FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-50944

Global Resource Corporation

(Exact name of registrant as specified in its charter)

Nevada		84-1565820
(State or other jurisdiction		(I.R.S. Employer Identification Number)
of incorporation or organization)

9400 Globe Center Drive, Suite 101, Morrisville, NC 27560

(Address of principal executive offices)

919-972-7833

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x.
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨.

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 88,662,002 shares of common stock, par value $.001 per share, and 6,229,997 preferred shares, par value $.001, outstanding as of March 9, 2011.

GLOBAL RESOURCE CORPORATION

- INDEX -

		Page
PART I – FINANCIAL INFORMATION:

Item 1.	Financial Statements:	3

	Consolidated Balance Sheets	4

	Consolidated Statements of Operations and Comprehensive Loss	5

	Consolidated Statements of Stockholder’s Equity (Deficit)	6

	Consolidated Statements of Cash Flows	7

	Notes to the Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

PART II – OTHER INFORMATION:

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	40

Item 4.	Removed and Reserved	40

Item 5.	Other Information	40

Item 6.	Exhibits	41

Signatures		42

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended March 31, 2010 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission for the period ended December 31, 2009.

Global Resource Corporation

(A Development Stage Company)

Consolidated Balance Sheets

	(unaudited)
	Period Ended			Year Ended
	March 31, 2010			December 31, 2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	109,899		$	40,620
Short-term investments		-			-
Prepaid services		870,250			577,250


Total current assets		980,149			617,870

Property and equipment, net of depreciation		1,286,953			1,430,201

OTHER ASSETS
Deposits		115,636			124,330
Patents		78,038			79,203
Prepaid patent costs		605,332			559,855

Total other assets		799,006			763,388

TOTAL ASSETS	$	3,066,108		$	2,811,459

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	1,382,083		$	1,094,844
Deferred revenue		330,000			120,000
Loans payable - equipment		9,944			17,738
Capital lease obligation - equipment		13,906			12,250
Royalty Advance		750,000			750,000
Severance payable		200,000			200,000

Total current liabilities		2,685,933			2,194,832

LONG-TERM LIABILITIES
Capital lease obligation - equipment, net of current portion		-			5,252
Severance payable, net of current portion		788,075			1,435,485
Derivative financial instruments		4,840			-
Total long-term liabilities		792,915			1,440,737

Total liabilities		3,478,848			3,635,569

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock A - $.001 par value 100,000,000 shares authorized, none issued and outstanding at March 31, 2010, none were issued and outstanding at December 31, 2009		-			-
Common stock, $.001 par value; 200,000,000 shares authorized, 81,303,395 shares issued and 74,608,434 outstanding at March 31, 2010, 74,100,664 shares issued and 67,405,703 outstanding at December 31, 2009		81,303			74,100
Additional paid-in capital		46,789,458			42,880,641
Accumulated other comprehensive loss					-
Deficit accumulated in the development stage		(45,567,028	)		(42,062,378	)
		1,303,733			892,363

Treasury Stock		(1,716,473	)		(1,716,473	)


Total stockholders' equity (deficit)		(412,740	)		(824,110	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	3,066,108		$	2,811,459

See accompanying notes to consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

							July 19, 2002
	Three Months Ended						(Inception)
	March 31,			March 31,			to
	2010			2009			March 31, 2010

REVENUES	$	90,000		$	-		$	270,000

COST OF REVENUES					-			-

GROSS PROFIT		90,000			-			270,000

OPERATING EXPENSES

General and administrative expenses		3,069,626			2,185,232			55,631,213

Research and development expenses		450,230			242,899			3,338,664

Total operating expenses		3,519,856			2,428,131			58,969,877

OPERATING LOSS		(3,429,856	)		(2,428,131	)		(58,699,877	)

OTHER INCOME (EXPENSE)
Loss on deposit and other		-			-			(179,893	)
Net realized loss on short-term investments		-			(17,438	)		(901,795	)
Change in fair value of derivative financial instruments		(75,317	)		695,854			13,876,362
Interest expense		-			(3,144	)		(70,061	)
Interest income		525			55,497			408,238

Total other income (expense)		(74,792	)		730,769			13,132,851

NET LOSS		(3,504,648	)		(1,697,362	)		(45,567,026	)

OTHER COMPREHENSIVE LOSS

Unrealized gain (loss) on short-term investments		-			(312,891	)		(1,075,400	)
Realized loss on short-term investments, net of taxes, reclassified from accumulated other comprehensive loss		-			-			837,850

COMPREHENSIVE LOSS	$	(3,504,648	)	$	(2,010,253	)	$	(45,804,576	)

BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.05	)	$	(0.03	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES		70,697,393			62,920,431

See accompanying notes to consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


	Preferred Stock A				Preferred Stock B				Common Stock
	Preferred Shares		Par Value $.001 $ Amount		Preferred Shares		Par Value $.001 $ Amount		Common Shares			Par Value $.001 $ Amount			(Restated) Additional Paid-In Capital			Deficit Accumulated during the Development Stage			(Restated) Deferred Compensation			Stock Subscription Receivable			Treasury Stock		Accumulated Other Comprehensive Loss		(Restated) Total

