Edgar Filing: Global Resource CORP

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PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheet	1
		Condensed Consolidated Statements of Operations and Comprehensive Loss	2
		Condensed Consolidated Statement of Stockholders’ Equity (Deficit)	3
		Condensed Consolidated Statement of Cash Flows	34
		Notes to Condensed Consolidated Financial Statements	35
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		61
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		70
Item 4.	Controls and Procedures		70
Item 4T.	Controls and Procedures		70

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings		71
Item 1A.	Risk Factors		71
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		71
Item 3.	Defaults Upon Senior Securities		71
Item 4.	Submission of Matters to a Vote of Security Holders		71
Item 5.	Other Information		71
Item 6.	Exhibits		72

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Global Resource Corporation

(A Development Stage Company)

Condensed Consolidated Balance Sheets

	(Unaudited)			(Audited)
	Period Ended			Year Ended
	June 30, 2009			December 31, 2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,011,347		$	2,013,730
Short-term investments		220,500			2,557,274
Prepaid Services		1,082,875			1,508,875
Total current assets		2,314,722			6,079,879

Property and equipment, net of depreciation		1,692,815			1,358,299

OTHER ASSETS
Deposits		123,727			123,726
Prepaid patent costs		464,049			383,685
Total other assets		587,776			507,411

TOTAL ASSETS	$	4,595,313		$	7,945,589

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	741,238		$	889,489
Deferred Revenue		300,000			-
Loans payable - equipment		22,830			34,850
Capital lease obligation - equipment		10,812			9,543
Severance payable		200,000			200,000
Total current liabilities		1,274,880			1,133,882

LONG-TERM LIABILITIES
Loans payable - equipment, net of current portion		6,703			16,821
Capital lease obligation - equipment, net of current portion		9,999			15,742
Severance payable, net of current portion		900,000			1,000,000
Derivative financial instruments		1,844,599			1,591,834
Total long-term liabilities		2,761,301			2,624,397

Total liabilities		4,036,181			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, 70,275,664 shares issued and 63,580,703 outstanding at June 30, 2009, 69,549,164 shares issued and 62,854,203 outstanding at December 31, 2008		70,275			69,549
Additional paid-in capital		38,056,070			35,842,053
Accumulated other comprehensive loss		-			(237,550	)
Deficit accumulated in the development stage		(35,850,740	)		(29,770,274	)
		2,275,605			5,903,783
Treasury Stock		(1,716,473	)		(1,716,473	)

Total stockholders' equity		559,132			4,187,310

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,595,313		$	7,945,589

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Condensed Consolidated Statements of Operations and Comprehensive Loss

(With Cumulative Totals Since Inception)

(Unaudited)

	Three Months Ended						Six Months Ended						July 19, 2002
				Restated						Restated			(Inception)
	June 30			June 30			June 30			June 30			to
	2009			2008			2009			2008			June 30, 2009

REVENUES	$	-		$	-		$	-		$	-		$	-
COST OF SALES		-			-			-			-
GROSS PROFIT		-			-			-			-			-

OPERATING EXPENSES
General and administrative expenses		3,093,423			12,811,514			5,236,282			16,259,524			45,258,653
Research and development expenses		395,087			308,735			680,359			434,993			1,961,398
Total operating expenses		3,488,510			13,120,249			5,916,641			16,694,517			47,220,051

OPERATING LOSS		(3,488,510	)		(13,120,249	)		(5,916,641	)		(16,694,517	)		(47,220,051	)

OTHER INCOME (EXPENSE)
Loss on deposit and other														(179,893	)
Net realized loss on investments					(1,194	)		(17,438	)		(1,194	)		(899,206	)
Change in fair value of derivative financial instruments		(948,619	)		303,121			(252,765	)		7,549,349			12,107,080
Interest expense		(4,465	)		(3,320	)		(7,609	)		(9,393	)		(64,081	)
Interest income		58,490			40,289			113,987			44,076			405,411
Total other income (expense)		(894,594	)		338,896			(163,825	)		7,582,838			11,369,311

NET LOSS	$	(4,383,104	)	$	(12,781,353	)	$	(6,080,466	)	$	(9,111,679	)	$	(35,850,740	)

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized loss on short-term investments	$	550,441		$	(142,312	)	$	237,550		$	(142,312	)	$	(837,850	)
Realized loss on short-term investments, net of taxes, reclassified from accumulated other comprehensive loss														837,850


COMPREHENSIVE LOSS	$	(3,832,663	)	$	(12,923,665	)	$	(5,842,916	)	$	(9,253,991	)	$	(35,850,740	)

EARNINGS (LOSS) PER COMMON SHARE
BASIC	$	(0.07	)	$	(0.30	)	$	(0.10	)	$	(0.25	)
DILUTED	$	(0.07	)	$	(0.30	)	$	(0.10	)	$	(0.25	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
BASIC		63,367,077			42,450,685			63,144,988			36,596,908
DILUTED		63,367,077			42,450,685			63,144,988			36,596,908

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

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

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

Common stock shares issued for cash:

Common stock issued for cash on November 5, 2002, at $.50 per share plus 8,000 warrants										8,000				4,000													4,000

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, 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, see Note 19)		-		-		-		-		3,597,600		-		493,300		(508,508	)		-		-		-		-		(15,208	)

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

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 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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

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, see Note 19)		-		-		-		-		5,572,400		-		753,200		(712,167	)		-		(14,340	)		-		-		26,693

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

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

Common stock Initial Founder's shares cancelled on October 28, 2004						(250,000	)			-									-

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

Preferred Stock A

Preferred Stock B

Common Stock

(Restated)

Deficit

Accumulated

(Restated)

Accumulated

(Restated)

Preferred

Par Value $.001

Preferred

Par Value $.001

Common

Par Value $.001

Additional

Paid-In

during the

Development

Deferred

Stock

Subscription

Treasury

Other

Comprehensive

$ Amount

Capital

Stage

Compensation

Receivable

Stock

Loss

Total

Common stock issued for cash on December 30, 2005, at $2.00 per share plus 6,500 warrants

6,500

13,000

Common stock issued for cash on December 30, 2005, at $1.02 per share plus 100,000 warrants

100,000

102,000

Common stock issued for cash on December 30, 2005, at $.65 per share plus 85,200 warrants

21,300

13,815

Common stock issued for cash on December 30, 2005, at $.65 per share plus 20,000 warrants

5,000

3,235

Common stock issued for cash on December 30, 2005, at $.73 per share plus 66,000 warrants

16,500

12,033

Common stock issued for cash on December 30, 2005, at $.36 per share plus 18,000 warrants

4,500

1,610

Common stock issued for cash on December 30, 2005, at $.64 per share plus 60,800 warrants

15,200

9,750

Common stock issued for cash on December 30, 2005, at $.99 per share plus 8,000 warrants

2,000

1,985

Common stock issued for cash on December 30, 2005, at $.70 per share plus 134,000 warrants

33,500

23,385

Common stock issued for cash on December 31, 2005, at $1.02 per share plus 26,705 warrants

26,705

61,362

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

Preferred Stock A

Preferred Stock B

Common Stock

(Restated)

Deficit

Accumulated

(Restated)

Accumulated

(Restated)

Preferred

Par Value $.001

Preferred

Par Value $.001

Common

Par Value $.001

Additional

Paid-In

during the

Development

Deferred

Stock

Subscription

Treasury

Other

Comprehensive

$ Amount

Capital

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

Common stock issued for cash on January 19, 2006, at $2.00 per share plus 3,000 warrants

3,000

6,000

Common stock issued for cash on January 23, 2006, at $2.00 per share plus 2,500 warrants

2,500

5,000

Common stock issued for cash on January 26, 2006, at $2.00 per share plus 29,500 warrants

29,500

59,000

Common stock issued for cash on January 27, 2006, at $2.00 per share plus 11,100 warrants

11,100

22,200

Common stock issued for cash on January 31, 2006, at $2.00 per share plus 15,000 warrants

15,000

30,000

Common stock issued for cash on February 1, 2006, at $1.00 per share plus 2,000 warrants

2,000

Common stock issued for cash on February 2, 2006, at $2.00 per share plus 1,000 warrants

1,000

2,000

Common stock issued for cash on February 2, 2006, at $2.00 per share plus 6,000 warrants

1,500

3,000

Common stock issued for cash on February 6, 2006, at $2.00 per share plus 10,000 warrants

10,000

20,000

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)


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

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 consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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, 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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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	)

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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 consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

(Restated)

Preferred Stock A

Preferred Stock B

Common Stock

Deficit Accumulated

Accumulated

Preferred

Par Value $.001

Preferred

Par Value $.001

Common

Par Value $.001

Additional Paid-In

during the Development

Deferred

Stock Subscription

Treasury

Other Comprehensive

$ Amount

Capital

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

Common Stock Warrants issued for services (BOD) on May 21, 2008, at $2.47 per share (9,000 warrants)

14,795

Common Stock Warrants issued for services (BOD) on September 23, 2008, at $2.25 per share (25,000 warrants)

50,000

Common Stock Warrants issued for services (BOD) on November 13, 2008, at $1.35 per share (20,000 warrants)

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

Common Stock Warrants issued for services to non-employee on October 1, 2008, at $1.36 per share (300,000 warrants)

102,285

Common Stock Warrants exercised cashless by Nutmeg/Black Diamond on April 2, 2008, at $1.84 per share

58,478

(58

)

Common Stock Warrants exercised cashless by Nutmeg/Black Diamond on April 2, 2008, at $1.84 per share

66,011

(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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

Common stock shares issued for services rendered:

Common stock issued for services rendered, on Jan. 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 Feb 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 Non-Employees on Jan. 2, 2009, at $1.50																25,787															25,787

Common Stock Warrants issued for services Non-Employees on Feb. 18, 2009, at $2.50																31,666															31,666

Common Stock Warrants issued for services Non-Employees on March 2, 2009, at $1.02																9,103															9,103

Common Stock Warrants issued for services (BOD) on March 27, 2009, at $1.04																27,119															27,119

Common Stock Warrants amortization expense issued for services Non-Employees on October 31, 2008, at $1.58																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 period 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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

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

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 Non-Employees on April 1, 2009, at $1.50														32,887														32,887

Common Stock Warrants issued for services Non-Employees on April 1, 2009, at $1.01														46,960														46,960

Common Stock Warrants amortization expense issued for services Non-employees on Jan. 2, 2009, at $1.50														25,787														25,787

Common Stock Warrants amortization expense issued for services Non-employees on March 2, 2009, at $1.02														27,309														27,309

Common Stock Warrants amortization expense issued for services Non-Employees on October 31, 2008, at $1.58														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 loss - unrealized loss 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

