Edgar Filing: Global Resource CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934

Commission File Number 000-50944

GLOBAL RESOURCE CORPORATION
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(Name of Small Business Issuer in its charter)

Nevada 84-1565820
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)

408 Bloomfield Drive, #3, West Berlin, NJ 08091
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(Address of principal executive offices) (Zip code)

Issuer's telephone number (856) 767-5661
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Securities registered under Section 12(b) of the Exchange Act:

Title of each class Name of each exchange on which
Registered

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Securities registered under Section 12(g) of the Exchange Act:

Common Stock
(Title of class)

(Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act _____

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( )

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

State issuer's revenues for its most recent fiscal year. $0

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. At the closing price of the stock as of March 7, 2008 of $2.15, the
aggregate market value of voting stock held by non-affiliates is $35,296,378.

As of March 7, 2008, 34,454,514 shares of Common Stock, $.001 par value, of the
registrant were issued and outstanding, of which 2,665,666 shares currently held
in escrow are being returned for cancellation, after which the number of shares
outstanding will be reduced by the number of shares cancelled.

TABLE OF CONTENTS

PART I PAGE

Item 1. Description of Business........................................ 4
Item 2. Description of Property........................................ 12
Item 3. Legal Proceedings.............................................. 12
Item 4. Submission of Matters to a Vote of Security Holders............ 12

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities................. 13
Item 6. Management's Discussion and Analysis or Plan of Operation...... 15
Item 7. Financial Statements........................................... 16
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure....................................... 41
Item 8A(T). Controls and Procedures........................................ 42
Item 8B. Other Information ............................................. 43

PART III

Item 9. Directors, Executive Officers, Promoters, Control Persons and
Corporate Governance; Compliance with Section 16(a) of the
Exchange Act................................................... 43
Item 10. Executive Compensation......................................... 46
Item 11. Security Ownership of Certain Beneficial Owners and Management. 48
Item 12. Certain Relationships and Related Transactions, and Directors
Independence................................................... 51
Item 13. Exhibits....................................................... 52
Item 14. Principal Accountant Fees and Services......................... 56

Signatures

Forward-Looking Statements

When used in this Form 10-KSB, in our other filings with the Securities and
Exchange Commission ("SEC"), in our press releases or other public or
stockholder communications, or in oral statements made with the approval of an
authorized executive officer, 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 are intended to
identify "forward-looking statements."

We caution readers not to place undue reliance on any forward-looking
statements, which 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, including but not limited to:
inability to commercialize our technology; operational efficiencies of the
equipment embodying our technology (i.e., cost of energy input versus value of
recovered energy); lack of demand or low demand for products and services
embodying our technology; competitive products and pricing; changes in the
regulation of either or both our industry or the industries using our
technology; a failure to timely obtain necessary regulatory approvals;
additional costs associated with compliance with the Securities and Exchange Act
of 1934 and the Sarbanes-Oxley Act of 2002, including any changes in the SEC's
rules, and other corporate governance requirements; changing government
regulations and laws applicable to our technology, the products embodying that
technology, and the applications of the technology; as well as other factors and
other risks set forth in Item 1 under " Risk Factors" and "Cautionary Factors
That May Affect Future Results" as well as elsewhere in this report.

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

Throughout this report, the terms "we" "us" our" and "our Company" refer
only to Global Resource Corporation.

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Current Business. Prior to its acquisition of the assets and development stage
business of Carbon Recovery Corporation on September 22, 2006 (the "Acquisition
Closing"), the Company had been a shell corporation since approximately December
15, 2005. A history of the Company prior to September 22, 2006 follows this
discussion of our current business.

With the September 22, 2006 acquisition of (i) the assets and (ii) the
development stage business from Carbon Recovery Corporation, the business of the
Company became that of Carbon Recovery Corporation prior to the Acquisition
Closing. That business was, and continues to be:

(i) the construction of plants to exploit certain technology for
decomposing petroleum-based materials by subjecting them to variable
frequency microwave radiation at specifically selected frequencies for
a time sufficient to at least partially decompose the materials;

(ii) the design, manufacture and sale of machinery and equipment
units, embodying the technology and focused on specific applications;
and
(iii) the sub-licensing of third parties to exploit that technology.

The referenced technology is the use of pre-determined, variable microwave
frequencies for, among other things, the disposal of certain waste products with
the gasification of component hydrocarbons and the recovery of such hydrocarbons
as an energy source. That technology was the property of a company called
Mobilestream Oil, Inc. which had given an exclusive license for it to Carbon
Recovery Corporation. Subsequent to the closing of the acquisition of the assets
of Carbon Recovery Corporation, on December 31, 2006, the Company acquired the
assets of Mobilestream Oil, Inc. thereby reuniting the two parts of the
licensing arrangement.

Carbon Recovery Corporation had initially been licensed to utilize the
technology only for the disposal of waste motor vehicle tires and had therefore
focused on that application of the technology. Carbon Recovery Corporation had
developed a process to utilize the technology for the disposal of waste tires,
by decomposing the tires into their components of carbon black, scrap steel, and
hydrocarbon liquid and gas. Since the tires are manufactured with a combination
of different grades of carbon black, the collected carbon black product is a
composite of 4 to 6 different grades. The hydrocarbon liquid is not truly "oil".
A tire is manufactured from hydrocarbons (60%), and rubber and steel (40%
together). The hydrocarbons used to make a tire are "process oil". This "process
oil" is a refined product, but with the Company's technology it is broken into a
gas which is then partially liquefied. The precise composition of the resulting
condensed liquid is not known but it has been tested and has a BTU content
comparable to diesel fuel so the Company believes that it can be readily sold
for fuel value. The process was, and remains, in a laboratory mode; however, a
machine embodying the underlying technology is presently under construction for
the Company with an estimated delivery at the end of the first quarter of 2008.
There will have to be a transition from the "one batch at a time" operation,
used in the laboratory to a "continuous feed" line in order to commercialize the
process. During 2006 and into 2007, the continuous feed line was finalized and,
in general, covered the following steps:

