UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 ~~September~~March 3031, ~~2009~~2010

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

¨ 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~~Global ~~RESOURCE CORPORATION~~Resource Corporation

(Exact name of registrant as specified in its charter)

Nevada		84-1565820
(State or other jurisdiction of incorporation)		(IRS employer identification no.)
(State or other jurisdiction		(I.R.S. Employer Identification Number)
of incorporation or organization)

~~1000~~9400 ~~Atrium~~Globe ~~Way~~Center Drive, Suite ~~100~~101, ~~Mount Laurel~~Morrisville, ~~New~~NC ~~Jersey 08054 (Address of principal executive offices) (Zip Code)~~27560

~~Registrant's telephone~~ (Address ~~number,~~of ~~including~~principal ~~area~~executive ~~code: (856~~offices) ~~767-5665~~

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. þYes oNo919-972-7833

~~Indicate by~~(Registrant’s ~~check~~telephone ~~mark whether the registrant has submitted electronically and posted on its corporate Web site~~number, ifincluding ~~any,~~area every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such filescode)~~. oYes oNo~~

~~Indicate by~~ (Former ~~check mark whether the registrant is a large accelerated filer~~name, ~~an accelerated~~former ~~filer,~~address aand ~~non-accelerated~~former ~~filer,~~fiscal ~~or a smaller reporting company. See the definitions of “large accelerated filer~~year,” ~~“accelerated~~if ~~filer”~~changed ~~and~~since ~~“smaller reporting~~last ~~company” in Rule 12b-2 of the Exchange Act. (Check one~~report):

~~Large~~Indicate ~~accelerated~~by ~~filer~~check omark ~~Accelerated~~whether ~~filer~~the oregistrant ~~Non-accelerated~~(1) ~~filer~~has ofiled all reports required to be filed by Section 13 or 15(Dod) ~~not~~of ~~check~~the ifSecurities aExchange ~~smaller~~Act ~~reporting~~of ~~company~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~Smaller~~and ~~reporting~~(2) ~~company~~has þbeen subject to such filing requirements for the past 90 days. Yes ¨ No x.

Indicate by check mark whether the registrant ishas asubmitted ~~shell~~electronically ~~company~~and ~~(as~~posted ~~defined~~on in its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule ~~12b~~ 405 of Regulation S-2T (§232.405 of ~~the~~this ~~Act~~chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. ~~oYes~~Yes ~~þNo~~¨ 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

~~The~~ Indicate the number of shares outstanding of each of the ~~registrant'~~issuer’s ~~Common~~classes ~~Stock~~of common stock, as of the latest practicable date: 88,662,002 shares of common stock, par value $.001 per share, ~~(the~~and ~~"Common~~6,229,997 ~~Stock")~~preferred shares, par value $.001, outstanding as of ~~November~~March 189, ~~2009 was 64,850,664~~2011.

GLOBAL RESOURCE CORPORATION

~~Form 10~~-Q INDEX -

For the Quarter Ended September 30, 2009

		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

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Consolidated Statements of Stockholders’ Equity (Deficit)	5
	Condensed Consolidated Statements of Cash Flows	6-16
	Notes to Condensed Consolidated Financial Statements	17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62
Item 4.	Controls and Procedures	62
Item 4T.	Controls and Procedures	62
PART II - OTHER INFORMATION		63
Item 1.	Legal Proceedings	63
Item 1A.	Risk Factors	63
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63
Item 3.	Defaults Upon Senior Securities	63
Item 4.	Submission of Matters to a Vote of Security Holders	63
Item 5.	Other Information	63
Item 6.	Exhibits	64

PART I – FINANCIAL INFORMATION

~~ITEM~~Item 1. Financial ~~FINANCIAL STATEMENTS~~Statements.

~~GLOBAL RESOURCE~~The ~~CORPORATION~~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.

~~(A Development~~In ~~Stage~~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.

~~Global~~The ~~Resource~~results ~~Corporation~~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.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

	(Unaudited)
	Period Ended			Year Ended
	September 30, 2009			December 31, 2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	134,410		$	2,013,730
Short-term investments		-			2,557,274
Prepaid services		450,250			1,508,875
Total current assets		584,660			6,079,879
Property and equipment, net of depreciation		1,572,168			1,358,299
OTHER ASSETS
Deposits		124,027			123,726
Prepaid patent costs		558,620			383,685
Total other assets		682,647			507,411
TOTAL ASSETS	$	2,839,475		$	7,945,589
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	668,308		$	889,489
Deferred revenue		210,000			-
Loans payable - equipment		19,032			34,850
Capital lease obligation - equipment		11,509			9,543
Severance payable		200,000			200,000
Total current liabilities		1,108,849			1,133,882
LONG-TERM LIABILITIES
Loans payable - equipment, net of current portion		2,829			16,821
Capital lease obligation - equipment, net of current portion		7,664			15,742
Severance payable, net of current portion		4,504,714			1,000,000
Derivative financial instruments		131,150			1,591,834
Total long-term liabilities		4,646,357			2,624,397
Total liabilities		5,755,206			3,758,279
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock A - $.001 par value 100,000,000 shares authorized, none issued and outstanding at June 30, 2009, 5,000 issued and outstanding at December 31, 2008					5
Common stock, $.001 par value; 200,000,000 shares authorized, 70,400,664 shares issued and 63,705,703 outstanding at September 30, 2009, 69,549,164 shares issued and 62,854,203 outstanding at December 31, 2008		70,400			69,549
Additional paid-in capital		38,370,594			35,842,053
Accumulated other comprehensive loss		-			(237,550	)
Deficit accumulated in the development stage		(39,640,252	)		(29,770,274	)
		(1,199,258	)		5,903,783
Treasury stock		(1,716,473	)		(1,716,473	)
Total stockholders' equity		(2,915,731	)		4,187,310
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,839,475		$	7,945,589

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

~~Condensed~~ Consolidated Balance ~~Statements of Operations and Comprehensive Loss~~Sheets

(With Cumulative Totals Since Inception)

	(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

~~(Unaudited)~~See accompanying notes to consolidated financial statements.

	Three Months Ended						Nine Months Ended						July 19, 2002
				Restated						Restated			(Inception)
	September 30			September 30			September 30			September 30			to
	2009			2008			2009			2008			September 30, 2009
REVENUES	$	90,000		$	-		$	90,000		$	-		$	90,000
COST OF SALES
GROSS PROFIT		90,000			-			90,000			-			90,000
OPERATING EXPENSES
General and administrative expenses		5,151,889			2,460,448			10,388,171			18,719,972			50,410,542
Research and development expenses		438,710			177,172			1,119,069			612,165			2,400,108
Total operating expenses		5,590,599			2,637,620			11,507,240			19,332,137			52,810,650
OPERATING LOSS		(5,500,599	)		(2,637,620	)		(11,417,240	)		(19,332,137	)		(52,720,650	)
OTHER INCOME (EXPENSE)
Loss on deposit and other														(179,893	)
Change in fair value of derivative financial instruments		1,713,449			2,303,664			1,460,684			9,853,013			13,820,529
Net realized loss on investments		(2,589	)		(42,038	)		(20,027	)		(43,232	)		(901,795	)
Interest expense		(1,515	)		(5,031	)		(9,124	)		(14,424	)		(65,596	)
Interest income		1,742			70,302			115,729			114,378			407,153
Total other income		1,711,087			2,326,897			1,547,262			9,909,735			13,080,398
NET LOSS	$	(3,789,512	)	$	(310,723	)	$	(9,869,978	)	$	(9,422,402	)	$	(39,640,252	)
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized loss on short-term investments	$	-		$	(819,015	)	$	-		$	(961,327	)	$	(1,075,400	)
Realized loss on short-term investments, net of taxes, reclassified from accumulated other comprehensive loss								237,550						1,075,400
COMPREHENSIVE LOSS	$	(3,789,512	)	$	(1,129,738	)	$	(9,632,428	)	$	(10,383,729	)	$	(39,640,252	)
EARNINGS (LOSS) PER COMMON SHARE
BASIC	$	(0.06	)	$	(0.01	)	$	(0.16	)	$	(0.22	)
DILUTED	$	(0.06	)	$	(0.01	)	$	(0.16	)	$	(0.22	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
BASIC		63,609,236			53,273,853			63,301,437			42,221,919
DILUTED		63,609,236			53,273,853			63,301,437			42,221,919

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

~~Condensed~~ Consolidated Statements of ~~Cash~~Operations ~~Flows~~and Comprehensive Loss

(~~With Cumulative Totals Since Inception~~unaudited)

(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

							July 19, 2002
	Nine Months Ended						(Inception)
	September 30,			September 30,			to
	2009			2008			June 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES				Restated
Net loss	$	(9,869,978	)	$	(9,422,402	)	$	(39,640,252	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		251,269			70,104			533,122
Preferred stock issued for services								400,000
Common stock issued for services		155,750			13,967,803			21,028,571
Amortization of prepaid common stock issued for services		1,973,925			1,845,042			5,364,050
Common stock warrants and options issued for services		1,403,215			164,695			2,734,794
Amortization of deferred compensation					81,750			545,000
Loss on sale of property and equipment								18,955
Loss on sale of real estate and forfeiture of deposit								212,936
Loss on sale of short-term investments		17,438						17,438
Change in severance payable non-cash		3,654,714						3,654,714
Change in fair value of derivative financial instruments		(1,460,684	)		(9,853,013	)		(13,820,529	)
Other than temporary losses on short-term investments								837,850
Common stock issued as charitable contribution								50,000
Changes in operating assets and liabilities
Prepaid services		85,000
Deposits		(301	)		1,221			(179,027	)
Prepaid patent costs		(174,935	)		(172,036	)		(558,620	)
Accounts payable and accrued liabilities		(221,178	)		(53,434	)		870,740
Deferred revenue		210,000						210,000
Severance payable		(150,000	)					1,050,000
Total adjustments		5,744,213			6,052,132			22,969,994
Net cash used in operating activities		(4,125,765	)		(3,370,270	)		(16,670,258	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - equipment & machinery		(74,718	)		(38,504	)		(666,697	)
Purchase of property and equipment - construction-in-progress		(422,908	)		(745,818	)		(1,352,987	)
Proceeds from sale of property and equipment								44,200
Proceeds from sale of real estate								617,864
Purchase of short-term investments					(4,586,333	)		(4,586,334	)
Proceeds from sale of short-term investments		2,779,993			664,973			3,733,653
Net cash provided by (used in) investing activities		2,282,367			(4,705,682	)		(2,210,301	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash					12,137,256			21,002,175
Proceeds for stock to be issued					747,976
Proceeds from stock subscription receivable					55,175			(130,518	)
Purchase of treasury stock					(1,650,000	)		(1,716,473	)
Repayment of loans payable and capital lease obligation		(35,922	)		(185,389	)		(140,215	)
Net cash provided by (used in) financing activities		(35,922	)		11,105,018			19,014,969
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,879,320	)		3,029,066			134,410
CASH AND CASH EQUIVALENTS
- BEGINNING OF PERIOD		2,013,730			780,425
CASH AND CASH EQUIVALENTS
- END OF PERIOD	$	134,410		$	3,809,491		$	134,410
SUPPLEMENTAL DISCLOSURES OF
NON-CASH ACTIVITIES:
Interest Paid	$	9,124		$	14,424		$	65,596

See accompanying notes to consolidated financial statements.