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(With Cumulative Totals Since Inception)

(Unaudited)

							July 19, 2002
	Six Months Ended						(Inception)
	June 30,			June 30,			to
	2009			2008			June 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES				Restated
Net loss	$	(6,080,466	)	$	(9,111,679	)	$	(35,850,740	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		109,742			43,323			391,595
Preferred stock issued for services								400,000
Common stock issued for services		43,250			13,194,734			20,916,071
Amortization of prepaid common stock issued for services		1,301,300			1,290,750			4,691,425
Common stock warrants and options issued for services		1,211,186			29,375			2,542,765
Amortization of deferred compensation					54,500			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			1,194			17,438
Change in fair value of derivative financial instruments		252,765			(7,549,349	)		(12,107,080	)
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		-			(1,716	)		(178,726	)
Prepaid patent costs		(80,364	)		(157,113	)		(464,049	)
Accounts payable and accrued liabilities		(148,250	)		(33,441	)		943,668
Deferred revenue		300,000						300,000
Severance payable		(100,000	)					1,100,000

Total adjustments		2,992,067			6,872,257			20,217,848

Net cash used in operating activities		(3,088,399	)		(2,239,422	)		(15,632,892	)

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		(369,540	)		(294,980	)		(1,299,619	)
Proceeds from sale of property and equipment								44,200
Proceeds from sale of real estate								617,864
Purchase of short-term investments					(4,045,113	)		(4,586,334	)
Proceeds from sale of short-term investments		2,556,886			145,298			3,510,546

Net cash provided by (used in) investing activities		2,112,628			(4,233,299	)		(2,380,040	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash					9,925,054			21,002,175
Proceeds for stock to be issued					465,210
Proceeds from stock subscription receivable					55,175			(130,518	)
Purchase of treasury stock								(1,716,473	)
Repayment of loans payable and capital lease obligation		(26,612	)		(139,950	)		(130,905	)

Net cash provided by (used in) financing activities		(26,612	)		10,305,489			19,024,279

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,002,383	)		3,832,768			1,011,347

CASH AND CASH EQUIVALENTS
- BEGINNING OF PERIOD		2,013,730			780,425

CASH AND CASH EQUIVALENTS
- END OF PERIOD	$	1,011,347		$	4,613,193		$	1,011,347

SUPPLEMENTAL DISCLOSURES OF
NON-CASH ACTIVITIES:
Interest Paid	$	4,465		$	9,393		$	63,323

See accompanying notes to the condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 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 relationships with established companies.

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, "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 not commenced any commercial operations as of June 30, 2009.

Basis of Presentation

The accompanying condensed consolidated balance sheet as of December 31, 2008, 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. 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 as filed with the Securities and Exchange Commission.

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 acquisition of Carbon Recovery Corporation (“CRC”), a New Jersey corporation formed on July 19, 2002, pursuant to a July 2006 plan and agreement of reorganization (“CRC Acquisition Agreement”).

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

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

Basis of Presentation (continued)

On 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.

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

Short-term Investments

Cash in excess of operating requirements is invested in marketable debt and equity securities, all of which are classified as available for sale, and are carried at their fair value. The unrealized gains or losses of these investments, which are deemed to be temporary in nature are recorded as part of accumulated other comprehensive income (loss), are included in the condensed consolidated statement of stockholders’ equity. Realized gains or loss and declines in value judged to be other-than-temporary on these investments are recognized as realized gains or losses in the condensed consolidated statements of operations and comprehensive loss.

Patents

Legal fees associated with patents, which are expected to be issued are recorded as prepaid patent costs on the accompanying 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.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Research and Development Costs

The Company complies with the accounting and reporting requirements of SFAS No. 2, “Accounting for Research and Development Costs (as amended)”. 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 ended June 30, 2009 and 2008 were $395,087 and 308,735, respectively, for the six months ended June 30, 2009 and 2008 were $680,359 and $434,993, respectively, and for the cumulative period July 19, 2002 (inception) to June 30, 2009, was $1,961,398.

Stock-Based Compensation

On January 1, 2006, the Company adopted the provisions of SFAS No. 123R using the modified prospective transition method. The total expense associated with stock-based employee compensation was approximately $520,000 for the three months ended June 30, 2009, and $780,000 for the six months ended June 30, 2009 and $1,820,000 for the period July 19, 2002 (inception) to June 30, 2009. There was no expense associated with stock-based employee compensation for the three and six month periods ended June 30, 2008.

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.

Earnings (Loss) Per Share of Common Stock

The Company complies with the accounting and reporting requirements of SFAS No. 128, “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.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 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 June 30, 2009 and 2008 respectively, are as follows:

	As of June 30, 2009		As of June 30, 2008
Options		1,200,000		200,000

Warrants		22,075,836		22,164,085

Convertible preferred stock				16,720,062

Total		23,275,836		39,084,147

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 June 30, 2009 and 2008.

Derivative Financial Instruments

The Company accounts for financial instruments that are indexed to and potentially settled in, its own stock in accordance with the provisions of Emerging Issues Task Force (“EITF’) No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in a Company’s Own Stock”. These financial instruments include freestanding warrants and options to purchase the Company’s common stock. Under certain circumstances that would require the Company to settle these equity items in cash, and without regard to probability, EITF No. 00-19 would require the classification of all or part of the item as a liability and the adjustment of that reclassified amount to fair value at each reporting date, with such adjustments reflected in the Company’s condensed consolidated statements of operations and comprehensive loss.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Adopted Accounting Pronouncements

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”). SFAS No. 161 is 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. SFAS No. 161 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. SFAS No. 161 became effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company adopted SFAS No. 161 in the first quarter of 2009. The adoption of SFAS No. 161 did not have a material impact on the condensed consolidated financial statements.

On April 9, 2009, the FASB issued FASB Staff Position (“FSP”) FAS 107-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1”). FAS FSP 107-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FAS FSP 107-1 also amends APB No. 28, “Interim Financial Reporting”, to require those disclosures in summarized financial information at interim reporting periods. FAS FSP 107-1 shall be 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 FSP if certain requirements are met. This FSP does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures only for periods ending after initial adoption. The adoption of this FSP did not have a material impact on its condensed consolidated financial statements.

On April 9, 2009, the FASB issued FSP FAS 157-4, “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” (“FSP FAS 157-4”). FSP FAS 157-4 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; eliminates the proposed presumption that all transactions are distressed (not orderly) unless proven otherwise. The FSP instead requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. In addition, FSP FAS 157-4 requires an entity to disclose a change in valuation technique (and the related inputs) resulting from the application of the FSP and to quantify its effects, if practicable. FSP FAS 157-4 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 FSP did not have a material impact on its condensed consolidated financial statements.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Adopted Accounting Pronouncements (continued)

On April 9, 2009, the FASB issued FSP FAS 115-2 and FSP FAS 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments.” These FSP’s are 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. These FSP’s also require increased and more timely disclosures regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. These FSP’s shall be 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. If an entity elects to adopt early either FSP FAS 157-4 or FSP FAS 107-1 and APB. No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments”, the entity also is required to adopt early these FSP’s. Additionally, if an entity elects to adopt early these FSP’s, it is required to adopt FSP FAS 157-4.

These FSP’s do not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, these FSP’s require comparative disclosures only for periods ending after initial adoption.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS No. 165”). SFAS No. 165 is intended 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. SFAS No. 165 became effective for financial statements issued for fiscal years and interim periods beginning after June 15, 2009. The Company will be adopting SFAS No. 165 in the third quarter of 2009. The adoption of SFAS No. 165 is not anticipated to have a material impact on the condensed consolidated financial statements.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 authorized the FASB Accounting Standards Codification as the sole source for authoritative U.S. GAAP. SFAS 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. Once effective, SFAS 168 will supersede all accounting standards in U.S. GAAP, other than those issued by the SEC. SFAS 168 replaces SFAS No. 162 to establish a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification.

Reclassification

Certain amounts for the three and six months ended June 30, 2008 have been reclassified in the condensed consolidated financial statements to be comparable to the presentation for the three and six months ended June 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 $6,080,466 for the six months ended June 30, 2009 and $35,850,740 for the cumulative period from July 19, 2002 (inception) to June 30, 2009. The Company also had negative cash flows from its operations in the amount of $3,088,399 and $15,632,892 for the six month period ended June 30, 2009 and for the cumulative period from July 19, 2002 (inception) to June 30, 2009, respectively. Additionally, the Company has had no revenue since inception.

Based on the Company’s current operating plan, the total cash expenditures needed for the remainder of 2009 are expected to exceed the Company’s cash, cash equivalents and short-term investments, aggregating approximately $1,232,000, as of June 30, 2009. The Company’s assessment of its cash needs may be affected by changes in the assumptions relating to the Company’s technological and engineering requirements in the development of its products as well as payroll, staff and administrative related matters.

The Company has completed a 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 May 4-8, 2009 and June 8-11, 2009, the Company provided public demonstrations of the Patriot-1to prospects, partners and dignitaries at our outside contract manufacturer’s facility (Ingersoll Production System) located in Rockford, Illinois. The Company is conducting preliminary negotiations with prospective purchasers of machines, but does not have any committed orders for its equipment. 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 cash deposit from the purchaser which will be recorded as deferred revenue until the equipment is shipped, installed and operating successfully at the destination site.

The 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. 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 condensed 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.

The condensed 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.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company had 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 had a monthly retainer agreement with Clark, which it terminated in May 2009. For the three and six month periods ended June 30, 2009 and 2008, and for the cumulative period July 12, 2002 (inception) to June 30, 2009, the Company paid Clark a total of $10,000, $25,000, $15,000, $30,000, 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.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

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. For the six month period ended June 30, 2009, a charge to operations, which is reflected in general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss, was $62,961. The president of LP is Peter A. Worthington, who has served as a director of the Company since August 2008. 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. Effective July 6, 2009, upon the termination of Mr. Eric Swain's employment (see Note 12), the Board of Directors appointed Mr. Worthington to the position of Chief Executive Officer. Mr. Worthington has been a director of the Company since August 13, 2008 and its Interim Chairman of the Board since May 28, 2009.

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 $360,000 and $720,000 to the condensed consolidated statements of operations and comprehensive loss for the three and six month periods ended June 30, 2009, and $240,000 is included in prepaid services on the condensed consolidated balance sheet as of June 30, 2009. Mr. Paul Sweeney has served as a director of the Company since August 2008.

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 its services, inclusive of the 150,000 shares already issued. 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.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

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.