1. Waste tires are fed into a tire chipper from either a stockpile or
directly from trucks unloading the tires into the chipper. The tires
are chipped into approximately 3" to 4" pieces.
2. These pieces are moved into a hopper which is designed to be a
reserve, at the beginning of the process, to maintain a continuous
flow in the event of a delay in the delivery of additional tires to
the chipper.
3. The pieces are washed with a solution to remove dirt and road oil.
The solution is recycled to avoid environmental contamination from the
road oil.
4. The pieces are again washed in a sonic-vibrated solution to further
remove dirt and road oil.
5. The pieces go through a dryer.
6. From the dryer the pieces are conveyed into an intermediate silo
which is designed to be a further reserve at the beginning of the
actual decomposition process, to maintain a continuous flow in the
event of any problem with the chipping and washing process steps.

7. Pieces are fed into the microwave reactor, which accepts a load,
locks, draws a vacuum, processes, unlocks and discharges the resulting
decomposed residue, which is carbon black and steel. Dust emitted when
the reactor discharges is collected and sent to a baghouse. Gases go
to a heat exchanger and are condensed to convert back to process oil.
The process oil goes to tanks for shipment to buyers. Approximately
10% of the gases will remain uncondensed and will be recovered and
sold as natural gas.
8. The reactor residue, consisting of the carbon black and steel, is
cooled and fed into a hopper for the first grinder. The steel is
removed by magnetic rail conveyors, to be collected and sold as scrap
steel. The carbon black is fed into a grinder and the size is reduced
from an estimated 1/8" diameter to approximately 100 microns.
9. The carbon black is transported by pneumatic tubes to a sifter
which reduces the size to approximately 20 to 50 microns. Particles
over 50 microns are recirculated.
10. The carbon black is moved pneumatically to a centrifugal feeder
sorter with a 2-ring system.
11. The smaller pieces are moved to a special bagging area. They are
put into 1 ton bags, but there is an optional arrangement to bag,
label and pelletize in smaller quantities.
12. The leftover goes to its own bagging area.

The Company believes that the design of the machinery and equipment for the
decomposition of waste tires in that process fully protects the environment from
the release of components during the decomposition process.

Carbon Recovery Corporation, under a second licensing arrangement, had obtained
the rights to the other applications of the technology, described below. The
second application of the technology which was explored was the disposal of what
is called "fluff". "Fluff" is the non-metallic portions of scrap motor vehicles,
primarily, the interiors and its disposal presents various problems to the waste
industry.

In a decomposition process similar to that for the waste tires, the Company has
designed machinery and equipment which will decompose "fluff. It appears that
although scrap vehicles are specifically taken without the tires due to
environmental rules, they are often removed but then placed ("hidden") in the
trunk of the vehicle and crushed into it, thus "disposing" of the tires. The
Company's machinery will, of course, permit any tires to be decomposed together
with the other materials. The Company is currently offering three models: one
which disposes of 5 tons per hour, one which disposes of 10 tons per hour, and
one which disposes of 20 tons per hour. The Company is soliciting orders and has
issued various proposals.

During 2007, in conjunction with Ingersoll Production Systems, the Company has
designed a new machine which is capable of being modified to fit most of the
various disposal/ decomposition applications. The machine is a closed unit under
negative pressure to avoid leakage of gas and vapors. The material to be
decomposed, chopped into an appropriate size, is fed through a double airlock
onto a continuously moving belt. Above the belt are the microwave generators,
each emitting the specific, resonating frequencies needed for the decomposition
of the selected waste. The gases generated are withdrawn, as are the liquids,
while the residue is discharged though another double airlock. While this
process does not permit the extraction of clean carbon black, separate from the
other residue, as with the process as designed for waste tires, it does cut back
the operational steps by removing the need for washing and rinsing.

There are other potential applications for the microwave technology covered by
the license, in addition to the application for decomposing waste tires and
fluff. These include:

1. Stimulation of production of mature oil and gas wells ("stripper"
wells);
2. Reduction of hydrocarbons in drilling cuttings to permit on-site
disposal;
3. Volatilization of heavy or slurry oil;
4. Recovery of oil from oil shale and oil sands; and
5. Medicinal applications.

The Company is engaged in continuing R&D with respect to a wide variety of
materials, determining the most effective microwave frequencies for each
material, and running tests on the recovered energy (gas and liquid) as well as
determining the residues for purposes of either reuse or disposal.

History of the Company. The Company was organized as a Colorado corporation on
March 28, 2000 under the name "Email Mortgage Com, Incorporated ("Email Mortgage
Com"). Its business focus was the marketing of first and second mortgages,
principally through its website. The Company was not successful with that
business and in 2002 it discontinued those operations, liquidated its loan
inventory, and paid off its then existing liabilities. Also in 2002, Email
Mortgage Com changed its state of domicile from Colorado to Nevada and changed
its name to "Advanced Healthcare Technologies, Inc." ("Advanced Healthcare").
Under such name, the Company first owned and operated a subsidiary named
"Advanced Hyperbaric Industries, Inc." ("Advanced Hyperbaric") which engaged in
the manufacture and marketing of rigid extremity hyperbaric chambers and a
sacral patch device, both of which utilized oxygen therapy for the treatment of
open sores and wounds, including bedsores. On December 4, 2003, the Company
acquired a 100% interest in "Nutratek LLC" ("Nutratek") which was engaged in the
research and development of nutritional dietary supplements, functional food
products and natural sweeteners, which products were manufactured by non-related
third parties. On March 31, 2004, as a consequence of the Nutratek acquisition,
the Company spun off and sold the intellectual property and oxygen therapy
products and business of Advanced Hyperbaric in exchange for the assumption of
Advanced Hyperbaric's liabilities. On June 30, 2004 the former President, Chief
Executive Officer, Director and majority stockholder sold his interest in the
Company to an unrelated third party. In connection with that sale and change in
control, the Company's operating subsidiary, Nutratek was spun off to the
selling majority stockholder and the purchaser determined to change the business
of the Company to that of a business development company. On September 17, 2004
the Company filed a notice with the Securities and Exchange Commission ("SEC")
electing to be regulated as a business development company ("BDC") under the
Investment Company Act of 1940, as amended. The intent was to focus on acquiring
interests in portfolio companies doing business in the energy sector. While
operating as a BDC, and seeking energy-related portfolio companies, on January
11, 2005 the Company acquired a 50% interest in Well Renewal, LLC ("Well
Renewal"), an entity which managed and operated approximately 30 oil wells in
Oklahoma by utilizing a nitrogen and carbon dioxide gas injection unit to "pump
up" and re-pressurize the wells to increase oil output.