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

																			(Restated)			Deficit			(Restated)									Accumulated			(Restated)
	Preferred Stock A						Preferred Stock B						Common Stock
	Preferred Stock A						Preferred Stock B						Common Stock						Additional			Accumulated						Stock						Other
	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
	Preferred			Par Value $.001			Preferred			Par Value $.001			Common			Par Value $.001			Paid-In			during the			Deferred			Subscription			Treasury			Comprehensive
Balance at July 19, 2002 (Inception)				$	-					$	-			-		$	-			-		$	-		$	-		$	-		$	-		$	-		$	-
	Shares			$ Amount			Shares			$ Amount			Shares			$ Amount			Capital			Development Stage			Compensation			Receivable			Stock			Loss			Total
Issuance of initial founders' shares, September 9, 2002
Balance at July 19, 2002 (Inception)				$	-					$	-			-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
net of subsequent cancellations														2,555,000																								-
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 on November 5, 2002, at $.50 per share plus 8,000 warrants														8,000						4,000																		4,000
Common stock issued for cash in November 2002, at $.50 per share plus 29,000 warrants														29,000						14,500																		14,500
Common stock issued for cash on November 21, 2002, at $.50 per share plus 21,000 warrants														21,000						10,500																		10,500
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 5, 2002, at $0.50 per share, plus 8,500 warrants														8,500						4,250																		4,250
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
Common stock issued for services rendered, on December 5, 2002, at $0.50 per share, plus 5,100 warrants														5,100						2,550																		2,550
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)		-			-			-			-			3,597,600			-			493,300			(508,508	)		-			-			-			-			(15,208	)
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 on January 3, 2003, at $.50 per share plus 7,500 warrants														7,500						3,750																		3,750
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
Common stock issued for cash on January 27, 2003, at $.50 per share plus 6,500 warrants														6,500						3,250																		3,250
Common stock issued for cash on February 12, 2003, at $.50 per share plus 3,100 warrants														3,100						1,550																		1,550
Common stock issued for cash on February 27, 2003, at $.50 per share plus 6,400 warrants														6,400						3,200																		3,200
Common stock issued for cash on March 7, 2003, at $.50 per share plus 3,100 warrants														3,100						1,550																		1,550
Common stock issued for cash on March 21, 2003, at $.50 per share plus 23,500 warrants														23,500						11,750																		11,750
Common stock issued for cash on April 9, 2003, at $.50 per share plus 4,600 warrants														4,600						2,300																		2,300
Common stock issued for cash on April 30, 2003, at $.50 per share plus 8,800 warrants														8,800						4,400																		4,400
Common stock issued for cash on May 7, 2003, at $.50 per share plus 27,400 warrants														27,400						13,700																		13,700
Common stock issued for cash on June 2, 2003, at $.50 per share plus 29,000 warrants														29,000						14,500																		14,500
Common stock issued for cash on June 5, 2003, at $.50 per share plus 8,500 warrants														8,500						4,250																		4,250
Common stock issued for cash on June 12, 2003, at $.50 per share plus 4,200 warrants														4,200						2,100																		2,100
Common stock issued for cash on July 11, 2003, at $.50 per share plus 12,800 warrants														12,800						6,400																		6,400
Common stock issued for cash on July 25, 2003, at $.50 per share plus 8,200 warrants														8,200						4,100																		4,100
Common stock issued for cash on August 4, 2003, at $.50 per share plus 6,000 warrants														6,000						3,000																		3,000
Common stock issued for cash on August 18, 2003, at $.50 per share plus 25,500 warrants														25,500						12,750																		12,750
Common stock issued for cash on August 19, 2003, at $.50 per share plus 10,000 warrants														10,000						5,000																		5,000
Common stock issued for cash on August 28, 2003, at $.50 per share plus 14,000 warrants														14,000						7,000																		7,000
Common stock issued for cash on September 16, 2003, at $.50 per share plus 31,000 warrants														31,000						15,500																		15,500
Common stock issued for cash on September 26, 2003, at $.50 per share plus 39,500 warrants														39,500						19,750																		19,750
Common stock issued for cash on October 10, 2003, at $.50 per share plus 38,900 warrants														38,900						19,450																		19,450
Common stock issued for cash on October 14, 2003, at $.50 per share plus 70,000 warrants														70,000						35,000																		35,000
Common stock issued for cash on October 23, 2003, at $.50 per share plus 4,500 warrants														4,500						2,250																		2,250
Common stock issued for cash on November 3, 2003, at $.50 per share plus 48,000 warrants														48,000						24,000																		24,000
Common stock issued for cash on November 18, 2003, at $.50 per share plus 32,800 warrants														32,800						16,400																		16,400
Common stock issued for cash on December 1, 2003, at $.50 per share plus 23,000 warrants														23,000						11,500																		11,500
Common stock issued for cash on December 10, 2003, at $.50 per share plus 12,500 warrants														12,500						6,250																		6,250
Common stock issued for cash on December 17, 2003, at $.50 per share plus 10,500 warrants														10,500						5,250																		5,250
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)		-			-			-			-			5,572,400			-			753,200			(712,167	)		-			(14,340	)		-			-			26,693
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														361,000			361			1,230,649																		1,231,010
Common stock issued for services to be performed, service valued on September 14, 2007, at $2.29 per share														150,000			150			343,350																		343,500
Common stock issued to employee for services rendered, on October 1, 2007, at $2.60 per share														300,000			300			779,700																		780,000
Common stock issued for services to be performed, service valued on October 02, 2007, at $2.47 per share														350,000			350			864,150																		864,500
Common stock issued for services to be performed, service valued on October 02, 2007, at $2.40 per share														75,000			75			179,926																		180,001
Common stock issued for services rendered, on October 9, 2007, at $2.69 per share														47,579			47			127,703																		127,750
Common stock issued to employee for services rendered, on October 22, 2007, at $1.86 per share														50,000			50			92,950																		93,000
Common stock issued for services rendered, on October 29, 2007, at $2.25 per share														150,000			150			337,350																		337,500
Common stock issued for services rendered, on November 9, 2007, at $3.23 per share														130,000			130			419,770																		419,900
Common stock issued for services rendered, on November 19, 2007, at $3.50 per share														50,000			50			174,950																		175,000
Common stock issued for services rendered, on November 26, 2007, at $3.01 per share														30,000			30			90,270																		90,300
Common stock issued for services rendered, on December 3, 2007, at $2.00 per share														45,094			45			89,955																		90,000
Common stock issued for services rendered, on December 4, 2007, at $3.15 per share														50,000			50			157,450																		157,500
Common stock issued for services rendered, on December 11, 2007, at $2.50 per share														200,000			200			499,800																		500,000
Common stock issued for services rendered, on December 17, 2007, at $1.446 per share														400,000			400			578,052																		578,452
Common stock issued for services rendered, on December 17, 2007, at $2.50 per share														100,000			100			249,900																		250,000
Common stock issued for services rendered, on December 18, 2007, at $3.02 per share														50,000			50			150,950																		151,000
Common stock issued for services rendered, on December 21, 2007, at $3.00 per share														40,000			40			119,960																		120,000
Common stock issued for services rendered, on December 27, 2007, at $3.10 per share														50,000			50			154,950																		155,000
Other:
Preferred Stock B Shares issued for settlement of services								1,000			1									399,999																		400,000
Treasury stock, purchased from former officer on May 17, 2007, at $.70 per share														(94,961	)																	(66,473	)					(66,473	)
Stock subscriptions receiveable, net																													475,000									475,000
Amortization of deferred compensation																				109,000																		109,000
Reclassification of derivative liability into additional paid in capital due to cancellation of warrants																				2,187,850																		2,187,850
Net loss for the year ended December 31, 2007 (Restated, see Note 20)																							(6,578,331	)														(6,578,331	)
Balance at December 31, 2007 (Restated, see Note 20)		35,236,188			35,236			1,000			1			30,263,330			30,358			6,328,170			(14,274,925	)		-			(185,693	)		(66,473	)		-			(8,133,326	)
Common stock shares issued for cash :
Common stock issued for cash on February 19, 2008, at $2.00 per share														17,000			17			33,983																		34,000
Common stock issued for cash on March 5, 2008, at $1.61 per share														31,057			31			49,969																		50,000
Common stock issued for cash from March 18, 2008 to October 15, 2008 at $1.00 per share, plus 6,081,768 warrants														8,808,987			8,809			8,799,779																		8,808,588
Common stock issued for cash on March 26, 2008, at $1.18 per share														9,000			9			10,611																		10,620
Common stock issued for cash on April 11, 2008, at $1.11 per share, plus 1,929,775 warrants														1,929,775			1,930			2,148,662																		2,150,592
Common stock issued for cash on April 25, 2008, at $1.19 per share, plus 1,487,139 warrants														1,487,139			1,487			1,771,366																		1,772,853
Common stock issued for cash on May 15, 2008, at $1.10 per share plus 39,100 warrants														39,100			39			42,891																		42,930
Common stock issued for cash on August 21, 2008, at $.88 per share														10,000			10			8,740																		8,750
Common stock issued for cash on September 4, 2008, at $1.04 per share														13,867			14			14,384																		14,398
Common stock issued on December 16, 2008, at $0 per share														850,000			850			1,089																		1,939
Common stock shares issued for services rendered:
Common stock issued for services rendered, on February 1, 2008, at $2.95 per share														100,000			100			294,900																		295,000
Common stock issued for services rendered, on February 6, 2008, at $2.63 per share														150,000			150			394,350																		394,500
Common stock issued for services rendered, on February 13, 2008, at $2.39 per share														12,500			13			29,862																		29,875
Common stock issued for services rendered, on February 15, 2008, at $2.42 per share														20,000			20			48,380																		48,400
Common stock issued for services rendered, on February 28, 2008, at $2.15 per share														25,000			25			53,725																		53,750
Common stock issued for services rendered, on February 29, 2008, at $2.19 per share														175,000			175			383,075																		383,250
Common stock issued for services rendered, on March 14, 2008, at $2.10 per share														5,000			5			10,495																		10,500
Common stock issued for services rendered, on March 18, 2008 and March 19, 2008 at $1.60 per share														50,000			50			79,950																		80,000
Common stock issued for services rendered, on March 31, 2008 and April 4, 20008 at $1.90 per share														1,436,666			1,437			2,728,228																		2,729,665
Common stock issued for services rendered, on April 1, 2008, at $1.95 per share														70,000			70			136,430																		136,500
Common stock issued for penalty, on April 2, 2008, at $1.84 per share														50,000			50			91,950																		92,000
Common stock issued for services rendered, on April 14, 2008, at $3.05 per share														150,000			150			457,350																		457,500
Common stock issued for services rendered, on April 29, 2008, at $3.07 per share														883,333			883			2,710,950																		2,711,833
Common stock issued for services rendered, on May 7, 2008, at $2.55 per share														1,000,000			1,000			2,549,000																		2,550,000
Common stock issued for services rendered, on May 12, 2008, at $2.65 per share														20,000			20			52,980																		53,000
Common stock issued for services rendered, on May 13, 2008, at $2.79 per share														50,000			50			139,450																		139,500
Common stock issued for services rendered, on June 3, 2008, at $2.10 per share														150,000			150			314,850																		315,000
Common stock issued for services rendered, on June 11, 2008 and June 13, 2008 at $2.25 per share														213,750			214			480,724																		480,938
Common stock issued for penalty to "POOF", on June 30, 2008, at $2.09 per share														650,000			650			1,357,850																		1,358,500
Common stock issued for services rendered, on July 14, 2008, at $1.66 per share														200,000			200			331,800																		332,000
Common stock issued for services rendered, on July 25, 2008, at $1.40 per share														75,000			75			104,925																		105,000
Common stock issued for services rendered, on August 8, 2008, at $1.03 per share														75,000			75			77,175																		77,250
Common stock issued for services rendered, on August 25, 2008, at $1.25 per share														6,000			6			7,494																		7,500
Common stock issued for services rendered, on September 8, 2008, at $.96 per share														1,500,000			1,500			1,438,500																		1,440,000
Common stock issued for services rendered, on October 7, 2008, at $1.49 per share														100,000			100			148,900																		149,000
Common stock issued for services rendered, on October 15, 2008, at $1.25 per share														60,000			60			74,940																		75,000
Common stock issued for services rendered, on October 20, 2008, at $1.50 per share														125,000			125			187,375																		187,500
Common stock issued for services rendered, on October 24, 2008, at $1.37 per share														100,000			100			136,900																		137,000
Common stock issued for services rendered, on October 31, 2008, at $1.55 per share, plus 300,000 warrants														150,000			150			232,350																		232,500
Common stock issued for services rendered, on December 16, 2008, at $1.35 per share														12,600			13			16,997																		17,010
Common stock issued for services rendered, on December 18, 2008, at $1.08 per share														100,000			100			107,900																		108,000
Common stock issued to employees for services rendered, on June 26, 2008, at $2.08 per share														7,500			8			16,632																		16,640
Common stock warrants and option activity:
Common Stock Warrants issued for services (BOD) on February 7, 2008, at $2.43 per share (6,000 warrants)																				21,870																		21,870
Common Stock Warrants issued for services (BOD) on May 21, 2008, at $2.47 per share (9,000 warrants)																				14,795																		14,795
Common Stock Warrants issued for services (BOD) on September 23, 2008, at $2.25 per share (25,000 warrants)
Common Stock Warrants issued for services (BOD) on November 13, 2008, at $1.35 per share (20,000 warrants)
Common Stock Warrants issued for services to non-employee on September 3, 2008, at $2.75 per share (76,500 warrants)
Common Stock Warrants issued for services to non-employee on October 1, 2008, at $1.36 per share (300,000 warrants)
Common Stock Warrants exercised cashless by Nutmeg/Black Diamond on April 2, 2008, at $1.84 per share														124,489			124			(124	)																	-
Common Stock Warrants exercised cashless by POOF on July 3, 2008, at $1.42 per share														325,957			326			(326	)																	-
Common Stock Options issued to employee on October 1, 2008, at fair value of $1.04 per share																				1,040,000																		1,040,000
Other:
Preferred stock B - converted to common stock on April 8, 2008								(1,000	)		(1	)		206,559			207			(206	)																	-
Preferred stock A - converted by former officer into common stock on June 25, 2008		(1,791,064	)		(1,791	)								895,532			895			896																		-
Preferred stock A - converted by former officer into common stock on August 13, 2008		(33,440,124	)		(33,440	)								16,720,062			16,720			16,720																		-
Treasury stock, purchased from former officer on August 13, 2008, for $.25 per share														(6,600,000	)																	(1,650,000	)					(1,650,000	)
Stock subscription receivable, net																				(130,518	)								185,693									55,175
Record other comprehensive loss - net unrealized gain /(loss) on short-term investments :
Other comprehensive loss - net unrealized loss recorded at June 30, 2008																																			(142,312	)		(142,312	)
Other comprehensive loss - net unrealized loss recorded at September 30, 2008																																			(819,015	)		(819,015	)
Other comprehensive loss - net unrealized loss recorded at December 31,2008																																			(114,073	)		(114,073	)
Reclassification of unrealized loss deemed to be other than temporary																																			837,850			837,850
Amortization and write-off of deferred compensation																				218,000																		218,000
Net loss for the year ended December 31, 2008																							(15,495,349	)														(15,495,349	)
Balance at December 31, 2008		5,000		$	5			-		$	-			62,854,203		$	69,549			35,842,053		$	(29,770,274	)	$	-		$	-		$	(1,716,473	)	$	(237,550	)	$	4,187,310
Common stock shares issued for cash :
Common stock issued for cash on December 15, 2009, at $0.50 per share														250,000			250			125,581																		125,831
Common stock shares issued for services rendered:
Common stock issued for services rendered, on January 8, 2009, at $1.17 per share plus 150,000 warrants														60,000			60			70,140																		70,200
Common stock issued for services rendered, on February 24, 2009, at $1.30 per share														15,000			15			19,485																		19,500
Common stock issued for services rendered, on March 20, 2009, at $1.25 per share plus 60,041 warrants														19,000			19			23,731																		23,750
Common stock issued for services rendered, on April 22, 2009, at $1.13 per share														225,000			225			254,025																		254,250
Common stock issued for services rendered, on March 24, 2009, at $1.37 per share														105,000			105			143,745																		143,850
Common stock issued for services rendered, on May 12, 2009, at $1.64 per share														300,000			300			491,700																		492,000
Common stock issued for services rendered, on September 10, 2009, at $0.90 per share														125,000			125			112,375																		112,500
Common stock issued for services rendered, on October 10, 2009, at $1.08 per share														600,000			600			647,400																		648,000
Common stock issued for services rendered, on October 10, 2009, at $1.08 per share														450,000			450			485,550																		486,000
Common stock issued for services rendered, on November 20, 2009, at $0.91 per share														250,000			250			227,250																		227,500
Common stock issued for services rendered, on November 23, 2009, at $0.87 per share														250,000			250			217,250																		217,500
Common stock issued for services rendered, on November 30, 2009, at $0.80 per share														300,000			300			239,700																		240,000
Common stock issued for services rendered, on December 17, 2009, at $0.62 per share														400,000			400			231,600																		232,000
Common stock issued for services rendered, on December 15, 2009, at $0.58 per share														200,000			200			115,800																		116,000
Common stock issued for services rendered, on December 15, 2009, at $0.58 per share														200,000			200			115,800																		116,000
Common stock issued for services rendered, on December 16, 2009, at $0.58 per share														200,000			200			137,663																		137,863
Common stock issued for services rendered, on December 17, 2009, at $0.62 per share														500,000			500			309,500																		310,000
Common stock issued for services rendered, on December 21, 2009, at $0.59 per share														100,000			100			58,900																		59,000
																																						-
Common stock warrants and option activity:
Common Stock Warrants issued for services to non-employees on January 2, 2009, at $1.50 per share																				103,147																		103,147
Common Stock Warrants issued for services to non-employees on February 18, 2009, at $2.50 per share																				31,666																		31,666
Common Stock Warrants issued for services to non-employees on March 2, 2009, at $1.02 per share																				54,618																		54,618
Common Stock Warrants issued for services (BOD) on March 27, 2009, at $1.04 per share (30,000 warrants)																				27,119																		27,119
Common Stock Warrants issued for services (BOD) on August 5, 2009, at $1.10 per share (25,000 warrants)																				24,519																		24,519
Common Stock Warrants amortization expense for warrants issued for services to non-employees on October 31, 2008, at $1.58 per share																				306,855																		306,855
Record Common Stock Options expense for options issued to former employee on October 5, 2009, at fair value of $1.18 per share																				1,986,236																		1,986,236
Common Stock Warrants issued for services to non-employees on April 1, 2009, at $1.50 per share																				98,661																		98,661
Common Stock Warrants issued for services to non-employees on April 1, 2009, at $1.01 per share																				140,880																		140,880
Common Stock Warrants issued for services to non-employees on November 11, 2009, at $0.58 per share																				54,653																		54,653
Common Stock Warrants issued for services to non-employees on November 23, 2009, at $0.58 per share																				17,584																		17,584
Common stock Warrants issued for services to former employee on December 15, 2009 at $0.58 per share																				93,836																		93,836
Common stock Warrants issued for services to former employee on December 15, 2009 at $0.58 per share																				71,616																		71,616
																																						-
																																						-
Other:																																						-
																																						-
Preferred stock A - converted to common stock on January 6, 2009		(5,000	)		(5	)								2,500			2			3																		-
																																						-
Record other comprehensive loss - unrealized loss recorded at July 31, 2009																																			237,550			237,550
																																						-
Net loss for the year ended December 31, 2009																							(12,292,104	)														(12,292,104	)
																							.
Balance at December 31, 2009		-		$	-			-		$	-			67,405,703		$	74,100			42,880,641		$	(42,062,378	)	$	-		$	-		$	(1,716,473	)	$	-		$	(824,110	)
Common stock shares issued for cash :
Common stock issued for cash on January 14, 2010, at $0.40 per share														97,950			98			39,090																		39,188
Common stock issued for cash on January 25, 2010, at $0.65 per share														153,847			154			99,846																		100,000
Common stock issued for cash on January 28, 2010, at $0.40 per share														175,000			175			69,729																		69,904
Common stock issued for cash on February 5, 2010, at $0.33 per share														300,000			300			99,661																		99,961
Common stock issued for cash on February 9, 2010, at $0.40 per share														100,000			100			39,900																		40,000
Common stock issued for cash on February 23, 2010, at $0.40 per share														32,500			33			12,968																		13,000
Common stock issued for cash on February 23, 2010, at $0.30 per share														156,000			156			46,644																		46,800
Common stock issued for cash on February 26, 2010, at $0.30 per share														50,000			50			14,950																		15,000
Common stock issued for cash on March 5, 2010, at $0.25 per share														155,000			155			38,595																		38,750
Common stock issued for cash on March 10, 2010, at $0.30 per share														66,667			67			19,904																		19,971
Common stock issued for cash on March 12, 2010, at $0.30 per share														283,333			283			84,678																		84,961
Common stock issued for cash on March 25, 2010, at $0.19 per share														265,625			266			49,734																		50,000
Common stock shares issued for services rendered:
Common stock issued for services rendered, on January 6, 2010, at $.58 per share														725,000			725			419,775																		420,500
Common stock issued for services rendered, on January 12, 2010, at $.75 per share														330,642			331			247,431																		247,762
Common stock issued for services rendered, on February 2, 2010, at $.62 per share														250,000			250			154,750																		155,000
Common stock issued for services rendered, on February 5, 2010, at $.57 per share														250,000			250			142,250																		142,500
Common stock issued for services rendered, on February 9, 2010, at $.62 per share														164,423			164			101,475																		101,639
Common stock issued for services rendered, on February 12, 2010, at $.50 per share														5,050			5			2,495																		2,500
Common stock issued for services rendered, on February 17, 2010, at $.51 per share														500,000			500			254,500																		255,000
Common stock issued for services rendered, on February 23, 2010, at $.45 per share														300,000			300			134,700																		135,000
Common stock issued for services rendered, on February 24, 2010, at $.45 per share														10,000			10			5,090																		5,100
Common stock issued for services rendered, on February 25, 2010, at $.41 per share														316,789			317			129,683																		130,000
Common stock issued for services rendered, on March 12, 2010, at $.39 per share														17,948			18			6,982																		7,000
Common stock issued for services rendered, on March 15, 2010, at $.32 per share														360,000			360			114,840																		115,200
Common stock issued for services rendered, on March 25, 2010, at $.19 per share														200,000			200			37,800																		38,000
Common stock issued for services rendered, on March 30, 2010, at $.25 per share														28,000			28			6,972																		7,000
Common stock issued for services rendered, on March 31, 2010, at $.34 per share														246,933			247			83,710																		83,957
Common stock shares issued for severance:
Common stock issued for severance, on January 27, 2010, at $.63 per share														1,400,000			1,400			880,600																		882,000
Common stock issued for severance, on January 29, 2010, at $.78 per share														100,000			100			77,900																		78,000
Common stock shares issued in replacement of warrants:
Common stock issued in replacement of warrants, on January 29, 2010, at $.63 per share														36,667			37			23,064																		23,101
Common stock issued in replacement of warrants, on February 1, 2010, at $.63 per share														31,667			32			19,919																		19,951
Common stock issued in replacement of warrants, on February 2, 2010, at $.63 per share														4,999			5			3,144																		3,149
Common stock issued in replacement of warrants, on February 11, 2010, at $.53 per share														15,000			15			7,935																		7,950
Common stock issued in replacement of warrants, on March 22, 2010, at $.63 per share														35,934			36			22,602																		22,638
Common stock issued in replacement of warrants, on March 29, 2010, at $.25 per share														37,757			38			9,401																		9,439
Common stock warrants and option activity:
Warrants for services q1 2010																				406,100																		406,100
Net loss for period ended March 31, 2010																							(3,504,648	)														(3,504,648	)
		-			-			-			-			74,608,434			81,303			46,789,458			(45,567,026	)		-			-			(1,716,473	)		-			(412,738	)

