadian~~are ~~subsidiary~~outstanding ~~received~~accounts apayables ~~small~~in ~~claim~~the ~~action~~Canadian ~~regarding~~subsidiary athat ~~disputed~~if ~~billing~~not ~~this~~resolved ~~file~~or ismanaged ~~now~~could result in ~~mediation.~~claims actions.

Item 4. Submission of Matters to a Vote of Security Holders.

None

PART II

~~Equity~~Our ~~Securities~~common stock is listed on the OTC Bulletin Board under the symbol “STWG”. There is currently little or no trading volume for our securities. As of March 23, 2010 the Company had approximately ninety eight (98) active and disclosed shareholders owning 100,146,320 shares of its issued and outstanding common stock.

Our common stock is listed on the OTC Bulletin Board under the symbol STWG. There is currently little or no trading volume for our securities. As of March 17, 2009, the Company had approximately 125 active and disclosed shareholders owning 77,334,599 shares of its issued and outstanding common stock.


	CLOSING BID					CLOSING ASK
2009	High			Low		High		Low

January 2 through March 31	.055			.011		.06		.03
April 1 through June 30	.039			.011		.04		.02
July 1 through September 30	.152			.025		.155		.035
October 1 through December 31	.115			.03		.1195		.0345

		CLOSING BID			CLOSING ASK
2008		High	Low		High		Low

January 3 through March 31		.05	.027		.185		.08

April 2 through June 29		.131	.07		.14		.08

July 2 through September 28		.094	.027		.095		.03

October 1 through December 31		.065	.025		.07		.03.

	CLOSING BID		CLOSING ASK
2008	High	Low	High	Low
January 3 through March 31	.05	.072	.185	.08
April 2 through June 29	.131	.07	.14	.08
July 2 through September 28	.094	.027	.095	.03
October 1 through December 31	.065	.025	.07	.03.

	CLOSING BID		CLOSING ASK
2007	High	Low	High	Low
January 3 through March 31	.18	.072	.185	.08
April 3 through June 30	.131	.07	.14	.08
July 3 through September 29	.094	.027	.095	.03
October 2 through December 29	.065	.025	.07	.03

The above quotations, as provided by Pink Sheets, LLC, represent prices between dealers and do not include retail mark-up, markdown or commission. In addition, these quotations do not represent actual transactions.

~~The~~S2C ~~above~~has ~~quotations~~not paid any dividends since its inception, asand ~~provided~~it byis ~~Pink~~not ~~Sheets~~likely that any dividends on its common stock will be declared at any time in the foreseeable future. Any dividends will be subject to the discretion of the Company’s Board of Directors, ~~LLC~~and will depend upon, ~~represent~~among ~~prices~~other ~~between~~things, ~~dealers~~the operating and dofinancial ~~not~~condition ~~include~~of ~~retail~~S2C ~~mark-up,~~its ~~markdown~~capital orrequirements ~~commission~~and general business conditions. InOur ~~addition~~ability to pay dividends is also subject to limitations imposed by Nevada law. Under Nevada law, ~~these~~dividends ~~quotations~~may dobe ~~not~~paid ~~represent~~to ~~actual~~the ~~transactions~~extent that a corporation’s assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business. There can be no assurance that any dividends on S2C common stock will be paid in the future.

S2C has not paid any dividends since its inception, and it is not likely that any dividends on its common stock will be declared at any time in the foreseeable future. Any dividends will be subject to the discretion of the Company’s Board of Directors, and will depend upon, among other things, the operating and financial condition of S2C its capital requirements and general business conditions. Our ability to pay dividends is also subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that a corporation’s assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business. There can be no assurance that any dividends on S2C common stock will be paid in the future.

Item 6. Selected Financial Data.

Not Applicable

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operations should be read in conjunction with the Financial Statements and the related notes included elsewhere in this report on Form 10-K. Descriptions of all documents incorporated by reference herein or included as exhibits hereto are qualified in their entirety by reference to the full text of such documents so incorporated or referenced. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those under “Risk Factors That May Affect Future Results” and elsewhere in this report.

Executive Summary and Outlook for Fiscal Year 2009

The Company’s mission through 2008 was to establish a non-dilutive, ongoing source of cash flow in order to facilitate the growth of the Company’s water distribution technologies. In late 2007 the Company had established that the sale of Bulk Water might be a source of ongoing cash flow. It took until the third quarter of 2008 to secure the first bulk water source, the waters for sale at Sitka, Alaska. S2C formed a partnership with True Alaska Bottling Corp.(TAB) in an Alaska State limited liability corporation; Alaska Resource Management LLC (“ARM”). In ARM, TAB vended in their license from the city of Sitka for 3.3 billion gallons annually expandable to over 12 billion gallons and the Company agreed to vend in bulk water buyers. S2C has also loaned fifty-thousand ($50,000) dollars to the minimum required sale under the license.

Management’s time was split between “mothballing” the Aqua Duct technology, pushing forward the sale of bulk water globally and raising capital enough to maintain the company. The Company placed the four existing AquaDucts in storage to reduce the current operating costs, until the Company has the money to place a minimum of twenty AquaDucts in one market at one time and promote the same. As part of selling the bulk water many of the clients have expressed interest in using the S2C AquaDuct system to distribute the bulk water to consumers. The known water clients of S2C have all been approached with the details of the source water from Sitka and additional leads are being sought. In total the Company raised over $300,000 for the year.

The start of 2009 has been hampered with the uncertainties of the global financial crisis and the inauguration of a new US president. Many clients took a wait and see attitude before committing resources to the purchase of bulk water and the related systems. Given these restraints S2C will be cautious in its outlook for 2009 assuming at best that possibly only one of the world’s clients for bulk water will step up and contract for our water; that being said to break even this year we need to sell 103 million gallons. Based on the inquiries and quotations given to date we believe we can exceed our breakeven position and obtain operating status.

Sales & Marketing. We have relied on third party intermediaries for introductions to clients of our bulk water. This process can work however it leaves us out of touch with our potential clients and their needs. The Company is now contacting directly potential governments and industries to develop the necessary contacts and sales relationships. We expect to sell out the existing water license over the next two years and an additional forty (40) billion gallons annually.

There are no direct sales efforts other than our website for the distribution technology however all presentations for the bulk water that require distribution of the water in a packaged format for drinking include the Aqua Duct.

Investor Relations. The Company now has 77,334,599 shares issued and outstanding of which approximately half are on deposit and free trading. The shares currently trade daily in the three to four cent range providing the Company with a market capitalization of two million seven hundred thousand ($2,700,000) dollars.

Investor relations are conducted by the CEO, CFO or President . We maintain open communications with our shareholders talking with them and keeping them informed about the progress of the company. Informational press releases are disseminated through wire services in a timely manner and the website is updated to present as much information about the company as is practical. No investor relations firms are currently under contract or contemplated rather the Company is now focusing its efforts on broker by broker relationships throughout the United States.

Finance and Administration. The Company has continued to keep its overhead costs to a minimum while it looks to finalize sales of its bulk water to generate the necessary cash flow to be an operating company. As part of establishing the Company as an operating company the Company has identified that its markets will be best served from the United States. The company moved its head office to San Antonio, Texas effective September 13, 2008. As part of this process a new Chief Financial Officer was engaged based in New York state effective in July 2008 and on September 14, 2008 a new CEO, Alejandro Bautista, was appointed .

Conclusion The Company is at the transition point of going from a development stage company to an operating stage company, however significant cash needs to be generated to complete this process, the sale of bulk water will accomplish this for the Company. The Company has created opportunities both domestically and internationally that will establish S2C Global as a leader in both bulk water sales and retail distribution technologies specifically as they relate to bottled water.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

You should carefully consider the risk factors set forth above, as well as the other information contained in this filing. This filing contains forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the risk factors section and elsewhere in this filing identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made in this report.

~~Period~~Executive ~~from~~Summary ~~December~~and ~~31,~~Outlook ~~2007~~for toFiscal ~~December~~Year ~~31, 2008~~2010

~~Revenues~~S2C Global throughout 2009 focused its resources on selling the water available under the license held by its partially owned subsidiary Alaska Resource Management LLC. ~~The~~ ~~Company~~This ~~generated~~involved ~~$271~~developing relationships and access to governments in ~~sales~~countries ~~revenue~~that ~~for~~we ~~the~~identified ~~twelve~~as ~~months~~being ~~ended~~water ~~December~~stressed ~~31,~~with ~~2008~~the ~~compared~~financial ability to ~~$988~~pay. ~~for~~The sales process also included identifying the ~~same~~most ~~period~~cost ineffective ~~2007~~way to distribute the waters from Alaska to these target countries.

The team charged with selling and distributing the waters consisted of the company’s CFO, Joe Dickson who assumed the role of selling into the domestic US markets and the ARM managing partner Rod Bartlett who took on international sales. Subsequently, Shahhid Vohra was brought in to focus on the West and South Asia market after making several strong introductions along with his shipping background. The results for 2009 are limited at best with a memorandum being signed for water sales into the Republic of Iraq. There was interest from other parties throughout west Asia, Mexico and California.

In almost every sales discussion the main obstacle to buying the water has been the lack of infrastructure to receive the volumes of water we were discussing. The business model that makes the most economic sense is to utilize large food grade tankers, similar to a VLCC class vessel capable of carrying in excess of seventy-nine million (79,000,000) US gallons. These ships will deliver the Alaska waters to a regional hub (the “Hub”) for distribution in a variety of formats and volumes. After spending more than a year in preparing this process the company will be establishing a new subsidiary responsible for the first hub in West Asia. Strategic partners have been found for land, infrastructure, packing, shipping and finance.

Provided we can secure the land in the appropriate deepwater port, financing to develop the same and finalize pre-sales from that hub equal to sixty-two million dollars ($62,000,000 USD) approximately one-third of its first years forecast. Then we will proceed throughout the balance of 2010 to build the hub and complete on the first sales. Multiple sites are in contention for the first Hub all capable of meeting the company’s criteria of political stability, appropriate land tenure, and favorable tax treatment. Equity partners have been sought for up to twenty-million dollars ($20,000,000 USD) of the budgeted fifty-million dollars ($50,000,000 USD) with the balance being secured through debt providers. Favorable discussions have been had on both debt and equity. Having said this no financing agreements are completed or in place and none may ever be completed The Iraq requirements previously discussed could meet the pre-sale requirements however the Hub is being located in the middle of one and a half billion (1,500,000,000) people living in water stressed lands.

The outlook for 2010 is promising if one assumes the successful launch of the Hub. The Company intends to retain 75% of this subsidiary and also receives earnings as this subsidiary buys its waters from ARM of which the Company will retain 50% of the net earnings from the water sales after retiring any associated debt.

In 2010 we anticipate bringing the AquaDuct system back to life, as we are in discussions with large bottling groups in both the United States and India that wish to beta test our technology with their clients. Provided we are successful we intend to license them with our technology throughout their markets. Revenue streams will come from licensing the technology, sales of actual systems and ongoing royalties.

Sales & Marketing. Shahhid Vohra and Rod Bartlett are primarily responsible for generating sales through direct contact with prospective buyers. Both have traveled extensively over the last year meeting with business persons and government officials from many countries. To date all parties met continue their interest and await commitments from the Company.

The website was refreshed this year with a greater focus on the bulk water business. Additionally the company’s letter head and logo went through an update. A bulk water PowerPoint with animation was also created for direct presentations.

Investor Relations. Stephen Van Deventer was retained for an additional year ending in March 2010 to communicate with the shareholders and potential investors of the company. Stephen engaged throughout the year several groups known for their extensive client base and interest in water based stocks. Overall Stephen and the agencies engaged did a good job to disseminate information in a timely manner about the Company and communicate with shareholders/investors.

We now have one hundred million one hundred and forty six thousand three hundred and twenty (100,146,320) shares issued and outstanding of which approximately seventy percent are free trading. The shares currently trade daily in the two to three cent range providing the Company with a market capitalization between two and three million dollars.

Direct Investor relations are conducted by the CEO, CFO or subsidiary President. We maintain open communications with our shareholders talking with them and keeping them informed about the progress of the company. Informational press releases are disseminated through wire services in a timely manner and the website is updated to present as much information about the company as is practical. No investor relations firms are currently under contract or contemplated until such time as the company successfully launches the Hub.

Finance and Administration. The Company has had no significant changes in its finance or administrative practices over the past year. We have retained the same management team, administrator, accounting firm and auditors. Overheads have been maintained at the lowest levels possible with only the administrator, accountants and auditors receiving cash compensation. Despite using stock compensation with the management team, the Company has been able to attract and retain high quality individuals to oversee its Finance and administrative functions.

Conclusion Despite little or no revenues since its inception the Company has managed its affairs in such a manner that it has maintained its status as a reporting issuer and a company with significant prospects for the future. We have manageable liabilities and assets that upon the completion of developed sales channels will attract significant goodwill.

The Company believes it is on the verge of solving a significant global issue related to water haves and have not’s and as a result will reap the financial benefits of the same. Using modern logistics and our proprietary distribution systems S2C Global Systems, Inc. should deliver water from the source in Alaska to the consumer in a water stressed country near the equator in 2010.

Period from January 1, 2009 to December 31, 2009

Revenues. The Company generated $0 in sales revenue for the twelve months ended December 31, 2009 compared to $271 for the same period in 2008.

Total Operating Expenses

General and Administrative

General and administrative expenses consist primarily of salaries and related costs for our executive, administrative, finance and management personnel, as well as support services and professional service fees. These expenses ~~decreased~~increased from $ 1653,~~144,375~~344 in the twelve months ended December 31, ~~2007~~2008 to $~~653~~1,~~344~~080,204 in the twelve months ended December 31, ~~2008~~2009. The ~~decrease~~increase in general and administrative expenses primarily was driven by ~~decreased~~increased management and consulting expense and ~~decreased~~increased repairs.

Loss from Operations

Our loss from operations was ($~~940~~1,~~376~~148,106) for the twelve months ended December 31, ~~2008~~2009 while our loss from operations was ($~~879~~940,~~217~~376) for the twelve months ended December 31, ~~2007~~2008.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations to date primarily through the sale of equity and debt securities as we generated negative cash flow from operations prior to fiscal ~~2007~~2008 and for the twelve months ended December 31, ~~2008~~2009. Our principal liabilities at December 31, ~~2008~~2009 consisted of accounts payable, loans payable, sale of future earnings, demand promissory notes, ~~and~~ convertible promissory notes and funds to Alaska Resource Management.

Net cash used in operating activities was ($161,450) for the twelve months ended December 31, 2009 compared with net cash used in operating activities of ($289,142) for the twelve months ended December 31, 2008. Net cash provided by financing activities was $315,683 in the twelve months ended December 31, 2008 compared with $180,805 of cash provided by financing activities in the twelve months ended December 31, 2009. The cash provided by financing activities in the twelve months ended December 31, 2009 was $10,478 from loans, $0 from convertible notes, $24,000 from the sale of future earnings and $152,000 from the sale of shares while repaying a demand note of $5,673. In the twelve months ended December 31, 2008, financing activities raised $5,911 from a loan payable, $26,352 from convertible notes, $175,000 from the sale of future earnings and $120,000 from the sale of shares while repaying a demand note of $11,580.