Balance at July 19, 2002 (Inception)			$	-			$	-		-		$	-			-		$	-		$	-		$	-		$	-	$	-	$	-

Issuance of initial founders' shares, September 9, 2002
net of subsequent cancellations										2,555,000																						-

Common stock shares issued for cash :
Common stock issued for cash in November 2002, at $.50 per share plus 29,000 warrants										29,000						14,500																14,500

Common stock shares issued for services rendered:
Common stock issued for services rendered, on September 10, 2002, at $0.472 per share										1,000,000						472,000																472,000
Common stock issued for services rendered, in November and December , 2002, at $0.50 per share, plus 13,600 warrants										13,600						6,800																6,800

Net loss for the period July 19, 2002 (Inception) through December 31, 2002 (Restated, see Note 19)																			(508,508	)												(508,508	)

Balance at December 31, 2002 (Restated, see Note 19)		-		-		-		-		3,597,600			-			493,300			(508,508	)		-			-			-		-		(15,208	)

Re-issuance of initial founders' shares, July 2003										1,455,000																						-

Common stock shares issued for cash :
Common stock issued for cash from January 2003 to December 2003, at $.50 per share plus 519,800 warrants										519,800						259,900																259,900

Stock subscriptions receivable, net																									(14,340	)						(14,340	)

Net loss for the year ended December 31, 2003, (Restated, see Note 19)																			(203,659	)												(203,659	)

Balance at December 31, 2003 (Restated, see Note 19)		-		-		-		-		5,572,400			-			753,200			(712,167	)		-			(14,340	)		-		-		26,693

Common stock shares issued for cash :
Common stock issued for cash from January 2004 to December 2004, at $.50 per share plus 917,645 warrants										917,645						553,105																553,105

Common Stock Shares issued for services rendered:
Common stock issued for services rendered on October 12, 2004, at $1.00 per share										545,000						545,000						(545,000	)									-

Other:

Common stock issued in exchange for real estate on August 25, 2004 at $1.00 per share plus 500,000 warrants										500,000						500,000																500,000

Common stock issued in exchange for real estate on September 7, 2004 at $1.00 per share plus 150,000 warrants										150,000						150,000																150,000

Common stock issued as charitable contribution on October 12, 2004, at $1.00 per share										50,000						50,000																50,000

Initial founders' shares cancelled on October 28, 2004										(250,000	)																					-

Stock subscriptions receivable, net																									(74,240	)						(74,240	)

Net loss for the year ended December 31, 2004																			(672,219	)												(672,219	)

Balance at December 31, 2004		-		-		-		-		7,485,045			-			2,551,305			(1,384,386	)		(545,000	)		(88,580	)		-		-		533,339

Common stock shares issued for cash :

Common stock issued for cash from January 2005 to December 2005 at $1.00 per share plus 163,980 warrants										165,980						181,980																181,980
Common stock issued for cash from September 2005 to December 2005 at $2.00 per share plus 270,470 warrants										270,470						443,930																443,930
Common stock issued for cash on December 30 and 31, 2005, at $1.02 per share plus 126,705 warrants										126,705						163,362																163,362
Common stock issued for cash on December 30, 2005, at $.99 per share plus 8,000 warrants										2,000						1,985																1,985
Common stock issued for cash on December 30, 2005, at $.73 per share plus 66,000 warrants										16,500						12,033																12,033
Common stock issued for cash on December 30, 2005, at $.70 per share plus 472,000 warrants										118,000						82,808																82,808
Common stock issued for cash on December 30, 2005, at $.65 per share plus 105,200 warrants										26,300						17,050																17,050
Common stock issued for cash on December 30, 2005, at $.64 per share plus 60,800 warrants										15,200						9,750																9,750
Common stock issued for cash on December 30, 2005, at $.36 per share plus 18,000 warrants										4,500						1,610																1,610
																																-

Common Stock Shares issued for services rendered:

Common stock issued for services rendered from March 2005 to December 2005, at $1.00 per share, plus 53,000 warrants										53,500						53,500																53,500

Other:

Common stock issued in exchange for real estate on January 18, 2005 at $1.00 per share plus 80,800 warrants										80,800						80,800																80,800

Common stock issued to Careful Sell Holdings, LLC to acquire technology with zero value on February 23, 2005
Common stock issued to Careful Sell Holdings, LLC to acquire technology with zero value on March 29, 2005										30,000,000																						-

Common stock issued for payment of debts on March 11, 2005, at $1.00 per share plus 1,087 warrants										1,087						1,087																1,087

Stock subscriptions receiveable, net																									10,398							10,398

Amortization of deferred compensation																						109,000										109,000

Net loss for the year ended December 31, 2005																			(1,291,169	)												(1,291,169	)