See accompanying notes to ~~the~~consolidated ~~condensed~~ financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of ~~Stockholders'~~ ~~Equity~~Cash ~~(Deficit)~~Flows

														(Restated)		Deficit			(Restated)								Accumulated		(Restated)
	Preferred Stock A				Preferred Stock B				Common Stock					Additional		Accumulated						Stock					Other
	Preferred		Par Value $.001		Preferred		Par Value $.001		Common			Par Value $.001		Paid-In		during the			Deferred			Subscription			Treasury		Comprehensive
	Shares		$ Amount		Shares		$ Amount		Shares			$ Amount		Capital		Development Stage			Compensation			Receivable			Stock		Loss		Total
Common stock shares issued for cash :
Common stock issued for cash on January 4, 2004, at $.50 per share plus 32,890 warrants										32,890					16,445															16,445
Common stock issued for cash on January 16, 2004, at $.50 per share plus 7,020 warrants										7,020					3,510															3,510
Common stock issued for cash on January 28, 2004, at $.50 per share plus 33,000 warrants										33,000					16,500															16,500
Common stock issued for cash on February 5, 2004, at $.50 per share plus 60,500 warrants										60,500					30,250															30,250
Common stock issued for cash on February 17, 2004, at $.50 per share plus 30,000 warrants										30,000					15,000															15,000
Common stock issued for cash on March 3, 2004, at $.50 per share plus 14,610 warrants										14,610					7,305															7,305
Common stock issued for cash on March 16, 2004, at $.50 per share plus 8,000 warrants										8,000					4,000															4,000
Common stock issued for cash on March 19, 2004, at $.50 per share plus 18,000 warrants										18,000					9,000															9,000
Common stock issued for cash on March 25, 2004, at $.50 per share plus 49,500 warrants										49,500					24,750															24,750
Common stock issued for cash on April 13, 2004, at $.50 per share plus 19,500 warrants										19,500					9,750															9,750
Common stock issued for cash on April 23, 2004, at $.50 per share plus 11,000 warrants										11,000					5,500															5,500
Common stock issued for cash on July 6, 2004, at $.50 per share plus 538,000 warrants										538,000					317,720															317,720
Common stock issued for cash on July 9, 2004, at $.50 per share plus 36,500 warrants										36,500					18,250															18,250
Common stock issued for cash on August 13, 2004, at $.50 per share plus 11,000 warrants										11,000					5,500															5,500
Common stock issued for cash on October 12, 2004, at $1.50 per share plus 43,000 warrants										43,000					64,500															64,500
Common stock issued for cash on October 14, 2004, at $1.00 per share plus 2,000 warrants										2,000					2,000															2,000
Common stock issued for cash on October 21, 2004, at $1.00 per share plus 3,125 warrants										3,125					3,125															3,125
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

(With Cumulative Totals Since Inception)

~~See accompanying notes to the condensed financial statements.~~(unaudited)

							July 19, 2002
	Three Months Ended						(Inception)
	March 31,			March 31,			to
	2010			2009			March 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,504,648	)	$	(1,697,362	)	$	(45,567,028	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		143,249			32,328			800,495
Amortization		1,165			-			1,165
Preferred stock issued for services		-			-			400,000
Common stock issued for services		1,408,356			43,250			23,793,665
Amortization of prepaid common stock issued for services		442,500			548,675			6,226,050
Common stock warrants and options issued for services		492,327			455,960			3,875,296
Amortization of deferred compensation		-			-			545,000
Loss on sale of property and equipment		-			-			51,441
Loss on sale of real estate and forfeiture of deposit		-			-			212,936
Loss on sale of short-term investments		-			17,438			17,438
Change in severance payable non-cash		-			-			1,035,485
Change in fair value of derivative financial instruments		4,840			(695,854	)		(13,946,839	)
Other than temporary losses on short-term investments		-			-			1,075,400
Common stock issued as charitable contribution		-			-			50,000

Changes in operating assets and liabilities					-
Prepaid services		(60,000	)		53,750			786,625
Deposits		8,694			-			(170,636	)
Prepaid patent costs		(45,477	)		(37,125	)		(684,535	)
Accounts payable and accrued liabilities		355,543			(109,025	)		2,213,221
Deferred revenue		210,000			-			330,000
Severance payable		6,590			(50,000	)		1,006,590

Total adjustments		2,967,784			259,397			27,618,796

Net cash used in operating activities		(536,866	)		(1,437,965	)		(17,948,232	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - equipment & machinery		-			(72,208	)		(666,697	)
Purchase of property and equipment - construction-in-progress		-			(194,163	)		(1,352,987	)
Proceeds from sale of property and equipment		-			-			44,200
Proceeds from sale of real estate		-			-			617,864
Purchase of short-term investments		-			-			(4,586,334	)
Proceeds from sale of short-term investments		-			487,985			3,510,934

Net cash provided by (used in) investing activities		-			221,614			(2,433,020	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		617,535			-			21,745,541
Proceeds from stock subscription receivable		-			-			(130,518	)
Proceeds from royalty advance		-			-			750,000
Purchase of treasury stock		-			-			(1,716,473	)
Repayment of loans payable and capital lease obligation		(11,390	)		(13,092	)		(157,399	)

Net cash provided by (used in) financing activities		606,145			(13,092	)		20,491,151

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		69,279			(1,229,443	)		109,899

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		40,620			2,013,730

CASH AND CASH EQUIVALENTS - END OF PERIOD	$	109,899		$	784,287		$	109,899

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Interest Paid	$	-		$	3,144		$	65,596

See accompanying notes to consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

~~Consolidated Statements~~Notes ~~of Stockholders'~~to ~~Equity~~the ~~(Deficit)~~Consolidated Financial Statements

													(Restated)		Deficit			(Restated)								Accumulated		(Restated)
	Preferred Stock A				Preferred Stock B				Common Stock				Additional		Accumulated						Stock					Other
	Preferred		Par Value $.001		Preferred		Par Value $.001		Common		Par Value $.001		Paid-In		during the			Deferred			Subscription			Treasury		Comprehensive
	Shares		$ Amount		Shares		$ Amount		Shares		$ Amount		Capital		Development Stage			Compensation			Receivable			Stock		Loss		Total
Common stock shares issued for cash :
Common stock issued for cash on January 14, 2005, at $1.00 per share plus 5,000 warrants										5,000				5,000															5,000
Common stock issued for cash on January 18, 2005, at $1.00 per share plus 10,000 warrants										10,000				10,000															10,000
Common stock issued for cash on March 2, 2005, at $1.00per share plus 25,980 warrants										25,980				25,980															25,980
Common stock issued for cash on March 29, 2005, at $1.00 per share										2,000				2,000															2,000
Common stock issued for cash on September 16, 2005, at $2.00 per share plus 11,500 warrants										11,500				23,000															23,000
Common stock issued for cash on October 5, 2005, at $2.00 per share plus 5,000 warrants										5,000				10,000															10,000
Common stock issued for cash on October 5, 2005, at $2.00 per share plus 11,500 warrants										11,500				23,000															23,000
Common stock issued for cash on November 2, 2005, at $2.00 per share plus 500 warrants										500				1,000															1,000
Common stock issued for cash on November 2, 2005, at $1.00 per share plus 5,000 warrants										5,000				5,000															5,000
Common stock issued for cash on November 8, 2005, at $1.00 per share plus 22,000 warrants										22,000				22,000															22,000
Common stock issued for cash on November 9, 2005, at $1.00 per share plus 5,000 warrants										5,000				5,000															5,000
Common stock issued for cash on November 18, 2005, at $2.00 per share plus 97,000 warrants										97,000				96,990															96,990
Common stock issued for cash on November 18, 2005, at $1.00 per share plus 16,000 warrants										16,000				32,000															32,000
Common stock issued for cash on November 22, 2005, at $1.00 per share plus 7,000 warrants										7,000				7,000															7,000
Common stock issued for cash on November 22, 2005, at $2.00 per share plus 24,835 warrants										24,835				49,670															49,670
Common stock issued for cash on November 23, 2005, at $2.00 per share plus 2,000 warrants										2,000				4,000															4,000
Common stock issued for cash on November 30, 2005, at $2.00 per share plus 5,000 warrants										5,000				10,000															10,000
Common stock issued for cash on November 30, 2005, at $1.00 per share plus 25,000 warrants										25,000				25,000															25,000
Common stock issued for cash on December 2, 2005, at $2.00 per share plus 2,500 warrants										2,500				5,000															5,000
Common stock issued for cash on December 2, 2005, at $1.00 per share plus 5,000 warrants										5,000				5,000															5,000
Common stock issued for cash on December 6, 2005, at $2.00 per share plus 2,500 warrants										2,500				5,000															5,000
Common stock issued for cash on December 7, 2005, at $2.00 per share plus 2,500 warrants										2,500				5,000															5,000
Common stock issued for cash on December 7, 2005, at $1.00 per share plus 25,000 warrants										25,000				25,000															25,000
Common stock issued for cash on December 8, 2005, at $2.00 per share plus 16,285 warrants										16,285				32,570															32,570
Common stock issued for cash on December 14, 2005, at $2.00 per share plus 26,850 warrants										26,850				53,700															53,700
Common stock issued for cash on December 16, 2005, at $1.00 per share plus 13,000 warrants										13,000				13,000															13,000
Common stock issued for cash on December 19, 2005, at $2.00 per share plus 46,000 warrants										46,000				92,000															92,000
Common stock issued for cash on December 28, 2005, at $2.00 per share plus 10,000 warrants										10,000				20,000															20,000
Common stock issued for cash on December 30, 2005, at $.70 per share plus 338,000 warrants										84,500				59,423															59,423
Common stock issued for cash on December 30, 2005, at $2.00 per share plus 6,500 warrants										6,500				13,000															13,000
Common stock issued for cash on December 30, 2005, at $1.02 per share plus 100,000 warrants										100,000				102,000															102,000
Common stock issued for cash on December 30, 2005, at $.65 per share plus 85,200 warrants										21,300				13,815															13,815
Common stock issued for cash on December 30, 2005, at $.65 per share plus 20,000 warrants										5,000				3,235															3,235
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 $.36 per share plus 18,000 warrants										4,500				1,610															1,610
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 $.99 per share plus 8,000 warrants										2,000				1,985															1,985
Common stock issued for cash on December 30, 2005, at $.70 per share plus 134,000 warrants										33,500				23,385															23,385
Common stock issued for cash on December 31, 2005, at $1.02 per share plus 26,705 warrants										26,705				61,362															61,362
Common Stock Shares issued for services rendered:
Common stock issued for services rendered on March 11, 2005, at $1.00 per share, plus 8,000 warrants										8,000				8,000															8,000
Common stock issued for services rendered on March 21, 2005, at $1.00 per share, plus 42,000 warrants										42,000				42,000															42,000
Common stock issued for services rendered on March 29, 2005, at $1.00 per share, plus 2,000 warrants										2,500				2,500															2,500
Common stock issued for services rendered on December 8, 2005, at $1.00 per share, plus 1,000 warrants										1,000				1,000															1,000
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										7,500,000																			-
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

March 31, 2010

See accompanying notes to the condensed financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