NOTE 5- STOCKHOLDERS’ EQUITY

Common stock issued for services to non-employees

For the six month period ended June 30, 2009, the Company issued a total of 724,000 shares of its common stock to non-employees for services rendered or to be rendered. These services were valued at $1,003,550, and will be amortized over the length of time the services are to be provided.

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 June 30, 2009, 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 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. A 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.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 5 - STOCKHOLDERS’ EQUITY (CONTINUED)

Warrants (continued)

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

	June 30, 2009		July 19, 2002 (inception) to June 30, 2009

Dividend yield		0%		0%
Expected volatility		141%-151%		100% - 240%
Risk-free interest rate		.80% - 1.87%		.80% - 4.97%
Expected life		.5 - 5 years		.5 years - 5 year
Expected forfeiture rate		0%		0%

A summary of the status of the Company’s stock warrants for the six-month period ending June 30, 2009:

	Warrants		Range of Exercise price		Weighted Average Exercise price

Balance at December 31, 2008		21,425,795	$	.80 - $4.75	$	2.79
Granted		650,041	$	1.02 - $2.50	$	1.30
Cancelled
Exercised
Balance at June 30, 2009		22,075,836	$	.80 - $4.75	$	2.75
Exercisable at June 30, 2009		10,806,429			$	2.00

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 5 - STOCKHOLDERS’ EQUITY (CONTINUED)

Warrants (continued)

		Warrants Outstanding						Warrants Exercisable
Exercise Price		Number Outstanding at 06/30/09		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price		Number Outstanding at 06/30/09		Weighted Average Exercise Price
$	0.80		400,000		0.50	$	0.80		400,000	$	0.80
$	1.02		60,000		4.67	$	1.02		-	$	1.02
$	1.04		30,000		4.74	$	1.04		30,000	$	1.04
$	1.10		200,000		1.81	$	1.10		-	$	1.10
$	1.35		20,000		4.38	$	1.35		20,000	$	1.35
$	1.50		300,000		1.66	$	1.50		-	$	1.50
$	2.00		9,847,782		0.35	$	2.00		9,537,782	$	2.00
$	2.25		25,000		4.24	$	2.25		25,000	$	2.25
$	2.50		350,041		0.45	$	2.50		350,041	$	2.50
$	2.63		6,000		3.61	$	2.63		6,000	$	2.63
$	2.75		5,734,546		0.79	$	2.75		428,606	$	2.75
$	2.83		9,000		3.89	$	2.83		9,000	$	2.83
$	4.00		1,387,600		0.75	$	4.00		-	$	4.00
$	4.75		3,705,867		0.75	$	4.75		-	$	4.75
			22,075,836			$	2.75		10,806,429	$	2.00

Compensation warrants

For the six month period ended June 30, 2009, the Company granted a total of 650,041 common stock warrants to non-employees for service provided or to be provided. The distribution of these warrants is as follows: On January 2, 2009, 150,000 warrants issued with exercise price of $1.50 and are exercisable until December 31, 2010, on February 18, 2009, 60,041 warrants issued with exercise price of $2.50 and are exercisable until June 30, 2010, on March 2, 2009, 60,000 warrants issued with exercise price of $1.02 and are exercisable until March 2, 2014, and on March 27, 2009, 30,000 warrants issued with exercise price of $1.04 and are exercisable until March 27, 2014. On April 1, 2009, 100,000 warrants were issued with exercise price of $1.50 and are exercisable until June 1, 2012, also on April 1 2009, 200,000 warrants were issued with exercise price of $1.10 and are exercisable until June 10, 2012. The fair value of the warrants was determined using the Black-Scholes option pricing model.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 5 - STOCKHOLDERS’ EQUITY (CONTINUED)

CRC and Mobilestream Warrants (Derivative Liabilities)

In conjunction with the CRC Acquisition Agreement and the Mobilestream acquisition agreement (see Note 1) (together, “the 2006 Acquisition Agreements”), the Company exchanged or issued common stock purchase warrants (“Acquisition Warrants”). The Acquisition Warrants consisted of an aggregate 5,305,940 of CRC’s Class B and Class D (“CRC B & D”) warrants, 1,397,800 of CRC’s Class E (“CRC E”) warrants and 27,205,867 Mobilestream warrants, of which 23,500,000 Mobilestream warrants were issued directly to Pringle and were subsequently cancelled in 2007. The CRC B & D warrants had an original exercise price of $2.75 and an original expiration date of September 21, 2007. The CRC E warrants had an original exercise price of $4.00 and an original expiration date of September 21, 2007. The Mobilestream warrants had an original exercise price of $4.75 and an original expiration date of December 31, 2007. On September 21, 2007, the Board of Directors extended the expiration date of the CRC B & D and CRC E warrants to December 31, 2007 and on December 31, 2007, the expiration date was further extended until December 31, 2008. In November 2008, the Board of Directors amended the expiration date to 120 days subsequent to the effective date of a successful registration statement covering these warrants is filed with the SEC. On December 31, 2007, the Board of Directors extended the expiration date of the Mobilestream warrants to December 31, 2008 and, also in November 2008, amended the expiration date to 120 days subsequent to the effective date of a successful registration statement covering these warrants is filed with the SEC. On July 13, 2009, the Board of Directors changed the expiration date for the Acquisition Warrants to March 31, 2010. As of June 30, 2009 and through the date of this filing, the Company has not had its registration statements declared effective by the SEC.

Pursuant to the 2006 Acquisition Agreements, the Acquisition Warrants must be held in liquidating trusts indefinitely until they are registered or an exemption from such registration is available. Further, unless the underlying shares have been registered, the trustees of the liquidating trusts may serve written demand on the Company that the shares issuable upon exercise of the Acquisition Warrants held by the trusts be registered. The 23,500,000 Mobilestream warrants issued directly to Pringle were not held in a liquidating trust as required by the terms of the Mobilestream acquisition agreement. Although these warrants were not held in the liquidating trust, the Company believes that they should still be subject to the terms of the Mobilestream acquisition agreement, and accordingly, were included in the computation of derivative liabilities as discussed below.

The Company analyzed the Acquisition Warrants in conjunction with the 2006 Acquisition Agreements pursuant to the provisions of EITF No. 00-19. Since the trustees of the liquidating trusts can serve written demand on the Company that the shares issuable upon the exercise of the Acquisition Warrants held by the trusts be registered and the 2006 Acquisition Agreements (i) do not specify any circumstances under which net-cash settlement would be permitted or required and (ii) do not specify how the contract would be settled in the event the Company is unable to deliver registered shares, the Acquisition Warrants do not meet all of the conditions required for equity classification. Accordingly, the Company has classified the Acquisition Warrants as derivative liabilities at the time of the respective effective dates of each of the 2006 Acquisition Agreements.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 5 - STOCKHOLDERS’ EQUITY (CONTINUED)

CRC and Mobilestream Warrants (Derivative Liabilities) (continued)

As derivative liabilities, the Acquisition Warrants are measured at fair value at each reporting period (marked to market) with gains and losses being recognized in earnings. The Acquisition Warrants continue to be accounted for as derivative liabilities until a reclassification event such that the warrants are exercised, cancelled, expire or the 2006 Acquisition Agreements are modified to remove the registration restrictions. Upon a reclassification event, the Acquisition Warrants would be reclassified from liability back to equity after a mark to market adjustment immediately prior to the reclassification event. The Company calculates fair value of the Acquisition Warrants using a Black-Scholes option pricing model (see 2nd table below for underlying assumptions).

The impact of the application of EITF No. 00-19 on the Company’s condensed consolidated balance sheet as of June 30, 2009 and for the six month period then ended is as follows:

Date	Derivative Liability on Condensed Consolidated Balance Sheets		Gain (Loss) impacting Condensed Consolidated Statements of Operations and Comprehensive Loss
December 31, 2008	$	1,591,834
June 30, 2009	$	1,844,599	$ $	(948,619 (252,765	) )	3 months 6 months

The following table shows the variables used in the Black-Scholes option pricing model calculation used to determine the fair values for the derivative liability above:

Warrants	Date	Exercise Price	Market Price of Underlying Common Stock	Expected Volatility Rate	Risk Free Interest Rate	Expected Life
CRC B & D	06/30/2009	$ 2.75	$ 1.35	135%	.51%	9 months
CRC E	06/30/2009	$ 4.00	$ 1.35	135%	.51%	9 months
Mobilestream	06/30/2009	$ 4.75	$ 1.35	135%	.51%	9 months

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 5 - STOCKHOLDERS’ EQUITY (CONTINUED)

Employee Options

On January 29, 2009, the Company authorized 35,000 common stock options to staff employees. These options have an exercise price of $1.02, an expiration date of ten years from grant date and become fully vested on July 1, 2009. These options were granted under the Company’s 2008 Incentive Stock Option Plan, as amended and are subject to stockholder approval of an Amendment to the Plan, increasing the number of shares available for issuance. No expense has yet to be recorded for the unapproved options.

On February 19, 2009, the Company authorized 75,000 common stock options to an employee. These options have an exercise price of $1.27, and expire on February 19, 2019. The option vest one-third on the one year anniversary of the grant date, one-third on the two year anniversary of the grant date one-third on the three year anniversary of the grant date. These options were granted under the Company’s 2008 Incentive Stock Option Plan, as amended, and are subject to stockholder approval of an Amendment to the Plan, increasing the number of shares available for issuance. No expense has yet to be recorded for the unapproved options.

On September 23, 2008, as part of a series of employment term sheets, the Company authorized the grant of a total of 8,500,000 stock options to four key executives. 5,000,000 of those stock options were granted to Eric Swain, the Company's CEO. The other 3,500,000 stock options were granted to three other officers of the Company and remain subject to stockholder approval of an amendment to the Company's stock option plan increasing the number of authorized shares available for issuance under the plan. All of these options have an exercise price of $1.18 per share and expire ten years after the vesting date. 1,000,000 of Mr. Swain’s options vested immediately and the balance are scheduled to vest in equal annual installments of 1,000,000 options on September 23, 2009 and on each anniversary thereafter for the three years thereafter. The Company recorded an expense to general and administrative expenses in the accompanying 2009 condensed consolidated statement of operations and comprehensive loss in the amount of $780,000, for the six month period ended June 30, 2009, for the options granted to Mr. Swain, which represents the charge related to the second tranche of his options.