By December, 2005 it became clear that the Company was unlikely to obtain the
necessary funding for exploitation of its BDC business plan. As a result, on
December 15, 2005 the Company entered into a foreclosure agreement with a
creditor, Transnix Global Corporation ("Transnix"), to which it had pledged the
Well Renewal interests. Pursuant to the foreclosure agreement, Transnix accepted
the Well Renewal interests in satisfaction of certain principal and interest
obligations secured thereby and the Company waived all objections to the
foreclosure. Concurrently, the Company determined to withdraw its election to be
regulated as a BDC, and that "Notification of Withdrawal" was filed with the SEC
on December 17, 2005.

As a result of the December 15, 2005 foreclosure on the pledged Well Renewal
interests and the determination to terminate the BDC business plan, the Company
became a "development stage company" and a shell corporation since that date.

On June 7, 2006, an unrelated third party acquired the Restated and Amended
Debenture owned by Transnix Global Corporation, which represented the balance of
the indebtedness by the Company to Transnix in the principal amount of $102,345
and accrued interest of $16,274. In conjunction with the assignment of the
Debenture, all of the Company's then directors (Messrs. Caldwell, Ferandell,
Jordan, Mangiarelli and van Adelsberg) and the Company's sole officer, Richard
Mangiarelli, resigned. Contemporaneously, Mary K. Radomsky was elected as a
director and as the sole officer of the Company. Mrs. Radomsky began
negotiations for the acquisition of Carbon Recovery Corporation ("CRC"). On
September 22, 2006, the Company acquired the assets and development stage
business of CRC. The technology owned by CRC was licensed to it by Mobilestream
Oil, Inc. ("Mobilestream"). On December 31, 2006 the Company acquired the assets
of Mobilestream which were, essentially, the 4 patent applications, thus
bringing all of the variable microwave frequency technology under its umbrella.

RISK FACTORS

Global Resource Corporation, even after the acquisition of the assets and
businesses of Carbon Recovery Corporation ("CRC") and of Mobilestream Oil, Inc.
("Mobilestream"), was a small, development stage company and it remains such. As
such it is subject to all of the risks and uncertainties of any such business.
Prior to the acquisition of its assets and business by the Company, CRC had
expended much of its efforts and funds on research and development, both prior
to and subsequent to, the filing of the original patent application. While the
use of targeted microwave frequencies is not new technology, as such, the
determination of the frequencies to be used and the implementation of that
technology is. The processes are still in a laboratory mode and size. Whether
the technology can be successfully commercialized, which means large scale
machinery and equipment operating in a continuous process, is uncertain. The
Company is currently (through Ingersol Production Systems) building one of the
newer, multi-purpose machines and anticipates testing, debugging, etc. to
commence by the second quarter.

At this point, the Company is constantly seeking ways to commercialize the
technology which it has acquired. An initial application for which there appears
to be both interest and demand is the disposal of "fluff", which are the
non-metallic parts of motor vehicles - the interiors. The Company has designed a
fluff disposal unit, which will initially be available in three capacities: 5
tons per hour, 10 tons per hour, and 20 tons per hour. Orders are being
solicited and proposals have been issued, but whether orders will develop is
uncertain.

Also the Company believes that its design of the proposed tire disposal facility
will be a successful commercial implementation of the process, but again, there
can be no assurance of that. An actual disposal facility line will have to be
built and operated and de-bugged in operation. Whether the line, as ultimately
designed and operated, will be profitable is uncertain.

While various potential buyers have expressed interest in purchasing the end
products of the decomposition process; e.g., carbon black, process oil and
"natural" gas; until the quality and composition of those end products, as
developed by actual operations, can be determined, it is highly unlikely that
any final purchase commitments will be made by anyone. Until then, there is
uncertainty about the market acceptance of those end products and the prices
which could be obtained.

The building of an actual line to implement the full waste tire process is
estimated to cost $25,000,000. The Company does not have the financial means to
construct such a facility. The Company is exploring financing alternatives,
ranging from state government grants, industrial revenue bonds, institutional
funding, other private financing and the possibility of a public offering. The
Company is uncertain about its ability to secure the financing necessary.

Although the Company has issued various proposals for the sale of its equipment
to decompose "fluff", to date no one has purchased a unit. Until a unit is sold,
and then manufactured to the purchaser's specifications, it is uncertain whether
this commercialization of the technology is viable.

As a small company, Global Resource Corporation is highly dependent upon the
efforts and abilities of its management. The loss of the services of any of them
could have a substantial adverse effect on it. The Company has purchased "Key
Man" insurance policies on only Frank Pringle (in the amount of $6,000,000, of
which $2,000,000 is payable to his wife and the other $4,000,000 is payable to
the Company) but not on any other executives.

Neither CRC, Mobilestream nor the Company have had significant sales. The
Company expects sales to develop and grow primarily from sale of the fluff
disposal units, the end products of the waste tire decomposition, licensing fees
from third parties using the technology, as well as similar revenues from the
other applications of the licensed technology. However, until the waste tire
decomposition process is commercialized, proved operational on a continuous feed
process facility basis, and is profitable, third parties are unlikely to want to
license the technology. Likewise, until the application of the technology to the
other applications, such as shale oil, is also proven, revenues from those
applications are unlikely. The Company cannot be certain about its ability to
convince third parties, who may be, in effect, competitors, to obtain a license
to use its technology.