								(Restated)		Deficit	(Restated)			Accumulated	(Restated)
	Preferred Stock A		Preferred Stock B		Common Stock			Additional		Accumulated		Stock		Other
	Preferred	Par Value $.001	Preferred	Par Value $.001	Common		Par Value $.001	Paid-In		during the	Deferred	Subscription	Treasury	Comprehensive
	Shares	$ Amount	Shares	$ Amount	Shares		$ Amount	Capital		Development Stage	Compensation	Receivable	Stock	Loss	Total
Common stock shares issued for cash :
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 on January 19, 2006, at $2.00 per share plus 3,000 warrants						3,000			6,000							6,000
Common stock issued for cash on January 23, 2006, at $2.00 per share plus 2,500 warrants						2,500			5,000							5,000
Common stock issued for cash on January 26, 2006, at $2.00 per share plus 29,500 warrants						29,500			59,000							59,000
Common stock issued for cash on January 27, 2006, at $2.00 per share plus 11,100 warrants						11,100			22,200							22,200
Common stock issued for cash on January 31, 2006, at $2.00 per share plus 15,000 warrants						15,000			30,000							30,000
Common stock issued for cash on February 1, 2006, at $1.00 per share plus 2,000 warrants						2,000			2,000							2,000
Common stock issued for cash on February 2, 2006, at $2.00 per share plus 1,000 warrants						1,000			2,000							2,000
Common stock issued for cash on February 2, 2006, at $2.00 per share plus 6,000 warrants						1,500			3,000							3,000
Common stock issued for cash on February 6, 2006, at $2.00 per share plus 10,000 warrants						10,000			20,000							20,000
Common stock issued for cash on February 8, 2006, at $1.00 per share plus 100,000 warrants						100,000			100,000							100,000
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 February 10, 2006, at $1.00 per share plus 10,000 warrants						10,000			10,000							10,000
Common stock issued for cash on February 15, 2006, at $2.00 per share plus 15,000 warrants						15,000			30,000							30,000
Common stock issued for cash on February 16, 2006, at $1.00 per share plus 200,000 warrants						200,000			200,000							200,000
Common stock issued for cash on February 16, 2006, at $2.00 per share plus 10,000 warrants						10,000			20,000							20,000
Common stock issued for cash on February 17, 2006, at $1.02 per share plus 50,000 warrants						50,000			50,614							50,614
Common stock issued for cash on February 22, 2006, at $2.00 per share plus 2,000 warrants						2,000			4,000							4,000
Common stock issued for cash on February 28, 2006, at $1.00 per share plus 15,500 warrants						15,500			15,500							15,500
Common stock issued for cash on March 2, 2006, at $2.00 per share plus 15,000 warrants						15,000			30,000							30,000
Common stock issued for cash on March 13, 2006, at $1.00 per share plus 25,000 warrants						25,000			25,000							25,000
Common stock issued for cash on March 16, 2006, at $1.00 per share plus 2,500 warrants						2,500			2,500							2,500
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 March 20, 2006, at $2.00 per share plus 11,800 warrants						11,800			23,600							23,600
Common stock issued for cash on April 5, 2006, at $2.00 per share plus 1,000 warrants						1,000			2,000							2,000
Common stock issued for cash on April 26, 2006, at $2.00 per share plus 8,000 warrants						8,000			16,000							16,000
Common stock issued for cash on May 4, 2006, at $2.00 per share plus 2,200 warrants						2,200			4,400							4,400
Common stock issued for cash on May 8, 2006, at $2.00 per share plus 500 warrants						500			1,000							1,000
Common stock issued for cash on May 10, 2006, at $2.00 per share plus 750 warrants						750			1,500							1,500
Common stock issued for cash on May 15, 2006, at $2.00 per share plus 2,500 warrants						2,500			5,000							5,000
Common stock issued for cash on May 17, 2006, at $1.00 per share plus 600,000 warrants						600,000			600,000							600,000
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 May 22, 2006, at $1.00 per share plus 2,000 warrants						1,000			1,000							1,000
Common stock issued for cash on May 25, 2006, at $1.00 per share plus 8,000 warrants						8,000			16,000							16,000
Common stock issued for cash on May 30, 2006, at $2.00 per share plus 19,500 warrants						19,500			39,000							39,000
Common stock issued for cash on June 2, 2006, at $1.00 per share plus 11,800 warrants						11,800			11,800							11,800
Common stock issued for cash on June 7, 2006, at $2.00 per share plus 1,250 warrants						1,250			2,500							2,500
Common stock issued for cash on June 7, 2006, at $2.00 per share plus 15,000 warrants						15,000			14,990							14,990
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 June 22, 2006, at $2.00 per share plus 2,500 warrants						2,500			5,000							5,000
Common stock issued for cash on June 23, 2006, at $1.00 per share plus 24,000 warrants						24,000			24,000							24,000
Common stock issued for cash on June 26, 2006, at $2.00 per share plus 1,900 warrants						1,900			3,800							3,800
Common stock issued for cash on July 6, 2006, at $2.00 per share plus 250 warrants						250			500							500
Common stock issued for cash on July 11, 2006, at $1.00 per share plus 25,000 warrants						25,000			25,000							25,000
Common stock issued for cash on July 17, 2006, at $1.02 per share plus 872,000 warrants						436,000			445,000							445,000
Common stock issued for cash on July 27, 2006, at $2.00 per share plus 2,250 warrants						2,250			4,500							4,500
Common stock issued for cash on July 28, 2006, at $1.00 per share plus 10,000 warrants						10,000			10,000							10,000
Common stock issued for cash on August 4, 2006, at $2.00 per share plus 100,000 warrants						50,000			99,961							99,961
Common stock issued for cash on August 14, 2006, at $1.00 per share plus 160,000 warrants						160,000			160,000							160,000
Common stock issued for cash on August 14, 2006, at $2.00 per share plus 100,000 warrants						50,000			99,961							99,961
Common stock issued for cash on August 30, 2006, at $1.00 per share						3,200			3,200							3,200
Common stock issued for cash on September 13, 2006, at $1.00 per share plus 14,500 warrants						14,500			14,500							14,500
Common stock issued for cash on September 14, 2006, at $1.00 per share plus 50,000 warrants						50,000			50,000							50,000
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 on September 15, 2006, at $1.00 per share plus 77,510 warrants						47,150			47,510							47,510
Common stock issued for cash on September 15, 2006, at $2.00 per share plus 1,600 warrants						1,600			3,200							3,200

See accompanying notes to the condensed financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

															(Restated)			Deficit			(Restated)							Accumulated		(Restated)
	Preferred Stock A				Preferred Stock B				Common Stock						Additional			Accumulated					Stock					other
	Preferred		Par Value $.001		Preferred		Par Value $.001		Common			Par Value $.001			Paid-In			during the			Deferred		Subscription			Treasury		Comprehensive
	Shares		$ Amount		Shares		$ Amount		Shares			$ Amount			Capital			Development Stage			Compensation		Receivable			Stock		Loss		Total
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 on January 29, 2007, at $0.30 per share										8,000			8			2,392															2,400
Common stock issued for cash on February 2, 2007, at $0.30 per share										3,500			4			1,046															1,050
Common stock issued for cash on February 21, 2007, at $0.30 per share										6,000			6			1,794															1,800
Common stock issued for cash on March 7, 2007, at $1.08 per share										186,822			187			201,156															201,343
Common stock issued for cash from April 2, 2007, at $0.32 per share										88,800			89			28,327															28,416
Common stock issued for cash from April 23, 2007, at $0.32 per share										66,500			67			21,213															21,280
Common stock issued for cash from April 30, 2007, at $0.32 per share										47,500			48			15,152															15,200
Common stock issued for cash from May 7, 2007, at $0.32 per share										9,100			9			2,903															2,912
Common stock issued for cash from May 14, 2007, at $0.32 per share										39,900			40			12,728															12,768
Common stock issued for cash from May 21, 2007, at $0.32 per share										56,588			57			18,051															18,108
Common stock issued for cash from May 29, 2007, at $0.32 per share										39,000			39			12,441															12,480
Common stock issued for cash from June 4, 2007, at $0.32 per share										19,873			20			6,339															6,359
Common stock issued for cash from June 11, 2007, at $0.32 per share										113,703			114			34,621															34,735
Common stock issued for cash from June 25, 2007, at $0.32 per share										18,600			19			5,933															5,952
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

See accompanying notes to the condensed financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

									(Restated)		Deficit	(Restated)			Accumulated	(Restated)
	Preferred Stock A		Preferred Stock B		Common Stock				Additional		Accumulated		Stock		other
	Preferred	Par Value $.001	Preferred	Par Value $.001	Common		Par Value $.001		Paid-In		during the	Deferred	Subscription	Treasury	Comprehensive
	Shares	$ Amount	Shares	$ Amount	Shares		$ Amount		Capital		Development Stage	Compensation	Receivable	Stock	Loss	Total
Common Stock Shares issued for services rendered:
Common stock issued for services rendered, on March 19, 2007, at $1.00 per share						5,000		5		4,995							5,000
Common stock issued for services rendered, on March 19, 2007, at $0.50 per share						20,000		20		9,980							10,000
Common stock issued for services rendered, on March 20, 2007, at $0.50 per share						11,000		11		10,989							11,000
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 9, 2007, at $1.00 per share						4,700		4		4,696							4,700
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						1,000		1		3,409							3,410
Common stock issued for services rendered, on August 31, 2007, at $3.41 per share						10,000		10		34,090							34,100
Common stock issued for services to be performed, service valued on August 31, 2007, at $3.41 per share						350,000		350		1,193,150							1,193,500
Common stock issued for services to be performed, service valued on September 14, 2007, at $2.29 per share						150,000		150		343,350							343,500
Common stock issued to employee for services rendered, on October 1, 2007, at $2.60 per share						300,000		300		779,700							780,000
Common stock issued for services to be performed, service valued on October 02, 2007, at $2.47 per share						350,000		350		864,150							864,500
Common stock issued for services to be performed, service valued on October 02, 2007, at $2.40 per share						75,000		75		179,926							180,001
Common stock issued for services rendered, on October 9, 2007, at $2.69 per share						47,579		47		127,703							127,750
Common stock issued to employee for services rendered, on October 22, 2007, at $1.86 per share						50,000		50		92,950							93,000
Common stock issued for services rendered, on October 29, 2007, at $2.25 per share						150,000		150		337,350							337,500
Common stock issued for services rendered, on November 9, 2007, at $3.23 per share						130,000		130		419,770							419,900
Common stock issued for services rendered, on November 19, 2007, at $3.50 per share						50,000		50		174,950							175,000
Common stock issued for services rendered, on November 26, 2007, at $3.01 per share						30,000		30		90,270							90,300
Common stock issued for services rendered, on December 3, 2007, at $2.00 per share						45,094		45		89,955							90,000
Common stock issued for services rendered, on December 4, 2007, at $3.15 per share						50,000		50		157,450							157,500
Common stock issued for services rendered, on December 11, 2007, at $2.50 per share						200,000		200		499,800							500,000
Common stock issued for services rendered, on December 17, 2007, at $1.446 per share						400,000		400		578,052							578,452
Common stock issued for services rendered, on December 17, 2007, at $2.50 per share						100,000		100		249,900							250,000
Common stock issued for services rendered, on December 18, 2007, at $3.02 per share						50,000		50		150,950							151,000
Common stock issued for services rendered, on December 21, 2007, at $3.00 per share						40,000		40		119,960							120,000
Common stock issued for services rendered, on December 27, 2007, at $3.10 per share						50,000		50		154,950							155,000

See accompanying notes to the condensed financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

														(Restated)		Deficit			(Restated)								Accumulated		(Restated)
	Preferred Stock A				Preferred Stock B				Common Stock					Additional		Accumulated					Stock						other
	Preferred		Par Value $.001		Preferred		Par Value $.001		Common			Par Value $.001		Paid-In		during the			Deferred		Subscription			Treasury			Comprehensive
	Shares		$ Amount		Shares		$ Amount		Shares			$ Amount		Capital		Development Stage			Compensation		Receivable			Stock			Loss		Total
Other:
Preferred Stock B Shares issued for settlement of services						1,000		1							399,999															400,000
Treasury stock, purchased from former officer on May 17, 2007, at $.70 per share										(94,961	)														(66,473	)				(66,473	)
Stock subscriptions receiveable, net																						475,000								475,000
Amortization of deferred compensation															109,000															109,000
Reclassification of derivative liability into additional paid in capital due to cancellation of warrants															2,187,850															2,187,850
Net loss for the year ended December 31, 2007 (Restated, see Note 20)																	(6,578,331	)												(6,578,331	)
Balance at December 31, 2007 (Restated)		35,236,188		35,236		1,000		1		30,263,330			30,358		6,328,170		(14,274,925	)		-		(185,693	)		(66,473	)		-		(8,133,326	)
Common stock shares issued for cash :
Common stock issued for cash on February 19, 2008, at $2.00 per share										17,000			17		33,983															34,000
Common stock issued for cash on March 5, 2008, at $1.61 per share										31,057			31		49,969															50,000
Common stock issued for cash on March 18, 2008, at $1.00 per share, plus 850,669 warrants										850,669			851		849,818															850,669
Common stock issued for cash on March 26, 2008, at $1.00 per share, plus 1,138,500 warrants										1,138,500			1,138		1,137,362															1,138,500
Common stock issued for cash on March 26, 2008, at $1.18 per share										9,000			9		10,611															10,620
Common stock issued for cash on April 1, 2008, at $1.00 per share, plus 3,387,980 warrants										3,387,980			3,388		3,384,593															3,387,981
Common stock issued for cash on April 11, 2008, at $1.11 per share, plus 1,929,775 warrants										1,929,775			1,930		2,148,662															2,150,592
Common stock issued for cash on April 25, 2008, at $1.19 per share, plus 1,487,139 warrants										1,487,139			1,487		1,771,366															1,772,853
Common stock issued for cash on May 15, 2008, at $1.10 per share plus 39,100 warrants										39,100			39		42,891															42,930
Common stock issued for cash on June 12, 2008, at $1.00 per share, plus 236,909 warrants										236,909			237		236,672															236,909
Common stock issued for cash on June 23, 2008, at $1.00 per share										250,000			250		249,750															250,000
Common stock issued for cash on July 1, 2008, at $1.00 per share, plus 391,730 warrants										391,730			392		391,338															391,730
Common stock issued for cash on July 21, 2008, at $1.00 per share, plus 73,480 warrants										73,480			73		73,407															73,480
Common stock issued for cash on August 21, 2008, at $.88 per share										10,000			10		8,740															8,750
Common stock issued for cash on September 4, 2008, at $1.04 per share										13,867			14		14,384															14,398
Common stock issued for cash on September 29, 2008, at $1.00 per share										1,723,844			1,724		1,722,120															1,723,844
Common stock issued for cash on October 7, 2008, at $1.00 per share										497,375			497		496,878															497,375
Common stock issued for cash on October 7, 2008, at $1.00 per share										7,500			8		7,492															7,500
Common stock issued for cash on October 10, 2008, at $1.00 per share										10,000			10		9,990															10,000
Common stock issued for cash on October 15, 2008, at $1.00 per share, plus 2,500 warrants										241,000			241		240,359															240,600
Common stock issued on December 16, 2008, at $0 per share										850,000			850		1,089															1,939

See accompanying notes to the condensed financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