On April 27, 2009, with the retirement of Mr. Wayne Koehl, 600,000 of his options still waiting stockholder’s approval were cancelled (see Note 6 for details). Of the combined 2,900,000 options granted to Mr. Koehl and the two other executives, one-fifth of these options will vest immediately upon approval of the amendment of the Company’s stock option plan, and the remainder will vest one-fifth on September 23, 2009, and an additional one-fifth on each anniversary thereafter, for the next three years, provided that the executives are employed by the Company at each vesting date, or the options are subject to the terms of a retirement or severance agreement.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 5 - STOCKHOLDERS’ EQUITY (CONTINUED)

Employee Options (continued)

A summary of the status of the Company’s outstanding employee stock options as of June 30, 2009 is as follows:

	Number of Option shares		Weighted Average Exercise price		Number of Vested Option shares
Options from July 19, 2002 (inception) to December 31, 2004		-
Granted		200,000	$	1.00		50,000
Options as of December 31, 2005		200,000	$	1.00		50,000
Options as of December 31, 2006		200,000	$	1.00		100,000
Options as of December 31, 2007		200,000	$	1.00		150,000
Granted		5,000,000	$	1.18		1,000,000
Exercised
Forfeited/expired
Options as of December 31, 2008		5,200,000	$	1.17		1,200,000
Granted
Exercised
Forfeited/expired
Options as of June 30, 2009		5,200,000	$	1.17		1,200,000

The 3,460,000 options (for eight employees and one former employee) awaiting stockholder approval are not included in summary table above because options under an arrangement that is subject to shareholder approval are not deemed to be granted until that approval is obtained, unless approval is essentially a formality, which the Company has deemed not to be the case.

As of June 30, 2009, 1,200,000 options are vested and no options have been exercised. The weighted average exercise price is $1.17.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Retirement agreement

On April 27, 2009, the Company entered into a retirement agreement with Mr. Wayne Koehl, Chief Operation Officer. This retirement agreement replaces the prior employment agreement. Pursuant to the retirement agreement, the Company has agreed to pay Mr. Koehl his current salary for a period of approximately six months, ending on October 31, 2009. The retirement agreement also provides that: (a) Mr Koehl will be entitled to receive a bonus based upon sales of equipment made by the Company solely to one certain customer; (b) Mr. Koehl shall be entitled to retain the options to purchase 200,000 shares of the Company’s common stock previously granted which are vested but are subject to the shareholders approval, and options to purchase an additional 200,000 shares of the Company’s common stock previously granted, also subject to the shareholders approval, which were to vest on September 23, 2009 but shall now be immediately vested; (c) the Company will continue to provide medical coverage under the Company’s current health care benefits plan for period of approximately six months ending on October 31, 2009. Thereafter, Mr. Koehl shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period, at Mr. Koehl’s own expense.

Severance agreement

On November 12, 2008, the Company entered into a severance agreement with Pringle and 888 Corporation, a New Jersey corporation owned directly or indirectly by Pringle (the "Severance Agreement"). The Severance Agreement replaces a prior consulting agreement with 888 Corporation, which was approved by the Board of Directors on May 21, 2008. Pursuant to the Severance Agreement, the Company has agreed to pay Pringle $200,000 per year for the six year period commencing on January 1, 2009 subject to Pringle and 888 Corporation’s continued compliance with the terms of the Severance Agreement. Pursuant to the Severance Agreement, Pringle has returned 225,000 shares of the Company’s common stock previously issued to him, and he resigned as a member of the Company's Board of Directors and in all other capacities. Pringle also agreed to restrict the amount of shares of the Company’s common stock that he or his affiliates may sell to the following amounts: an aggregate of 400,000 shares of the Company’s common stock in the three month period beginning February 1, 2009, an aggregate of 300,000 shares of the Company’s common stock in the three month period beginning May 1, 2009 and an aggregate of 250,000 shares of Company’s common stock in any three month period thereafter beginning with the three month period beginning August 1, 2009. The foregoing restrictions remain in place until Pringle has less than 5,000,000 shares of Company’s common stock. Any transfers by Pringle in accordance with the foregoing restrictions remain subject to the Company's right of first refusal to purchase the stock. The Severance Agreement also provides for: (i) the immediate termination of the consulting agreement between the Company and 888 Corporation dated as of January 1, 2008 (though the Company has agreed to pay 888 Corporation

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Severance agreement (continued)

the remainder of any payments otherwise due them through December 31, 2008); (ii) a nine year non-compete and non-solicitation agreement from Mr. Pringle; (iii) certain representations, warranties and covenants from Pringle and associated indemnification obligations; and (iv) mutual general releases and non-disparagement provisions. The Company’s pledge of its pending patents as collateral for the payments to Pringle was eliminated.

Joint development agreement

On April 23, 2009, Global Heavy Oil Corporation, a wholly-owned subsidiary of the Company, entered into a Joint Development Agreement (“the Collaborative Arrangement”) with Schlumberger Technology and Schlumberger Holdings Limited (collectively, “Schlumberger”) for the purpose of researching and developing surface upgrading, a process using microwaves to increase the gravity of heavy oil above the surface of the Earth in oilfield operations (“the Products and Services”). The collaborative arrangement is to be implemented in three distinct phases as follows:

1.	Research and development including the testing of the products and services for the heavy oil field use.

2.	Design and testing of a prototype device or system to deliver the products and services as a prelude to the commercial exploitation.

3.	Upon full satisfaction of the Phase II objectives, Global Heavy Oil Corporation and Schlumberger will enter into a joint venture for the commercial exploitation of the products and services.

In consideration of Global Heavy Oil Corporation’s exclusive license of its intellectual property in the heavy oil field of use, the Company received $300,000 on May 22, 2009 upon execution of the agreement; this amount has been recorded to deferred revenue on the condensed consolidated balance sheet as of June 30, 2009, and will be reclassified into revenue when earned. An additional $300,000 will be received on the first anniversary of the Collaborative Arrangement. Additionally, within 30 days of the commencement of Phase II, the Company will receive a one-time $1,000,000 engineering fee from Schlumberger. Pursuant to the Collaborative Arrangement, the Company will have the right to acquire up to a 40% interest in the joint venture.

NOTE 7 - PATENTS

The Company currently has three utility patent applications pending in the United States Patent and Trademark Office ("PTO") and approximately ten corresponding utility patent applications pending in international patent offices in commercially relevant countries. 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 approval by the patent offices, the prepaid patent costs will be reclassified to an intangible asset and amortized over the expected life of the patent. The prepaid patent costs are $464,049 and $383,685 at June 30, 2009 and December 31, 2008, respectively.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 8 - SHORT-TERM INVESTMENTS

Cash in excess of operating requirements is invested in marketable debt and equity securities. All securities are considered available for sale and are carried at their fair value on the accompanying condensed consolidated June 30, 2009 balance sheet.

The Company held the following types of investments at June 30, 2009:

	Cost		Fair Value		Unrealized Gain/(Loss)		Realized Gain / (Loss)

Preferred Stock	$	220,500	$	220,500	$	0	$	0

Total	$	220,500	$	220,500	$	0	$	0

The Company has liquidated almost all of its short-term investments as of June 30, 2009; the remaining investments have a fair value of $220,500 and were liquidated in July 2009.

NOTE 9 - FAIR VALUE MEASUREMENTS

On January 1, 2008, the Company adopted SFAS No. 157 “Fair Value Measurements”. SFAS No. 157 defines fair value, provides a consistent framework for measuring fair value under generally accepted accounting principles and expands fair value financial statement disclosure requirements. SFAS No. 157’s 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. SFAS 157 classifies these inputs into the following hierarchy:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

·	Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

·	Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 9 - FAIR VALUE MEASUREMENTS (CONTINUED)

The following table represents available for sale securities measured at fair value at June 30, 2009:

	Fair Value at June 30, 2009		Quoted Prices in Active Markets for Identical Assets ( Level 1)		Significant Other Observable Inputs ( Level 2)		Significant Unobservable Inputs ( Level 3)
Assets
Cash equivalents	$	549,391	$	549,391	$	-	$	-
Short-term investments		220,500		220,500
Total	$	769,891	$	769,891	$	-	$	-

Liabilities
Derivative financial instruments	$	1,844,599	$	-	$	-	$	1,844,599

The following table presents additional information about Level 3 liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for liabilities within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs.

Changes in Level 3 liabilities measured at fair value for the six month period ended June 30, 2009:

	LEVEL 3
	Beginning Balance January 1, 2009		Realized (Gains)/Losses		Purchase Sales and Settlements		Ending Balance June 30, 2009		Change in Fair Value of Derivative financial instruments still held at June 30, 2009
Liabilities
Derivative financial instruments, at fair value	$	1,591,834	$	252,765	$	-	$	1,844,599	$	252,765

The change in fair value of derivative financial instruments are included in the accompanying condensed consolidated statement of operations and comprehensive loss, as other income (expense). The change in fair value of derivative financial instruments for the three month period ended June 30, 2009, is $948,619 and for the six month period ended June 30, 2009, the change in fair value is $252,765.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 10 - PREPAID SERVICES

During the three month period ended June 30, 2009, the Company recorded an expense of $752,625 to the accompanying condensed consolidated statement of operations and comprehensive loss and $1,301,300 for the six month period ended June 30, 2009, for the amortization of stock issued for services that were issued in 2009 and 2008. The unamortized amount as of June 30, 2009 is $1,082,875 Also, in the second quarter of 2009, the Company recorded an expense of $31,250 to the accompanying condensed consolidated statement of operations and comprehensive loss for the amortization of cash paid for services from 2008. For the six month period ended June 30, 2009 the Company recorded an expense of $85,000 to the accompanying condensed consolidated statement of operations and comprehensive loss for the amortization of cash paid for services from 2008.

NOTE 11 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2008

The following tables summarize the adjustments made in the restatement of our second quarter 2008 condensed consolidated financial statements.

Consolidated Balance Sheet Adjustments

1.	We reclassified prepaid services and stockholders’ equity in the amount of $517,292 to reflect the issuance of common stock to non-employees for services to be performed (see Note 10). Previously, we had reflected this prepayment as contra-equity.

2.	We reclassified Inventory – construction in progress to property and equipment in the amount of $294,980.

3.	We reclassified deferred compensation (contra-equity) as a reduction of additional paid-in capital in the amount of $163,500 to comply with SFAS No. 123R.

We adjusted legal fees of $157,113 associated with the filing of our patents as a prepaid asset for the six month period ending June 30, 2008. Prepaid patents were also adjusted by $143,063 for the impact of prior years amounts. Previously, we had reflected these costs as an expense on our consolidated statement of operations and comprehensive income (loss).