To achieve its business goals, the Company must attract investment capital. It
is uncertain about its ability to attract sufficient capital to fund its growth,
and, it is uncertain about the costs of any financing which it might obtain.
Financing may be dilutive to the then existing shareholders.

The Company believes that so long as the cost for hydrocarbons increases, and as
the demand for United States sources increases, there will be a market for its
technology, subject to its being proven as cost efficient, meaning that the cost
of the energy input is less than the value of the energy recovered. Meeting that
requirement (of proof of cost efficiency) may take substantial financing which
the Company is not presently in a position to commit. Thus, the potential
revenues from the other applications of the technology is uncertain.

Although the original patent application was filed and has subsequently been
divided into four patent applications, there is no assurance that any patent
will, in fact, be issued, or, if any patent is issued, to what extent the claims
of that patent application will be allowed. In any event, the issuance of a
patent is not, in and of itself, an assurance of profitability. Furthermore,
while the issuance of a patent for the targeted frequencies may require that
others obtain a license for the use of such frequencies for the claimed
applications, there is still no assurance that the license fees to be obtained
will offset the costs of development, or otherwise return a profit.

Prior to its acquisition of the CRC assets, the Company completed a 100-to-1
reverse split of its common stock, substantially reducing its issued and
outstanding common stock. The shares which were issued for both the CRC and the
Mobilestream acquisitions are restricted and being held in Liquidating Trusts,
which means that until they are registered with the Securities and Exchange
Commission they will not be distributable and marketable. Accordingly there
could be a current demand for shares of the Company's common stock which could
increase the market price but, upon subsequent effectiveness of a registration
statement for the shares being held in trust, there could be a substantial
number of shares offered for sale which could deflate the market price. A
registration statement for the shares has been filed with the Securities and
Exchange Commission and is currently in the review process.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

We provide the following cautionary discussion of risks, uncertainties and
possible inaccurate assumptions relevant to our business, our technology and our
products. These are factors that we think could cause our actual results to
differ materially from expected results. Other factors besides those listed here
could adversely affect us. Please also see the Risk Factors discussed above.

o We became an operating company on September 22, 2006 by acquiring technology
which, although successfully demonstrated in the laboratory, had not yet been
implemented or commercialized. We are still in the process of commercializing
it. We have had no revenues or earnings, and we have no material assets other
than the technology and the four patents pending. All prior business operations,
including the attempted business in 2005 as a BDC, have been terminated or
abandoned; they operated at a loss.

o We acquired the technology from Carbon Recovery Corporation, the licensee, and
from Mobilestream Oil, Inc., the licensor. At the time of the acquisitions,
neither company had any sales or revenues. Both were development stage companies
which did not yet have revenues or earnings and which had limited assets,
concentrated in certain intellectual property, and mostly utilized in connection
with R&D activities. Since our acquisition of the technology, we have not had
any sales or revenues.

o Our success will be dependent upon our ability to commercialize the
technology, of which there is no assurance. While the processes work in the
laboratory environment, in what are essentially "batch" procedures,
commercialization will require that the processes be scaled up, with large
machinery and equipment, and that such machinery and equipment operate on a
"continuous feed" basis. While much of the material processing and handling
machinery and equipment is commercially available, the critical piece will be
the microwave generators and their housing.

o We are in the process of building the first unit which will be used to
demonstrate the technology in a continuous feed process and to prove the
operational efficiency. There is no assurance that the unit will initially
function as anticipated and it may require substantial redesign, remanufacture,
and reassembly.

o The technology, while usable for the disposition of various waste materials,
is primarily aimed at the recovery of hydrocarbons, i.e., energy. A major factor
in the success of the technology, as applied, and the success of the Company, is
the ability to recover energy which has a value greater than the cost of the
energy being input into the process. That is uncertain until the initial
machines are built and operated.

o The continued filing of reports with the Securities and Exchange Commission
("SEC") and the maintenance of trading is dependent upon our ability to meet the
costs of that. Maintenance of public market status, where the filing of periodic
reports with the SEC is required, is an expense, both financially and in terms
of the time availability of Management. While we intend to continue such status,
there is no assurance that the financial and time requirements will continue to
be met.

REPORTS TO SECURITY HOLDERS

We file periodic reports with the SEC pursuant to the Securities Exchange Act of
1934, as amended. The public may read and copy any material that we file with
the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. We file
electronically with the SEC and so our reports are available on the site. The
address of that site is http://www.sec.gov The Company maintains a website at
www.globalresourcecorp.com where press releases and other information of
interest to shareholders is posted, but the contents of the website and all
hyperlinks therefrom are expressly excluded from this report.

ITEM 2. DESCRIPTION OF PROPERTY.

Prior to September 22, 2006, the Company had had no assets since December, 2005.
On September 22, 2006 the Company acquired the assets and development stage
business of Carbon Recovery Corporation. The acquired assets consisted of cash,
certain equipment and machinery, office furniture and equipment, a vehicle, and
the license from MobileStream Oil, Inc. The material assets acquired were (1)
the laboratory equipment and machinery and (2) the license. The laboratory
equipment and machinery included two custom-designed, system-integrated
microwave units capable of generating a spectrum of frequencies within the
ranges covered by the patent application together with (a) integral computer
systems to control the microwave processes, (b) heat exchangers, (c) vacuum
pumps, (d) gas chromatography/mass spectrometers ("CS/MS") and (e) peripheral
laboratory equipment. The license was an exclusive license for the technology
embodied in the then pending patent application (technology developed by Frank
Pringle and assigned to Mobilestream Oil, Inc.) as well as any future
amendments, improvements and extensions, as well as an assignment of related
trade secrets. The original license covered the use of the technology for the
disposal of waste tires. The additions to the license, to date, covers the use
of the technology for other hydrocarbon-related applications, including:

1. Stimulation of production of mature oil and gas wells ("stripper"
wells);

2. Reduction of hydrocarbons in drilling cuttings to permit on-site
disposal;

3. Volatilzation of heavy or slurry oil;

4. Recovery of oil from oil shale and oil sands; and

5. Medical applications.

It is this technology which forms the basis of the Company's business.