									(Restated)		Deficit	(Restated)			Accumulated	(Restated)
	Preferred Stock A		Preferred Stock B		Common Stock				Additional		Accumulated		Stock		other
	Preferred	Par Value $.001	Preferred	Par Value $.001	Common		Par Value $.001		Paid-In		during the	Deferred	Subscription	Treasury	Comprehensive
	Shares	$ Amount	Shares	$ Amount	Shares		$ Amount		Capital		Development Stage	Compensation	Receivable	Stock	Loss	Total
Common stock shares issued for services rendered:
Common stock issued for services rendered, on February 1, 2008, at $2.95 per share						100,000		100		294,900							295,000
Common stock issued for services rendered, on February 6, 2008, at $2.63 per share						150,000		150		394,350							394,500
Common stock issued for services rendered, on February 13, 2008, at $2.39 per share						12,500		13		29,862							29,875
Common stock issued for services rendered, on February 15, 2008, at $2.42 per share						20,000		20		48,380							48,400
Common stock issued for services rendered, on February 28, 2008, at $2.15 per share						25,000		25		53,725							53,750
Common stock issued for services rendered, on February 29, 2008, at $2.19 per share						175,000		175		383,075							383,250
Common stock issued for services rendered, on March 14, 2008, at $2.10 per share						5,000		5		10,495							10,500
Common stock issued for services rendered, on March 18, 2008, at $1.60 per share						30,000		30		47,970							48,000
Common stock issued for services rendered, on March 19, 2008, at $1.60 per share						20,000		20		31,980							32,000
Common stock issued for services rendered, on March 31, 2008, at $1.90 per share						350,000		350		664,650							665,000
Common stock issued for services rendered, on April 1, 2008, at $1.95 per share						70,000		70		136,430							136,500
Common stock issued for penalty, on April 2, 2008, at $1.84 per share						50,000		50		91,950							92,000
Common stock issued for services rendered, on April 4, 2008, at $1.90 per share						20,000		20		37,980							38,000
Common stock issued for services rendered, on April 4, 2008, at $1.90 per share						1,066,666		1,067		2,025,598							2,026,665
Common stock issued for services rendered, on April 14, 2008, at $3.05 per share						150,000		150		457,350							457,500
Common stock issued for services rendered, on April 29, 2008, at $3.07 per share						883,333		883		2,710,950							2,711,833
Common stock issued for services rendered, on May 7, 2008, at $2.55 per share						1,000,000		1,000		2,549,000							2,550,000
Common stock issued for services rendered, on May 12, 2008, at $2.65 per share						20,000		20		52,980							53,000
Common stock issued for services rendered, on May 13, 2008, at $2.79 per share						50,000		50		139,450							139,500
Common stock issued for services rendered, on June 3, 2008, at $2.10 per share						150,000		150		314,850							315,000
Common stock issued for services rendered, on June 11, 2008, at $2.25 per share						88,750		89		199,599							199,688
Common stock issued for services rendered, on June 13, 2008, at $2.25 per share						125,000		125		281,125							281,250
Common stock issued for penalty to "POOF", on June 30, 2008, at $2.09 per share						650,000		650		1,357,850							1,358,500
Common stock issued for services rendered, on July 14, 2008, at $1.66 per share						200,000		200		331,800							332,000
Common stock issued for services rendered, on July 25, 2008, at $1.40 per share						75,000		75		104,925							105,000
Common stock issued for services rendered, on August 8, 2008, at $1.03 per share						75,000		75		77,175							77,250
Common stock issued for services rendered, on August 25, 2008, at $1.25 per share						6,000		6		7,494							7,500
Common stock issued for services rendered, on September 8, 2008, at $.96 per share						1,500,000		1,500		1,438,500							1,440,000
Common stock issued for services rendered, on October 7, 2008, at $1.49 per share						100,000		100		148,900							149,000
Common stock issued for services rendered, on October 15, 2008, at $1.25 per share						60,000		60		74,940							75,000
Common stock issued for services rendered, on October 20, 2008, at $1.50 per share						125,000		125		187,375							187,500
Common stock issued for services rendered, on October 24, 2008, at $1.37 per share						100,000		100		136,900							137,000
Common stock issued for services rendered, on October 31, 2008, at $1.55 per share, plus 300,000 warrants						150,000		150		232,350							232,500
Common stock issued for services rendered, on December 16, 2008, at $1.35 per share						12,600		13		16,997							17,010
Common stock issued for services rendered, on December 18, 2008, at $1.08 per share						100,000		100		107,900							108,000
Common stock issued to employees for services rendered, on June 26, 2008, at $2.08 per share						7,500		8		16,632							16,640

See accompanying notes to the condensed financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

																		(Restated)			Deficit			(Restated)						Accumulated			(Restated)
	Preferred Stock A						Preferred Stock B						Common Stock					Additional			Accumulated				Stock					other
	Preferred			Par Value $.001			Preferred			Par Value $.001			Common			Par Value $.001		Paid-In			during the			Deferred	Subscription		Treasury			Comprehensive
	Shares			$ Amount			Shares			$ Amount			Shares			$ Amount		Capital			Development Stage			Compensation	Receivable		Stock			Loss			Total
Common stock warrants and option activity:
Common Stock Warrants issued for services (BOD) on February 7, 2008, at $2.43 per share (6,000 warrants)																			21,870															21,870
Common Stock Warrants issued for services (BOD) on May 21, 2008, at $2.47 per share (9,000 warrants)																			14,795															14,795
Common Stock Warrants issued for services (BOD) on September 23, 2008, at $2.25 per share (25,000 warrants)																			50,000															50,000
Common Stock Warrants issued for services (BOD) on November 13, 2008, at $1.35 per share (20,000 warrants)																			24,600															24,600
Common Stock Warrants issued for services to non-employee on September 3, 2008, at $2.75 per share (76,500 warrants)																			78,030															78,030
Common Stock Warrants issued for services to non-employee on October 1, 2008, at $1.36 per share (300,000 warrants)																			102,285															102,285
Common Stock Warrants exercised cashless by Nutmeg/Black Diamond on April 2, 2008, at $1.84 per share														58,478			58		(58	)														-
Common Stock Warrants exercised cashless by Nutmeg/Black Diamond on April 2, 2008, at $1.84 per share														66,011			66		(66	)														-
Common Stock Warrants exercised cashless by POOF on July 3, 2008, at $1.42 per share														325,957			326		(326	)														-
Common Stock Options issued to employee on October 1, 2008, at fair value of $1.04 per share																			1,040,000															1,040,000
Other:
Preferred stock B - converted to common stock on April 8, 2008								(1,000	)		(1	)		206,559			207		(206	)														-
Preferred stock A - converted by former officer into common stock on June 25, 2008		(1,791,064	)		(1,791	)								895,532			895		896															-
Preferred stock A - converted by former officer into common stock on August 13, 2008		(33,440,124	)		(33,440	)								16,720,062			16,720		16,720															-
Treasury stock, purchased from former officer on August 13, 2008, for $.25 per share														(6,600,000	)													(1,650,000	)					(1,650,000	)
Stock subscription receivable, net																			(130,518	)						185,693								55,175
Record other comprehensive loss - net unrealized gain /(loss) on short-term investments :
Other comprehensive loss - net unrealized loss recorded at June 30, 2008																															(142,312	)		(142,312	)
Other comprehensive loss - net unrealized loss recorded at September 30, 2008																															(819,015	)		(819,015	)
Other comprehensive loss - net unrealized loss recorded at December 31,2008																															(114,073	)		(114,073	)
Reclassification of unrealized loss deemed to be other than temporary																															837,850			837,850
Amortization and write-off of deferred compensation																			218,000															218,000
Net loss for the year ended December 31, 2008																						(15,495,349	)											(15,495,349	)

See accompanying notes to the condensed financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

															(Restated)		Deficit			(Restated)							Accumulated			(Restated)
	Preferred Stock A						Preferred Stock B				Common Stock				Additional		Accumulated					Stock					Other
	Preferred			Par Value $.001			Preferred		Par Value $.001		Common		Par Value $.001		Paid-In		during the			Deferred		Subscription		Treasury			Comprehensive
	Shares			$ Amount			Shares		$ Amount		Shares		$ Amount		Capital		Development Stage			Compensation		Receivable		Stock			Loss			Total
Balance at December 31, 2008		5,000			5			-		-		62,854,203		69,549		35,842,053		(29,770,274	)		-		-		(1,716,473	)		(237,550	)		4,187,310
Common stock shares issued for services rendered:
Common stock issued for services rendered, on January 8, 2009, at $1.17 per share plus 150,000 warrants												60,000		60		70,140															70,200
Common stock issued for services rendered, on February 24, 2009, at $1.30 per share												15,000		15		19,485															19,500
Common stock issued for services rendered, on March 20, 2009, at $1.25 per share plus 60,041 warrants												19,000		19		23,731															23,750
Common stock warrants and option activity:
Common Stock Warrants issued for services to non-employees on January 2, 2009, at $1.50 per share																25,787															25,787
Common Stock Warrants issued for services to non-employees on February 18, 2009, at $2.50 per share																31,666															31,666
Common Stock Warrants issued for services to non-employees on March 2, 2009, at $1.02 per share																9,103															9,103
Common Stock Warrants issued for services (BOD) on March 27, 2009, at $1.04 per share (30,000 warrants)																27,119															27,119
Common Stock Warrants amortization expense for warrants issued for services to non-employees on October 31, 2008, at $1.58 per share																102,285															102,285
Record Common Stock Options expense for options issued to employee on October 1, 2008, at fair value of $1.04 per share																260,000															260,000
Other:
Preferred stock A - converted to common stock on January 6, 2009		(5,000	)		(5	)						2,500		2		3															-
Record other comprehensive loss - unrealized loss recorded at March 31, 2009																												(312,891	)		(312,891	)
Net loss for the quarter ended March 31, 2009																		(1,697,362	)												(1,697,362	)
																		.
Balance at March 31, 2009		-			-			-		-		62,950,703		69,645		36,411,372		(31,467,636	)		-		-		(1,716,473	)		(550,441	)		2,746,467
Common stock shares issued for services rendered:
Common stock issued for services rendered, on April 22, 2009, at $1.13 per share												225,000		225		254,025															254,250
Common stock issued for services rendered, on March 24, 2009, at $1.37 per share												105,000		105		143,745															143,850
Common stock issued for services rendered, on May 12, 2009, at $1.64 per share												300,000		300		491,700															492,000
Common stock warrants and option activity:
Common Stock Warrants issued for services to non-employees on April 1, 2009, at $1.50 per share																32,887															32,887
Common Stock Warrants issued for services to non-employees on April 1, 2009, at $1.01 per share																46,960															46,960
Common Stock Warrants amortization expense for warrants issued for services to non-employees on January 2, 2009, at $1.50 per share																25,787															25,787
Common Stock Warrants amortization expense for warrants issued for services to non-employees on March 2, 2009, at $1.02 per share																27,309															27,309
Common Stock Warrants amortization expense for warrants issued for services to non-employees on October 31, 2008, at $1.58 per share																102,285															102,285
Record Common Stock Options expense for options issued to employee on October 1, 2008, at fair value of $1.04 per share																520,000															520,000
Other:
Record other comprehensive income - unrealized gain recorded at June 30, 2009																												550,441			550,441
Net loss for the quarter ended June 30, 2009																		(4,383,104	)												(4,383,104	)
																		.
Balance at June 30, 2009		-			-			-		-		63,580,703		70,275		38,056,070		(35,850,740	)		-		-		(1,716,473	)		-			559,132
Common stock shares issued for services rendered:
Common stock issued for services rendered, on September 10, 2009, at $0.90 per share												125,000		125		112,375															112,500

See accompanying notes to the condensed financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

													(Restated)			Deficit		(Restated)							Accumulated		(Restated)
	Preferred Stock A				Preferred Stock B				Common Stock				Additional			Accumulated				Stock					Other
	Preferred		Par Value $.001		Preferred		Par Value $.001		Common		Par Value $.001		Paid-In			during the		Deferred		Subscription		Treasury			Comprehensive
	Shares		$ Amount		Shares		$ Amount		Shares		$ Amount		Capital			Development Stage		Compensation		Receivable		Stock			Loss		Total
Common stock warrants and option activity:
Common Stock Warrants issued for services to non-employees on April 1, 2009, at $1.50 per share														32,887														32,887
Common Stock Warrants issued for services to non-employees on April 1, 2009, at $1.01 per share														46,960														46,960
Common Stock Warrants amortization expense for warrants issued for services to non-employees on January 2, 2009, at $1.50 per share														25,787														25,787
Common Stock Warrants amortization expense for warrants issued for services to non-employees on March 2, 2009, at $1.02 per share														18,206														18,206
Common Stock Warrants amortization expense for warrants issued for services to non-employees on October 31, 2008, at $1.58 per share														78,309														78,309
																												-
Other:
Net loss for the quarter ended September 30, 2009																(3,789,512	)											(3,789,512	)
																.
Balance at September 30, 2009		-	$	-		-	$	-		63,705,703	$	70,400	$	38,370,594	$	(39,640,252	)	$	-	$	-	$	(1,716,473	)	$	-	$	(2,915,731	)

See accompanying notes to the condensed financial statements.

GLOBAL RESOURCE CORPORATION

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

September 30, 2009

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Nature of Business

Global Resource Corporation’s (“GRC” or “the “Company”) business plan is to research, develop and market the business of decomposing petroleum-based materials by subjecting them to a fixed-frequency microwave radiation (the “Technology”) at specifically selected frequencies for a time sufficient to at least partially decompose the materials, converting the materials into hydrocarbons and fossil fuels from sources such as tires, oil shale, capped wells, shale deposits and waste oil streams.

The Company’s business goals for exploitation of the Technology are as follows:

1) The design, manufacture and sale of machinery and equipment units, embodying the Technology.

2) The ownership and operation of plants to use the Technology in conjunction with other investors.

3) The formation of ~~Joint-Venture~~joint venture relationships with established companies.

The Company is considered to be in the development stage as defined the Financial Accounting Standards Board (“FASB”) in accordance with Accounting Standards Codification (“ASC”), 915-205-45 "Accounting and Reporting by Development Stage Enterprises ". The Company has devoted substantially all of its efforts to business planning and development, as well as allocating a substantial portion of its time and resources in bringing its product to the market and the raising of capital. The Company has begun generating revenue from licensing agreements and has taken a conditional order for one development prototype machine related to one of those license agreements as of March 31, 2010.

Basis of Presentation

The accompanying ~~condensed~~ consolidated balance sheet as of December 31, ~~2008~~2009, which has been derived from audited financial statements, and the unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. The Company believes that the disclosures made are adequate to make the information not misleading. All adjustments that, in the opinion of management and consisting only of a normal and recurring nature, are necessary for a fair presentation for the interim periods have been reflected as required by Regulation S-X, Rule 10-01.

Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. It is suggested that these financial statements should be read in conjunction with the Company'’s consolidated financial statements and related notes contained in the Company'’s latest shareholders'’ annual report and the Company'’s Form 10-K for the year ended December 31, ~~2008~~2009 as filed with ~~the~~ Securities and Exchange Commission ~~(the “SEC”)~~.

Prior to September 22, 2006, ~~the old~~ GRC ~~(shell)~~ was a shell company (“old GRC (shell)”).

On September 22, 2006, the old GRC (shell) completed ~~the~~its ~~acquisition~~merger ~~of substantially~~with ~~all of the assets of~~ Carbon Recovery Corporation (“CRC”), a New Jersey corporation formed on July 19, 2002, pursuant to a July 2006 plan and agreement of reorganization ~~entered into on or about~~ (“July ~~26,~~ 2006 (“CRC Acquisition Agreement”).

17On December 31, 2006, the Company completed the acquisition of Mobilestream Oil, Inc. (“Mobilestream”) in a transaction deemed to be a merger of entities under common control.