~~Net~~We expect our future liquidity position to meet our anticipated cash ~~used~~needs infor ~~operating~~working ~~activities~~capital ~~was~~and ~~($289~~capital expenditures,~~142)~~ for at least the ~~twelve~~next 12 months ~~ended~~to ~~December 31,~~be ~~2008~~met ~~compared~~by ~~with~~raising ~~net~~capital. Since the cash ~~used~~generated infrom ~~operating~~our ~~activities~~operations ofis ~~($438~~insufficient to satisfy our cash needs,~~342)~~ ~~for~~we ~~the~~are ~~twelve months~~required ~~ended~~to ~~December~~raise ~~31,~~additional ~~2007~~capital. ~~Net~~Because ~~cash~~we ~~provided~~will byraise ~~financing~~additional ~~activities~~funds ~~was~~through ~~$523~~the issuance of equity securities,~~695~~ inour ~~the~~stockholders ~~twelve~~may ~~months~~experience ~~ended~~significant ~~December 31~~dilution. Furthermore, ~~2007~~additional ~~compared~~financing ~~with~~may ~~$315,683~~not ofbe ~~cash~~available ~~provided~~when bywe need it or, if available, financing ~~activities~~may innot ~~the~~be ~~twelve~~on ~~months~~terms ~~ended~~favorable ~~December 31,~~to ~~2008.~~us ~~The~~or ~~cash~~to ~~provided~~our bystockholders. If financing ~~activities~~is innot ~~the~~available ~~twelve~~when ~~months~~required ~~ended~~or ~~December~~is ~~31,~~not ~~2008~~available ~~was~~on $5acceptable terms,~~911~~ ~~from~~we ~~loans,~~may ~~$26,352~~be ~~from~~unable ~~convertible~~to ~~notes,~~develop ~~$175~~or enhance our products or services. In addition,~~000~~ ~~from~~we ~~the~~may ~~sale~~be unable to take advantage of ~~future~~business ~~earnings~~opportunities or respond to competitive pressures. Any of these events could have a material and ~~$120~~adverse effect on our business,~~000~~ results of operations and financial condition.

from the sale of shares. In the twelve months ended December 31, 2007, financing activities raised $65,087 from a loan payable and $520,500 from the sale of shares while repaying a demand note of $61,892.

We expect our future liquidity position to meet our anticipated cash needs for working capital and capital expenditures, for at least the next 6 months to be met by raising capital. Since the cash generated from our operations is insufficient to satisfy our cash needs, we are required to raise additional capital. Because we will raise additional funds through the issuance of equity securities, our stockholders may experience significant dilution. Furthermore, additional financing may not be available when we need it or, if available, financing may not be on terms favorable to us or to our stockholders. If financing is not available when required or is not available on acceptable terms, we may be unable to develop or enhance our products or services. In addition, we may be unable to take advantage of business opportunities or respond to competitive pressures. Any of these events could have a material and adverse effect on our business, results of operations and financial condition.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not required by smaller reporting companies.

Item 8. Financial Statements and Supplementary Data.

See Financial Statements following the signature page of this report.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

By action of the Registrant's Board of Directors on March 9, 2009, MacKay LLP, Independent Registered Public Accounting Firm, the independent registered public accounting firm who had been engaged as the principal accountant to audit the Registrant's financial statements, was dismissed.

On March 9, 2009, the Board of Directors of the Registrant approved the engagement of Pritchett, Siler & Hardy, PC, Certified Public Accountants, as the new independent registered public accounting firm.

During the fiscal year ended December 31, 2008 and the subsequent interim periods until the change, there were no disagreements with MacKay LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MacKay LLP would have caused them to make reference in connection with their report to the subject matter of the disagreement, and MacKay LLP has not advised the Company of any reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The report of independent registered public accounting firm of MacKay LLP as of and for the year ended December 31, 2007, did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principle. The report contained a "going concern" modification.

During the year ended December 31, 2008, and through March 9, 2009, the Company did not consult with Pritchett, Siler & Hardy, PC regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

~~Item 9A. Controls and Procedures.~~12

~~None~~Item 9A(T). Controls and Procedures.

12Evaluation of Disclosure Controls and Procedures. We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2009. The evaluation was conducted under the supervision and with the participation of management, including our chief executive officer and chief financial officer. Disclosure controls and procedures mean our controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of disclosure controls and procedures includes an evaluation of some components of our internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the management report that is set forth below. We did not make any changes in our internal controls over financial reporting during our recent fiscal quarter.

~~Item~~The ~~9A(T)~~evaluation of our disclosure controls and procedures included a review of their objectives and design, our implementation of the controls, and the effect of the controls on the information generated for use in this Form 10-K. ~~Controls~~In the course of the controls evaluation, we sought to identify any past instances of data errors, control problems, or acts of fraud and ~~Procedures~~sought to confirm that appropriate corrective actions, including process improvements, were being undertaken. This evaluation is performed on a quarterly basis so that the conclusions of management, including the chief executive officer and chief financial officer, concerning the effectiveness of our disclosure controls and procedures can be reported in our periodic reports.

~~Evaluation~~Our ofchief ~~Disclosure~~executive ~~Controls~~officer and ~~Procedures. Our~~chief ~~management,~~financial ~~with~~officer ~~the~~have ~~participation~~concluded, ofbased ~~our~~on ~~President,~~the ~~evaluated~~evaluation of the effectiveness of ~~our~~the disclosure controls and procedures ~~as of the end of the period covered~~ by ~~this~~our ~~report.~~management, ~~Based on~~ that ~~evaluation,~~as ~~our~~of ~~President~~December ~~concluded~~31, ~~that~~2009, our disclosure controls and procedures ~~as of the end of the period covered by this report~~ were not effective ~~such~~due ~~that the information required~~ to ~~be disclosed by us in reports filed under~~ the ~~Securities~~material ~~Exchange~~weaknesses ~~Act~~described ~~of 1934 is (i) recorded, processed, summarized and reported within the time periods specified~~ in ~~the SEC~~Management’s ~~rules~~Report ~~and~~on ~~forms~~Internal ~~and~~Control ~~(ii) accumulated~~over ~~and~~Financial ~~communicated~~Reporting ~~to our management, including our President, as appropriate to allow timely decisions regarding disclosure~~below. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s ~~Annual~~ Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in ~~Rule~~ Rules 13a-15(f) ~~under~~and 15d-15(f) of the Exchange Act). ~~Our~~Internal ~~internal~~ control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes ofin ~~accounting~~accordance ~~principles~~with generally accepted inaccounting ~~the~~principles. ~~United~~Internal ~~States.~~ control over financial reporting includes those policies and procedures that:

~~Because~~a) pertain ofto ~~its~~the ~~inherent~~maintenance ~~limitations,~~of ~~internal~~records ~~control over financial reporting may not prevent or detect misstatements. Therefore~~that, ~~even~~in ~~those systems determined to be effective can provide only~~ reasonable ~~assurance of achieving their control objectives. Furthermore~~detail, ~~smaller~~accurately ~~reporting companies face additional limitations. Smaller reporting companies employ fewer individuals~~ and ~~find~~fairly itreflect ~~difficult~~transactions ~~to properly segregate duties. Often, one or two individuals control every aspect of the Company’s operation~~ and ~~are~~dispositions ~~in a position to override any system~~ of ~~internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.~~assets;

~~Our~~b) provide ~~management,~~reasonable ~~with~~assurance ~~the~~that ~~participation~~transactions ofare ~~the~~recorded ~~President,~~as ~~evaluated~~necessary ~~the~~to ~~effectiveness~~permit preparation of ~~the Company’s internal control over~~ financial ~~reporting~~statements asin ofaccordance ~~December 31,~~with ~~2008. In~~generally ~~making~~accepted ~~this~~accounting ~~assessment~~principles,~~our~~ ~~management~~and ~~used~~that ~~the~~receipts ~~criteria~~and ~~set~~expenditures ~~forth~~are bybeing ~~the~~made ~~Committee~~only ~~of Sponsoring Organizations of the Treadway Commission (COSO)~~ in ~~Internal~~accordance ~~Control —~~with ~~Integrated~~authorizations ~~Framework. Based~~of ~~on this evaluation, our~~ management, ~~with~~and the ~~participation~~board of ~~the~~directors; ~~President, concluded that, as of December 31, 2008, our internal control over financial reporting was not effective.~~and

~~Specifically, management identified the following control deficiencies. (1~~c) provide ~~The~~reasonable ~~Company~~assurance ~~has~~regarding ~~not~~prevention ~~properly~~or ~~segregated~~timely ~~duties~~detection asof ~~its~~unauthorized ~~President initiates~~acquisition, ~~authorizes~~use, ~~and~~or ~~completes~~disposition all transactions. The Company has not implemented measures that would prevent the President from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the President is aware of ~~his~~assets responsibilities under the SEC’s reporting requirements and personally certifies the financial reports. In addition, the Company engaged a financial consultant to review all financial transactions to determine that ~~they~~could have ~~been~~a ~~properly~~material ~~recorded~~effect inon the financial statements. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. The Company does not think that this control deficiency has resulted in deficient financial reporting because the Company has implemented a series of manual checks and balances to verify that previous reporting periods have not been improperly modified and that no unauthorized entries have been made in the current reporting period.

~~Accordingly,~~Because ~~while~~of ~~the~~their ~~Company~~inherent ~~has~~limitations, ~~identified~~any ~~certain material weaknesses in its~~ system of internal control over financial reporting may not prevent or detect misstatements. Also, itprojections ~~believes~~of ~~that~~any itevaluation ~~has~~of ~~taken~~effectiveness ~~reasonable~~to ~~steps~~future periods are subject to ~~ascertain~~the risk that ~~the~~controls ~~financial~~may ~~information~~become ~~contained~~inadequate because of changes in ~~this~~conditions, ~~report~~or isthat ~~reliable~~the degree of compliance with the policies or procedures may deteriorate.

Our management, including the chief executive officer and chief financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2009, based on the framework defined in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Material Weaknesses. Based on our evaluation under COSO, management concluded that our internal control over financial reporting was not effective as of December 31, 2009, due to control deficiencies in two areas that we believe should be considered material weaknesses. A material weakness is defined within the Public Company Accounting Oversight Board's Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as its President initiates, authorizes, and completes all transactions. The Company has not implemented measures that would prevent the President from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the President is aware of his responsibilities under the SEC’s reporting requirements and personally certifies the financial reports. In addition, the Company engaged a financial consultant to review all financial transactions to determine that they have been properly recorded in the financial statements. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. The Company does not think that this control deficiency has resulted in deficient financial reporting because the Company has implemented a series of manual checks and balances to verify that previous reporting periods have not been improperly modified and that no unauthorized entries have been made in the current reporting period.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is reliable.

Limitations on Effectiveness of Controls and Procedures. Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are 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 the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Item 9B. Other Information.

There are no further disclosures. All information that was required to be disclosed in a Form 8-K during the fourth quarter of ~~2008~~2009 has been disclosed.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the name, age, position and office term of each executive officer and director of the Company as of March 23, 2010..

Name	Age	Position	Director or Officer Since
Alejandro Bautista	5253	Chief Executive Officer,	February 2005
		President and Director
Joe Dickson	5355	Chief Financial Officer	July 2008
		and Director
Tina VanderHeyden	5458	Director	October 2006
Mark Lambert	5354	Director	October 2006

~~Our director and executive officer has not, during the past five years:~~14

~~o had~~Our ~~any~~directors ~~bankruptcy~~and ~~petition~~executive ~~filed~~officers byhave ~~or against any business of which such individual was a general partner or executive officer~~not, ~~either~~during at the ~~time~~past offive ~~the bankruptcy or within two~~ years ~~prior to that time,~~:

~~o been convicted in a criminal proceeding and is not subject to a pending criminal proceeding,~~·

~~o been~~had ~~subject to~~ any ~~order,~~bankruptcy ~~judgment~~petition orfiled ~~decree,~~by ~~not subsequently reversed, suspended~~ or ~~vacated,~~against of any ~~court~~business of ~~competent~~which ~~jurisdiction,~~such ~~permanently~~individual orwas ~~temporarily~~a ~~enjoining,~~general ~~barring,~~partner ~~suspending~~ or ~~otherwise~~executive ~~limiting his involvement in any type of business~~officer, ~~securities,~~either ~~futures, commodities or banking activities; or~~at ~~been~~the ~~found~~time ~~by a court~~ of ~~competent jurisdiction (in a civil action),~~ the ~~Securities~~bankruptcy ~~Exchange Commission~~ or ~~the~~within ~~Commodity~~two ~~Futures~~years ~~Trading~~prior ~~Commission~~ to ~~have~~that ~~violated a federal or state securities or commodities law~~time, ~~and the judgment has not been reversed, suspended or vacated.~~

been convicted in a criminal proceeding and is not subject to a pending criminal proceeding,

been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or been found by a court of competent jurisdiction (in a civil action), the Securities Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Business Experience

All officers hold their positions at the will of the Board of Directors. All directors hold their positions for one year or until their successors are elected and qualified.

Set forth below is certain biographical information regarding the Company’s executive officers and directors:

Alejandro Bautista. Mr. Bautista has a degree in Business Administration from Instituto Technologico Y De Estudios Superiores De Monterrey, with over 25 years of senior management experience in plant operations, international market development, import, export, sales, marketing and public relations. From 1985 to 1987, Mr. Bautista was the executive director and was fundamental in the growth of Grupo Industrias Petrus S.A. Mr. Bautista was a founding investor in the private company S2C Global Systems and has been instrumental in organizing a potential relationship with Durosa, SA, a mass production facility in Monterey, Mexico. From 1989 through 2000, Mr. Bautista ~~spent~~served as the head of a family manufacturing business, Granitos Naturales S.A. and Granitos Naturales of North American, Inc. which is based in Laredo, Texas. His business experience during this period included import and export, manufacturing, marketing, administration and finance. Since 2000, Mr. Bautista is the owner and CEO of Promotora Activa De Puebla, a land development business in Mexico.

Joseph F. Dickson, Chief Financial Officer and Director, 5355 years of age: Joseph Dickson iswas ~~and~~previously ~~will continue as~~ the Chief Operating Officer of Innovation Fuels, Inc out of ~~Albany~~Syracruse, NY leading the company’s bio-diesel plant operation and project development efforts ~~since~~from Sept. 2007 until December 2009. Mr. Dickson was the Director of Entrepreneurship at Syracuse University, Syracuse, NY from Feb 2006 to Sept. 2007, the COO, Integrated Defense Systems, Inc., Glen Rock, PA from June 2005 to Jan. 2006 and the COO, Drug Risk Solutions, LLC a drug discovery company from June 2000 to June 2005. Mr. Dickson has 30 years of business experience in new ventures, business plan execution, organizational management, and operations. He has a background in high tech product design and development, manufacturing, and sales and marketing to commercial and military markets gained while working at GE and other high tech companies. He started and successfully financed two companies in the microelectronics and information technology industries. He has an undergraduate degree in chemistry and an MBA.