On December 31, 2006, the Company acquired the assets of Mobilestream Oil, Inc.
The assets acquired consisted, essentially, of only (1) the 4 patents pending
for the technology together with the Combined Technology License and (2)
37,5000,000 shares of the Company's own Common Stock, which shares have been
since cancelled. (At the time of the execution of the Plan and Agreement of
Reorganization for the acquisition there was only one U.S. Provisional Patent
filed; just prior to the Mobilestream closing that was separated into 2 U.S. and
2 International applications.)

At this point, the Company controls the technology, having acquired the rights
of the licensor and the licensee.

ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

As previously disclosed in the Information Statement mailed to all shareholders,
to which reference is hereby made, on November 21, 2007, Frank G. Pringle, who
at that point, prior to the change in the voting provisions of his 2006
Convertible Preferred Stock (See Item 12, below), was the holder of a majority
in interest of the voting stock of the Company, consented to the following
actions:

1. Amendment of our Articles of Incorporation to reduce the authorized
number of shares of Common Stock which we may issue from 2,000,000,000 to
200,000,000 shares;

2. Amendment of our Articles of Incorporation to increase the authorized
number of preferred shares which we may issue from 50,000,000 to 100,000,000
preferred shares;

3. Amendment of our Articles of Incorporation by filing an amendment to the
Certificate of Designation for our 2006 Series of Convertible Preferred Stock
reducing the number of shares of Common Stock into which each share of 2006
Convertible Preferred Stock may be converted, from 2 shares of Common Stock to
1/2 of 1 share of Common Stock;

4. Amendment of our Articles of Incorporation to indemnify our directors
and officers to the maximum extent permitted under the laws of the State of
Nevada;

5. Amendment of our Articles of Incorporation limiting the liability of our
directors and officers to the Company, our stockholders and creditors to the
maximum extent provided under the Private Corporations Law of the State of
Nevada (the "Nevada PCL"); and

6. Clarifying the language of a prior amendment to our Articles of
Incorporation permitting the board of directors to declare reverse stock splits
of our issued and outstanding shares without approval of the stockholders under
section 78-2055 of the Nevada PCL.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION

Our Common Stock currently trades on the electronic Pink Sheets under the symbol
"GBRC". The chart below breaks down the high bid and the low bid prices for each
of the last 8 quarters (as reported by OTCBB Trading & Market Services) which
quotations reflect inter-dealer price, without retail mark-up, mark-down or
commission, and may not reflect actual transactions. We consider our stock to be
"thinly traded" and any reported sale prices may not be a true market-based
valuation of the stock.

Quarter Ended High Bid Low Bid
------------- -------- -------
March 31, 2006* .035 .013
June 30, 2006* .032 .015
September 30, 2006 3.00 1.75
December 31, 2006 4.60 1.10
March 31, 2007 1.99 .061
June 30, 2007 2.60 .055
September 30, 2007 5.40 1.44
December 31, 2007 3.79 1.66

* This period was prior to the 100-1 reverse stock split which was effective on
August 14, 2006, following which there were only 72,150 shares then issued and
outstanding. On September 22, 2006 the Company acquired the assets of Carbon
Recovery Corporation by the issuance of 48,688,996 shares of its Common Stock.
On December 31, 2006, the Company acquired the assets of Mobilestream Oil, Inc.
by the issuance of 11,145,225 shares of its Common Stock. However, the acquired
assets included 37,5000,000 shares of the Company's own Common Stock, which
shares have been cancelled, reducing the issued and outstanding shares of Common
Stock at that point to 25,212,436 shares.

On March 7, 2008 the prices of the Company's Common Stock were $2.30 high, $2.15
low and $2.15 close. On March 7, 2008 the Company had 34,454,514 shares of its
Common Stock issued and outstanding, of which 2,665,666 shares currently held in
escrow are being returned for cancellation, after which the number of shares
outstanding will be reduced by the number of shares cancelled.

HOLDERS

The approximate number of holders of record of our Common Stock is 254. There
are approximately 470 shareholders with certificates in street name. In
addition, however, there are approximately 534 beneficial owners who have
11,188,996 shares in the Carbon Recovery Corporation Liquidating Trust and 1,278
beneficial owners who have 11,145,225 shares in the Mobilestream Oil, Inc.
Liquidating Trust. These shares will be distributed upon effectiveness of the
Company's Registration Statement on Form S-1 for these shares now in the review
process at the Securities and Exchange Commission.

DIVIDENDS

We have never had net profits on operations and therefore are currently
proscribed from declaring dividends. We have not paid any cash dividends on our
Common Stock. Our Board of Directors has no present intention of declaring any
dividends, as we expect to re-invest all profits in the business for additional
working capital for continuity and growth. The declaration and payment of
dividends in the future will be determined by our Board of Directors considering
the conditions then existing, including the Company's earnings, financial
condition, capital requirements, and other factors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

On March 13, 2007 the Company's Board of Directors adopted The 2007 Employees
Compensation and Stock Option Plan. The Plan was not approved by the
shareholders. The number of shares subject to the Plan was 2,500,000. Those
shares were issuable either as (a) shares of stock or (b) stock options. The
Company filed a Registration Statement on Form S-8 on March 14, 2007,
registering the 2,500,000 shares. As of December 31, 2007, all 2,500,000 shares
had been issued as shares of stock; i.e., no options were granted.