Balance at December 31, 2005		-		-		-		-		45,866,087			-			3,601,200			(2,675,555	)		(436,000	)		(78,182	)		-		-		411,463

Common stock shares issued for cash :
Common stock issued for cash on February 9, 2006, at $.31 per share plus 52,000 warrants										26,000						8,125																8,125
Common stock issued for cash on March 17, 2006, at $.36 per share plus 308,000 warrants										154,000						55,175																55,175
Common stock issued for cash on May 20, 2006, at $.49 per share plus 10,000 warrants										6,436						3,148																3,148
Common stock issued for cash on June 12, 2006, at $.50 per share plus 50,000 warrants										25,000						12,485																12,485
Common stock issued for cash on September 14, 2006, at $.35 per share plus 863,200 warrants										431,600						288,207																288,207
Common stock issued for cash from February 1, 2006 to September 15, 2006 at $1.00 per share plus 1,337,450 warrants										1,309,650						1,318,010																1,318,010
Common stock issued for cash in February 2006 and July 2006, at $1.02 per share plus 922,000 warrants										486,000						495,614																495,614
Common stock issued for cash on January 9, 2006, at $1.18 per share plus 61,000 warrants										61,000						72,000																72,000
Common stock issued for cash from January 2006 to September 15, 2006 at $2.00 per share plus 391,100 warrants										286,600						558,112																558,112

Common Stock Shares issued for services rendered:
Common stock issued for services rendered, on September 22, 2006, at $1.04 per share plus 14,123 warrants										14,123						14,746																14,746

Common stock issued for services rendered to old GRC (shell)'s officer, on September 23, 2006, at $2.00 per share										25,000			25			49,975																50,000

Other:

Common stock issued in exchange for investment in real estate on September 18, 2006, at $2.00 per share, plus 22,500 warrants										22,500						45,000																45,000

Common stock issued for conversion of old GRC (shell)'s debt on September 26, 2006, at approximately $0.05 per share										2,681,837			2,682			118,000																120,682

Stock subscriptions receiveable, net																									(582,511	)						(582,511	)

Reclass deferred compensation due to adoption of SFAS 123(R)																(436,000	)					436,000										-

Amortization of deferred compensation																109,000																109,000

Effect of reverse merger September 22, 2006										72,241			48,761			(169,444	)															(120,683	)

Common and Preferred Stock A issued for merger with Mobilestream Oil, Inc. on December 31, 2006, at $0.26 per share plus 27,205,867 warrants		35,236,188		35,236						11,145,255			11,145			3,310,274			(10,498	)												3,346,157

Cancellation of shares for merger with Mobilestream, Inc. on November 28, 2006										(37,500,000	)		(37,500	)		37,500																-

Reclassification of derivative liability on warrants																(16,139,529	)															(16,139,529	)

Net loss for the year ended December 31, 2006																			(5,010,541	)												(5,010,541	)

Balance at December 31, 2006		35,236,188		35,236		-		-		25,113,329			25,113			(6,648,402	)		(7,696,594	)		-			(660,693	)		-		-		(14,945,340	)

Common stock shares issued for cash :
Common stock issued for cash from January 29, 2007 to February 21, 2007, at $0.30 per share										17,500			18			5,232																5,250
Common stock issued for cash from April 2, 2007 to June 25, 2007 at $0.32 per share										499,564			500			157,709																158,209
Common stock issued for cash on March 7, 2007, at $1.08 per share (from stock to be issued liability)										186,822			187			201,156																201,343
Common stock issued for cash on October 25, 2007, at $2.00 per share										2,500			2			4,998																5,000
Common stock issued for cash on December 20, 2007, at $1.00 per share plus 625,000 warrants										1,000,000			1,000			999,000																1,000,000

Common Stock Shares issued for services rendered:
Common stock issued for services rendered, on March 19, 2007 and July 9, 2007, at $1.00 per share										9,700			10			9,690																9,700
Common stock issued for services rendered, on March 19 and 20, 2007, at $0.50 per share										31,000			31			20,969																21,000
Common stock issued to employee for services rendered, on April 20, 2007, at $1.38 per share										250,000			250			344,750																345,000
Common stock issued for services rendered, on May 30, 2007, at $1.05 per share										3,417			3			3,301																3,304
Common stock issued to employee for services rendered, on June 1, 2007, at $1.36 per share										194,500			195			264,325																264,520
Common stock issued for services rendered, on July 18, 2007, at $0.80 per share										37,500			37			29,963																30,000
Common stock issued to employee for services rendered, on August 1, 2007, at $4.43 per share										100,000			100			442,900																443,000
Common stock issued to employee for services rendered, on August 19, 2007, at $4.50 per share										250,000			250			1,124,750																1,125,000
Common stock issued for services rendered, on August 30, 2007, at $2.27 per share										3,745			3			8,497																8,500
Common stock issued for services rendered, on August 30, 2007, at $0.69 per share										30,041			30			20,698																20,728
Common stock issued for services rendered, on August 31, 2007, at $3.41per share

Global Resource CORP 10-Q