Tina VanderHeyden. Tina Vanderheyden is renowned as the co-producer of Andrew Lloyd Webber's The Phantom of the Opera and CATS; productions that dominated Toronto and Canada's commercial theatre scene for 15 years. In addition to her work as a promoter and producer of theatre, concerts and events, Tina assists corporate, institutional and private sector clients meet their fundraising, marketing and sales goals. Tina is currently the Director of Development for the Canadian Film Centre and serves on a number of Boards, including Allura International Inc.

Mark Lambert. Mark Lambert is a senior level executive focused in the water industry having spent 9 years with US Filter Corporation one of the leading water technologies companies (now Siemens Water Technologies) and 6 with Water Industry Solutions. Mark Lambert is skilled in profit and loss management, strategic planning, finance, operations and distribution, sales and marketing leadership. Mr. Lambert is an adept strategist with solid negotiation and financial modeling skills, international business acumen including 2 years overseas assignment.

Significant Employees Who Are Not Executive Officers

~~None~~Rod Bartlett, President, of our two subsidiaries and managing partner of Alaska Resource Management has over 30 years of experience in business development. Rod was a founding shareholder of S2C Global Systems, Inc.. and has been instrumental in bringing it through the regulatory and business development process. Rod is heavily involved in the negotiations related to securing future business for the company. During the last decade, Rod has been active in the public markets. ActionView International (advertising), Quest Oil (oil & gas), and TransAct Energy Corp (power production) are a few of the companies that he has been instrumental in developing and taking them to the next level.

Shahhid Vohra, Senior Vice President Business Development, began his career as the main promoter of SAI SHIPPING CO (P) LTD in 1977, a closely owned company in the business as Shipping Agents and Chartering Brokers in India with head office in Bombay. Mr. Vohra moved into his own yacht building and sales company Platinum Super Yachts in the 90’s and continued to expand his network throughout Europe and Asia. In 2004 he moved himself and his family to Canada in 2009 he started working with S2C Global Systems bringing his international contacts of rulers, investors and industrialists.

Family Relationships

There are no family ~~relationship~~relationships between the members of our board of directors or officers.

Audit Committee and Audit Committee Financial Expert

Upon establishing S2C Global as an operating company our board of directors intends to establish an audit committee, a compensation committee and a nominating and corporate governance committee. Our board may establish other committees from time to time to facilitate the management of our company.

Audit Committee Financial Expert

Our board of directors currently acts as our audit committee. Because we have not commenced significant operations to date, our Board of Directors is still in the process of finding an "audit committee financial expert" (as defined in Regulation S-K) and directors that are "independent" (as that term is used in Section 10A of the Securities Exchange Act).

Audit Committee

Our audit committee will oversee a broad range of issues surrounding our accounting and financial reporting processes and audits of our financial statements, including by (1) assisting our board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our independent auditor's qualifications and independence and the performance of our internal audit function and independent auditors, (2) appointing, compensating, retaining and overseeing the work of any independent registered public accounting firm engaged for the purpose of performing any audits, reviews or attest services, and (3) preparing the audit committee report that may be included in our annual proxy statement or annual report on Form 10-K. We will have at least three directors on our audit committee, each of whom will be independent under the requirements of the NASDAQ Capital Market, the Sarbanes-Oxley Act and the rules and regulations of the SEC.

Other Committees of the Board

Compensation Committee. Our compensation committee will review and recommend our policies relating to compensation and benefits for our executive officers and other significant employees, including reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers, evaluating the performance of our executive officers relative to goals and objectives, determining compensation for these executive officers based on these evaluations and overseeing the administration of our incentive compensation plans. The compensation committee will also prepare the compensation committee report that may be included in our annual proxy statement or annual report on Form 10-K. We will have at least two directors on our compensation committee, each of whom will be independent under the requirements of the NASDAQ Capital Market.

Nominating and corporate governance committee. Our nominating and corporate governance committee will (1) identify, review and recommend nominees for election as directors, (2) advise our board of directors with respect to board composition, procedures and committees, (3) recommend directors to serve on each committee, (4) oversee the evaluation of our board of directors and our management, and (5) develop, review and recommend corporate governance guidelines and policies. We will have at least two directors on our nominating and corporate governance committee, each of whom will be independent under the requirements of the NASDAQ Capital Market.

Code of Ethics We have recently adopted a Code of Ethics and Business Conduct authorizing the establishment of a committee to ensure that our disclosure controls and procedures remain effective. Our Code also defines the standard of conduct expected by our officers, directors and employees. ~~The Code is filed as an exhibit to this report.~~

Beneficial Ownership Reporting Compliance

Based solely on its review of the copies of such reports received by the Company, and on written representations by the Company's officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, the Company believes that, with respect to its fiscal year ended December 31, 2009, all of the Company's officers and directors, and all of the persons known to the Company to own more than ten percent (10%) of the Common Stock, complied with all such reporting requirements except as follows: Mr. Dickson was late filing a Form ID and the Form 4s’ representing five transactions.

Item 11. Executive Compensation.

The following table sets forth certain summary information concerning the compensation paid or accrued for each of the Registrant’s last three completed fiscal years to the Registrant’s or its principal subsidiaries chief executive officers and each of its other executive officers that received compensation in excess of $100,000 during such period (as determined at December 31, ~~2008~~2009, the end of the Registrant’s last completed fiscal year).

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Roderick Bartlett, CEO	2006	-0-	-0-	140,000	-0-	-0-	-0-	-0-	140,000
Alejandro Bautista, CEO	2008	-0-	-0-	140,000	-0-	-0-	-0-	-0-	140,000
	2007	-0-	-0-	152,000	-0-	-0-	-0-	-0-	152,000
	2009	-0-	-0-	48,000	-0-	-0-	-0-	-0-	48,000
	2008	150,000	-0-	-0-	-0-	-0-	-0-	-0-	150,000
Joe F. Dickson, CFO	2008	-0-	-0-	19,200	-0-	-0-	-0-	-0-	19,200
Harold Forzley, CFO	2006	-0-	-0-	70,000	-0-	-0-	-0-	-0-	70,000
	2009	-0-	-0-	54,000	-0-	-0-	-0-	-0-	54,000
	2007	-0-	-0-	120,000	-0-	-0-	-0-	-0-	120,000
	2008	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in cash compensation set out above which would in any way result in payments to any such person’s termination of employment with the Company or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

Compensation of Directors

There are no written agreements to compensate any of the directors for their services, however, during the year the company paid directors 25,000 common shares per quarter for their services in acting as a director of the company.

NAME		NUMBER OF SHARES RECEIVED
Roderick Bartlett		75,000
Harold Forzley		75,000
Alejandro Bautista		100,000
Joe F. Dickson		100,000
Tina VanderHeyden		100,000
Mark Lambert		100,000

~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder~~17

16Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~Matters~~The following table sets forth as of March 23, 2010, the name and the number of shares of the Registrant’s Common Stock, par value $ .001 per share, held of record or beneficially by each person who held of record, or was known by the Registrant to own beneficially, more than 5% of the 100,146,320 issued and outstanding shares of the Registrant’s Common Stock, and the name and shareholdings of each director and of all officers and directors as a group.

The following table sets forth as of March 17, 2009, the name and the number of shares of the Registrant’s Common Stock, par value .001 per share, held of record or beneficially by each person who held of record, or was known by the Registrant to own beneficially, more than 5% of the 77,334,599 issued and outstanding shares of the Registrant’s Common Stock, and the name and shareholdings of each director and of all officers and directors as a group.



Title of	Name and Address of	Amount and Nature of	Percentage of Class
Class	Beneficial Owner	Beneficial Ownership

Common	Joe Dickson (1)	1,225,000	1.22%
	2345 Tucker Rd.
	New Woodstock, NY

Common	Alejandro Bautista (1)	3,920,313	3.91%
	40 Eton Green
	San Antonio, Tx
	78257

Common	Tina VanderHayden (2)	375,000	0.37%
	235 St. Clair Avenue West
	Ste. 507
	Toronto On M4V 1R4

Common	Mark Lambert (2)	225,000	0.22%
	1451 Santa Fe Dr.
	Encinitas, CA 92024

Total Officer and Directors as		5,745,313	5.74%
A Group – Four people

Title of	Name and Address of	Amount and Nature of	Percentage of Class
Class	Beneficial Owner	Beneficial Ownership
Common	Roderick Bartlett (1) (3)	0	0%
	12342 82A Ave.
	Surrey, BC Canada V3W 0L6
Common	Joe Dickson (1) (3)	600,000	.78%
	2345 Tucker Rd.
	New Woodstock, NY
Common	Harold Forzley (1)	3,753,000	4.87%
	520-700 West Pender
	Vancouver, BC
	V6E 4A2
Common	Alejandro Bautista (2)	2,620,313	3.40%
	40 Eton Green
	San Antonio, Tx
	78257
Common	Tina VanderHayden (2)	275,000	0.36%
	235 St. Clair Avenue West
	Ste. 507
	Toronto On M4V 1R4
Common	Mark Lambert (2)	125,000	0.16%
	1451 Santa Fe Dr.
	Encinitas, CA 92024
Total Officer and Directors as		7,373,313	9.56%
A Group – Five people

(1) Officer and director.

(12) ~~Officer and director.~~Director

~~(2)~~There ~~Director~~are no contracts or other arrangements that could result in a change of control of the Company.

There are no contracts or other arrangements that could result in a change of control of the Company.

Our policy is that a contract or transaction either between the Company and a director, or between a director and another company in which he is financially interested is not necessarily void or void-able if the relationship or interest is disclosed or known to the board of directors and the stockholders are entitled to vote on the issue, or if it is fair and reasonable to our company.

S2C borrowed a total of $87,907.41 under convertible notes from 0685797 BC Ltd., d/b/a Trigate Financial Corporation, a company 50% owned and controlled by our former President, Mr. Roderick Bartlett and 50% owned and controlled by a shareholder, Cameron King. The notes are unsecured and bear interest at a rate of 15% per annum. Prior to December 31, 2006, the notes were convertible into shares of common stock of the Company at a rate of $.10. The conversion feature of the notes has expired as at December 31 2006 and they are no longer convertible. The company has also borrowed money under Demand Promissory Notes for $81,673.77 that accrues interest at 12% per annum. These notes were settled in July 2007 with the issuance of common stock.

At December 31, ~~2008~~2009 there was a total of $~~150~~137,~~876~~891 (~~2007~~2008 – $68150,~~550~~439) included in accounts payable for amounts owing to officers and companies controlled by current and former directors of the Company.

Item 14. Principal Accounting Fees and Services.

~~There~~The ~~were no~~ fees for services billed by Pritchett, Siler, & Hardy to the Company in ~~2008~~the &last ~~2007~~two fiscal years were as follows:


		Twelve months ended on		Twelve months ended on
		December 31, 2009		December 31, 2008

Audit Fees	$	28,074	$	0

Audit-Related Fees	$	0	$	0

Tax Fees	$	0	$	0

All Other Fees	$	0	$	0

Total Fees	$	28,074	$	0

The fees for services billed by Mackay LLP to the Company in the last two fiscal years were as follows:

		Twelve months ended on		Twelve months ended on
		December 31, 2008		December 31, 2007
		December 31, 2009		December 31, 2008
Audit Fees	$	~~24,000~~0	$	2024,000
Audit-Related Fees	$	~~13,300~~0	$	013,330
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0
Total Fees	$	~~37,300~~0	$	2037,~~000~~300

Audit Fees. These fees were comprised of professional services rendered in connection with the audit of our consolidated financial statements for our annual report on Form 10-K and the review of our quarterly consolidated financial statements for our quarterly reports on Form 10-Q that are customary under auditing standards generally accepted in the United States.

Audit Committee Pre Approval Policies and Procedures

The Company does not have an audit committee and is in search of qualified candidates to form such committee. As a result, the Company does not have any pre-approval policies or procedures for audit or non-audit services.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Index to Financial Statements and Financial Statement Schedules

The following audited consolidated financial statements are included on the pages indicated:

F-1 Report of Pritchett, Siler & Hardy, P.C. Certified Public Accountants

F-2 Consolidated Balance ~~Sheet~~Sheets as of December 31, ~~2008~~2009 and ~~2007~~2008

F-3 Consolidated Statements of Operations for the years ended December 31, ~~2008~~2009 and ~~2007~~2008

F-4 Consolidated Statements of ~~Changes in Shareholders~~Stockholders' Equity (Defecit) for the years ended December 31, ~~2008~~2009 and ~~2007~~2008

F-5 Consolidated Statements of Cash Flows for the years ended December 31, ~~2008~~2009 and ~~2007~~2008

F-6 Notes to Consolidated Financial Statements

1819

(b) Exhibits

Exhibit Number	Title	Location
Exhibit 3(i)	Articles of Incorporation	*
Exhibit 3(ii)	Bylaws	*
Exhibit 31	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
Exhibit 31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
Exhibit 32	Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **	Attached
Exhibit 31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached
Exhibit 32.1	Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **	Attached
Exhibit 32.2	Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **	Attached

* Incorporated by reference.

**The Exhibit attached to this Form 10-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

S2C GLOBAL SYSTEMS, INC.

By /s/ Alejandro Bautista

CEO and President

Date ~~April~~March 1531, ~~2009~~2010

By /s/ Joe F. Dickson

Chief Financial Officer

Date March 31, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ Alejandro Bautista

~~CEO, President and~~ Director

Date ~~April~~March 1531, ~~2009~~2010

By /s/ Joe F. Dickson

~~CFO~~Date ~~and~~March ~~Director~~31, 2010

Date April 15, 2009

By /s/ Tina VanderHeyden

Director

Date ~~April~~March 1531, ~~2009~~2010

By /s/ Mark Lambert

Director

Date ~~April~~March 1531, ~~2009~~2010

1921

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Consolidated Financial Statements

(Presented in US dollars)

December 31, ~~2008~~2009

F-1

~~_________________________________________________________________________________________________~~S2C GLOBAL SYSTEMS, INC. (A Development Stage Enterprise) Consolidated Financial Statements (Presented in US dollars) December 31, 2009

S2C GLOBAL SYSTEMS, INC.


Report of Independent Registered Public Accounting Firm	F-3

Consolidated Balance Sheets	F-4

Consolidated Statements of Operations	F-5

Consolidated Statement of Stockholders’ Equity (Deficit)	F-6 – F-8

Consolidated Statements of Cash Flows	F-9 – F-10

Notes to the Consolidated Financial Statements	F-11 – F-27

(A Development Stage Enterprise)

Consolidated Financial Statements

(Presented in US dollars)

_________________________________________________________________________________________________

December 31, 2008

_________________________________________________________________________________________________

Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets	F-5
Consolidated Statements of Operations	F-6
Consolidated Statement of Stockholders’ Equity (Deficit)	F-7
Consolidated Statements of Cash Flows	F-10
Notes to the Consolidated Financial Statements	F-11

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

S2C Global Systems, Inc. &and Subsidiaries

San Antonio, Texas

We have audited the accompanying consolidated balance ~~sheet~~sheets of S2C Global Systems, Inc. and Subsidiaries [a development stage ~~company~~enterprise] as of December 31, 2009 and 2008 and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December 31, ~~2008~~2009 and for the period from inception on May 6, 2004 through December 31, ~~2008~~2009. S2C Global Systems, Inc. and Subsidiaries’ management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of S2C Global Systems, Inc., Inc. & Subsidiary for the period from inception on May 6, 2004 through December 31, 2007 were audited by other auditors whose report, dated April 10, 2008, expressed an unqualified opinion on those statements and included an explanatory paragraph expressing concern about the Company’s ability to continue as a going concern. The financial statements as of December 31, 2007 reflect an accumulated deficit of $3,132,098. The other auditors’ report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such prior periods, is based solely on the report of the other auditors.