On January 23, 2008 the Company's Board of Directors adopted The 2008 Employees
Compensation Plan. The Plan was not approved by the shareholders. The number of
shares subject to the Plan is 2,500,000. These shares will be issued as shares
of stock. The Company filed a Registration Statement on Form S-8 on January 29,
2008, registering the 2,500,000 shares.

The only stock options issued by the Company are the 200,000 options issued to
Jeffrey J. Andrews, the Company's CFO and a director, who received them as a
replacement for the stock options previously held by him from Carbon Recovery
Corporation. See Form 8-K filed September 27, 2006 covering the Company's
acquisition of the assets of Carbon Recovery Corporation. As of December 31,
2007, 20% of the options (equal to 40,000 shares) had not yet vested and were
therefore not exercisable. The options originally issued to Mr. Andrews by
Carbon Recovery Corporation were not approved by the shareholders; the
replacement options issued by the Company were not separately approved by the
shareholders except indirectly by approval of the Plan and Agreement of
Reorganization pursuant to which the Company acquired the assets of Carbon
Recovery Corporation.

SALES OF UNREGISTERED SECURITIES DURING FISCAL YEAR 2007

All sales/issuances of unregistered securities have been previously reported on
Forms 10-QSB and/or 8-K, except as follows, including one correction of a
previously disclosed sale containing a typographical error:

(correction) On December 5, 2007 the Company issued 22,500 shares of its Common
Stock to a military sales consultant in payment for consulting fees of $45,000.
The issuance of the shares was considered exempt pursuant to Section 4(2) of the
Securities Act of 1933 as amended. Also on December 5, 2007 the Company issued
27,500 shares of its Common Stock to a second military sales consultant in
payment for consulting fees of $55,000. The issuance of the shares was
considered exempt pursuant to Section 4(2) of the Securities Act of 1933 as
amended.

(new) On December 21, 2007, pursuant to the terms of the mutually agreed
rescission agreement with two funds which had invested in the terminated private
placement, the Company issued 18,750 shares of its Common Stock and 31,250
shares of its Common Stock, respectively, to such funds. The issuance of the
shares was considered exempt pursuant to Section 4(2) of the Securities Act of
1933 as amended.

ITEM 6. PLAN OF OPERATIONS.

Prior to September 22, 2006, the Company had tried various business plans, as
described under "History of the Company" in Item 1, above. On September 22, 2006
the Company acquired the assets and development stage business of Carbon
Recovery Corporation. The Company intends to continue the plan of operation
developed by Carbon Recovery Corporation and in effect at the time of the
Acquisition Closing. Essentially, this involves finding commercial applications
for the use of the technology to recover hydrocarbons either from waste products
(e.g., waste tires and non-metallic components of junked and wrecked vehicles)
or from sources such as oil shale, oil drilling cuttings, capped wells with
appropriate geological characteristics, etc. At December 31, 2007 the Company
had no sales or revenues and was a development stage company.

The previously-reported negotiations for the site in Fairless Hills, Bucks
County, Pennsylvania, where a waste tie disposal facility was to have been
located, have been terminated. Alternative sites are under consideration;
however, there are no current negotiations for any specific site.

During 2007 and continuing at preset, the Company has been and is heavily
engaged in seeking licensees for its technology, primarily through the sale of
machinery units customized for the specific applications of the potential
licensee.

With respect to the non-metallic components of junked and wrecked vehicles
(essentially the interiors), known as "fluff", the Company has developed a unit
for the decomposition of such materials for which it currently is seeking
purchase orders.

With respect to the other hydrocarbon applications of the technology, the
Company will continue its R&D in each of the areas and seek out joint venture
partners for field testing and ultimate licensing to users.

Liquidity and Working Capital

As of December 31, 2007 the Company had $780,425 in cash on hand. This is
considered adequate to covering anticipated working capital requirements for
approximately six (6) months. The Company is continuously engaged in reviewing,
discussing, analyzing and negotiating various financing opportunities, both in
the United States and in Europe.

ITEM 7. FINANCIAL STATEMENTS.

Our financial statements, together with the report of the auditors, are as
follows:

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Certified Public Accountants

406 Lippincott Drive, Ste. J
Marlton, NJ 08053-4168
(856) 346-2828 Fax (856) 396-0022

Board of Directors and Stockholders
Global Resource Corporation
408 Bloomfield Drive, #3
West Berlin, NJ 08091-2415

We have audited the accompanying consolidated balance sheet of Global Resource
Corporation, a development stage enterprise, as of December 31, 2007, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the two-year period ended December 31, 2007 and
the period from July 19, 2002 (Date of Inception) through December 31, 2007.
Global Resource Corporation's management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Global Resource
Corporation as of December 31, 2007, and the results of its operations and its
cash flows for each of the years in the two-year period ended December 31, 2007
and the period from July 19, 2002 (Date of Inception) through December 31, 2007
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 8 to the financial
statements, unless the Company is successful in generating new sources of
revenue, or obtaining debt or equity financing, or restructuring its business,
the Company is likely to deplete its working capital during 2008. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
8. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/S/ BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Bagell, Josephs, Levine & Company, L.L.C.
Marlton, NJ 08053

March 20, 2008

AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA)
CENTER FOR AUDIT QUALITY (CAQ)
NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

The management of Global Resources Corporation is responsible for establishing
and maintaining adequate internal control over financial reporting. The
Company's internal control over financial reporting is designed to provide
reasonable assurance as to the reliability of the Company's financial reporting
and the preparation of financial statements in accordance with generally
accepted accounting principles.

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

Management conducted an evaluation of the effectiveness of the Company's
internal control over financial reporting as of December 31, 2007. In making
this assessment, it used the criteria set forth in INTERNAL CONTROL--INTEGRATED
FRAMEWORK issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).

We identified the following material weakness in our internal control over
financial reporting- we did not have adequately segregation of duties, in that
we only had one person performing all accounting-related on-site duties. Because
of the "barebones" level of relevant personnel, however, certain deficiencies
which are cured by separation of duties cannot be cured, but only a monitored as
a weakness.