Recapitalization Transaction

Each of the foregoing transactions changed the reporting entity of the Company. As a result of the CRC transaction, the Company’s reporting reflected the historical accounts of CRC. Subsequently, as a result of the Mobilestream transaction, the Company’s financial statements were combined with Mobilestream on an “as-if” pooling basis since the date common control was established. As a result of a February 2006 recapitalization transaction between Mobilestream, legal acquirer, and PSO Enterprises, Inc. (“PSO”) (surviving corporation of a January 2006 merger with a related party, Careful Sell Holdings,LLC (“Careful Sell”)), accounting acquirer, common control was established at February 17, 2005, the inception date of Careful Sell.

Global Resource Corporation

(A Development Stage Company)

Notes to the ~~Condensed~~ Consolidated Financial Statements

~~September 30~~March 31, ~~2009~~2010

NOTE 1- NATURE OF BUSINESS AND BASIS OF PRESENTATION (CONTINUED)

Basis of Presentation (continued)

On December 31, 2006, the Company completed the acquisition of the assets of Mobilestream Oil, Inc. (“Mobilestream”) in a transaction deemed to be a merger of entities under common control.

Each of the foregoing transactions changed the reporting entity of the Company. As a result of the CRC transaction, the Company’s reporting reflected the historical accounts of CRC. Subsequently, as a result of the Mobilestream transaction, the Company’s financial statements were combined with Mobilestream on an “as-if” pooling basis since the date common control was established. As a result of a February 2006 recapitalization transaction between Mobilestream, legal acquirer, and PSO Enterprises, Inc. (“PSO”) (surviving corporation of a January 2006 merger with a related party, Careful Sell Holdings, LLC (“Careful Sell”)), accounting acquirer, common control was established at February 17, 2005, the inception date of Careful Sell.

The condensed consolidated financial statements include the accounts of GRC and its wholly-owned subsidiaries, Global Scientific Corporation and Global Heavy Oil Corporation. All significant intercompany balances and transactions have been eliminated in consolidation.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Investments~~Principles of Consolidation

~~Cash~~The ~~in excess~~consolidated offinancial ~~operating~~statements ~~requirements~~include isthe ~~invested~~accounts ~~in marketable debt and equity securities, all~~ of ~~which~~GRC ~~are classified as available for sale,~~ and ~~are~~its ~~carried at~~wholly-owned ~~their fair value. The unrealized gains or losses on these investments~~subsidiaries, ~~which~~Global ~~are~~Scientific ~~deemed~~Corporation ~~to be temporary in nature, are recorded as part of accumulated other comprehensive income (loss),~~ and ~~are~~Global ~~included~~Heavy inOil ~~the consolidated statement of stockholders’ equity~~Corporation. ~~Realized~~All ~~gains~~significant orintercompany ~~loss~~balances and ~~declines~~ intransactions ~~value~~have ~~judged~~been toeliminated ~~be other-than-temporary on these investments are recognized as realized gains or losses~~ in ~~the condensed consolidated statements of operations and comprehensive loss~~consolidation.

Use of Estimates

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

Start-up Costs

In accordance with FASB ASC 720-15-15, “Reporting on the Costs of Start-up Activities”, the Company expensed all costs incurred in connection with the start-up and organization of the Company.

Revenue Recognition

The Company recognizes revenues in accordance with the guidance in the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 104. Accordingly, revenue is recognized when persuasive evidence of an arrangement exists, when the selling price is fixed or determinable, when shipment or delivery or performance of services has been rendered and collectability is reasonably assured.

Under the Company’s current strategy, its revenue is likely to be generated from the development, licensing or sale of proprietary Technology and/or design, manufacture and sale of machinery and equipment units. For machinery and equipment sales, revenue will be recognized when the machinery and equipment is shipped, installed and operating successfully at the destination site. For a licensing agreement, revenue is recognized when services have been rendered per the terms of the licensing agreement.

For the quarter ended March 31, 2010 all of the Company’s revenues were generated from a licensing agreement (see Note 7 – Commitments and Contingencies –Schlumberger Agreement).

Patents

Legal fees associated with patents, which are expected to be issued, are recorded as prepaid patent costs on the accompanying ~~condensed~~ consolidated balance sheets. Upon approval by the relevant patent office, the prepaid patent costs will be reclassified to an intangible asset, and amortized over the expected life of the patent. The value of the patent(s) will be reviewed each year for possible impairment and expensed in the year it is determined that a write-down in the value of the patent is required. Prepaid patent costs associated with patents which are not approved or abandoned are expensed in the period in which such patents are not ~~approved~~ ~~or abandoned~~approved.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

September 30, 2009

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Research and Development Costs

The Company complies with the accounting and reporting requirements of FASB ASC 730-10, “ Accounting for Research and Development Cost)”. Research and development (“R & D”) costs consist of all activities associated with the development and enhancement of products using the Company’s microwave Technology. R & D costs consist primarily of contract engineer labor and salaries of our in-house engineers, lab supplies used in testing and expenses of equipment used to test and develop our Technology. R & D costs are expensed when incurred. The amounts charged to operations for the ~~three months~~quarters ended ~~September~~March 3031, ~~2009~~2010 and ~~2008 were $438,710 and $177,172, respectively, for the nine months ended September 30,~~ 2009 ~~and 2008 were $1~~,~~119,069~~ and ~~$612,165, respectively, and~~ for the cumulative period July 19, ~~2002~~ 2002 (inception) to ~~September~~March 3031, ~~2009~~2010 were $450,230, ~~was~~$242,899, and $23,~~400~~338,~~108~~664, respectively.

Stock-Based Compensation

~~The~~Effective ~~total expense~~January ~~associated~~1, ~~with~~2006, ~~stock-based~~the ~~employee~~Company ~~compensation~~adopted ~~was~~FASB ~~approximately $180,000~~ASC ~~for~~No. ~~the~~718 ~~three~~(formerly ~~months~~SFAS ~~ended~~No. ~~September 30~~123R), ~~2009,~~“ ~~$960~~Share-Based Payment ,~~000~~” ~~for~~requiring the ~~nine months~~expense ~~ended~~recognition ~~September~~of ~~30,~~the ~~2009~~estimated ~~and~~fair ~~$2,000,000~~value ~~for~~of all share-based payments issued to employees. Prior to this, the ~~period~~estimated ~~July~~fair 19value associated with such awards was not recorded as an expense, ~~2002 (inception)~~but rather was disclosed in a footnote to ~~September~~the ~~30,~~Company’s ~~2009~~consolidated financial statements. ~~There~~ ~~was~~The nocompensation ~~expense~~cost associated with ~~stock-based~~these ~~employee~~awards is recorded as an expense within the same functional expense category as cash compensation for the ~~three~~respective ~~and~~grantee. ~~nine~~No ~~month~~tax ~~periods ended~~benefit ~~September~~has ~~30,~~been ~~2008~~recognized with respect to this expense.

On January 1, 2006, the Company adopted the provisions of ASC 718 using the modified prospective transition method. The total expense associated with stock-based employee compensation was approximately $0 and $260,000 for the quarters ended March 31, 2010 and 2009, respectively, and $3,244,000 for the period July 19, 2002 (inception) to March 31, 2010.

For non-employees, stock grants and stock issued for services are valued at either the invoiced or contracted value of services provided, or to be provided, or the fair value of stock at the date the agreement is reached, whichever is more readily determinable. Warrants or options issued for services provided, or to be provided, are valued at fair value at the date the agreement is reached.

Revenue Recognition

Under the Company’s current strategy, its revenue is likely to be generated from the development, licensing or sale of our proprietary Technology and/or design, manufacture and sale of machinery and equipment units. For machinery and equipment sales revenue will be recognized when the machinery and equipment is shipped, installed and operating successfully at the destination site. For a licensing agreement, revenue is recognized when services have been rendered per the terms of the licensing agreement.

Earnings (Loss) Per Share of Common Stock

The Company complies with the accounting and reporting requirements of ASC No. 260, “ Earnings Per Share ”. Basic loss per share is calculated by dividing net loss attributable to common shares by the weighted average number of outstanding common shares for the period. Diluted earnings per common share includes dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants and the conversion of convertible preferred stock.

19Unexercised common stock options and warrants to purchase common stock, and preferred stock convertible into common stock as of March 31, 2010 and 2009 respectively, are as follows:

Global Resource Corporation

	2010		2009
Options		3,200,000		5,200,000

Warrants		24,278,732		21,725,836

Convertible preferred stock		-		-

Total		27,478,732		26,925,836

~~(A Development~~The ~~Stage~~foregoing ~~Company)~~common stock equivalents were excluded from the calculation of diluted net loss per common share because their inclusion would have been anti-dilutive as of March 31, 2010 and 2009.

Notes to the Condensed Consolidated Financial Statements

September 30, 2009

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings (Loss) Per Share of Common Stock (continued)

Unexercised common stock options and warrants to purchase common stock, and preferred stock convertible into common stock as of September 30, 2009 and 2008 respectively, were as follows:

	As of September 30, 2009		As of September 30, 2008
Options		3,200,000		1,200,000
Warrants		22,075,836		21,894,749
Convertible preferred				2,500
Total		25,275,836		23,097,249

The foregoing common stock equivalents were excluded from the calculation of diluted net loss per common share because their inclusion would have been anti-dilutive as of September 30, 2009 and 2008.

Derivative Financial Instruments

The Company’s derivative financial instruments include freestanding warrants and options to purchase the Company’s common stock. The Company’s derivative liabilities relate solely to the CRC Acquisition agreement Class B, class D and class E warrants. Under certain circumstances that would require the Company to settle these instruments in cash, and without regard to probability, the Company classifies ~~all~~ of all these instruments as liabilities. The Company adjusts these financial instruments to fair value at each reporting date, with such adjustments reflected in the Company’s ~~condensed~~ consolidated statements of operations and comprehensive loss.

20Fair Value Measurements

~~Global Resource~~On ~~Corporation~~January 1, 2008, the Company adopted FASB ASC 820-20-50 (formerly SFAS No. 157) “ Fair Value Measurements ”. The FASB ASC provision defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. Fair value valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The provision classifies these inputs into the following hierarchy:

~~(A Development Stage Company)~~10

~~Notes to~~· ~~the~~Level ~~Condensed~~1 ~~Consolidated~~Inputs ~~Financial~~– ~~Statements~~Quoted prices for identical instruments in active markets

~~September 30,~~· ~~2009~~Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuation whose inputs are observable or whose significant value drivers are observable

~~NOTE~~· 2-Level ~~SUMMARY~~3 OFInputs ~~SIGNIFICANT~~– ~~ACCOUNTING~~Instruments ~~POLICIES~~with ~~(CONTINUED)~~primarily unobservable value drivers

Recently Adopted Accounting Pronouncements

On January 1, 2009 the Company adopted authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) on disclosures about derivative instruments and hedging activities. The guidance intended to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. The guidance achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. The guidance became effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

On April 1, 2009, the Company adopted authoritative guidance issued by the FASB on interim disclosures about fair value of financial instruments. This guidance amends prior guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. The guidance is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity may early adopt this guidance if certain requirements are met. The guidance does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, the guidance requires comparative disclosures only for periods ending after initial adoption. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

On April 1, 2009, the Company adopted authoritative guidance issued by the FASB on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly. The guidance affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction; clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active; and eliminates the proposed presumption that all transactions are distressed (not orderly) unless proven otherwise. The guidance requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. In addition, this guidance requires an entity to disclose a change in valuation technique (and the related inputs) resulting from the application of this guidance and to quantify its effects, if practicable. This guidance is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009 if certain requirements are met. It must be applied prospectively and retrospective application is not permitted. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

September 30, 2009

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Adopted Accounting Pronouncements (continued)

In April 2009, the FASB issued updated guidance related to recognition and presentation of “other-than-temporary impairments.” The guidance is intended to bring consistency to the timing of impairment recognition, and provide improved disclosures about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. The guidance also requires increased and more timely disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. This guidance is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009 is not permitted. This guidance does not require disclosures for earlier periods presented for comparative purposes at initial adoption. This guidance does require comparative disclosures only for periods ending after initial adoption. The adoption of this guidance is not anticipated to have a material impact on the Company’s condensed consolidated financial statements

On July 1, 2009, the Company adopted authoritative guidance issued by the FASB concerning the reporting of subsequent events. The guidance’s intent is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This guidance became effective for financial statements issued for fiscal years and interim periods beginning after June 15, 2009. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements.

In June 2009, the FASB issued authoritative guidance on accounting standards codification and the hierarchy of generally accepted accounting principles. The guidance authorized the FASB Accounting Standards Codification as the sole source for authoritative accounting principles generally accepted in the United States of America (“U.S. GAAP”). This guidance will be effective for financial statements issued for reporting periods that end after September 15, 2009.

In April 2009, the FASB issued updated guidance related to business combinations, identifiable assets, liabilities and any non-controlling Interest. The guidance amends and clarifies application issues regarding initial recognition and measurement, subsequent measurement and accounting and disclosure of assets and liabilities arising from contingencies in a business combination. In circumstances where the acquisition-date fair value for a contingency cannot be determined during the measurement period and it is concluded that it is probable that an asset or liability exists as of the acquisition date and the amount can be reasonably estimated, a contingency is recognized as of the acquisition date based on the estimated amount. This guidance is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not believe this guidance will have a material impact on the Company’s future financial statements.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

September 30, 2009

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Adopted Accounting Pronouncements (continued)

In October 2009, the FASB issued authoritative guidance on multiple-deliverable revenue arrangements. The guidance requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. This guidance removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. This guidance will become effective for the Company beginning July 1, 2010, with early adoption permitted. The Company does not expect adoption of the guidance to have a material impact on the Company’s results of operations or financial condition.

Reclassification

Certain amounts for the three and nine months ended September 30, 2008 have been reclassified in the condensed consolidated financial statements to be comparable to the presentation for the three and nine months ended September 30, 2009. These reclassifications, along with certain income adjustments, are further described in Note 11.

NOTE 3- GOING CONCERN

As shown in the accompanying ~~condensed~~ consolidated financial statements, the Company incurred substantial net losses in the amount of $93,~~869~~504,~~978~~648 and $1,697,362 for the ~~nine~~three months ended ~~September~~March 3031, 2010 and 2009, respectively, and $3945,~~640~~567,~~252~~026 for the cumulative period from July 19, 2002 (inception) to ~~September~~March 3031, ~~2009~~2010. The Company also had negative cash flows from its operations in the amount of $4536,~~125~~866,~~765~~ $1,437,965, and $1617,~~670~~948,~~258~~232 for the ~~nine month~~three ~~period~~months ended ~~September~~March 3031, 2010 and 2009, respectively, and for the cumulative period from July 19, 2002 (inception) to ~~September~~March 3031, ~~2009, respectively~~2010.

Based on the Company’s current operating plan, total cash expenditures needed for the next twelve months are expected to exceed the Company’s cash of approximately $~~134~~110,000 as of ~~September~~March 3031, ~~2009~~2010. The Company’s assessment of its cash needs may be affected by changes in the assumptions relating to the Company’s strategy, technological and engineering requirements in the development of its products as well as payroll, staff and administrative related matters.