We conducted our ~~audit~~audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, ~~based on our audit and~~ the ~~report of the other auditors, the consolidated~~ financial statements referred to above present fairly, in all material respects, the financial position of S2C Global Systems, Inc. and Subsidiaries as of December 31, 2009 and 2008 and the results of ~~their~~its operations and ~~their~~its cash flows for each of the years in the two-year period ended December 31, ~~2008~~2009 and for the period from inception on May 6, 2004 through December 31, ~~2008~~2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming S2C Global Systems, Inc. and Subsidiaries will continue as a going concern. As discussed in Note 1 to the financial statements, S2C Global Systems, Inc. and Subsidiaries has incurred losses since its inception and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ PRITCHETT, SILER & HARDY, P.C.

PRITCHETT, SILER & HARDY, P.C.

Salt Lake City, Utah

~~April~~March 1531, ~~2009~~2010

F-3

Report of Independent Registered Public Accounting Firm


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Consolidated Balance Sheets
(Presented in US dollars)

			December 31,
			2009		2008

ASSETS
Current
	Cash	$	4,417	$	8,077
	Accounts receivable		11,609		14,899
	Due from government agencies		906		66
	Prepaid expenses		1,500		6,016
	Advances to related party		-		985

			18,432		30,043

Investment in and advances to joint venture			-		21,217

Equipment, net			10,458		13,160

		$	28,890	$	64,420

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current
	Accounts payable and accrued liabilities	$	262,975	$	227,988
	Accounts payable and accrued liabilities - Related party		137,891		150,439
	Loans payable		10,000		10,974
	Loans payable - Related party		25,992		11,494
	Demand promissory notes - Related party		8,803		13,497
	Convertible promissory notes		12,016		27,532
	Sale of future earnings		199,000		175,000
	Due to joint venture		4,783		-

			661,460		616,924

Stockholders' Equity (Deficit)
	Preferred stock, 25,000,000 shares authorized, $0.001 par value
	no shares issued		-		-
	Common stock, 200,000,000 shares authorized, $0.001 par value
	97,646,320 (2008 - 77,334,599) shares outstanding		97,646		77,334
	Additional paid-in capital		4,490,364		3,442,636
	Deficit accumulated during the development stage		(5,220,580)		(4,072,474)

			(632,570)		(552,504)

		$	28,890	$	64,420

The accompanying notes are an integral part of these consolidated financial statements.

To the Shareholders of

S2C Global Systems, Inc.

(a Development Stage Enterprise)

Vancouver, Canada

We have audited the consolidated balance sheet of S2C Global Systems, Inc. (a development stage enterprise) as at December 31, 2007, and the consolidated statements of operations, stockholders’ equity (deficiency), and cash flows for the year ended December 31, 2007 and cumulative from inception on May 6, 2004 to December 31, 2007. 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatements. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and the results of its operations and its cash flows for the year ended December 31, 2007 and cumulative from incorporation on May 6, 2004 to December 31, 2007 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to financial statements, the Company is in the development stage, and has no permanently established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MacKay LLP

Vancouver, Canada.

April 10, 2008

Chartered Accountants

F-4

S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Consolidated Balance Sheets
Consolidated Statements Of Operations
(Presented in US dollars)
			December 31,
			Cumulative
			2008		2007
			from inception
ASSETS
			May 6, 2004 to		Year ended		Year ended
Current
			December 31,		December 31,		December 31,
	Cash	$	8,077	$	10,287
			2009		2009		2008
	Accounts receivable		14,899		-
Sales		$	1,848	$	-	$	271
	Due from government agencies		66		13,186
Cost of sales			692		-		-
	Prepaid expenses		6,016		1,479
Gross profit			1,156		-		271
	Advances to related party		985		-
General and administrative expenses			5,143,437		1,080,204		653,344
			30,043		24,952
Loss on impairment of property and equipment			282,520		-		282,520
Investment in and advances to joint venture (Note 3)			21,217		-
Loss before other income			(5,424,801)		(1,080,204)		(935,593)
Equipment (Note 4)			13,160		320,160
Other income
		$	64,420	$	345,112
	Forgiveness of debt		275,564		-		-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
	Interest earned		1,342		-		-
Current
	Interest expense		(4,410)		(4,410)		-
	Accounts payable and accrued liabilities (Note 14)	$	227,988	$	253,007
	Loss from conversion of debt		(13,492)		(13,492)		-
	Accounts payable and accrued liabilities - Related party		150,439		-
	Loss from joint venture		(54,783)		(50,000)		(4,783)
	Loans payable (Note 5)		10,974		16,557
			204,221		(67,902)		(4,783)
	Loans payable - Related party		11,494		-
Net and comprehensive loss		$	(5,220,580)	$	(1,148,106)	$	(940,376)
	Demand promissory notes - Related party (Note 6)		13,497		25,077
Weighted average number of shares outstanding - basic and diluted					85,616,444		71,984,348
	Convertible promissory notes (Note 7)		27,532		24,238
Loss per share - basic and diluted				$	(0.01)	$	(0.01)
	Sale of future earnings (Note 8)		175,000		-
The accompanying notes are an integral part of these consolidated financial statements.
			616,924		318,879
Stockholders' Equity (Deficit)
	Preferred stock, 25,000,000 shares authorized, $0.001 par value no shares issued		-		-
	Common stock, 200,000,000 shares authorized, $0.001 par value77,334,599 (2007 - 66,472,452) shares outstanding (Note 9)		77,334		66,472
	Additional paid-in capital		3,442,636		3,091,859
	Deficit accumulated during the development stage		(4,072,474)		(3,132,098)
			(552,504)		26,233
		$	64,420	$	345,112

F-5

S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Consolidated Statements Of Operations
Consolidated Statement Of Stockholders' Equity (Deficit)
(Presented in US dollars)
			Cumulative
				Deficit
			from inception
				Accumulated
			May 6, 2004 to		Year ended		Year ended
			Additional	During the
			December 31,		December 31,		December 31,
	Number of		Paid-in	Development
			2008		2008		2007
	shares	Par value	Capital	Stage	Total
Sales		$	1,848	$	271	$	988
Issued for subscriptions receivable	12,750,000	$ 12,750	$ (6,375)	$ -	$ 6,375
Cost of sales			692		-		196
Issued for cash and subscriptions
Gross profit			1,156		271		792
receivable	2,250,000	2,250	222,750	-	225,000
General and administrative expenses			4,063,233		653,344		1,144,375
Issued for cash	220,668	221	25,211	-	25,432
Loss on impairment of property and equipment			282,520		282,520		-
Net loss for the period	-	-	-	(387,005)	(387,005)
Loss before other income			(4,344,597)		(935,593)		(1,143,583)
Balance, December 31, 2004	15,220,668	15,221	241,586	(387,005)	(130,198)
Other income
Issued on conversion of convertible
	Forgiveness of debt		275.564		-		264,366
promissory notes at $0.062 per share;
	Interest earned		1,342		-		-
granted February 2, 2005 (Note 7)	1,266,666	1,267	77,768	-	79,035
	Loss from joint venture		(4,783)		(4,783)		-
Issued on reverse takeover acquisition of
			272,123		(4,783)		264,366
United Athletes, Inc. on February 2, 2005	15,095,490	15,095	(15,095)	-	-
Net and comprehensive loss		$	(4,072,474)	$	(940,376)	$	(879,217)
Issued for cash at $0.25 per share	85,422	85	21,270	-	21,355
Weighted average number of shares outstanding - basic and diluted					71,984,348		54,086,736
Issued for cash at $0.10 per share	125,000	125	12,375	-	12,500
Loss per share - basic and diluted				$	(0.01)	$	(0.02)
Issued in settlement of accounts payable
at $0.10	175,000	175	17,325	-	17,500
Issued pursuant to management and
consulting agreements at $0.25	2,175,000	2,175	541,575	-	543,750
Issued for cash at $0.25 per share	257,000	257	63,993	-	64,250
Net loss for the year	-	-	-	(1,153,147)	(1,153,147)
Balance, December 31, 2005	34,400,246	34,400	960,797	(1,540,152)	(544,955)
Issued in settlement of accounts payable
at $0.25	6,000	6	1,494	-	1,500
Issued for cash at $0.125 per share	560,000	560	69,440	-	70,000
Issued pursuant to management and
consulting agreements at $0.05	2,920,000	2,920	113,080	-	116,000
Issued for services at $0.05 per share	100,000	100	4,900	-	5,000
Issued in settlement of accounts payable
at $0.125	25,000	25	3,100	-	3,125
Issued for cash at $0.125 per share	144,000	144	17,856	-	18,000
Issued for services at $0.14 per share	50,000	50	6,950	-	7,000
Issued for services at $0.07 per share	5,120,000	5,120	353,280	-	358,400
Issued upon conversion of convertible
debt (Note 7)	171,526	172	16,981	-	17,153
Issued for services at $0.10 per share	100,000	100	9,900	-	10,000
Issued for cash at $0.10 per share	1,009,650	1,010	99,955	-	100,965
Issued in settlement of debt at $0.10
per share	547,950	547	54,248	-	54,795
Issued for services at $0.12 per share	585,000	585	69,615	-	70,200
Issued for services at $0.13 per share	15,000	15	1,935	-	1,950
Net loss for the year	-	-	-	(712,729)	(712,729)
Balance, December 31, 2006	45,754,372	45,754	1,783,531	(2,252,881)	(423,596)
Continued…
The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

F-6

S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Consolidated Statement Of Stockholders' Equity (Deficit)
(Presented in US dollars)
				Deficit			~~Deficit~~
				Accumulated			~~Accumulated~~
							During the
			Additional	During the
	Number of		Paid-in	Development	~~Additional~~		~~Development~~
	shares	Par value	~~Par value~~Capital	Stage	~~Paid-in Capital~~Total		~~Stage~~		~~Total~~
Issued for subscriptions receivable	12,750,000	$	12,750	$	(6,375)	$	-	$	6,375
Issued pursuant to management and
Issued for cash and subscriptions
consulting agreements at $0.08 per share	2,950,000	2,950	233,050	-	236,000
receivable	2,250,000		2,250		222,750		-		225,000
Issued for services at $0.10 per share	450,000	450	44,550	-	45,000
Issued for cash	220,668		221		25,211		-		25,432
Issued for services at $0.12 per share	120,000	120	14,280	-	14,400
Net loss for the period	-		-		-		(387,005)		(387,005)
Issued for services at $0.13 per share	90,000	90	11,610	-	11,700
Balance, December 31, 2004	15,220,668		15,221		241,586		(387,005)		(130,198)
Issued for cash at $0.05 per share	7,800,000	7,800	382,200	-	390,000
Issued on conversion of convertible
Issued upon conversion of convertible
promissory notes at $0.062 per share;
debt at $0.10 per share (Note 6)	1,117,540	1,118	110,636	-	111,754
granted February 2, 2005 (Note 7)	1,266,666		1,267		77,768		-		79,035
Issued in settlement of debt at $0.10 per share	1,018,415	1,018	100,824	-	101,842
Issued on reverse takeover acquisition of
Issued for services at $0.13 per share	100,000	100	12,900	-	13,000
United Athletes, Inc. on February 2, 2005	15,095,490		15,095		(15,095)		-		-
Issued pursuant to management and
Issued for cash at $0.25 per share	85,422		85		21,270		-		21,355
consulting agreements at $0.08 per share	1,350,000	1,350	106,650	-	108,000
Issued for cash at $0.10 per share	125,000		125		12,375		-		12,500
Issued for cash at $0.05 per share	500,000	500	24,500	-	25,000
Issued in settlement of accounts payable
Issued for services at $0.035 per share	100,000	100	3,400	-	3,500
at $0.10	175,000		175		17,325		-		17,500
Issued for services at $0.05 per share	200,000	200	9,800	-	10,000
Issued pursuant to management and
Issued for services at $0.035 per share	100,000	100	3,400	-	3,500
consulting agreements at $0.25	2,175,000		2,175		541,575		-		543,750
Issued for services at $0.05 per share	200,000	200	9,800	-	10,000
Issued for cash at $0.25 per share	257,000		257		63,993		-		64,250
Issued for services at $0.05 per share	200,000	200	9,800	-	10,000
Net loss for the year	-		-		-		(1,153,147)		(1,153,147)
Issued for cash at $0.035 per share	1,000,000	1,000	34,000	-	35,000
Balance, December 31, 2005	34,400,246		34,400		960,797		(1,540,152)		(544,955)
Issued for cash at $0.052 per share	1,357,125	1,357	69,143	-	70,500
Issued in settlement of accounts payable
Issued pursuant to management and
at $0.25	6,000		6		1,494		-		1,500
consulting agreements at $0.08 per share	1,100,000	1,100	86,900	-	88,000
Issued for cash at $0.125 per share	560,000		560		69,440		-		70,000
Issued pursuant to management and
Issued pursuant to management and
consulting agreements at $0.13 per share	90,000	90	11,610	-	11,700
consulting agreements at $0.05	2,920,000		2,920		113,080		-		116,000
Issued pursuant to management and
Issued for services at $0.05 per share	100,000		100		4,900		-		5,000
consulting agreements at $0.034 per share	850,000	850	28,050	-	28,900
Issued in settlement of accounts payable
Issued pursuant to management and
at $0.125	25,000		25		3,100		-		3,125
consulting agreements at $0.05 per share	25,000	25	1,225	-	1,250
Issued for cash at $0.125 per share	144,000		144		17,856		-		18,000
Net loss for the year	-	-	-	(879,217)	(879,217)
Issued for services at $0.14 per share	50,000		50		6,950		-		7,000
Balance, December 31, 2007	66,472,452	66,472	3,091,859	(3,132,098)	26,233
Issued for services at $0.07 per share	5,120,000		5,120		353,280		-		358,400
Issued for services at $0.035 per share	200,000	200	6,800	-	7,000
Issued upon conversion of convertible
Issued for services at $0.0499 per share	300,000	300	14,670	-	14,970
debt (Note 7)	171,526		172		16,981		-		17,153
Issued for services at $0.047 per share	250,000	250	11,500	-	11,750
Issued for services at $0.10 per share	100,000		100		9,900		-		10,000
Issued for cash at $0.036 per share	555,000	555	19,445	-	20,000
Issued for cash at $0.10 per share	1,009,650		1,010		99,955		-		100,965
Issued upon conversion of convertible
Issued in settlement of debt at $0.10
debt at $0.10 per share (Note 7)	60,255	60	5,965	-	6,025
per share	547,950		547		54,248		-		54,795
Issued for services at $0.05 per share	500,000	500	24,500	-	25,000
Issued for services at $0.12 per share	585,000		585		69,615		-		70,200
Issued for cash at $0.0256 per share	195,313	195	4,805	-	5,000
Issued for services at $0.13 per share	15,000		15		1,935		-		1,950
Issued for services at $0.026 per share	146,579	147	3,664	-	3,811
Net loss for the year	-		-		-		(712,729)		(712,729)
Issued for services at $0.03 per share	1,150,000	1,150	33,350	-	34,500
Balance, December 31, 2006	45,754,372		45,754		1,783,531		(2,252,881)		(423,596)
Issued for employee incentive at $0.02 per
Continued…
share	125,000	125	2,375	-	2,500
The accompanying notes are an integral part of these consolidated financial statements.
Continued…
The accompanying notes are an integral part of these consolidated financial statements.