Our independent registered public accounting firm, Bagell, Josephs, Levine &
Company, LLC, has reviewed our management's assessment of our internal controls
over the financial reporting and will issue their report in 2008 per SEC rules
for non-accelerated filers.

GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Balance Sheet
December 31, 2007

ASSETS
------

Year Ended
December 31, 2007
-----------------
CURRENT ASSETS
Cash $ 780,425
------------
TOTAL CURRENT ASSETS 780,425
------------

Fixed Assets, Net of depreciation 373,135
------------

OTHER ASSETS
Investments & Deposits on Investments 74,860
------------
TOTAL OTHER ASSETS 74,860

TOTAL ASSETS $ 1,228,420
============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 119,588
Current portion - loan payable - equipment 40,964
Loan Payable - to officer of company 150,000
------------
TOTAL CURRENT LIABILITIES 310,552
------------

LONG-TERM LIABILITIES
Loan payable - equipment, net of current portion 51,629
------------
Total liabilities 362,181
------------

STOCKHOLDERS' EQUITY
Preferred Stock A - $.001 par value 100,000,000 shares authorized, 35,236
35,236,188 issued and outstanding at Dec. 31, 2007
Preferred Stock B - $.001 par value 1,000 shares authorized and
issued as Dec. 31, 2007 1
Common stock, $.001 par value; 200,000,000 shares authorized,
30,263,330 shares issued and outstanding at Dec. 31, 2007 30,358
Subscription receivable (185,693)
Additional paid-in capital 20,497,849
Deficit accumulated in the development stage (17,418,997)
------------
2,958,754

Treasury Stock (66,473)
Prepaid Services (1,808,042)
Deferred compensation (218,000)
------------
Total stockholders' equity 866,239
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,228,420
============

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

GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Operations
(With Cumulative Totals Since Inception)

JULY 19, 2002
TWELVE MONTHS ENDED (INCEPTION)
------------------- TO
DECEMBER 31 DECEMBER 31 DECEMBER 31,
2007 2006 2007
------------ ------------ ------------
REVENUES $ - $ - $ -

COST OF SALES - -
------------ ------------ ------------

GROSS PROFIT - - -
------------ ------------ ------------

OPERATING EXPENSES
Consulting fees 117,881 313,870 1,422,258
Professional fees for Legal and Accounting 572,411 368,215 1,260,188
Investment Banking Fees and investor relations 4,813,322 1,078,936 5,892,258
Other general and administrative expenses 4,799,415 2,495,840 8,555,648
Depreciation expense 93,864 58,154 183,730
------------ ------------ ------------

TOTAL OPERATING EXPENSES 10,396,893 4,315,015 17,314,082
------------ ------------ ------------

LOSS BEFORE OTHER INCOME (EXPENSE) (10,396,893) (4,315,015) (17,314,082)
------------ ------------ ------------

OTHER INCOME (EXPENSE)
Loss on deposit / real estate - net (100,000) 14,324 (172,712)
Interest expense (23,322) (13,428) (38,491)
Interest income 33,329 68,172 106,399
------------ ------------ ------------

TOTAL OTHER INCOME (EXPENSE) (89,993) 69,068 (104,804)
------------ ------------ ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES (10,486,886) (4,245,947) (17,418,886)
PROVISION FOR INCOME TAXES - 111 111
------------ ------------ ------------

NET LOSS APPLICABLE TO COMMON SHARES $(10,486,886) $ (4,246,058) $(17,418,997)
============ ============ ============

BASIC AND DILUTED LOSS
PER SHARE $ (0.40) $ (0.09) $ (0.66)
============ ============ ============

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 26,489,850 47,939,917 26,489,850
============ ============ ============

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

GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Cash Flows
(With Cumulative Totals Since Inception)

JULY 19, 2002
TWELVE MONTHS ENDED (INCEPTION)
TO
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2007 2006 2007
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(10,486,886) $ (4,246,058) $(17,418,997)
------------ ------------ ------------

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH (USED IN)
OPERATING ACTIVITIES:
Depreciation 93,864 58,154 183,042
Preferred stock issued for services 400,000 - 400,000
Common stock issued for services 7,107,000 64,746 7,639,300
Amortization of deferred compensation 109,000 109,000 327,250
Allowance reserve for note payable 650,000 650,000
Loss on sale of fixed asset 11,775 - 11,775
Loss on real estate - 87,035
Common stock issued as charitable contribution 50,000

CHANGES IN ASSETS AND LIABILITIES -
(Increase) in prepaid expenses - -
(Increase) decrease in deposits 70,140 16,911 70,140
(Increase) in notes receivable (650,000) (650,000)
(Decrease) in accounts receivable -
(Decrease) in accounts payable 5,542 (66,750) (218,677)
------------ ------------ ------------
TOTAL ADJUSTMENTS 7,797,321 182,061 8,549,865
------------ ------------ ------------

NET CASH USED IN OPERATING ACTIVITIES (2,689,565) (4,063,997) (8,869,132)
------------ ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (24,033) (503,902) (602,152)
Proceeds from sale of Fixed assets 34,200 34,200
Proceeds from sale of real estate - 617,864
Investment - (135,000) (145,000)
Investment in real estate, net - - (80,800)
------------ ------------ ------------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 10,167 (638,902) (175,888)
------------ ------------ ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 1,168,461 2,810,877 4,893,845
Issuance of equity securities and paid-in capital for merger and other 201,464 2,876,575 5,974,413
Liability for stock to be issued (201,343) 200,367 (975)
(Increase) decrease in stock subscription receivable 475,000 (582,511) (1,217,957)
Proceeds from officer's loan 150,000 188,550
Repayment of officer's loan (17,050) (38,550)
Purchase of Treasury Stock (66,473) (66,473)
Proceeds from loan payable - equipment 73,817 100,133
Repayment of loan payable - vehicle (25,131) (31,937)
Proceeds from loan payable - equipment 75,000 75,000
Repayment of loan payable - equipment (37,288) (13,315) (50,603)
------------ ------------ ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES 1,689,821 5,398,629 9,825,445
------------ ------------ ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (989,577) 695,730 780,425