We reclassified the Acquisition Warrants (as defined in Note 5) with a fair value of $3,401,321 at June 30, 2008 as derivative financial instruments. Previously, we had reflected the Acquisition Warrants as equity. An additional adjustment in the amount of $3,001,009 was made for the prior years impact of these derivative financial instruments.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 11 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2008

Consolidated Balance Sheet Adjustments (continued)

	As Originally Reported			Adjustments			Restated
ASSETS
CURRENT ASSETS
Cash	$	4,613,193		$	-		$	4,613,193
Short-term Investments		287,449						287,449
Inventory - construction-in-progress		294,980			(294,980	)
Prepaid services					517,292			517,292
Total current assets		5,195,622			222,312			5,417,934

Property and equipment, net depreciation		398,626			294,980			693,606

Investments and deposits		76,576						76,576
Long-term investments		3,468,860						3,468,860
Prepaid patent costs					300,176			300,176
TOTAL ASSETS	$	9,139,684		$	817,468		$	9,957,152


LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities		86,147						86,147
Loans payable - equipment		42,572						42,572
Capital lease obligation - equipment		10,103						10,103
Loan payable - officer		30,000						30,000
Stock to be issued		465,210						465,210
Total current liabilities		634,032						634,032

Loan payable -equipment, net of current portion		30,071						30,071
Capital lease obligation - equipment, net of current portion		20,207						20,207
Derivative financial instruments					3,401,321			3,401,321
Total liabilities		684,310			3,401,321			4,085,631

STOCKHOLDERS' EQUITY
Preferred stock A		33,445						33,445
Common stock		46,467						46,467
Stock subscription receivable		(130,518	)					(130,518	)
Additional paid-in capital		43,632,695			(14,115,179	)		29,517,516
Accumulated other comprehensive loss		(142,312	)					(142,312	)
Deficit accumulated during the development stage		(34,237,138	)		10,850,534			(23,386,604	)
		9,202,639			(3,264,645	)		5,937,994
Treasury stock		(66,473	)					(66,473	)
Prepaid services		(517,292	)		517,292
Deferred compensation		(163,500	)		163,500
Total stockholders' equity		8,455,374			(2,583,853	)		5,871,521

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,139,684		$	817,468		$	9,957,152

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 11 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS FOR THE THREE AND SIX -MONTH PERIODS ENDED JUNE 30, 2008 (CONTINUED)

Consolidated Statement of Operations and Comprehensive Loss Adjustments (continued)

The following is a summary of the adjustments to our previously issued condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2008:

We adjusted legal fees in the amount of $119,973 for three months period ended and $157,113 for six months period ended June 30, 2008 for fees associated with the filing of our patents as a prepaid asset. Previously, we had reflected these costs as an expense on our condensed consolidated statement of operations and comprehensive income (loss).

2.	Except for the addition of R&D to be in compliance with SFAS No. 2, “Accounting for Research and Development Costs”, all operating expenses were collapsed into general and administrative expenses.

As derivative liabilities, the Acquisition Warrants (as defined in Note 5) are measured at fair value each reporting period (marked to market) with the gains and losses being recognized in earnings. Accordingly, we adjusted our condensed consolidated statement of operations and comprehensive loss to reflect income of $303,121 and $7,549,349 for the three and six months respectively as a result of the change in the fair value of the Acquisition Warrants. Previously, we recognized the Acquisition Warrants as equity and did not did not recognize any change in the fair value.

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 11 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS FOR THE THREE AND SIX -MONTH PERIODS ENDED JUNE 30, 2008 (CONTINUED)

Consolidated Statement of Operations and Comprehensive Loss Adjustments (continued)

	For Three Months ended June 30, 2008									For Six Months ended June 30, 2008
	As Originally									As Originally
	Reported			Adjustments			Restated			Reported			Adjustments			Restated

REVENUES	$	-		$	-		$	-		$	-		$	-		$	-
COST OF SALES
GROSS PROFIT

OPERATING EXPENSES
Professional fees for legal and accounting		341,281			(341,281	)		-			545,410			(545,410	)		-
Investment banking fees and investor relations		11,156,293			(11,156,293	)		-			13,756,095			(13,756,095	)		-
Other general and administrative		1,720,017			11,091,497			12,811,514			2,506,802			13,752,722			16,259,524
Research and development		-			308,735			308,735			-			434,993			434,993
Depreciation		22,631			(22,631	)		-			43,323			(43,323	)		-

Total operating expenses		13,240,222			(119,973	)		13,120,249			16,851,630			(157,113	)		16,694,517

OPERATING LOSS		(13,240,222	)		119,973			(13,120,249	)		(16,851,630	)		157,113			(16,694,517	)

OTHER INCOME (EXPENSE)
Change in fair value of derivative financial instruments					303,121			303,121						7,549,349			7,549,349
Net realized loss on investments		(1,194	)					(1,194	)		(1,194	)					(1,194	)
Interest expense		(3,320	)		-			(3,320	)		(9,393	)		-			(9,393	)
Interest income		40,289			-			40,289			44,076			-			44,076

Total other income (expense)		35,775			303,121			338,896			33,489			7,549,349			7,582,838

NET LOSS APPLICABLE TO
COMMON SHARES	$	(13,204,447	)	$	423,094		$	(12,781,353	)	$	(16,818,141	)	$	7,706,462		$	(9,111,679	)

OTHER COMPREHENSIVE LOSS
Unrealized loss on investments		0			(142,312	)		(142,312	)		0			(142,312	)		(142,312	)
COMPREHENSIVE LOSS	$	(13,204,447	)	$	280,782		$	(12,923,665	)	$	(16,818,141	)	$	7,564,150		$	(9,253,991	)

EARNINGS (LOSS) PER COMMON SHARE
BASIC	$	(0.31	)				$	(0.30	)	$	(0.46	)				$	(0.25	)
DILUTED	$	(0.31	)				$	(0.30	)	$	(0.46	)				$	(0.25	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
BASIC		42,450,685						42,450,685			36,596,908						36,596,908
DILUTED		42,450,685						42,450,685			36,596,908						36,596,908

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 11 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2008 (CONTINUED)

Consolidated Statement of Cash Flows Adjustments

In light of the adjustments made to our June 30, 2008 condensed consolidated balance sheet and statement of operations and comprehensive loss, we adjusted our previously issued condensed consolidated statement of cash flows as follows:

	As Originally
	Reported			Adjustments			Restated

CASH FLOWS FROM OPERATING ACTIVITES
Net loss	$	(16,818,141	)	$	7,706,462		$	(9,111,679	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		43,323						43,323
Common stock issued for services		13,194,734						13,194,734
Amortization of prepaid common stock issued for services					1,290,750			1,290,750
Common stock options and warrants issued for services		29,375						29,375
Amortization of deferred compensation		54,500						54,500
Loss on sale of short-term investments					1,194			1,194
Change in fair value of derivative financial instruments					(7,549,349	)		(7,549,349	)

Change in operating assets and liabilities
Inventory		(294,980	)		294,980
Deposits		(1,716	)					(1,716	)
Prepaid patent costs					(157,113	)		(157,113	)
Accounts payable and accrued liabilities		(33,441	)					(33,441	)

Total adjustments		12,991,795			(6,119,538	)		6,872,257

Net cash used in operating activities		(3,826,346	)		1,586,924			(2,239,422	)

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 11 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2008 (CONTINUED)

Consolidated Statement of Cash Flows Adjustments (continued)

	As Originally
	Reported			Adjustments			Restated
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	$	(38,504	)	$			$	(38,504	)
Purchase of property and equipment,construction-in-progress					(294,980	)		(294,980	)
Purchase of investment funds		(4,045,113	)					(4,045,113	)
Proceeds from sale of investments		146,492			(1,194	)		145,298

Net cash provided by (used in) investing activities		(3,937,125	)		(296,174	)		(4,233,299	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		9,925,054						9,925,054
Issuance of equity securities and paid-in-capital for merger and other		1,290,750			(1,290,750	)		-
Proceeds from stock to be issued		465,210						465,210
Proceeds from stock subscription receivable		55,175						55,175
Repayment of officer's loan		(120,000	)					(120,000	)
Repayment of loan payable		(19,950	)					(19,950	)

Net cash provided by financing activities		11,596,239			(1,290,750	)		10,305,489

NET DECREASE IN CASH AND CASH EQUIVALENTS		3,832,768			-			3,832,768

CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR		780,425						780,425

END OF YEAR	$	4,613,193		$			$	4,613,193

Global Resource Corporation

(A Development Stage Company)

Notes to the Condensed Consolidated Financial Statements

June 30, 2009

NOTE 12 - SUBSEQUENT EVENTS

Effective on July 6, 2009, the Company terminated the employment of Eric Swain, its Chief Executive Officer, and removed him from the Company’s Board of Directors. For details, see the Company's Current Report on Form 8-K filed July 10, 2009. Upon Mr. Swain’s removal, effective July 6, 2009, the Board appointed Peter A. Worthington, a current director of the Company and its Interim Chairman of the Board, to the position of Chief Executive Officer. Compensation for Mr. Worthington serving in the Chief Executive Officer capacity has not yet been determined. Mr. Worthington has been a director of the Company since August 13, 2008.

On July 13, 2009, the Company revised the expiration dates of all the Acquisition Warrants and both classes of Augustine Warrants issued by the Company to purchase shares of common stock of the Company from 120 days subsequent to the effective date of a successful registration statement covering these warrants filed with the SEC to March 31, 2010.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Statements used in this Form 10-Q, in filings by the Company with the Securities and Exchange Commission (the "SEC"), in the Company's press releases or other public or stockholder communications, or made orally with the approval of an authorized executive officer of the Company that utilize the words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions speaking to anticipated actions, results or projections in the future speak only as of the date made, are based on certain assumptions and expectations which may or may not be valid or actually occur, and which involve various risks and uncertainties, such as those set forth above under “Risk Factors”. The Company cautions readers not to place undue reliance on any such statements and that the Company's actual results for future periods could differ materially from those anticipated or projected.

Unless otherwise required by applicable law, the Company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

The following discussion should be read in conjunction with our consolidated financial statements and related notes included as part of this report.

Overview

Our business is (i) the design, manufacture and sale of machinery and equipment units for decomposing petroleum-based materials by subjecting them to microwave radiation at specifically selected frequencies for a time sufficient to at least partially decompose the materials and focused on specific applications (the “Technology”); (ii) the licensing of third parties to exploit the Technology; and (iii) the construction of plants, in conjunction with other investors, to exploit that Technology. Currently, our efforts are directed principally to the design, manufacture and sale of machinery and equipment.

In October 2008, we completed our first commercial prototype machine that uses our Technology for decomposing tires, the Patriot-1. Although we anticipated completion of the prototype earlier in 2008, there were several factors that contributed to the delay we experienced. These included: delays in delivery of klystron microwave tubes, changes in the design of the prototype, and changes in the conveying procedures for the material. The Company will continue to test and refine the features of the prototype for use with tires and other "feedstocks", i.e. materials that would be amenable to the Company's Technology. The Company will work with prospective customers to create systems for the manipulation of large amounts of tires to be processed through a machine.