F-7

S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Consolidated Statement Of Stockholders' Equity (Deficit)
(Presented in US dollars)
				Deficit		~~Deficit~~
				Accumulated		~~Accumulated~~
						During the
			Additional	During the
	Number of		Paid-in	Development	~~Additional~~	~~Development~~
	shares	Par value	~~Par value~~Capital	Stage	~~Paid-in Capital~~Total	~~Stage~~	~~Total~~
Issued pursuant to management and
Issued for services at $0.027 per share	100,000	100	2,600	-	2,700
consulting agreements at $0.08 per share	2,950,000		2,950		233,050	-	236,000
Issued for services at $0.029 per share	80,000	80	2,240	-	2,320
Issued for services at $0.10 per share	450,000		450		44,550	-	45,000
Issued for cash at $0.012 per share	1,666,000	1,666	18,334	-	20,000
Issued for services at $0.12 per share	120,000		120		14,280	-	14,400
Issued upon conversion of convertible
Issued for services at $0.13 per share	90,000		90		11,610	-	11,700
debt at $0.07 per share (Note 7)	245,000	245	19,948	-	20,193
Issued for cash at $0.05 per share	7,800,000		7,800		382,200	-	390,000
Issued for services at $0.037 per share	1,400,000	1,400	50,400	-	51,800
Issued upon conversion of convertible
Issued for services at $0.032 per share	300,000	300	9,300	-	9,600
debt at $0.10 per share (Note 6)	1,117,540		1,118		110,636	-	111,754
Issued for services at $0.02 per share	150,000	150	2,850	-	3,000
Issued in settlement of debt at $0.10
Issued for services at $0.026 per share	65,000	65	1,625	-	1,690
per share	1,018,415		1,018		100,824	-	101,842
Issued for services at $0.033 per share	400,000	400	12,800	-	13,200
Issued for services at $0.13 per share	100,000		100		12,900	-	13,000
Issued for services at $0.02 per share	349,000	349	6,631	-	6,980
Issued pursuant to management and
Issued for services at $0.02 per share	100,000	100	1,900	-	2,000
consulting agreements at $0.08 per share	1,350,000		1,350		106,650	-	108,000
Issued for cash at $0.04 per share	1,250,000	1,250	48,750	-	50,000
Issued for cash at $0.05 per share	500,000		500		24,500	-	25,000
Issued for services at $0.01 per share	250,000	250	1,250	-	1,500
Issued for services at $0.035 per share	100,000		100		3,400	-	3,500
Issued for services at $0.02 per share	125,000	125	2,375	-	2,500
Issued for services at $0.05 per share	200,000		200		9,800	-	10,000
Issued for cash at $0.05 per share	500,000	500	24,500	-	25,000
Issued for services at $0.035 per share	100,000		100		3,400	-	3,500
Issued for services at $0.032 per share	300,000	300	9,300	-	9,600
Issued for services at $0.05 per share	200,000		200		9,800	-	10,000
Issued for services at $0.09 per share	100,000	100	8,900	-	9,000
Issued for services at $0.05 per share	200,000		200		9,800	-	10,000
Net loss for the year	-	-	-	(940,376)	(940,376)
Issued for cash at $0.035 per share	1,000,000		1,000		34,000	-	35,000
Balance, December 31, 2008	77,334,599	$ 77,334	$ 3,442,636	$(4,072,474)	$ (552,504)
Issued for cash at $0.052 per share	1,357,125		1,357		69,143	-	70,500
Issued for services at $0.04 per share	700,000	700	27,300	-	28,000
Issued pursuant to management and
Issued for services at $0.04 per share	300,000	300	11,700	-	12,000
consulting agreements at $0.08 per share	1,100,000		1,100		86,900	-	88,000
Issued for services at $0.04 per share	225,000	225	8,775	-	9,000
Issued pursuant to management and
Issued for services at $0.04 per share	300,000	300	11,700	-	12,000
consulting agreements at $0.13 per share	90,000		90		11,610	-	11,700
Issued for services at $0.04 per share	3,000,000	3,000	117,000	-	120,000
Issued pursuant to management and
Issued upon conversion of convertible
consulting agreements at $0.034 per share	850,000		850		28,050	-	28,900
debt at $0.04 per share (Note 7)	184,956	185	7,213	-	7,398
Issued pursuant to management and
Issued upon conversion of convertible
consulting agreements at $0.05 per share	25,000		25		1,225	-	1,250
debt at $0.04 per share (Note 7)	230,083	230	8,973	-	9,203
Net loss for the year	-		-		-	(879,217)	(879,217)
Issued upon conversion of convertible
Balance, December 31, 2007	66,472,452		66,472		3,091,859	(3,132,098)	26,233
debt at $0.04 per share (Note 7)	115,725	116	4,513	-	4,629
Issued for services at $0.035 per share	200,000		200		6,800	-	7,000
Issued for cash at $0.024 per share	1,750,000	1,750	40,250	-	42,000
Issued for services at $0.0499 per share	300,000		300		14,670	-	14,970
Issued for services at $0.08 per share	300,000	300	23,700	-	24,000
Issued for services at $0.047 per share	250,000		250		11,500	-	11,750
Issued for services at $0.08 per share	300,000	300	23,700	-	24,000
Issued for cash at $0.036 per share	555,000		555		19,445	-	20,000
Issued for services at $0.08 per share	1,000,000	1,000	79,000	-	80,000
Issued upon conversion of convertible
debt at $0.10 per share (Note 7)	60,255		60		5,965	-	6,025
debt at $0.08 per share (Note 7)	125,000	125	9,875	-	10,000
Issued for services at $0.05 per share	500,000		500		24,500	-	25,000
Issued for services at $0.08 per share	7,197,624	7,198	568,612	-	575,810
Issued for cash at $0.0256 per share	195,313		195		4,805	-	5,000
Issued for cash at $0.024 per share	2,500,000	2,500	57,500	-	60,000
Issued for services at $0.026 per share	146,579		147		3,664	-	3,811
Issued for cash at $0.024 per share	2,083,333	2,083	47,917	-	50,000
Issued for services at $0.03 per share	1,150,000		1,150		33,350	-	34,500
Net loss for the year	-	-	-	(1,148,106)	(1,148,106)
Issued for employee incentive at $0.02 per
Balance, December 31, 2009	97,646,320	$ 97,646	$ 4,490,364	$(5,220,580)	$(632,570)
share	125,000		125		2,375	-	2,500
The accompanying notes are an integral part of these consolidated financial statements.
Continued…
The accompanying notes are an integral part of these consolidated financial statements.

F-8

S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Consolidated Statement Of Stockholders' Equity (Deficit)
Consolidated Statements of Cash Flows
(Presented in US dollars)
							Deficit
				Cumulative
							Accumulated
				from inception
							During the
				May 6, 2004 to		Year ended		Year ended
	Number of				Additional		Development
				December 31,		December 31,		December 31,
	shares		Par value		Paid-in Capital		Stage		Total
				2009		2009		2008
Issued for services at $0.027 per share	100,000		100		2,600		-		2,700
Cash provided (used) by:
Issued for services at $0.029 per share	80,000		80		2,240		-		2,320
Operating Activities
Issued for cash at $0.012 per share	1,666,000		1,666		18,334		-		20,000
	Net loss		$	(5,220,580)	$	(1,148,106)	$	(940,376)
Issued upon conversion of convertible
	Adjustments to reconcile net loss to cash used by operating
debt at $0.07 per share (Note 7)	245,000		245		19,948		-		20,193
	activities
Issued for services at $0.037 per share	1,400,000		1,400		50,400		-		51,800
		Amortization		93,405		2,702		26,247
Issued for services at $0.032 per share	300,000		300		9,300		-		9,600
		Shares issued for management and consulting		2,807,481		884,810		215,421
Issued for services at $0.02 per share	150,000		150		2,850		-		3,000
		Forgiveness of debt		(275,564)		-		-
Issued for services at $0.026 per share	65,000		65		1,625		-		1,690
		Unrealized foreign exchange loss (gain)		73,454		2,061		-
Issued for services at $0.033 per share	400,000		400		12,800		-		13,200
		Interest accrued		7,345		4,186		3,159
Issued for services at $0.02 per share	349,000		349		6,631		-		6,980
		Loss on conversion of debt		13,492		13,492		-
Issued for services at $0.02 per share	100,000		100		1,900		-		2,000
		Loss on impairment of property and equipment		282,520		-		282,520
Issued for cash at $0.04 per share	1,250,000		1,250		48,750		-		50,000
		Loss from joint venture		54,783		50,000		4,783
Issued for services at $0.01 per share	250,000		250		1,250		-		1,500
	Changes in operating assets and liabilities
Issued for services at $0.02 per share	125,000		125		2,375		-		2,500
		Receivables		(12,515)		2,450		(1,779)
Issued for cash at $0.05 per share	500,000		500		24,500		-		25,000
		Prepaid expenses		(1,500)		4,516		(4,537)
Issued for services at $0.032 per share	300,000		300		9,300		-		9,600
		Accounts payable and accrued liabilities		547,785		22,439		125,420
Issued for services at $0.09 per share	100,000		100		8,900		-		9,000
Net cash used by operating activities				(1,629,894)		(161,450)		(289,142)
Net loss for the year	-		-		-		(940,376)		(940,376)
Investing Activities
Balance, December 31, 2008	77,334,599	$	77,334	$	3,442,636		$ (4,072,474)	$	(552,504)
	Advances to joint venture			(50,000)		(24,000)		(26,000)
	Purchase of equipment			(239,050)		-		(1,766)
	Advances to related party			-		985		(985)
Net cash used by investing activities				(289,050)		(23,015)		(28,751)
Financing Activities
	Loans proceeds			96,876		10,478		5,911
	Demand promissory notes issued (repaid)			2,529		(5,673)		(11,580)
	Convertible notes issued			233,785		-		26,352
	Sale of future earnings			199,000		24,000		175,000
	Shares issued for cash			1,391,171		152,000		120,000
Net cash provided by financing activities				1,923,361		180,805		315,683
Net increase (decrease) in cash during the development stage				4,417		(3,660)		(2,210)
Cash, beginning of period				-		8,077		10,287
Cash, end of period			$	4,417	$	4,417	$	8,077
		(Continued)

The accompanying notes are an integral part of these consolidated financial statements.

F-9

S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
(Presented in US dollars)
				Cumulative
				from inception
				May 6, 2004 to		Year ended		Year ended
				December 31,		December 31,		December 31,
				2008		2008		2007
				2009		2009		2008
Cash provided by (used in):
Operating Activities
	Net loss for the period		$	(4,072,474)	$	(940,376)	$	(879,217)
	Adjustments to reconcile net loss to
	cash provided by operating activities
		Amortization		90,703		26,247		31,481
		Shares issued for management and consulting		1,922,671		215,421		594,950
		Forgiveness of debt		(275,564)		-		(264,366)
		Unrealized foreign exchange loss (gain)		71,393		-		36,072
		Interest accrued		3,159		3,159		-
		Loss on impairment of property and equipment		282,520		282,520		-
		Loss from joint venture		4,783		4,783		-
	Changes in operating assets and liabilities
		Receivables		(14,965)		(1,779)		(13,186)
		Prepaid expenses		(6,016)		(4,537)		(1,479)
		Accounts payable and accrued liabilities		525,346		125,420		57,403
				(1,468,444)		(289,142)		(438,342)
Investing Activities
	Advances to joint venture			(26,000)		(26,000)		-
	Purchase of equipment			(239,050)		(1,766)		(79,727)
	Advances to related party			(985)		(985)		-
				(266,035)		(28,751)		(79,727)
Financing Activities
	Loans payable			86,398		5,911		65,087
	Demand promissory notes issued (repaid)			8,202		(11,580)		(61,892)
	Convertible notes issued			233,785		26,352		-
	Sale of future earnings			175,000		175,000		-
	Shares issued for cash			1,239,171		120,000		520,500
				1,742,556		315,683		523,695
Net increase in cash during the development stage				8,077		(2,210)		5,626
Cash, beginning of period				-		10,287		4,661
Cash, end of period			$	8,077	$	8,077	$	10,287
Supplemental cash flow information
	Interest paid		$	-4,598	$	~~4,598~~-	$	-4,598
	Income taxes paid		$	-	$	-	$	-
Non-cash financing and investing activities
Non-cash investing and financing activities
	Shares issued for accounts payable		$	22,125	$	-	$	~~37,912~~-
	Shares issued for promissory notes		$	98,166	$	26,218	$	111,754
	Shares issued upon conversion of convertible debt		$	31,230	$	31,230	$	-
	Shares issued for loans		$	-	$	-	$	63,930
	Shares issued for promissory notes		$	98,166	$	-	$	26,218
	Shares issued for services		$	~~215~~1,~~421~~100,231	$	~~215~~884,~~421~~810	$	-215,421
The accompanying notes are an integral part of these consolidated financial statements.

F-10

S2C GLOBAL SYSTEMS, INC. (A Development Stage Enterprise) Notes to the Consolidated Financial Statements (Presented in US dollars) December 31, 2009

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Nature of Operations and Going Concern

The Company was organized by filing articles of incorporation with the Secretary of State of the State of Nevada on March 19, 2001 as Sun Vacation Club, Inc. There were no operations as Sun Vacation Club, Inc. and on ~~December~~November 421, 2002 the company changed its name to United Athletes, Inc. Although numerous attempts were made to find funding for the Company substantial enough to support operations, in late 2003 management decided to suspend operations and discontinue attempts to raise equity capital. Effective February 28, 2005, the Company changed its name to S2C Global Systems, Inc.

S2C Global Systems Inc. (“S2C Canada”) was incorporated onin May 6, 2004 in the Province of British Columbia under certificate BC0694405. The main business is the development, manufacture, and marketing of a water dispensing and recycling system for sales in Canada.

S2C Global Systems USA, Inc. (“S2C USA”) was incorporated on November 27, 2006 in the State of Nevada. The main business is the marketing of the Company’s water dispensing and recycling system for sales in the USA.