On April 23, 2009, the Company, through a wholly-owned subsidiary, entered into a Joint Development Agreement pursuant to which the Company received $300,000, on May 22, 2009 and ~~is to receive~~ another $300,000 ~~contingent~~ ~~on approval,~~ in ~~May~~ April 2010. ~~Upon~~and upon a successful completion of Phase I of the Agreement and the beginning of Phase II, the Company is to receive a ~~one-time~~ $1,000,000 one-time engineering fee. (See Note 67 – Commitments and Contingencies – ~~Joint~~Schlumberger ~~Development~~ Agreement ~~and~~). On ~~Note~~October 1214, –2009, ~~Subsequent~~the ~~Events~~Company ~~regarding~~entered into a licensing and purchasing agreement and received a $750,000 licensing fee ~~received~~(see onNote ~~October~~7 ~~14,~~– ~~2009~~Commitments and Contingencies – Universal Alternative Fuels Agreement).

The Company has completed a development prototype fixed frequency microwave reactor system, named “Patriot-1” which it has used to demonstrate the decomposition of tires into diesel oil, combustible gas and carbon char. ~~During~~Between May 4-8, 2009 and ~~June~~March ~~8-11~~23, ~~2009~~2010, the Company provided public demonstrations of the Patriot-1 to prospects, partners and dignitaries at its outside contract manufacturer’s facility (Ingersoll Production System) located in Rockford, Illinois and has since relocated the Patriot-1 to a new facility in North Carolina. As of ~~September~~March 3031, ~~2009~~2010, the Company did not have any committed orders for its equipment. (However, see Note 127 - ~~Subsequent~~ ~~Events~~ with respect to an order for a development prototype machine received on October 14, 2009 from Universal Alternative Fuels, Inc.). Management believes that it will take the Company approximately twelve months to deliver a system from the time the Company receives an order. Management currently anticipates that each order will be accompanied by a deposit from the purchaser which will be recorded as deferred revenue until the equipment is shipped, installed and operating successfully at the destination site.

23The Company’s plans to address the expected cash shortfall are dependent upon its ability to raise capital or to secure significant sales orders of our system as a source of revenue. Subsequent to the balance sheet date of March 31, 2010, the Company has raised approximately $2.6 million in cash from various equity and debt transactions. There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations thus raising substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities in the normal course of business.

~~Global Resource~~The ~~Corporation~~consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.

~~(A Development~~NOTE ~~Stage~~4- ~~Company)~~BALANCE SHEET COMPONENTS

~~Notes to~~Prepaid ~~the Condensed Consolidated Financial Statements~~Services

~~September 30~~During the quarter ended March 31, ~~2009~~2010, the Company issued an aggregate of 1,225,000 shares of common stock to non-employees for services to be performed under various agreements. The transactions were valued at the fair value of the common stock at the commitment date in the amount of $675,500, as that was deemed to be the more readily determinable value.

~~NOTE 3- GOING CONCERN (CONTINUED)~~11

~~October 14,~~During ~~2009~~the ~~from~~three ~~Universal~~month ~~Alternative~~period ~~Fuels,~~ended ~~Inc.) Management~~March ~~believes that~~31, it2010, ~~will take~~ the Company ~~approximately~~recorded ~~twelve~~an ~~months~~expense toof ~~deliver~~$442,500 ato ~~system from~~ the ~~time~~accompanying ~~the~~consolidated ~~Company~~statement ~~receives~~of anoperations ~~order.~~and ~~Management~~comprehensive ~~currently~~loss ~~anticipates that~~for ~~each~~the ~~order~~amortization ~~will~~of bestock ~~accompanied~~issued byfor aservices. The ~~deposit~~unamortized ~~from~~amount ~~the purchaser which will be recorded~~ as ~~deferred~~of ~~revenue~~March ~~until~~31, ~~the~~2010 ~~equipment~~ is ~~shipped~~$810, ~~installed and operating successfully at the destination site~~250.

~~The Company’s~~During ~~plans to address~~ the ~~expected~~three ~~cash~~month ~~shortfall~~period ~~are~~ended ~~dependent~~March ~~upon~~31, ~~its ability~~2009, ~~to raise capital or to secure significant sales orders of our system as a source of revenue. There is no guarantee that~~ the Company ~~will~~recorded ~~be able~~an toexpense ~~raise~~of ~~enough~~$548,675 ~~capital or generate revenues~~ to ~~sustain its operations thus raising substantial doubt about~~ the ~~Company’s ability to continue as a going concern. The~~ accompanying ~~condensed~~ consolidated ~~financial~~statement ~~statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization~~ of ~~assets~~operations and ~~liabilities~~comprehensive inloss ~~the~~for ~~normal course of business. The condensed consolidated financial statements do not include any adjustments relating to~~ the ~~recoverability~~amortization ~~or classification~~ of ~~recorded~~ ~~assets~~stock ~~and~~issued ~~liabilities~~for services that ~~might~~were ~~result~~issued ~~should~~in ~~the Company be unable to continue as a going concern~~2008.

~~NOTE~~Property 4-and ~~RELATED PARTY TRANSACTIONS~~Equipment

~~The Company~~Property ~~had~~and ~~engaged~~equipment ~~Clark~~as ~~Resources,~~of ~~Inc.~~March ~~(“Clark”)~~31, a2010 ~~governmental relations consulting firm located in Harrisburg, Pennsylvania, to provide consulting services with respect to governmental issues concerning permits~~ and ~~funding. The~~ ~~Company~~December ~~had a monthly retainer agreement with Clark~~31, ~~which~~ ~~it terminated in May~~ 2009. ~~There~~ were no payments to Mr. Clark for three month period September 30, 2009 and for nine month periods ended September 30, 2009 and 2008, and for the cumulative period July 12, 2002 (inception) to September 30, 2009, the Company paid Clark a total of $15,000, $45,000, and $179,670, respectively. The president and CEO of Clark is Frederick A. Clark, who has served as ~~a director of the Company since December 2006.~~follows:

On October 1, 2008, the Company entered into a four month consulting agreement with LP (Origination) Limited (“LP”), a company incorporated in the United Kingdom, to provide consulting services relating to the oil and gas industries. The Company issued 100,000 shares of its common stock to LP on October 7, 2008 for payment of these consulting services, and the related $37,250 of the total charge of $149,000 was recorded as prepaid services on the condensed consolidated balance sheet at December 31, 2008. The president of LP is Peter A. Worthington, who has served as a director of the Company since August 2008. On May 28, 2009, the Board of Directors of the Company appointed Mr. Worthington as Interim Chairman of the Board of Directors. On July 6, 2009, the Board of Directors appointed Mr. Worthington as the Company’s Chief Executive Officer. In addition to the common shares issued to LP, the Company also paid a fee in December 2008 in the amount of $90,000 to Mr. Worthington for the services provided under the agreement. On May 11, 2009, the Company entered into another consulting agreement with LP with an effective date of April 7, 2009, pursuant to which LP has agreed to perform management advisory, strategic planning and other consulting services as the Company may request from time to time for a term ending on April 6, 2010, in return for (i) a payment of $100,000 conditioned upon and to be paid after a specified amount of sales have been made and for which LP had some significant involvement as set forth in the consulting agreement, and (ii) 300,000 shares of the Company’s common stock, which was issued on May 12, 2009. The latest consulting agreement may be renewed by either party for an additional one year term. For the three and nine month periods ended September 30, 2009, a charge of approximately $23,000 and $306,000, respectively, was made to operations with respect to consulting expense, which is reflected in general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. On November 11, 2009, Mr. Worthington resigned from the position of Chief Executive Officer of the Company as well as from its Board of Directors, including as Interim Chairman of the Board.

	Estimated Useful Lives (Years)	2010		2009
Testing equipment	5 – 7	$	493,906	$	493,906
Office, future & computer equipment	3 – 5		132,079		132,079
Leasehold improvements	3		17,820		17,820
Phone equipment –Capital lease	3		32,432		32,432
Prototype – “Patriot-1”	3		1,352,986		1,352,986
	Total		2,029,223		2,029,223

Less accumulated depreciation and amortization			742,270		599,022
Net Property and Equipment		$	1,286,953	$	1,430,201

24Depreciation expense charged to operations for the quarters ended March 31, 2010 and 2009 and the cumulative period July 19, 2002 (inception) to March 31, 2010, was $143,249, $32,328 and $800,495, respectively.

~~Global Resource~~The ~~Corporation~~prototype machine Patriot-1 was completed in second quarter 2009, prior to that it was consider Construction-in-progress. The completed commercial prototype machine will be used to demonstrate the capabilities of the Technology and will not be sold.

~~(A Development Stage Company)~~Patents

~~Notes~~The Company currently has three utility patent applications pending in the United States Patent and Trademark Office ("USPTO") and approximately ten corresponding utility patent applications pending in international patent offices in commercially relevant countries. In August 2009, the Company received a Notice of Allowance for its first application (Serial No 11/610,823) from the USPTO. A Notice of Allowance is issued if one or more of the claims of an application are allowed and precedes the formal patent issuance. The Company’s patent applications cover its proprietary microwave technology for recovering hydrocarbons and fossil fuels from sources such as tires, oil shale, capped wells, shale deposits, and waste oil streams. Legal fees associated with the above mentioned patent applications are recorded as prepaid patent costs on the accompanying condensed consolidated balance sheets. Upon final approval by the USPTO, the prepaid patent costs will be reclassified to an intangible asset and amortized over the ~~Condensed~~expected ~~Consolidated~~life ~~Financial~~of ~~Statements~~the patent.

~~September 30~~On December 8, 2009, the U.S. Patent and Trademark Office issued U.S. Patent No. 7,629,427 to the Company. The Company anticipates that this technology will be the core of the Company's Patriot 2 TM Tire-to-Fuel Oil Recycling System, in addition to other potential future applications. This patent was determined to have a value of $79,203 and reclassified from prepaid patent to patents on the December 31, 2009 Consolidated Balance Sheets.

~~NOTE 4~~The ~~-RELATED~~prepaid ~~PARTY TRANSACTIONS~~patent costs are $605,332 and $559,855 at March 31, 2010 and December 31, 2009, respectively. Patent amortization expense charged to operations for the quarters ended March 31, 2010 and 2009 and the cumulative period July 19, 2002 (~~CONTINUED~~inception) to March 31, 2010, was $1,165, $0, and $1,165, respectively.

On September 4, 2008, the Company entered into a consulting agreement with Paul Sweeney for services relating to investor relations and other investment banking services. On September 8, 2008, the Company issued 1,500,000 shares of its common stock to Mr. Sweeney valued at $1,440,000 for his consulting services. The Company recorded an expense of $120,000, for three and nine month periods ended September 30, 2008 and $240,000 and $960,000, for the three and nine month periods ended September 30, 2009, respectively, in the condensed consolidated statements of operations and comprehensive loss. Mr. Paul Sweeney has served as a director of the Company since August 2008.12

OnRoyalty ~~May 26,~~Advance ~~2008,~~Related ~~the Company entered into a new five year consulting agreement with Worldwide expiring on May 26, 2013, pursuant~~ to ~~which~~Joint ~~Worldwide~~Development ~~will~~Agreement ~~identify potential~~(Universal ~~acquisition~~Alternative ~~candidates~~Fuels or joint venture partners for the Company, and upon closing a transaction with any such candidate, the Company will pay Worldwide a fee based upon a percentage of the value of the transaction beginning with 5% of the first $1,000,000 and declining 1% for each successive $1,000,000 increase in transaction value until Worldwide receives 1% of the transaction value in excess of $4,000,000.Agreement)

~~In November~~As ~~2007,~~more ~~the~~fully ~~Company~~described ~~entered~~in ~~into~~Note a7 ~~six~~– ~~month~~Commitments ~~consulting~~and ~~agreement with Worldwide Strategic Partners~~Contingencies, ~~Inc.~~on ~~(“Worldwide”),~~October ~~a corporation in which General Lincoln Jones III~~14, ~~one of our directors~~2009, ~~has~~the anCompany ~~ownership~~entered ~~interest~~into ~~in excess of ten percent. The consulting agreement was executed and delivered approximately six months before General Jones became~~ a ~~director~~license ~~of our Company. Subsequent to the execution of the consulting~~ agreement with ~~Worldwide,~~Universal ~~the~~Alternative ~~Company~~Fuels ~~issued~~(“UAF”) ~~a total of 150,000 shares of its common stock to Worldwide~~ and ~~its~~during ~~assignees valued at $448,000 through June 30, 2008, of which 31,250 shares were distributed to General Jones. On May 26, 2008,~~ the ~~Company~~fourth ~~and~~calendar ~~Worldwide terminated~~quarter ~~the November 2007 consulting agreement by agreeing to pay Worldwide a total~~ of ~~275,000~~2009 ~~shares~~received ~~of its common stock for its services~~$750, ~~inclusive of the 150,~~000 ~~shares~~as ~~already~~a ~~issued.~~license The residual expense of $281,250 associated with consulting services was recorded to the condensed consolidated statement of operations and comprehensive loss in general and administrative expenses in the third quarter of 2008.fee

~~NOTE~~As 5of -December ~~STOCKHOLDERS’ EQUITY~~31, 2009 and March 31, 2010, the $750,000 paid to the Company from UAF has been recognized on the Consolidated Balance Sheet as a current liability (Royalty Advance fee).

Deferred Revenue Related to Joint Development Agreement (Schlumberger Agreement)

As more fully described in Note 7 – Commitments and Contingencies, on April 23, 2009, Global Heavy Oil Corporation, a wholly-owned subsidiary of the Company (“GHO”), entered into a Joint Development Agreement (the “JDA”) with Schlumberger Technology Corporation and Schlumberger Holdings Limited (collectively, “Schlumberger”; together with GHO, the “JDA Parties”).

Pursuant to the JDA, on May 22, 2009 Schlumberger made a non-refundable payment of $300,000 to GHO and another $300,000 on the first anniversary of the JDA. These moneys are non-refundable. As of December 31, 2009, the Company recognized $180,000 of it as revenue, with the remaining $120,000 remaining on the accompanying consolidated balance sheet as deferred revenue. On March 4, 2010, the Company received the second $300,000 payment from Schlumberger. During the quarter ended March 31, 2010, the Company recognized $90,000 of it as revenue, with the remaining $330,000 remaining on the accompanying consolidated balance sheet as deferred revenue.

The Company recognizes revenue in accordance with Securities and Exchange Commission guidance Staff Accounting Bulletin 104 “Revenue Recognition in Financial Statements” (SAB 104) guidance on revenue recognition. Revenue is recognized when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. Revenue is recognized as services are rendered in accordance with the terms of the JDA.

NOTE 5 - RELATED PARTY TRANSACTIONS

The Company engaged Clark Resources, Inc. (“Clark”), a governmental relations consulting firm located in Harrisburg, Pennsylvania, to provide consulting services with respect to governmental issues concerning permits and funding. The Company has a monthly retainer agreement with Clark and for the three months ended March 31, 2010 and 2009, and for the cumulative period July 12, 2002 (inception) to March 31, 2010, paid Clark Resources a total of $0, $15,000, and $169,670, respectively. The president and CEO of Clark is Frederick A. Clark, who has served as a director of the Company since December 2006. On March 8, 2010, Mr. Clark resigned as a member of the Board of directors.