We have no manufacturing capability of our own. Accordingly, we have entered into an agreement with Ingersoll Production Systems, a manufacturing facility in Rockford, Illinois, for research on and the manufacture of our machines, where the Patriot-1 was completed. The prototype is being tested initially to apply our microwave Technology to the decomposition of tires as waste and to retrieve commercially viable components therefrom in the form of carbon, liquid hydrocarbons which can be converted to electricity, and gas. We will use our prototype primarily to confirm and refine the principles that will be utilized in commercial scale operations of our technology. We also will use it to test various feedstocks, materials that can benefit from the application of our Technology, prior to releasing processes for production. The prototype will also be used on a limited basis to show customers that the process works as applied to a specific feedstock and is viable for commercialization.

The Company has completed two demonstrations of our commercial prototype machine with the first demonstration taking place May 4-8, 2009 and the second demonstration taking place June 8-11, 2009. Both demonstrations included prospective customers from the United States and several foreign countries as well as partners and dignitaries and were held in our contract manufacturer’s facility (Ingersoll Production Systems) in Rockford, Illinois. The demonstrations consisted of processing tire material on a continuous basis and collecting commercially viable byproducts in the form of diesel heating oil, combustible gas in the combined form of propane, butane, methane and other gases that can be used to generate electricity or be used as energy feedstock for other processes, and a high BTU carbon char. The make-up of the byproducts was verified by independent certified laboratories and the byproducts were valued based on oil and energy indexes as well as an independent commodity marketing company specializing in the sale of oils and char byproducts. The Company believes the demonstrations were successful.

We do not research nor represent to potential customers the commercial uses or revenues they may derive from the end-products generated using our Technology. Each potential customer evaluates for itself whether the commercialization and disposition of the end products justifies the cost to purchase and install one of our machines.

We are conducting preliminary negotiations with prospective purchasers of machines, but do not have any committed orders for our equipment. As of June 15, 2009, we had entered into an exclusive marketing agreement with one company for a designated geographic area outside the United States. We are not presently devoting any time or funds to the construction of plants to exploit our Technology. Any such effort will require capital in excess of funds available to us, and will require us to "partner" with a company with much larger resources.

Results Of Operations

Three Months Ended June 30, 2009 Compared to the Three Months Ended June 30, 2008

(A) REVENUES

We had no revenues from operations for the three months ending June 30, 2009 and 2008. We have had no revenues from operations since the closing of the asset acquisitions of Carbon Recovery Corporation in September 2006 and Mobilestream Oil, Inc. in December 2006. All revenues we received from operations prior to September 2006 were derived from lines of business unrelated to our current activities, and in which we no longer have any ownership interest or other participation. The Company has never had revenues from operations since it began its current business.

The Company has completed a 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 May 4-8, 2009 and June 8-11, 2009, the Company provided public demonstrations of the Patriot-1 to prospects, partners and dignitaries at our outside contract manufacturer’s facility (Ingersoll Production Systems) located in Rockford, Illinois. It will take the Company approximately twelve months to deliver a system from the time the Company receives an order. It is the Company's intention that each order be accompanied by a cash deposit from the purchaser which will be recorded as deferred revenue until the equipment is shipped, installed and operating successfully at the destination site.

On April 23, 2009, Global Heavy Oil Corporation, a wholly-owned subsidiary of the Company, entered into the Collaborative Arrangement with Schlumberger for the purpose of researching and developing “surface upgrading” products, a process using microwaves to increase the gravity of heavy oil above the surface of the Earth in oilfield operations and services for “heavy oil” oilfield operations (“the Products and Services”). The joint development will be based on, and will utilize, the Company’s proprietary patent-pending technologies and intellectual property. In consideration of the Company’s exclusive license of its intellectual property in the “heavy oil” field of use, the Company, through Global Heavy Oil, will receive a total of $600,000 ($300,000 was received on May 22, 2009 for the execution of the Collaborative Arrangement and $300,000 is payable on the first anniversary of the Collaborative Arrangement. The $300,000 received on May 22, 2009 was recorded as deferred revenue in the condensed consolidated balance sheet as of June 30, 2009 and will be reclassified as revenue when earned. Contingent upon full satisfaction of Phase I under the Collaborative Arrangement (research & development, including testing of the Products and Services), the Company, through Global Heavy Oil, will receive a one-time $1,000,000 engineering fee from Schlumberger within 30 days of the commencement of Phase II under the Collaborative Arrangement. Upon full satisfaction of Phase II and pursuant to the Collaborative Arrangement, the Company, through Global Heavy Oil, will have the right to acquire up to a 40% interest in the joint venture.

(B) TOTAL OPERATING EXPENSES

Total operating expenses consist of professional fees, investor relations and investment banking fees, other general and administrative expenses, and research and development costs. Total operating expenses were $3,488,510 for the three months ended June 30, 2009 compared to $13,120,249 for the three months ended June 30, 2008, a decrease of $9,631,739 or approximately 73% decline.

Changes in general and administrative expenses versus the prior three months period are the following:

The Company recorded expenses in 2008 for investment banking fees, investor relations, and professional fees broadly to include expenses incurred for ancillary activities and expenses for penalties and settlements related to professional services, investment banking and public relations activities. Total professional fees and investment banking fees and investor relations expenses were approximately $1,148,000 for the three months ended June 30, 2009, compared to $11,156,000 for the three months ended June 30, 2008, a decrease of approximately $10,008,000. This large decline in professional fees and investment banking fees and investor relations expenses is due to the reduction of stock issued for services in 2009. The Company issued 630,000 shares of common stock for services performed or to be performed by non-employees, valued at approximately $890,100 for the three months ended June 30, 2009 versus 4,323,749 shares of common stock for services performed or to be performed by non-employees, valued in the amount of approximately $10,359,400, for the three months ended June 30, 2008, a decrease of approximately $9,469,300; the Company also decreased cash spending in this area in the amount of approximately $538,700. The value of services was determined based upon the stock market price at the date the stock was issued. Other costs which are included as part of professional fees for the three months ended June 30, 2009 are legal fees of approximately $125,500 and accounting fees of approximately $428,500, for a total of $554,000, this represents an increase of approximately $332,700 versus same three month period in 2008. The significant increase in accounting fees are due to the additional audit work needed to be performed by our auditors in connection with the reauditing and restatement of the Company's previously issued financial statements (see the Company's Current Report on Form 8-K filed on April 2, 2009).

Other general and administrative expenses for the three months ended June 30, 2009, were approximately $1,391,000 compared to approximately $1,434,000 for the three months ended June 30, 2008, a decrease of approximately $43,000 or a 3% decrease. The decrease in other general expenses for three months ended June 30, 2009 was primary due to no stock bonuses issued in 2009. For the three month period ending June 30, 2008 the Company issued 342,000 shares of common stock valued at $770,000 to key senior executives, including former CEO Frank Pringle, these stock bonuses were cancelled and the stock was returned in the third and fourth quarter of 2008. Offsetting this decline of $770,000 versus same three month period were increases in the following areas: Increased in expense for the amortization of stock options granted in 2008, to former CEO Eric Swain in the amount of $520,000, an increase in salary & wages expenses of approximately $100,000 due to the addition of four employees, an increase of approximately $45,000 in travel and entertainment, an increase of approximately $38,000 in health and corporate insurance expenses and an increase of approximately $34,000 in rent for the new corporate headquarters, and various all other expenses declined approximately $10,000 versus the same three month period ending June 30, 2009.

Research and development (“R & D”) costs consist of all activities associated with the development and enhancement of products using the Company’s 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. Research and development costs are expensed when incurred. R & D costs for three months ended June 30, 2009 and 2008 were $395,087 and $308,735, respectively. The increase of $86,352 as compared to the same period in the prior year can be attributed to the following: increase in salary expenses of approximately $203,000 due to the addition of four employees, increase in consulting expertise expense in amount of approximately $50,000, supplies used to perform research increased approximately $46,000, depreciation expense increased approximately $58,000 mainly due to depreciation associated with the our prototype machine, “Patriot-1” which was put into service as of June 1, 2009 . The increase in 2009 over 2008 expenses for the three month period ended June 30, were partially offset by a reduction in cost of approximately $303,000 for the write-off of obsolete parts used to construct the prototype machine “Patriot-1”

Interest expense, interest income, realized gains / (losses), change in fair value of derivative financial instruments and other income are included in other income (expense). Total other expense was $894,594 for the three months ended June 30, 2009 compared to other income of $338,896 for the three months ended June 30, 2008, a decrease of $1,233,490 due primarily to fair value change in derivative financial instruments.

Interest expense for the three months ended June 30, 2009 was $4,465 compared to $3,320 for the three months ended June 30, 2008, an increase of $1,145.

Interest income for the three months ended June 30, 2009 and 2008 was $58,490 and $40,289, respectively. The increase of $18,201 in interest income for the three months ended June 30, 2009 compared to the same period in 2008 is due to the shift of the investment portfolio into short-term interest bearing entrustments. In April of 2008, $4,000,000 of surplus cash was invested in short-term investments.

At June 30, 2009 the change in the fair value of derivative financial instruments resulted in expense of $948,619 for the three months ended June 30, 2009, versus income of $303,121 for same three month period in 2008, for a change of $1,251,740.

(D) NET LOSS

The net loss for the three months ended June 30, 2009 was $4,383,104 ($0.07 per share) compared to a net loss of $12,781,353 ($0.30 per share) for the three months ended June 30, 2008, a decline of losses in the amount of $8,398,249. The Company’s losses are attributable to it having no revenue stream because it is still in the development stage. The decrease in net loss for the three month period ended June 30, 2009 is attributed to the Company reducing expenses in most areas due to the reduction of cash. In 2008, increases in expenses can be attributed to the significant increase of non-cash charges related to expenses for professional fees such as investor relations, public relations and investment banking services as payments were made by the issuance of common stock for such services rendered during the quarter.

Six Months Ended June 30, 2009 Compared to the Six Months Ended June 30, 2008

(E) REVENUES

We had no revenues from operations for the six months ending June 30, 2009 and 2008. See explanation for the three months comparison above for details.

(F) TOTAL OPERATING EXPENSES

Total operating expenses consist of professional fees, investor relations and investment banking fees, other general and administrative expenses, and research and development costs. Total operating expenses were $5,916,641 for the six months ended June 30, 2009 compared to $16,694,517 for the six months ended June 30, 2008, a decrease of $10,777,876 or approximately 65% decline.