The accompanying ~~consolidated~~ financial statements have been prepared onin conformity with accounting principles generally accepted in the ~~basis~~United States of ~~accounting~~America, ~~principles~~which ~~applicable~~contemplate tocontinuation of the Company as a going concern~~; accordingly~~. However, ~~they~~the doCompany ~~not~~was ~~give~~only ~~effect~~recently toformed ~~adjustments~~and ~~that~~has ~~would~~incurred belosses ~~necessary~~since ~~should~~its inception. These factors raise substantial doubt about the ~~Company~~ability beof ~~unable~~the Company to continue as a going concern. In ~~and~~this ~~therefore~~regard, bemanagement ~~required~~is proposing to ~~realize~~raise ~~its~~any ~~assets~~necessary ~~and~~additional ~~retire~~funds ~~its~~not ~~liabilities~~provided inby ~~other~~operations ~~than~~through ~~the~~loans ~~normal course of business~~ and/or atthrough ~~amounts~~additional ~~different~~sales ~~from~~of ~~those~~its incommon ~~the~~stock. There ~~accompanying~~is ~~consolidated~~no ~~financial~~assurance ~~statements.~~that ~~The~~the Company’s ~~ability~~will tobe ~~continue~~successful asin araising ~~going~~this ~~concern~~additional iscapital ~~dependent~~or ~~upon~~in achieving profitable operations. The ~~and/or~~financial ~~upon~~statements ~~obtaining~~do ~~additional~~not ~~financing.~~include ~~The~~any ~~outcome~~adjustments ofthat ~~these~~might ~~matters~~result ~~cannot~~from bethe ~~predicted~~outcome atof ~~this~~these ~~time~~uncertainties.

The Company has historically maintained its ability to finance its operation through attracting private investment. The Company believes it can continue to raise the necessary capital for operational growth from private individuals and corporations known to the Company. The Company further intends on utilizing whatever rights it may have to do a public offering of its common stock to raise additional funds for market expansion.

Significant Accounting Policies

Development stage company

The Company is considered to be in the ~~Development~~development stage as defined in ~~Statement~~Accounting ofStandards ~~Financial~~Codification ~~Accounting~~(“ASC”) ~~Standards~~Topic No915. 7.

Principles of consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, S2C Global Systems Inc., a British Columbia, Canada corporation, and S2C Global Systems USA, Inc., a Nevada corporation. All significant inter-company transactions have been eliminated.

Research and development

In accordance with Statement of Accounting Standards No. 2 the Company expenses all research and development costs as incurred.

F-11

S2C GLOBAL SYSTEMS, INC. (A Development Stage Enterprise) Notes to the Consolidated Financial Statements (Presented in US dollars) December 31, 2009

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Significant Accounting Policies (continued)

Research and development

The Company expenses all research and development costs as incurred.

Equipment

Equipment is recorded at historical cost and depreciated over its estimated useful lives in accordance with generally accepted accounting principles.

The company accounts for impairment of long-lived assets in accordance with ~~SFAS~~ASC ~~No.~~Topic ~~144~~410, which requires that an impairment loss be recorded when the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows. During the ~~current~~ year 2008, the Company has recorded an impairment loss of $282,520 on vending equipment with a historical cost of $361,844.

Depreciation expense for the ~~year~~years 2009 and 2008 was $2,702 and $26,247, respectively.

Foreign currency translation

The Company’s functional and reporting currency is the United States Dollar. Monetary assets and liabilities are translated at period end exchange rates; other assets and liabilities have been translated at the rates prevailing at the date of transaction. Revenue and expense items, except for depreciation and amortization, are translated at the average rate of exchange for the year. ~~Amortization~~Depreciation isand amortization are converted using rates prevailing at dates of acquisition. Gains and losses from foreign currency translation are included in the statement of operations.

Basic and diluted loss per share

~~Basic~~The computation of loss per share is ~~calculated~~based ~~using~~on the weighted- average number of shares outstanding during the period presented in accordance with ASC Topic No. 260, “Earnings Per Share”

Basic loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted loss per share is the same as basic loss per share, as the inclusion of common stock equivalents would be anti-dilutive.

Financial instruments and fair value measurements

All significant financial assets, financial liabilities, and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with information relevant for making a reasonable assessment of future cash flows, interest rate risk, and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise, only available information pertinent to fair value has been disclosed.

Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands fair value disclosures. The adoption of this standard has not had a material effect on the Company's financial position, results of operations or cash flows.

Effective January 1, 2008, the Company adopted SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115" ("SFAS No. 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The adoption of this standard has not had a material effect on the Company's financial position, results of operations or cash flows.

F-12

S2C GLOBAL SYSTEMS, INC. (A Development Stage Enterprise) Notes to the Consolidated Financial Statements (Presented in US dollars) December 31, 2009

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Significant Accounting Policies (continued)

Income taxes

The Company accounts for income taxes in accordance with ASC Topic No. 740, “Income Taxes.” Deferred taxes are provided ~~for~~on ~~using~~a ~~the~~ liability method ofwhereby ~~accounting. A~~ deferred tax ~~asset~~assets orare ~~liability~~recognized ~~is recorded~~ for ~~all~~deductible temporary differences ~~between~~and ~~financial~~operating loss (NOL) and tax ~~reporting.~~credit ~~Deferred~~carryforwards ~~income taxes~~ and deferred tax ~~benefits~~liabilities are recognized for ~~the~~taxable ~~future~~temporary ~~tax~~differences. Temporary ~~consequences~~differences ~~attributable~~are tothe differences between the ~~financial~~reported ~~statement carrying~~ amounts of ~~existing~~ assets and liabilities and their ~~respective~~ tax bases~~, and for tax loss and credit carry-forwards~~. Deferred tax assets ~~and~~are ~~liabilities~~reduced ~~are~~by ~~measured~~a ~~using~~valuation ~~enacted~~allowance ~~tax~~when, ~~rates~~in ~~expected~~the toopinion ~~apply~~of tomanagement, ~~taxable~~it ~~income~~is inmore ~~the~~likely ~~years~~than innot ~~which~~that ~~those~~some ~~temporary~~portion ~~differences~~or ~~are~~all ~~expected~~of tothe bedeferred ~~recovered~~tax orassets ~~settled~~will not be realized. ~~The~~Deferred ~~Company~~tax ~~provides~~assets ~~for~~and ~~deferred~~liabilities ~~taxes~~are adjusted for the ~~estimated future tax~~ effects ~~attributable~~of tochanges ~~temporary~~in ~~differences~~tax laws and ~~carry-forwards~~rates ~~when~~on ~~realization~~the isdate ~~more~~of ~~likely than not~~enactment.

~~Effective~~The ~~January 1, 2007, the~~ Company ~~adopted~~recognizes ~~FASB~~interest ~~Interpretation~~accrued ~~No.~~related ~~48,~~to ~~“Accounting~~unrecognized ~~for~~tax ~~Uncertainty~~benefits in ~~Income~~interest ~~Taxes,~~expense anand ~~interpretation~~penalties ofin ~~FASB~~operating ~~Statement No~~expenses. ~~109”~~During ~~(“FIN~~the ~~48”),~~periods ~~which~~ended ~~clarifies~~December ~~the~~31, ~~accounting~~2009 ~~for~~and ~~uncertainty~~2008, inthe ~~income~~Company ~~taxes~~ recognized inno aninterest ~~enterprise’s~~and ~~financial statements~~penalties. The ~~adoption~~Company ofhad ~~FIN~~no 48accruals ~~has~~for ~~not~~interest ~~had~~and ~~any~~penalties ~~effect~~at onDecember ~~the Company's financial position~~31, ~~results~~2009 ofand ~~operations~~December or31, ~~cash flows~~2008.

The Company recognizes in the financial statements the impact of an uncertain tax position, if that position is more likely than not of being sustained on examination by taxation authorities, based on the technical merits of the position.

Cash and cash equivalents

For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents.

Stock-Based Compensation

The Company accounts for stock-based awards using the fair-value method as determined by the Black-Scholes option pricing model. Awards that the Company has the ability to settle with stock are recorded as equity, whereas awards that the Company is required to settle or has the practice of settling in cash are recorded as liabilities. Compensation expense is recognized in the statement of operations over the vesting period.

Awards of common shares are recorded at the fair value asof ~~determined by~~ the ~~trading~~common ~~price~~stock aton the date of ~~the agreement to~~ issue ~~shares~~.

k)F-13

~~Estimates~~S2C GLOBAL SYSTEMS, INC. (A Development Stage Enterprise) Notes to the Consolidated Financial Statements (Presented in US dollars) December 31, 2009

The preparation of consolidated financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenditures during the reporting period2. ~~Actual results could differ from those reported.~~

Significant Accounting Policies (continued)

Revenue recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, when title and risk of ownership have passed, the sales price is fixed or determinable, and collection is probable. Generally for sales of bottled water this will be at the point of sale as all sales are final, there is no right of return, and sales are for cash.

Accounts receivable

The Company records accounts receivable at the lower of cost or fair market value. Management of the Company determines the allowance for doubtful accounts by using historical experience and future expectations applied to aging accounts. Management determined that no allowance for doubtful accounts was required at December 31, ~~2008~~2009 and ~~2007~~2008.

F-13

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Investment in joint venture

During ~~the current year~~2008, the Company formed a 50% owned joint venture, Alaska Resources & Management LLC, (“ARM”) a limited liability company pursuant to the Alaska Limited Liability Company Law. ~~ARM had no operations other than its initial organization and incurring legal expenses of $9,565.~~ True Alaska Bottling Corporation (“TAB”) holds 42.5% of ARM, and has contributed a Bulk Water Agreement with the City of Sitka, Alaska. The Company has agreed to use its best efforts to sell the Bulk Water available under this agreement.

As atof December 31, 2009 and 2008, the Company has advanced $50,000 and $26,000 to ARM, respectively. The Company accounts for the joint venture using the equity method. The Company recognized its 50% share of the loss during 2009 and 2008, which was $50,000 and $4,783, respectively. ARM had no sales, no gross profit and a loss of $100,000 and $9,565 for the years ended December 31, 2009 and 2008.

F-14


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

Equipment

	December 31, 2008
	December 31, 2009
		Accumulated	Net Book
	Cost	~~Amortization~~Depreciation	Value
Computer equipment	$ 2,610	$ 2,~~330~~456	$ ~~280~~154
Bottles	21,929	911,~~049~~625	1210,~~880~~304
Vending equipment	–	–	–
	$ 24,539	$ 14,081	$ 10,458
	$ 24,539	$ 11,379	$ 13,160

	December 31, 2007
	December 31, 2008
		Accumulated	Net Book
	Cost	~~Amortization~~Depreciation	Value
Computer equipment	$ 2,610	$ 2,~~100~~330	$ ~~510~~280
Bottles	21,~~681~~929	59,~~861~~049	1512,~~820~~880
Vending equipment	360,325	56,495	303,830
	$ 24,539	$ 11,379	$ 13,160
	$ 384,616	$ 64,456	$ 320,160

Loans Payable

The Company is indebted to various parties for short term loans amounting to $2235,~~468~~992 (~~2007~~2008 – $1622,~~557~~468), which are due on demand, unsecured, and with interest accrued annually. Of the loans payable, two loans totalling $1125,~~494~~992 are due to current and former officers. The amount reported includes accrued interest of $~~973~~2,247.

Demand Promissory Notes

At December 31, 2008, the Company is liable for two promissory notes in the amounts of $6,500 and $5,673 due to a company controlled by the president of S2C Canada and S2C USA, which are due on demand, and bear interest at 12% per annum. The amount reported includes accrued interest of $1,324.


		2009		2008

Demand promissory note, due to a company controlled by the
president of S2C Canada, bearing interest at 12% per annum	$	6,500	$	6,500

Demand promissory note, due to a company controlled by the
president of S2C Canada, bearing interest at 12% per annum		-		5,673

Accrued interest		2,303		1,324

	$	8,803	$	13,497

F-15


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

Convertible Promissory Notes

OnDuring ~~August~~the 10year ended December 31, ~~2006~~2008, the Company issued ~~one~~an unsecured convertible promissory note for $5,000, bearing interest at a rate of 15% per annum ~~which~~and ~~was originally~~ due on August 1031, ~~2007~~2009. ~~and~~As ~~was~~the ~~subsequently~~market ~~extended~~price toof ~~August~~the ~~10,~~shares ~~2008.~~was ~~The~~less ~~note,~~than ~~including~~the ~~accrued~~conversion ~~interest~~price on the date of $1issuance,~~750~~ no value was ~~converted~~allocated onto ~~August~~the ~~10,~~conversion ~~2008~~feature. ~~into~~On 95July 21,~~000~~ ~~units~~2009 ~~with~~the ~~each~~noteholder ~~unit~~converted ~~consisting~~the ofprincipal ~~one~~amount ~~share~~ of the ~~Company’s~~note ~~common~~into ~~stock~~125,000 ~~valued~~shares atof ~~$0.07~~common ~~per~~stock ~~share~~of ~~and~~the aCompany. ~~one~~As ~~year~~of ~~share~~December ~~purchase~~31, ~~warrant~~2009 ~~with~~accrued aninterest ~~exercise~~is ~~price~~$727 of(2008 – $0251).~~30.~~

F-14

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Convertible Promissory Notes (continued)

OnDuring ~~August~~the 10year ended December 31, ~~2006~~2008, the Company issued ~~one~~an unsecured convertible promissory note for $109,~~000~~852, bearing interest at a rate of 1510% per annum ~~which~~and ~~was originally~~ due on August 211, ~~2007~~2009. ~~and~~The ~~was~~note ~~subsequently~~is ~~extended~~convertible toat ~~August~~a ~~21,~~rate ~~2008~~of one common share for each $0.04 ~~The~~of ~~note,~~principal ~~including~~and accrued interest. As the market price of ~~$3,442~~the shares was ~~converted~~less than the conversion price on ~~August~~the 20date of issuance, ~~2008~~no ~~into~~value ~~150,000~~was ~~units~~allocated ~~with~~to ~~each~~the ~~unit~~conversion ~~consisting~~feature. As of ~~one~~December ~~share~~31, of2009 ~~the~~accrued ~~Company’s~~interest ~~common~~is ~~stock~~$1,437 ~~valued~~(2008 at– $0410).07 ~~per~~The ~~share~~Company has not paid the principal and ainterest ~~one~~as ~~year~~it ~~share~~has ~~purchase~~come ~~warrant~~due ~~with~~and anthe ~~exercise~~note ~~price~~is ofin $0default.~~30.~~

During the year ended December 31, ~~2004~~2008, the Company issued ~~one~~an unsecured convertible promissory note for $452,~~000~~500. Prior to December 31, 2005 the note was convertible at a rate of one common share for each $0.01 of principal and accrued interest; however on November 8, 2005 the conversion term was changed to $0.10 of principal and accrued interest, this option was not exercised. The note bears interest at a rate of 1510% per annum and was due on ~~December~~June 3111, ~~2006~~2009. As the market price of the shares was less than the conversion price on the date of ~~the~~issuance, ~~amendment~~ no value was allocated to the conversion feature. ~~During~~On ~~the~~July ~~2007~~21, ~~fiscal~~2009 ~~year,~~the ~~$38,974~~noteholder ofconverted the note, ~~was~~including ~~converted~~accrued ~~into~~interest ~~common~~of ~~shares~~$277 ~~with~~into ~~the~~115,725 ~~balance~~shares of ~~$6,025~~common ~~converted~~stock inof ~~January~~the ~~2008~~Company.