In November 2007, the Company entered into a six month consulting agreement with Worldwide Strategic Partners, Inc. (“Worldwide”), a corporation in which General Lincoln Jones III, one of our directors, has an ownership interest in excess of ten percent. The consulting agreement was executed and delivered approximately six-months before General Jones became a director of our Company. Subsequent to the execution of the consulting agreement with Worldwide, the Company issued a total of 150,000 shares of its common stock to Worldwide and its assignees valued at $448,000 through June 30, 2008, of which 31,250 shares were distributed to General Jones. On May 26, 2008, the Company and Worldwide terminated the November 2007 consulting agreement by agreeing to pay Worldwide a total of 275,000 shares of its common stock for services rendered, inclusive of the 150,000 shares previously issued. The residual expense of $281,250 associated with consulting services was recorded to the consolidated statement of operations and comprehensive loss in general and administrative expenses in the third quarter of 2008. On May 26, 2008, the Company entered into a new five-year consulting agreement with Worldwide expiring on May 26, 2013, pursuant to which Worldwide will identify potential acquisition candidates or joint venture partners for the Company, and upon closing a transaction with any such candidate, the Company will pay Worldwide a fee based upon a percentage of the value of the transaction beginning with 5% of the first $1,000,000 dollars, and declining 1% for each successive $1,000,000 increase in transaction value until Worldwide receives 1% of the transaction value in excess of $4,000,000. On March 8, 2010, General Jones III resigned as a member of the Board of directors.

On September 4, 2008, the Company entered into a consulting agreement with Paul Sweeney for services relating to investor relations and other investment banking services. On September 8, 2008, the Company issued 1,500,000 shares of its common stock to Mr. Sweeney valued at $1,440,000 for his consulting services. The Company recorded an expense of $960,000, for the year ended December 31, 2009 and $480,000 for the year ended December 31, 2008 respectively in the consolidated statements of operations and comprehensive loss for the twelve month periods ended December 31, 2009. Mr. Paul Sweeney has served as a director of the Company since August 2008.

On October 1, 2008, the Company entered into a four month consulting agreement with LP (Origination) Limited (“LP”), a company incorporated in the United Kingdom, to provide consulting services relating to the oil and gas industries. The Company issued 100,000 shares of its common stock to LP on October 7, 2008 for payment of these consulting services, and $37,250 of the total charge of $149,000 was recorded as prepaid services on the condensed consolidated balance sheet at December 31, 2008. The president of LP is Peter A. Worthington, who has served as a director of the Company since August 2008. On May 28, 2009, the Board of Directors of the Company appointed Mr. Worthington as Interim Chairman of the Board of Directors. On July 6, 2009, the Board of Directors appointed Mr. Worthington as the Company’s Chief Executive Officer. In addition to the common shares issued to LP, the Company also paid a fee in December 2008 in the amount of $90,000 to Mr. Worthington for the services provided under the agreement. On May 11, 2009, the Company entered into another consulting agreement with LP with an effective date of April 7, 2009, pursuant to which LP has agreed to perform management advisory, strategic planning and other consulting services as the Company may request from time to time for a term ending on April 6, 2010, in return for (i) a payment of $100,000 conditioned upon and to be paid after a specified amount of sales have been made and for which LP had some significant involvement as set forth in the consulting agreement, and (ii) 300,000 shares of the Company’s common stock, which was issued on May 12, 2009. The latest consulting agreement may be renewed by either party for an additional one year term. For the twelve months periods ended December 31, 2009, a charge of approximately $492,250, respectively was made to operations with respect to consulting expense, which is reflected in general and administrative expenses on the consolidated statements of operations and comprehensive loss. Mr. Worthington did not collect a salary for his work as interim CEO and Chairman of the Board of directors, he was only reimbursed for living and travel expenses on behalf of the Company but the Company did record an accrual and an expense of $45,000 for projected compensation costs for his services as CEO and Chairman of the Board of directors. On November 11, 2009, Mr. Worthington resigned from the position of Chief Executive Officer of the Company as well as from its Board of Directors, including as Interim Chairman of the Board. On December 15, 2009, the Board of Directors awarded Mr. Worthington 200,000 warrants of the Company’s common stock with an exercise price of $.40 per share, an expense of $93,836 was recorded to the consolidated statement of operations and comprehensive loss for the year ended December 31, 2009, these warrants were not excisable until April 7, 2010, and expire on April 7, 2012.

During the twelve months year ended December 31, 2009 Jonathan Simon, a member of the Board of Directors since 2007, incurred expenses in the amount of $54,900 on the behalf of the Company. The Company recorded an accrual to accounts payable and expensed $54,900 to the financial statements for the year ended December 31, 2009. This obligation was settled in January 2010 by the Company issuing Mr. Simon 75,000 shares of the Company’s common stock.

On November 11, 2009, the Board elected Mr. Brian Ettinger to the Board of Directors of the Company and appointed him as the Chairman of the Board, filling the vacancy created by the resignation of Mr. Worthington. Mr. Ettinger, a consultant to the Company since 2008, currently serves as the CEO and General Counsel for Worldwide Strategic Partners, Inc. (“WSP”). General Lincoln Jones III, a former director of the Company, owns in excess of ten percent of WSP. The Company currently has a consulting agreement in place with WSP. Since January 1, 2008, in connection with consultant services provided by Mr. Ettinger to the Company, the Company issued to Mr. Ettinger the following securities: (i) on June 13, 2008, the Company issued 57,500 shares of its Common Stock to Mr. Ettinger as payment for consulting services rendered valued at $129,375; (ii) on October 1, 2008, the Company issued to Mr. Ettinger warrants to purchase 300,000 shares of its Common Stock in partial payment of consulting services to be performed, which warrants have an exercise price of $2.00, with 100,000 warrants vesting on each of June 10, 2009, January 10, 2010 and June 10, 2010; (iii) on October 31, 2008, the Company issued 150,000 shares of its Common Stock to Mr. Ettinger for consulting services rendered valued at $232,500; (iv) on April 1, 2009, the Company issued to Mr. Ettinger warrants to purchase 200,000 shares of its Common Stock in partial payment of consulting services to be performed, which warrants have an exercise price of $1.10 per share and expire on varying dates ranging from January 10, 2012 to June 10, 2012; and (v) on April 22, 2009, the Company issued 225,000 shares of its Common Stock to Mr. Ettinger for consulting services rendered valued at $254,250. On December 15, 2009, the Company issued Mr. Ettinger 250,000 shares of its Common Stock for consulting services rendered in November 2009, the services were valued at $145,000 using the closing day stock price and recorded to the financial statements. Also on December 15, 2009 the Company issued Mr. Ettinger 150,000 shares of its Common Stock for becoming the Company’s Chairman of the Board of Directors, an expense of $87,000, using the closing day stock price, was recorded to the statement of operations and comprehensive loss for the year ended December 31, 2009. On January 1, 2010, the Company entered into another Consulting Services Agreement with Brian Ettinger, the Chairman of the Board of Directors of the Company. Pursuant to the Consulting Services Agreement, (A) Mr. Ettinger agreed to provide the Company with certain consulting services outside his duties as Chairman of the Board of Directors of the Company and (B) as compensation for the consulting services to be provided by Mr. Ettinger pursuant to the Consulting Services Agreement, the Company agreed to issue to Mr. Ettinger (i) 375,000 shares of its Common Stock (valued at $0.58 per share, the last sale price per share of the Company’s Common Stock as reported by the Pink Sheets on December 31, 2009), which shares may be required to be assigned back to the Company in the event of the termination of the Consulting Services Agreement under certain circumstances, and (ii) warrants to purchase a total of 500,000 shares of the Company’s Common Stock at an exercise price of $0.58 per share, half of which warrants vest on each of July 1, 2010 and January 1, 2011 and which warrants are exercisable for a 24 month period following the respective vesting dates. On July 16, 2010 Mr. Ettinger resigned as Chairman of the Board of Directors and the Company entered into a new consulting service agreement with Mr. Ettinger (See Note 8 – Subsequent Events).

NOTE 6 - STOCKHOLDERS’ EQUITY

Rights Dividend

The Board of Directors (the “Board”) of Global Resource Corporation (the “Company”) declared a dividend, payable to stockholders of record on March 11, 2010 (the “Record Date”), of one right (a “Right”) per each share of outstanding Common Stock of the Company, par value $0.001 per share (“Common Stock”), to purchase 1/1,000th of a share of Series I Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Stock”), at a price of $100.00 per share (such amount, as may be adjusted from time to time as provided in the Rights Agreement, the “Purchase Price”). In connection therewith, the Company entered into a Rights Agreement, dated March 11, 2010 (as the same may be amended from time to time, the “Rights Agreement”) with Olde Monmouth Stock Transfer Co., Inc., as Rights Agent (the “Rights Agent”).

The Rights are not exercisable until the earlier of the following dates (each a “Distribution Date”):

(a) such date the Company learns that a person or group (including any affiliates or associate of such person or group) has acquired, or obtained the right to acquire, beneficial ownership (as defined in the Rights Agreement) of more than 20% of the outstanding Common Stock of the Company (or, in the case of any person with beneficial ownership of more than 20% at the time the Rights Agreement is entered into, any additional Common Stock is acquired by such person (except upon exercise of certain stock options or vesting of restricted shares) (any person or group specified in the foregoing bullet point, an “Acquiring Person”); and

(b) such date, if any, as may be designated by the Board following the commencement of, or first public disclosure of an intention to commence, a tender or exchange offer for outstanding Common Stock which could result in a person or group becoming the beneficial owner of more than 20% of the outstanding Common Stock of the Company.

The Rights will expire on March 11, 2013 (the “Expiration Date”), unless earlier redeemed or cancelled by the Company.

The Rights are redeemable by the Board at a redemption price of $0.00001 per Right (the “Redemption Price”) any time prior to the earlier of (i) the Distribution Date and (ii) the Expiration Date. Immediately upon the action of the Board ordering the redemption of the Rights, and without any further action and without any notice, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

As of the date of filing, no Rights have been exercised or become exercisable.

Common stock financing

Between January 1, 2010 and March 31, 2010, the Company sold 1,835,922 shares of its common stock for $617,535 in cash.

During the year ended December 31, 2009, the Company issued 250,000 shares of common stock at an average of approximately $0.50 per share for a total of $125,830 in cash. The issuance with a private investor and were sold at a discount on the market price.

Common stock issued for services to non-employees

~~For~~During the ~~nine~~ ~~month~~quarter ~~period~~ ended ~~September~~March 3031, ~~2009~~2010, the Company issued aan ~~total~~aggregate of ~~849~~ 3,~~000~~704,785 shares of ~~its~~ common stock to non-employees for services ~~rendered or~~ to be ~~rendered~~performed under various agreements. ~~These~~ ~~services~~The transactions were valued at the fair value of the common stock at the commitment date in the amount of $1,~~116~~846,~~050~~158, ~~and~~as ~~will~~that was deemed to be ~~amortized~~ ~~over~~the more readily determinable value. Included in the ~~length~~3,704,785 shares of ~~time~~Common ~~the~~Stock ~~services~~issued to non-employees are 1,225,000 shares for services to be provided through December 2010. The unamortized amount of prepaid services at March 31, 2010 is $810,250 (see Note 4). The Company recorded $442,500 as general and administrative expenses related to the amortization of prepaid stock for services in the accompanying consolidated statement of operations and comprehensive loss for the quarter ended March 31, 2010. The Company also issued 1,400,000 shares of Common Stock valued at $882,000 to Eric Swain, a former CEO of the Company as part of a severance agreement and 100,000 shares of Common Stock valued at $78,000 to Frank Pringle, another former CEO of the Company, as part of a severance agreement (see Note 7).

25Additionally, on February 1, 2010, the Company issued, pursuant to January 19, 2010 approvals of the Board of Directors of the Company, the following shares of the Company’s Common stock: (i) 10,000 shares of its Common Stock to General Lincoln Jones III, a director of the Company, (ii) 10,000 shares of its Common Stock to Frederick A. Clark, a director of the Company, (iii) 15,000 shares of its Common Stock to Kim Thorne O’Brien, a director of the Company, and (iv) 75,000 shares of its Common Stock to Jonathan Simon, a director of the Company. On March 8, 2010, the Board of Directors of the Company elected Paul Somerville and Edward Szofer to its Board of Directors. They each received 100,000 shares of the Company’s Common stock.

~~Global~~During the year ended December 31, 2009, the Company issued a total of 2,699,000 shares of its common stock to non-employees for services rendered during the year or to be rendered. These services were valued at $2,431,050. Included in the 2,699,000 shares of common stock issued to non-employees is 850,000 shares for services to be provided through December 2010. The unamortized amount of prepaid services at December 31, 2009 is $577,250 (see Note 4). The Company recorded $1,853,800 as general and administrative expenses related to these issuances in the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2009. The Company also issued 1,050,000 shares of common stock to a former employee as part of a ~~Resource~~severance ~~Corporation~~agreement the value of the stock issue was $1,134,000 (see Note 7).

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

September 30, 2009

NOTE 5 - STOCKHOLDERS’ EQUITY (CONTINUED)

Preferred Stock

In January 2009, the remaining 5,000 shares of Preferred Stock A, held by a person related to the Company’s former Chief Executive Officer, Frank Pringle (“Pringle”), was converted into 2,500 shares of common stock.

Warrants

During the period from July 19, 2002 (inception) to ~~September~~March 3031, ~~2009~~2010, the Company granted two types of warrants: (a) Purchase warrants – sold in conjunction with the sale of common stock and (b) Compensation warrants – grants to non-employee consultants ~~or directors~~ for services provided or to be provided. Warrants issued in association with the sale of common stock have no related expense, and accordingly no effect on the Company’s results of operations. AFair ~~fair~~ value for each warrant is calculated using the Black-Scholes option-pricing model and a debit and credit is recorded to additional paid-in capital.

For Compensation warrants, the Company records the expense of options granted to non-employee consultants for services based on the estimated fair value of the warrants using the Black-Scholes option-pricing model on the grant date. The Company believes that the estimated fair value of the warrants is more readily measurable than the fair value of services rendered.

The fair value of the warrants was determined using the Black-Scholes option-pricing model with the following assumptions:

			July 19, 2002
		2010			19-July-2002 (inception) to 31-March-2010
			(inception) to
Dividend yield			0	%		0	%
	September 30, 2009		September 30, 2009
Expected volatility			111%-137	%		100% - 240	%
Dividend yield	0%		0%
Risk-free interest rate			0.84%-2.36	%		0.78% - 4.97	%
Expected volatility	94%-151%		94% - 240%
Expected life		2.93 years			.5 - 7 year
Risk-free interest rate	.80% - 1.87%		.80% - 4.97%
Expected forfeiture rate			0	%		0	%
Expected life	.5 - 5 years		.5 years - 5 year
Expected forfeiture rate	0%		0%

2616

~~Global Resource~~A ~~Corporation~~summary of the status of the Company’s stock warrants for the three month period ended March 31, 2010 is as follows:

(A Development Stage Company)

	Warrants		Range of Exercise Price		Weighted Average Exercise Price

Balance at December 31, 2009		22,500,836	$	.40 - $4.75	$	2.71

Granted		2,820,002		.45 - $1.30		.71
Cancelled – Warrants Exchanged for Shares of Common Stock		1,042,106		.80 - $2.75	$	1.93
Exercised		-

Balance at March 31, 2010		24,278,732	$	.40 - $4.75	$	2.56

Exercisable at March 31, 2010		12,169,325			$	1.89

Notes to the Condensed Consolidated Financial Statements

Warrants Outstanding								Warrants Exercisable
Exercise Price		Number Outstanding at 3/31/10		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Exercisable 3/31/10		Weighted Average Exercise Price
$	0.40		200,000		3.33	$	0.40		-	$	0.40
$	0.45		150,000		1.94	$	0.45		-	$	0.45
$	0.58		850,000		2.25	$	0.58		350,000	$	0.58
$	0.85		200,000		1.91	$	0.85		200,000	$	0.85
$	1.02		60,000		4.17	$	1.02		60,000	$	1.02
$	1.04		30,000		4.24	$	1.04		30,000	$	1.04
$	1.10		225,000		1.31	$	1.10		125,000	$	1.10
$	1.18

Filing Compare · Global Resource CORP