Changes in general and administrative expenses versus the prior six months period are the following:

The Company has recorded expenses in 2008 for investment banking fees, investor relations, and professional fees broadly to include expenses incurred for ancillary activities and expenses for penalties and settlements related to professional services, investment banking and public relations activities. Total professional fees and investment banking fees and investor relations expenses were approximately $1,994,000 for the six months ended June 30, 2009, compared to $13,756,000 for the six months ended June 30, 2008, a decrease of approximately $11,762,000. This large decline in professional fees and investment fees and investor relations expenses is due to the reduction of stock issued for services in 2009. The Company issued 724,000 shares of common stock for services performed or to be performed by non-employees, valued at approximately $1,002,900 for the six months ended June 30, 2009 versus 5,211,249 shares of common stock for services performed or to be performed by non-employees, valued in the amount of approximately $12,319,700, for the six months ended June 30, 2008, a decrease of approximately $11,316,800, the Company also decreased cash spending in this area in the amount of approximately $445,200. The value of services was determined based upon the stock market price at the date the stock was issued. Other costs which are included as part of professional fees for the six months ended June 30, 2009 are legal fees of approximately $186,000 and accounting fees of approximately $543,000, for a total of $729,000, this represents an increase of approximately $341,000 versus same six month period in 2008. The significant increase in accounting fees are due to the additional audit work needed to be performed by our auditors as a result the Company filing a form 8K 4.02 on April 2, 2009, concerning non-reliance on previously issued financial statements.

Other general and administrative expenses for the six months ended June 30, 2009, were approximately $2,513,000 compared to approximately $2,115,000 for the six months ended June 30, 2008, an increase of approximately $398,000 or a 19% increase. The increase in other general expenses for six months ended June 30, 2009 was primary due to the following: A $770,000 decrease in salary expenses due to no stock bonuses issued in 2009. In , 2008 the Company issued 342,000 shares of common stock valued at $770,000 to key senior executives, including former CEO Frank Pringle, these stock bonuses were cancelled and the stock was returned in the third and fourth quarter of 2008. Offsetting this decline in salaries and wages were increases for the amortization of stock options granted in 2008 to former CEO Eric Swain in the amount of $780,000. Regular salary & wages expenses increased approximately $260,000 due to the addition of four employees. Meetings and promotion expense increased approximately $103,000 for the promotion and demonstration of the prototype machine “Patriot-1” in May 2009. Travel and Entertainment increased in the amount of approximately $55,000. Health and corporate insurance expenses increased approximately $28,000, as well as rent expenses increased approximately $46,000 due to the new Company corporate headquarters, and various all other expense declined approximately $100,000 versus the same six month period ending June 30, 2009.

Research and development (“R & D”) costs consist of all activities associated with the development and enhancement of products using the Company’s 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. Research and development costs are expensed when incurred. R & D costs for six months ended June 30, 2009 and 2008 were $680,359 and $434,993, respectively. The increase of $245,366 as compared to the same period in the prior year can be attributed to the following: increase in salary expenses of approximately $280,000 due to the addition of four employees, increase in consulting expertise expense in amount of approximately $50,000, supplies used to perform research increased approximately $86,000, depreciation expense increased approximately $80,000 mainly due to depreciation associated with the our prototype machine, “Patriot-1” which was put into service as of June 1, 2009 . The increase in 2009 over 2008 expenses for the six month period ended June 30, were partially offset by a reduction in costs of approximately $303,000 for the write-off of obsolete parts used to construct the prototype machine “Patriot-1”

(G) OTHER INCOME (EXPENSE)

Interest expense, interest income, realized gains / (losses), change in fair value of derivative financial instruments and other income are included in other income (expense). Total other expense was $163,825 for the six months ended June 30, 2009 compared to other income of $7,582,838 for the six months ended June 30, 2008, a decrease of $7,746,663 due primarily to fair value change in derivative financial instruments.

Interest expense for the six months ended June 30, 2009 was $7,609 compared to $9,393 for the six months ended June 30, 2008, an decrease of $1,784.

Interest income for the six months ended June 30, 2009 and 2008 was $113,987 and $44,076, respectively. The increase of $69,911 in interest income for the six months ended June 30, 2009 compared to the same period in 2008 is due to have short-term investment for six month in 2009 versus having only short-term investment for two months in 2008. In April of 2008, $4,000,000 of surplus cash was invested in short-term investments.

At June 30, 2009 the change in the fair value of derivative financial instruments resulted in expense of $252,765 for the six months ended June 30, 2009, versus income of $7,549,349 for same six month period in 2008, for a change of $7,802,114.

(H) NET LOSS

The net loss for the six months ended June 30, 2009 was $6,080,466 ($0.10 per share) compared to a net loss of $9,111,679 ($0.25 per share) for the six months ended June 30, 2008, an decline of losses in the amount $3,031,213. The Company’s losses are attributable to it having no revenue stream because it is still in the development stage. The decrease in net loss for the six month period ended June 30, 2009 is attributed to the Company reducing expenses in most areas due to the reduction of cash. In 2008 increases in expenses can be attributed to the significant increase of non-cash charges related to expenses for professional fees such as investor relations, public relations and investment banking services as payments were made by the issuance of common stock for such services rendered during the quarter.

Operating Activities

Net cash used in operating activities was $3,088,399 for the six months ended June 30, 2009 compared to $2,239,422 for the six months ended June 30, 2008, an increase of $848,977 or approximately 38%.

Investing Activities

Net cash provided by investing activities was $2,112,628 for the six months ended June 30, 2009 compared to use of cash in the amount $4,233,299 for the six months ended June 30, 2008, a change of $6,345,927. The changes was due primarily to (i) our receiving proceeds from our marketable securities in the amount of $2,556,886 during the six months ended June 30, 2009, (ii) our making purchases of materials for the construction of our prototype machine, Patriot-1, in the amount of $369,540 during the six months ended June 30, 2009, and (iii) in April of 2008 $4,000,000 of surplus cash was invested in short-term investments.

Liquidity and Capital Resources

As of June 30, 2009, the Company had total current assets of $2,314,722 and total current liabilities of $1,274,880, resulting in work capital of $1,039,842. As of June 30, 2008, the Company had total current assets of $6,079,879 and total current liabilities of $1,133,882, resulting in working capital of $4,945,997. As a development stage company that began operations in 2002, the Company has incurred $35,850,740 in cumulative total losses from inception through June 30, 2009.

As of June 30, 2009, the Company had $1.0 million in cash and cash equivalents and $.2 million in short-term investments. The Company projects total cash expenditures needed for the next twelve months ending June 30, 2010 to be approximately $4.2 million (operating expenses to be approximately $4 million and other expenditures to be approximately $.2 million). Based on the Company's current operating plan, the total cash expenditures needed for the remainder of 2009 exceed the Company's cash, cash equivalents and short term investments as of June 30, 2009. Our assessment of our cash needs, however, is based on assumptions concerning the rate of our cash expenses, the technological and engineering challenges in the development of our products, the projected development times, the equipment construction and testing trials required along with their projected timetable. Our actual operations may be affected by increases in our payroll and staff related matters, technological or engineering difficulties and deviations from the timetables for experimentation and testing trials. However, due to the fact that the Company incurred substantial net losses for the cumulative period from July 19, 2002 (inception) to June 30, 2009 and that it currently has no revenue stream to support itself, there is doubt about the Company’s ability to continue as a going concern.

The Company did not have any cash provided from financing activities for the six month period ended June 30, 2009. The Company did not sell any stock for cash for the six month period ending June 30, 2009, instead it used cash in the amount of $26,612 for payment on loans. The Company has been successful in the past in obtaining required cash resources by issuing stock to service the Company's operations. On June 26, 2009, the Company engaged CapStone Investments to act as exclusive placement agent through September 15, 2009 for the Company in connection with a proposed offering of debt and/or equity securities of the Company in the amount of $8,000,000. There is no assurance that any such securities will in fact be sold. For the six months ended June 30, 2008, net cash provided by financing activities was $10,305,489. This increase was primarily the result of the sale of common stock. During the six months period ended June 30, 2008, the Company sold 9,377,129 shares of common stock for gross proceeds of $9,925,054.

The Company has continued to issue stock or options or warrants to various vendors (non-employees) as payments for services rendered. In the six months ended June 30, 2009, the Company issued 724,000 shares of common stock in payment of services valued at $1,002,920. $60,800 of which was recorded as expense in the condensed consolidated statement of operations and comprehensive loss and $942,120 was recorded as prepaid expense, of which $290,800 has been amortized as of June 30, 2009. The value of services was determined based upon the stock market price at the date the stock was issued. For the six months ended June 30, 2008, the Company issued 5,211,249 of common stock shares for services rendered valued at $12,319,713. The Company also issued 650,041 warrants with an average excise price of $1.30 for services rendered or to be performed for the six months ended June 30, 2009. An expense of $227,116 was recorded to the condensed consolidated statement of operations and comprehensive loss for the value of these warrants. Warrants issued for services were valued using the Black-Scholes option-pricing model, with expected volatility ranging from 132% to 149%, risk-free interest rate ranging from .80% to 1.87% and an expected life of a half year to five years.

On January 29, 2009, the Company authorized the grant of 35,000 common stock options to staff employees, These options have an exercise price of $1.02 and expire on January 29, 2019. These options were granted under the Company’s 2008 Incentive Stock Option Plan, as amended, and become fully vested on July 1, 2009, subject to stockholders’ approval of an Amendment to the Plan increasing the number of shares available for issuance thereunder.

On February 19, 2009, the Company authorized the grant of 75,000 common stock options to an employee. These options have an exercise price of $1.27 and expire on February 19, 2019. The option vest one-third on the one year anniversary of the grant date, one-third on the two year anniversary of the grant date and one-third on the three year anniversary of the grant date. These options were granted under the Company’s 2008 Incentive Stock Option Plan, as amended, and are subject to stockholder approval of an Amendment to the Plan, increasing the number of shares available for issuance.

In September 2008, pursuant to a Summary of Terms of Proposed Employment Agreement with Eric Swain, the Company’s CEO until July 6, 2009, and as part of a series of employment term sheets, the Company authorized the grant of a total of 8,500,000 stock options to four key executives. 5,000,000 of those stock options were granted to Mr. Swain. The other 3,500,000 stock options were granted to three other officers of the Company and remain subject to stockholder approval of an amendment to the Company’s stock option plan increasing the number of authorized shares available for issuance under the plan. All of these options have an exercise price of $1.18. 1,000,000 of Mr. Swain’s options vested immediately. The balance of 4,000,000 options is scheduled to vest in equal annual installments of 1,000,000 options on September 23, 2009 and on each anniversary thereafter for the three years thereafter. The Company has recorded an expense to general and administrative expenses to the condensed consolidated statement of operations and comprehensive loss in the amount of $780,000 for the six month period ended June 30, 2009 for the 1,000,000 options scheduled to vest on September 23, 2009.