During the year ended December 31, 2008, the Company issued an unsecured convertible promissory note for $5,000~~. The~~, ~~note~~bearing ~~is convertible at a rate of one common share for each $0.04 of principal and accrued~~ interest~~. The~~ ~~note bears interest~~ at a rate of 1510% per annum and is due on August 316, 2009. As the market price of the shares was less than the conversion price on the date of issuance, no value was allocated to the conversion feature. At ~~December~~On 31July 21, ~~2008~~2009 the noteholder converted the note, including accrued interest ~~was~~of $~~251~~292 into 230,083 shares of common stock of the Company.

During the year ended December 31, 2008, the Company issued an unsecured convertible promissory note for $94,~~852. The~~000, ~~note~~bearing ~~is convertible at a rate of one common share for each $0.04 of principal and accrued~~ interest~~. The~~ ~~note bears interest~~ at a rate of 10% per annum and is due on ~~August~~July 121, 2009. As the market price of the shares was less than the conversion price on the date of issuance, no value was allocated to the conversion feature. AtOn ~~December~~July 3121, ~~2008~~2009 the noteholder converted the note, including accrued interest ~~was~~of $~~410~~439 into 184,956 shares of common stock of the Company.

f)F-16

~~During~~S2C ~~the~~GLOBAL ~~year ended December 31~~SYSTEMS, ~~2008, the Company issued an unsecured convertible promissory note for $2,500~~INC. ~~The~~ ~~note~~(A isDevelopment ~~convertible~~Stage atEnterprise) aNotes ~~rate~~to ~~of one common share for each $0.04 of principal and accrued interest. The note bears interest at a rate of 10% per annum and is due on June 11, 2009. As~~ the ~~market~~Consolidated ~~price~~Financial ofStatements ~~the~~(Presented ~~shares~~in ~~was~~US ~~less~~dollars) ~~than the conversion price on the date of issuance, no value was allocated to the conversion feature. At~~ December 31, ~~2008 accrued interest was $139.~~2009

During the year ended December 31, 2008, the Company issued an unsecured convertible promissory note for $5,000. The note is convertible at a rate of one common share for each $0.04 of principal and accrued interest. The note bears interest at a rate of 10% per annum and is due on August 6, 2009. As the market price of the shares was less than the conversion price on the date of issuance, no value was allocated to the conversion feature. At December 31, 2008 accrued interest was $201.

During the year ended December 31, 2008, the Company issued an unsecured convertible promissory note for $4,000. The note is convertible at a rate of one common share for each $0.04 of principal and accrued interest. The note bears interest at a rate of 10% per annum and is due on July 21, 2009. As the market price of the shares was less than the conversion price on the date of issuance, no value was allocated to the conversion feature. At December 31, 2008 accrued interest was $179.

F-15

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Sale of Future Earnings

~~During~~The ~~the current year, the~~ Company has entered into ~~four~~five agreements whereby the Company has agreed to sell an aggregate 1719.59% interest in the future net earnings from the sale of bulk water, which is subject to the agreement with Alaska Resource and Management, LLC (~~note~~Note 163), in exchange for aggregate cash proceeds of $~~175~~199,000. The amount payable by the Company under these agreements is limited to $3,~~500~~980,000. Details of each agreement are as follows:

Proceeds	Interest	Minimum Payment	Maximum Payment
$ 50,000	5%	$ 50,000	$ 1,000,000
50,000	5%	50,000	1,000,000
50,000	5%	50,000	1,000,000
25,000	2.5%	25,000	500,000
$ 175,000	17.5%	$ 175,000	$ 3,500,000
24,000	2.4%	24,000	480,000
$ 199,000	19.9%	$ 199,000	$ 3,980,000

The term of each agreement ends upon one of the following events:

The buyer receiving the maximum payment;

ii.

The Water License being terminated and the buyer having received at least the minimum payment; or

iii.

The Water License being terminated; the buyer having received less than the minimum payment, and the Company issuing common stock, equal to the minimum payment less any payments made to date, valued using the closing price of the Company’s stock on the date of termination of the Water License.

Common Shares

On February 2, 2005, the Company issued 1,266,666 common shares upon the conversion of nine convertible notes payable at $0.062 per shares.

Pursuant to the terms of the reverse takeover acquisition of United Athletes, Inc. on February 2, 2005, the Company issued 15,095,490 common shares with no value attributed.

On June 13, 2005, the Company issued 1,400,000 common shares in exchange for consulting and management services at $0.25 per share.

On June 13, 2005, the Company issued 175,000 common shares in exchange for settlement of accounts payable at $0.10 per share.

On June 13, 2005, the Company issued 85,422 common shares for cash proceeds of $0.25 per share.

On August 10, 2005, the Company issued 225,000 common shares in exchange for consulting services at $0.25 per share.

On September 15, 2005, the Company issued 300,000 common shares in exchange for consulting services at $0.25 per share.

F-17


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

Common Shares (continued)

On September 15, 2005, the Company issued 141,000 common shares for cash proceeds of $0.25 per share.

On October 5, 2005, the Company issued 250,000 common shares in exchange for consulting services at $0.25 per share.

On October 18, 2005, the Company issued 16,000 common shares for cash proceeds of $0.25 per share.

On October 28, 2005, the Company issued 100,000 common shares for cash proceeds of $0.25 per share.

On November 11, 2005, the Company issued 125,000 common shares for a subscription received in February of 2005 of $12,500 or at $0.10 per share.

F-16

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Common Shares (continued)

On January 6, 2006, the Company issued 6,000 common shares in exchange for settlement of accounts payable at $0.25 per share.

On February 9, 2006, the Company received the proceeds to issue 560,000 units at $0.125 per unit, each unit comprised of one common share and one warrant to purchase an additional common share for a period of one year at an exercise price of $0.25. The shares were issued on March 29, 2006.

On February 17, 2006, the Company issued 3,070,000 common shares at a value of $0.05 per share in regards to the commitments noted in Note 12 for management and consulting services accrued in the year ended December 31, 2005.

On February 17, 2006, the Company issued 100,000 common shares in exchange for consulting services at a value of $0.05 per share.

On March 22, 2006, the Company cancelled 150,000 common shares previously issued in July of 2005 at a value of $0.25 per share upon the termination of a consulting agreement.

On May 2, 2006, the Company issued 25,000 common shares in exchange for settlement of accounts payable at $0.125 per share.

On May 31, 2006, the Company issued 144,000 units at $0.125 per unit for gross proceeds of $18,000. Each unit comprised one common share and one warrant to purchase one additional common share for a period of one year until May 31, 2007, at an exercise price of $0.25.

On June 2, 2006, the Company issued 50,000 common shares in exchange for consulting services at a value of $0.14 per share.

On June 9, 2006, the Company issued 100,000 common shares in exchange for consulting services at a value of $0.07 per share.

On June 30, 2006, pursuant to the compensation agreements dated April 1, 2006, the Company issued 2,535,000 common shares in exchange for consulting services at a value of $0.07 per share (see Note 12).

F-18


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

Common Shares (continued)

On August 1, 2006, the Company issued 250,000 common shares in exchange for consulting services at a value of $0.07 per share.

On September 29, 2006, the Company issued 171,526 common shares in exchange for a convertible promissory note in the principal amount of $15,000 that was due on September 1, 2006 as full settlement including interest. The shares were valued at $0.10 per share.

On September 29, 2006, the Company issued 100,000 common shares in exchange for consulting services at a value of $0.10 per share.

On September 29, 2006, the Company issued 1,557,600 units at $0.10 per unit for gross proceeds of $155,760 with $100,965 paid in cash and $54,795 as a settlement of a promissory note. Each unit comprised one common share and one warrant to purchase one additional common share for a period of one year until September 30, 2007 at an exercise price of $0.25.

On September 30, 2006, pursuant to the compensation agreements dated April 1, 2006, the Company issued 1,267,500 common shares in exchange for consulting services at a value of $0.07 per share (see Note 12).

On December 11, 2006, pursuant to the compensation agreements dated April 1, 2006, the Company issued 1,267,500 common shares in exchange for consulting services at a value of $0.07 per share (see Note 12).

On December 11, 2006, the Company issued 135,000 common shares in exchange for consulting services at a value of $0.12 per share.

F-17

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Common Shares (continued)

On December 11, 2006, the Company issued 15,000 common shares in exchange for consulting services at a value of $0.13 per share.

On December 27, 2006, the Company issued 100,000 common shares in exchange for consulting services at a value of $0.12 per share.

On December 30, 2006, the Company issued 350,000 common shares in exchange for consulting and management services at a value of $0.12 per share.

On December 31, 2006, the Company cancelled 300,000 common shares previously issued in exchange for consulting services valued at $0.07 per share.

On February 6, 2007, the Company issued 850,000 common shares in exchange for consulting services at a value of $0.10 per share.

On February 28, 2007, pursuant to a compensation agreement, the Company issued 250,000 common shares in exchange for consulting services at a value of $0.08 per share.

On March 6, 2007, the Company issued 120,000 common shares in exchange for consulting services at a value of $0.12 per share.

On March 29, 2007, the Company issued 30,000 common shares in exchange for consulting services at a value of $0.13 per share.

F-19


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

Common Shares (continued)

On March 29, 2007, pursuant to compensation agreements, the Company issued 1,100,000 common shares in exchange for consulting and management services at a value of $0.08 per share.

On May 2, 2007, pursuant to compensation agreements, the Company issued 250,000 common shares in exchange for consulting services at a value of $0.08 per share.

On May 10, 2007 the Company cancelled 400,000 common shares previously issued in February 2007 at a value of $0.10 per share upon the termination of a consulting agreement.

On June 26, 2007, pursuant to compensation agreements, the Company issued 1,350,000 common shares in exchange for consulting services at a value of $0.08 per share.

On June 26, 2007 the Company issued 60,000 common shares in exchange for consulting services at a value of $0.13 per share.

On June 29, 2007, the Company issued 639,296 units at $0.10 per unit in exchange for settlement of loans. Each unit is comprised of one common share and one warrant to purchase an additional common share for a period of six months at an exercise price of $0.25.

On June 29, 2007, the Company issued 7,800,000 units at $0.05 per unit. Each unit is comprised of one common share and one warrant to purchase an additional common share for a period of one year at an exercise price of $0.10 plus a second warrant to purchase an additional common share for a period of two years at an exercise price of $0.15.

On June 29, 2007 the Company issued 179,119 common shares in exchange for settlement of accounts payable at $0.10 per share.

On June 29, 2007 the Company issued 200,000 common shares in exchange for settlement of accounts payable at $0.10 per share.

F-18

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Common Shares (continued)

On June 29, 2007, the Company issued 1,117,540 common shares in exchange for two convertible promissory notes in the principal amounts of $45,000 and $46,930 that were due on September 30, 2007 including interest. The shares were valued at $0.10 per share.

On September 24, 2007, the Company issued 100,000 common shares in exchange for consulting services at a value of $0.13 per share.

On September 24, 2007, pursuant to compensation agreements, the Company issued 1,350,000 common shares in exchange for consulting services at a value of $0.08 per share.

On September 28, 2007, the Company issued 500,000 units at $0.05 per unit. Each unit is comprised of one common share and one warrant to purchase an additional common share for a period of one year at an exercise price of $0.10 plus a second warrant to purchase an additional common share for a period of two years at an exercise price of $0.15.

On October 26, 2007 the Company issued 100,000 common shares in exchange for consulting services at a value of $0.035 per share.

F-20


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

Common Shares (continued)

On October 26, 2007 the Company issued 200,000 common shares in exchange for consulting services at a value of $0.05 per share.

On November 30, 2007 the Company issued 100,000 common shares in exchange for consulting services at a value of $0.035 per share.

On December 4, 2007 the Company issued 200,000 common shares in exchange for repairs and maintenance services at $0.05 per share.

On December 4, 2007 the Company issued 200,000 common shares in exchange for consulting services at a value of $0.05 per share.

On December 21, 2007 the Company issued 1,000,000 common shares for cash proceeds of $0.035 per share.

On December 21, 2007 the Company issued 192,500 common shares for cash proceeds of $0.052 per share.

On December 21, 2007, the Company issued 1,164,625 common shares pursuant to a private placement agreement for cash proceeds at $0.052 per share.

On December 21, 2007, pursuant to compensation agreements, the Company issued 1,100,000 common shares in exchange for consulting services at a value of $0.08 per share.

On December 21, 2007 the Company issued 90,000 common shares in exchange for consulting services at a value of $0.13 per share.

On December 21, 2007, pursuant to compensation agreements, the Company issued 850,000 common shares in exchange for consulting services at a value of $0.034 per share.

On December 21, 2007 the Company issued 25,000 common shares in exchange for consulting services at a value of $0.05 per share.

On January 7, 2008 the Company issued 100,000 common shares in exchange for consulting services at a value of $0.035 per share.

On January 7, 2008 the Company issued 300,000 common shares in exchange for consulting services at a value of $0.0499 per share.

F-19

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Common Shares (continued)

On January 10, 2008, the Company issued 250,000 common shares in exchange for consulting services at a value of $0.047 per share.

On January 16, 2008 the Company issued 555,000 common shares for cash proceeds of $0.036 per share.

On January 22, 2008, the Company issued 60,255 shares for convertible promissory notes in the principal amount of $6,025 valued at $0.10 per share.

F-21


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

Common Shares (continued)

On January 22, 2008 the Company issued 500,000 common shares in exchange for directors’ fees at a value of $0.05 per share.

On February 5, 2008 the Company issued 100,000 common shares in exchange for consulting services at a value of $0.035 per share.

On April 30, 2008, pursuant to compensation agreements dated January 24, 2007, the Company issued 80,000 common shares in exchange for consulting services at a value of $0.029 per share.

On May 9, 2008 the Company issued 195,313 common shares for cash proceeds of $0.0256 per share.

On June 1, 2008 the Company issued 146,579 common shares in exchange for consulting services at a value of $0.026 per share.

On June 2, 2008, pursuant to compensation agreements dated April 1, 2008, the Company issued 150,000 common shares in exchange for consulting services at a value of $0.03 per share.

On June 2, 2008, the Company received the proceeds to issue 1,666,000 common shares pursuant to a private placement agreement at $0.012 per share.

On June 2, 2008 the Company issued 100,000 common shares in exchange for consulting services at a value of $0.027 per share.

On June 2, 2008, pursuant to compensation agreements dated April 1, 2008, the Company issued 1,000,000 common shares at a value of $0.03 per share.

On June 2, 2008 the Company issued 125,000 common shares as an employee incentive at a value of $0.02 per share.

On August 9, 2008, the Company issued 95,000 common shares for convertible promissory notes in the amount of $6,650 valued at $0.07 per share.

On August 11, 2008, pursuant to compensation agreements dated July 2, 2008 and August 11, 2008, the Company issued 1,400,000 common shares at a value of $0.037 per share.

On August 11, 2008, pursuant to a compensation agreement dated July 11, 2008, the Company issued 300,000 common shares at a value of $0.032 per share to an individual who is an officer and director of the Company.

On August 11, 2008, pursuant to a compensation agreement dated April 1, 2008, the Company issued 150,000 common shares at a value of $0.02 per share.

On August 20, 2008, the Company issued 150,000 common shares for convertible promissory notes in the amount of $10,500 valued at $0.07 per share.

On September 2, 2008, pursuant to a compensation agreement dated September 2, 2008, the Company issued 65,000 common shares at a value of $0.026 per share.

F-2022

S2C GLOBAL SYSTEMS, INC. (A Development Stage Enterprise) Notes to the Consolidated Financial Statements (Presented in US dollars) December 31, 2009

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

Common Shares (continued)

On September 2, 2008, pursuant to a compensation agreement dated September 2, 2008, the Company issued 400,000 common shares at a value of $0.033 per share.

On September 2, 2008, pursuant to a compensation agreement dated April 1, 2008, the Company issued 349,000 common shares at a value of $0.02 per share.

On September 2, 2008, pursuant to a compensation agreement dated July 7, 2008, the Company issued 100,000 common shares at a value of $0.02 per share.

On September 30, 2008, pursuant to compensation agreements dated July 7, 2008, the Company issued 250,000 common shares at a value of $0.01 per share.

On September 30, 2008, the Company issued 1,250,000 common shares for cash proceeds pursuant to a private placement agreement at $0.04 per share.

On September 30, 2008, pursuant to a compensation agreement dated April 1, 2008, the Company issued 125,000 common shares at a value of $0.02 per share.

On October 13, 2008, pursuant to a private placement agreement, the Company issued 500,000 common shares for cash proceeds of $0.05 per share.

On October 15, 2008, pursuant to a compensation agreement dated July 11, 2008, the Company issued 300,000 common shares at a value of $0.032 per share to the Company’s chief financial officer.

On October 15, 2008, pursuant to a compensation agreement dated October 1, 2008, the Company issued 100,000 common shares at a value of $0.09 per share.

On March 20, 2009, the Company issued 925,000 common shares to directors of the Company at a value of $0.04 per share as compensation for the year ended December 31, 2008.

On March 20, 2009, the Company issued 600,000 common shares at a value of $0.04 per share to officers of the Company as executive compensation for the year ended December 31, 2009.

On July 1, 2009, the Company issued 3,000,000 common shares in exchange for consulting services at a value of $0.04 per share.

On July 21, 2009, the Company issued 530,764 shares for convertible promissory notes in the principal amount of $21,230 valued at $0.04 per share.

On August 19, 2009, pursuant to a private placement agreement, the Company issued 1,750,000 common shares for cash proceeds of $0.024 per share.

On August 20, 2009, pursuant to a compensation agreement dated September 11, 2008, the Company issued 300,000 common shares at a value of $0.08 per share.

On August 20, 2009, pursuant to a compensation agreement dated July 11, 2008, the Company issued 300,000 common shares at a value of $0.08 per share.

F-23


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

Common Shares (continued)

On August 20, 2009, pursuant to a compensation agreement dated April 1, 2008, the Company issued 1,000,000 common shares at a value of $0.08 per share.

On August 20, 2009, the Company issued 125,000 shares for convertible promissory notes in the principal amount of $10,000 valued at $0.080 per share.

On August 20, 2009, the Company issued 7,197,624 common shares at a value of $0.08 per share to the president of S2C Canada as settlement of management fees payable relating to the year ended December 31, 2008.

On August 31, 2009, pursuant to a private placement agreement, the Company issued 2,500,000 common shares for cash proceeds of $0.024 per share.

On September 14, 2009, pursuant to a private placement agreement, the Company issued 2,083,333 common shares for cash proceeds of $0.024 per share.

10.

Warrants

As at December 31, ~~2008~~2009, the Company had ~~745,000~~no (~~2007~~2008 – 16745,~~600,~~000) warrants outstanding. ~~entitling~~During ~~the~~2009, ~~holders~~a ~~the~~total ~~right~~of to745,000 ~~purchase~~warrants ~~one~~expired. ~~common share for each warrant held as follows:~~

Number of Shares	Exercise Price	Expiry Date
95,000	$0.30	August 10,2009
150,000	$0.30	August 20,2009
500,000	$0.15	September 28, 2009
745,000

F-21

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

11.

Financial Instruments

Currency risk is the risk to the Company's earnings that arises from fluctuations of foreign exchange rates and the degree of volatility of these rates. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

As at December 31, ~~2008~~2009 the Company had the following financial assets and liabilities denominated in Canadian dollars:

		USD equivalent		CDN dollars
Cash	$	61,~~369~~740	$	71,~~757~~828
Receivables	$	~~15,950~~906	$	~~19,427~~952
Accounts payable	$	~~128~~152,~~300~~966	$	~~156~~160,~~270~~768
Loans payable	$	1215,~~467~~514	$	1516,~~185~~305
Demand promissory notes	$	5,673	$	6,910
Convertible notes	$	11,288	$	11,864
Convertible notes	$	17,964	$	21,880

As at December 31, ~~2008~~2009 CDN dollar amounts were converted at a rate of $1.~~218~~0510 Canadian dollars to $1.00 US dollar.

F-24


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

12.

Income Taxes

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

		December 31, 2008		December 31, 2007
		December 31, 2009		December 31, 2008
Loss before income taxes	$	(~~940~~1,~~376~~148,106)	$	(~~879~~940,~~217~~376)
Income tax recovery at statutory rates		(~~141~~172,~~056~~216)		(~~131~~141,~~883~~056)
Adjustment for varying tax jurisdiction		(~~131~~20,~~766~~442)		(36131,~~618~~766)
Non-deductible items for tax purposes		32132,~~313~~722		9032,~~609~~313
Unrecognized benefit of losses and tax pools		~~240~~59,~~509~~936		77240,~~892~~509
	$	-	$	-

The significant components of the Company’s ~~future~~deferred income tax assets are as follows:

		December 31, 2008		December 31, 2007
		December 31, 2009		December 31, 2008
Future income tax assets
Deferred income tax assets
Non-capital losses available for future periods	$	424,000	$	348,000
Operating losses available for future periods	$	464,000	$	424,000
Property and equipment		~~108~~99,000		1108,000
Other		7673,000		76,000
		608,000		425,000
		636,000		608,000
Valuation allowance		(~~608~~636,000)		(~~425~~608,000)
	$	-	$	-

At December 31, ~~2008~~2009 the Company has available net operating losses of approximately $1,~~579~~814,000 (~~2007~~2008 – $1,~~185~~579,000) which may be carried forward to apply against future income. These losses will expire commencing in 2014 through ~~2028~~2029.

Future tax benefits, which may arise as a result of applying these deductions to taxable income, have not been recognized in these accounts due to uncertainty as to their realization.

F-2225

S2C GLOBAL SYSTEMS, INC. (A Development Stage Enterprise) Notes to the Consolidated Financial Statements (Presented in US dollars) December 31, 2009

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

13.

Commitments

The Company is committed to the following:

The Company is committed to pay rent for premises at $3,890 per month through to February 2010. As of March 2010 the Company is on a month to month rental arrangement for its premises.

Effective ~~April~~January 1, ~~2008~~2009 and renewed on January 1, 2010 through ~~March~~December 31, ~~2009~~2010, the Company entered into an executive compensation agreement with ~~Steven~~the ~~Van~~President ~~deVenter~~and toManaging ~~assist~~Partner of the Company’s ~~with~~subsidiaries ~~business~~and ~~development,~~joint venture for cash consideration of 1$150,000~~,000~~ ~~common shares of the Company (issued) valued at $0.03~~ per ~~share~~year.

Effective ~~July~~April 111, ~~2008~~2009 through ~~June~~March 3031, ~~2009~~2010, the Company entered into an agreement with ~~Joe~~a ~~Dickson~~consultant to ~~act~~assist asthe ~~chief~~Company ~~financial~~with ~~officer~~business ~~of the Company~~development, for consideration of 1,~~200~~000,000 common shares of the Company ~~valued at $0~~.032 per share, to be issued as follows: 300,000 within 10 days of the execution of the agreement (issued), 300,000 on October 11, 2008 (issued), 300,000 on January 11, 2009, and 300,000 on April 11, 2009. In addition, Mr. Dixon will be entitled to receive commission on capital raised for the Company at a rate of 8% on equity capital, and 1.5% on debt capital.

Effective July 1, 2009 through June 30, 2010, the Company entered into an executive compensation agreement with the Chief Financial Officer of the Company for consideration of 1,200,000 common shares of the Company.

Effective September 1, 2009 through August 31, 2010, the Company entered into an executive compensation agreement with the Chief Executive Officer of the Company for consideration of 1,200,000 common shares of the Company.

Effective October 1, 2009 through September 30, 2011, the Company entered into an executive compensation agreement with the Senior Vice President Business Development Asia of the Company for consideration of 800,000 common shares of the Company.

14.

Related Party Transactions

The related party transactions are as described in Notes 5, 6 and 13. AtAs of December 31, ~~2008~~2009 there was a total of $~~150~~137,~~439~~891 (~~2007~~2008 – $68150,~~550~~439) included in accounts payable for amounts owing to officers and companies controlled by current and former directors of the Company.

At December 31, 2009 and 2008 there was a total of $11,609 and $15,884, respectively, for ~~amounts~~accounts receivable for rent from companies controlled by current and former directors of the Company.

F-26


S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Notes to the Consolidated Financial Statements
(Presented in US dollars)

December 31, 2009

15.

Segmented Information

Details on a geographic basis as at December 31 are as follows:

	December 31, 2008		December 31, 2007
	2009	2008
Total Assets
USA	$ 2819,~~734~~233	$ 28,734	~~$ 14,182~~
Canada	359,~~686~~657	35,686	~~330,930~~
Total	$ 6428,~~420~~890	$ 64,420	~~$ 345,112~~
Total Equipment
USA	$ 43,~~308~~447	$ 4,308	~~$ 14,182~~
Canada	87,~~852~~011	8,852	~~305,978~~
Total	$ 1310,~~160~~458	$ 13,160	~~$ 320,160~~
Net and Comprehensive Loss
USA	$ ~~249~~1,~~542~~011,827	$ 249,542	~~$ 623,680~~
Canada	~~690~~136,~~834~~279	690,834	~~255,537~~
Total	$ ~~940~~1,~~376~~148,106	$ 940,376	~~$ 879,217~~

F-23

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Consolidated Financial Statements

(Presented in US dollars

December 31, 2008

16.

Recent Accounting Pronouncements

In ~~December 2007,~~June 2009 the FASB ~~issued~~established ~~SFAS~~the ~~No. 141(R),"Business~~Accounting ~~Combinations"~~Standards ~~("SFAS No.~~Codification ~~141~~(~~R)"),~~“Codification” ~~which~~or ~~establishes~~“ASC”) ~~principles~~as ~~and~~the ~~requirements~~source ~~for~~of ~~how~~authoritative anaccounting ~~acquirer~~principles ~~recognizes~~recognized ~~and~~by ~~measures~~the inFASB ~~its~~to ~~financial~~be ~~statements~~applied ~~the~~by ~~identifiable~~nongovernmental ~~assets~~entities ~~acquired,~~in the ~~liabilities~~preparation ~~assumed,~~of ~~and~~financial ~~any~~statements ~~noncontrolling~~in ~~interest~~accordance inwith angenerally ~~acquiree,~~accepted ~~including~~accounting principles in the ~~recognition~~United ~~and~~States ~~measurement~~(“GAAP”). Rules ofand ~~goodwill~~interpretive ~~acquired~~releases inof athe ~~business~~Securities ~~combination.~~and ~~SFAS~~Exchange ~~No.~~Commission ~~141~~(R“SEC”) isissued ~~effective~~under asauthority of ~~the~~federal ~~beginning~~securities laws are also sources of ~~the~~GAAP ~~first~~for ~~fiscal~~SEC ~~year~~registrants. Existing ~~beginning~~GAAP onwas ornot ~~after~~intended ~~December 15,~~to ~~2008. Earlier~~be ~~adoption~~changed isas ~~prohibited~~a ~~and~~result of the ~~adoption~~Codification, ofand ~~this~~accordingly ~~statement~~the ischange did not ~~expected~~impact toour ~~have~~financial astatements. The ~~material~~ASC ~~effect~~does onchange the ~~Company's~~way ~~financial~~the ~~position,~~guidance ~~results~~is oforganized ~~operations~~and ~~or cash flows~~presented.

InAccounting ~~December 2007,~~Standards ~~the~~Update ~~FASB~~(“ASU”) ~~issued~~ASU ~~SFAS~~ No. ~~160~~ 2009-05 (ASC Topic 820), ~~"Noncontrolling~~which ~~Interest~~amends inFair ~~Consolidated~~Value ~~Financial~~Measurements ~~Statements,~~and anDisclosures ~~amendment~~– ofOverall, ~~ARB~~ASU No. ~~51"~~ 2009-13 (~~"SFAS~~ASC ~~No. 160"~~Topic 605), ~~which~~Multiple-Deliverable ~~will~~Revenue ~~change~~Arrangements, ASU ~~the~~No. ~~accounting~~2009-14 ~~and~~(ASC ~~reporting~~Topic ~~for minority interests~~985), ~~which~~Certain ~~will~~Revenue beArrangements ~~recharacterized~~that asinclude ~~noncontrolling~~Software ~~interests~~Elements, and ~~classified~~various asother aASU’s ~~component~~No. of2009-2 ~~equity~~through ~~within~~ASU ~~the consolidated balance sheet. SFAS~~ No. ~~160~~2010-11 iswhich ~~effective~~contain astechnical ofcorrections ~~the~~to ~~beginning~~existing ofguidance ~~the~~or ~~first~~affect ~~fiscal~~guidance ~~year~~to ~~beginning~~specialized onindustries or ~~after~~entities ~~December 15,~~were ~~2008~~recently issued. ~~Earlier~~These ~~adoption~~updates ishave ~~prohibited~~no ~~and~~current ~~the~~applicability ~~adoption of this statement is not expected~~ to ~~have~~the aCompany ~~material~~or their effect on the ~~Company's~~ financial ~~position,~~statements ~~results~~would ofnot ~~operations~~have orbeen ~~cash flows~~significant.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS 161”), which changes the disclosure requirements for derivative instruments and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of this statement is not expected to have a material effect on the Company's financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”), which identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is not expected to have a material effect on the Company's financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60” (“SFAS 163”), which requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. SFAS 163 is not expected to have a material effect on the Company's financial position, results of operations or cash flows.

17.

Subsequent Events

Subsequent to December 31, 2009, the Company issued a) total of 2,500,000 shares of common stock as compensation to directors and officers of the Company.

OnThe ~~January~~Company ~~12,~~has ~~2009~~evaluated subsequent events from the ~~Company~~balance ~~loaned~~sheet andate ~~additional~~through ~~$24,000~~the todate ~~its~~the ~~joint~~financial ~~venture,~~statements ~~Alaska~~were ~~Resources~~issued &and ~~Management~~has ~~LLC~~determined that there are no additional events to disclose.

b)F-27

On March 20, 2009 the Company issued an additional 1,525,000 shares of common stock to its Chief Executive Officer and members of the board of directors for services.

F-24

Filing Compare · S2C GLOBAL SYSTEMS, INC.