On April 27, 2009, upon the retirement of Mr. Wayne Koehl from employment with the Company, 600,000 of his options awaiting stockholder approval of an amendment to the Company’s 2008 stock option plan were cancelled. Of the combined 2,900,000 options granted to the three executives besides the CEO, one-fifth of those options will vest immediately upon approval of the amendment of the Company’s stock option plan and the remainder will vest one-fifth on September 23, 2009 and an additional one-fifth on each anniversary thereafter for the next three years, provided that the executives are employed by the Company at each vesting date. The assumptions used in the Black-Scholes option-pricing model used to determine the fair value of the options are: a dividend yield of 0%; an expected volatility rate of 123.5%; a risk-free interest rate of 2.92%; and an expected life of approximately six years. Expected forfeitures were estimated to be 0%. No compensation expense was recorded for the 2,900,000 options awaiting stockholder approval because options under an arrangement that is subject to stockholder approval are not deemed to be granted until that approval is obtained unless approval is essentially a formality which the Company has deemed not to be the case.

In November 2008, the Company authorized the grant of 450,000 stock options to three employees which are also subject to stockholder approval of an amendment to the Company’s stock option plan increasing the number of authorized shares available for issuance under the plan. These options have an exercise price of $1.24 per share and expire on November 21, 2018. 150,000 options vest immediately upon stockholder approval of the stock option plan amendment, 150,000 vest on January 1, 2010, and the remainder vest on January 1, 2011. The assumptions used in the Black-Scholes option-pricing model used to determine the fair value of the options are: a dividend yield of 0%; an expected volatility rate of 159.5%; a risk-free interest rate of 2.12%; and an expected life of approximately six years. Expected forfeitures were estimated to be 0%.

CAPITAL RESOURCES

(A) LONG-TERM DEBT OBLIGATIONS

The Company entered in two loan agreements for the purchase of equipment in 2006. The principal amount of a five-year loan entered into in January 2006 is $75,000 with an interest rate of 13.43% annually and a monthly payment of $1,723. In October 2006 the Company entered into second loan with a principal amount of $73,817 at an interest rate of 8.71% annually. The monthly payments on this loan are $2,396. The total remaining loan payments, including interest payments, are $32,481 as of June 30, 2009 for the two loans.

(B) CAPITAL LEASES

The Company leases certain phone and computer equipment under agreements that are classified as capital leases. The cost of equipment under capital leases is included in the condensed consolidated balance sheets as part of property and equipment. The monthly lease payments are $1,293 per month until June 2011. The total future minimum lease payments as of June 30, 2009 are approximately $27,163.

The Company leases office space and manufacturing space under three separate lease agreements that are classified as operating leases. The Company leased office space in West Berlin, New Jersey for a monthly lease payment of $5,000 which expired on May 31, 2009. Beginning in June 2009, the Company continued to lease space at the West Berlin location at a monthly lease payment rate of $1,600 per month expiring in June 2012. The Company entered into a new lease for new corporate headquarters in Mount Laurel, New Jersey, which has a monthly lease payment of $6,567 and expires April 2014. The Company also leases manufacturing space in Rockford, Illinois, which has a monthly lease payment of $2,703 and expires on April 30, 2010. The total future minimum annual lease payments are approximately $457,000.

(D) PURCHASE OBLIGATIONS

In June 2007, the Company entered into a purchase agreement with Ingersoll Production Systems of Rockford, Illinois to build a commercial prototype machine. The total purchase commitment is approximately $770,000. The Company has currently paid approximately all of this commitment as of June 30, 2009 under this agreement. This amount is reflected in the accompanying 2009 condensed consolidated balance sheet as part of the construction in progress component of property and equipment, and, to the extent of modifications to the prototype machine being made, in the accompanying 2009 condensed consolidated statement of operations as R & D expense. In addition to the agreement with Ingersoll Production Systems, there are various other suppliers with which the Company has purchase commitments, which commitments total approximately $610,000, of which the Company has paid approximately all of these commitments through June 30, 2009.

Off Balance Sheet Arrangements

We do not have any off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Certain critical accounting policies requiring significant judgments, estimates and assumptions are detailed below. We consider an accounting estimate to be critical if (1) it requires assumptions to be made that are uncertain at the time the estimate is made and (2) changes to the estimate or different estimates, that could have reasonably been used, would have materially changed our condensed consolidated financial statements.

Development Stage Company

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, "Accounting and Reporting by Development Stage Enterprises".

Short-term Investments

Cash in excess of operating requirements is invested in marketable debt and equity securities, all of which are classified as available for sale, and are carried at their fair value. The unrealized gains or losses of these investments, which are deemed to be temporary in nature, are recorded as part of accumulated other comprehensive income (loss), and included in the consolidated statement of stockholders’ equity. Realized gains or losses and declines in value judged to be other-than-temporary on these investments are recognized as realized gains or losses in the condensed consolidated statements of operations and comprehensive loss.

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.

Research and Development Costs

Stock-Based Compensation

On January 1, 2006, the Company adopted the provisions of SFAS No. 123R using the modified prospective transition method. The total expense associated with stock-based employee compensation was approximately $520,000 and $780,000 for the three and six months ended June 30, 2009, and $1,820,000 for the period July 19, 2002 (inception) to June 30, 2009. There was no expense associated with stock-based employee compensation for the three and six months ended June 30, 2008.

Earnings (Loss) Per Share of Common Stock

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

	2009		2008
Options		1,200,000		200,000
Warrants		22,075,836		22,164,085
Convertible Preferred Stock		-		16,720,062
Total		23,275,836		39,084,147

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 June 30, 2009 and 2008.

Derivative Financial Instruments

Recent Accounting Pronouncements

For information regarding recent accounting pronouncements and their effect on the Company, see “Recently Adopted Accounting Pronouncements” in Note 2 to the condensed consolidated financial statements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

This item is not applicable.

ITEM 4T.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which is designed to provide reasonable assurance that information which is required to be disclosed in our reports filed pursuant to the Exchange Act, is accumulated and communicated to management in a timely manner. Under the supervision and with the participation of management, including our Chairman, Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our effectiveness of disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls as of the end of the quarterly period ended June 30, 2009 were not effective due to the deficiencies described in our Management’s Report on Internal Control over Financial Reporting contained in our Annual Report on Form 10-K for the year ended December 31, 2008.

We have instituted and are continuing to implement corrective actions with respect to the deficiencies in our disclosure controls and procedures. The deficiencies will not be considered remediated until the applicable remedial procedures are tested and management has concluded that the procedures are operating effectively. Management recognizes that use of our financial resources will be required not only for implementation of these measures, but also for testing their effectiveness.

Remediation of Material Weaknesses in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted, with the participation of the Chief Executive Officer and the Chief Financial Officer, an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2008. Management’s assessment of internal control over financial reporting was conducted using the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on management’s assessment over financial reporting conducted as of December 31, 2008, management believes that as of December 31, 2008, the Company’s internal control over financial reporting was not effective due to the following material weaknesses:

	·	The Company lacks adequate accounting resources to address non routine and complex transactions and financial reporting matters on a timely basis.
	·	The Company’s unadjusted deferred income tax asset which was fully reserved for did not give proper effect to the deduction restrictions of a development stage enterprise.
	·	The Company lacks adequate journal entry approval and disclosure controls needed to identify and prevent misstatements in the consolidated financial statements and accompanying footnotes.
	·	The Company’s control environment does not have adequate segregation of duties; the Company only had one person performing all accounting-related on-site duties.

The Company has commenced efforts to address the material weaknesses in its internal control over financial reporting and its control environment through the following actions:

	·	Supplementing existing resources with technically qualified third party consultants.
	·	Instituting a more stringent approval process for financial transactions.
	·	Performing additional procedures and analysis for significant transactions as a mitigating control in the control environment due to segregation of duties issues.

Notwithstanding the ongoing remediation activities, the Company’s management has concluded that the condensed consolidated financial statements included in this Form 10-Q are fairly stated in accordance with accounting principles generally accepted in the United States of America. Our Chief Executive Officer and Chief Financial Officer have included their certifications as exhibits to this Form 10-Q.

Changes in Internal Control over Financial Reporting

There has not been any change in our internal control over financial during the three months ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

This item is not applicable.

ITEM 1A.

RISK FACTORS

This item is not applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 1, 2009, the Company issued warrants to purchase 200,000 shares of its Common Stock at $1.10 per share to Brian Ettinger as a portion of payment for services to be performed. These warrants expire on varying dates ranging from January 10, 2012 to June 10, 2012.

On April 22, 2009, the Company issued 225,000 shares of its Common Stock to Brian Ettinger for consulting services rendered valued at $254,250.

On April 24, 2009, the Company issued 105,000 shares of its Common Stock and warrants to purchase 150,000 shares of its Common Stock at an exercise price of $1.50 per share and expiring on June 1, 2012 to Woody Fuel Consultants for consulting services rendered valued at $143,850.

On May 12, 2009, the Company issued 300,000 shares of its Common Stock to LP (Origination) Limited pursuant to a Consulting Agreement and valued at $492,000.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

This item is not applicable.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

This item is not applicable.

ITEM 5.

OTHER INFORMATION

This item is not applicable.

ITEM 6.

EXHIBITS

The following exhibits are being filed as part of this Quarterly Report:

Exhibit No.			Description

10.1			Joint Development Agreement, dated April 23, 2009, by and among Global Heavy Oil Corporation, Schlumberger Technology Corporation and Schlumberger Holdings Limited, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed on August 5, 2009.

10.2			Agreement and General Release, entered into between the Company and Wayne J. Koehl on April 27, 2009, incorporated herein by reference to Exhibit 10.33 to Amendment No. 4 to the Company's Registration Statement on Form S-1, File Number 333-149199, filed on July 14, 2009.

10.3			Consulting Agreement, entered into between the Company and LP (Origination) Limited on May 11, 2009, incorporated herein by reference to Exhibit 10.34 to Amendment No. 4 to the Company's Registration Statement on Form S-1, File Number 333-149199, filed on July 14, 2009.

31.1			Certificate pursuant to section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2			Certificate pursuant to section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1			Certificate pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.2			Certificate pursuant to section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

	GLOBAL RESOURCE CORPORATION (Registrant)

Date: August 6, 2009	By:	/s/ Peter A. Worthington
		Name: Peter A. Worthington Title: Chief Executive Officer

Date: August 6, 2009	By:	/s/ Jeffrey J. Andrews
		Name: Jeffrey J. Andrews Title: Chief Financial Officer