CASH AND CASH EQUIVALENTS
- BEGINNING OF YEAR 1,770,002 1,074,272 -
------------ ------------ ------------

CASH AND CASH EQUIVALENTS
- END OF YEAR $ 780,425 $ 1,770,002 $ 780,425
============ ============ ============

SUPPLEMENTAL DISCLOSURES OF
NON-CASH ACTIVITIES:

Common stock issued for services $ 6,333,542 $ 64,746 $ 6,865,842
============ ============ ============

Common stock issued for services net of prepaid contra equity account $ 773,458 $ 773,458
============ ============ ============

Common stock issued for land investment $ 45,000 $ 125,800
============ ============ ============

Common stock issued as charitable contribution $ 50,000
============ ============ ============

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

GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
At December 31, 2007

PREFERRED STOCK COMMON STOCK DISCOUNT
----------------------------- ----------------------------- ADDITIONAL ON
PREFERRED PAR VALUE $.001 COMMON PAR VALUE $.001 PAID-IN COMMON
SHARES $ AMOUNT SHARES $ AMOUNT CAPITAL STOCK
------------ ------------ ------------ ------------ ------------ ------------

BALANCE - JULY 19, 2002 (INCEPTION) - $ - $ - $ -

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

Shares issued for services,
September 2002 1,000,000 - 472,000 -

Shares issued for cash,
November 2002 29,000 - 14,500 -

Shares issued for services,
November and December 2002 13,600 - 6,800 -

Net loss for the period
July 19, 2002 (Inception)
through December 31, 2002,
as originally stated - - - -

Prior period adjustment,
Note 11 - - - - - -
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2002 - - 3,597,600 - 493,300 -
------------ ------------ ------------ ------------ ------------ ------------

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

Shares issued for cash 519,800 - 259,900 -

Issuance of subscription
receivable from shareholders - - - -

Net loss for the year ended
December 31, 2003, as
originally stated - - - -

Prior period adjustment,
Note 11 - - - - - -
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2003 - - 5,572,400 - 753,200 -
------------ ------------ ------------ ------------ ------------ ------------

Shares issued for cash 917,645 - 553,105 -

Shares issued in exchange
for real estate 650,000 - 650,000 -

Shares issued for compensation 545,000 - 545,000 -

Shares issued as charitable
contribution 50,000 - 50,000 -

Initial founders' shares
cancelled (250,000) - - -

Issuance of subscription
receivable from shareholders - - - -

Net loss for the year
ended December 31, 2004 - - - - - -
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2004 - - 7,485,045 - 2,551,305 -
------------ ------------ ------------ ------------ ------------ ------------

(CONTINUED ON NEXT PAGE)

GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
At December 31, 2007

(CONTINUED FROM PREVIOUS PAGE)

DEFICIT
ACCUMULATED CONTRA
DURING THE DEFERRED PREPAID FOR SUBSCRIPTION TREASURY
DEVELOPMENT STAGE COMPENSATION SERVICES RECEIVABLE STOCK TOTAL
------------ ------------ ------------ ------------ ------------ ------------

BALANCE - JULY 19, 2002 (INCEPTION) $ - $ - $ - $ -

Issuance of initial founders'
shares, September 2002, net
of subsequent cancellations - - - -

Shares issued for services,
September 2002 - - - 472,000

Shares issued for cash,
November 2002 - - - 14,500

Shares issued for services,
November and December 2002 - - - 6,800

Net loss for the period
July 19, 2002 (Inception)
through December 31, 2002,
as originally stated (2,008,508) - - (2,008,508)

Prior period adjustment,
Note 11 1,500,000 - - 1,500,000
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2002 (508,508) - - - (15,208)
------------ ------------ ------------ ------------ ------------ ------------

Re-issuance of founders'
shares - July 2003 - - - -

Shares issued for cash - - - 259,900

Issuance of subscription
receivable from shareholders - - (14,340) (14,340)

Net loss for the year ended
December 31, 2003, as
originally stated (931,159) - - (931,159)

Prior period adjustment,
Note 11 727,500 - 727,500
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2003 (712,167) - - (14,340) 26,693
------------ ------------ ------------ ------------ ------------ ------------

Shares issued for cash - - - 553,105

Shares issued in exchange
for real estate - - - 650,000

Shares issued for compensation - (545,000) - -

Shares issued as charitable
contribution - - - 50,000

Initial founders' shares
cancelled - - - -

Issuance of subscription
receivable from shareholders - - (74,240) (74,240)

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

BALANCE AT DECEMBER 31, 2004 (1,384,386) (545,000) - (88,580) 533,339
------------ ------------ ------------ ------------ ------------ ------------

GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
At December 31, 2007

Shares issued for cash 745,655 - 914,507 -

Shares issued to acquire
technology 37,500,000 - 37,500,000 (37,500,000)

Remaining shares issued in
exchange for real estate 80,800 - 80,800 -

Shares issued for services 53,500 - 53,500 -

Accounts payable converted
to equity 1,087 - 1,087 -

Stock subscriptions received,
net - - - -

Amortization of deferred
compensation - - - -

Net loss for the year
ended December 31, 2005 - - - - - -
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2005 - - 45,866,087 - 41,101,199 (37,500,000)
------------ ------------ ------------ ------------ ------------ ------------

Shares issued for cash 2,786,286 - 2,810,877 -

Stock subscriptions received,
net - - - -

Amortization of deferred
compensation - - - -

Shares issued for services 14,123 - 14,746 -

Shares issued for investment
in land 22,500 - 45,000 -

Effect of reverse merger 72,241 48,761 (37,669,444) 37,500,000

Shares issued for conversion
of debt 2,681,837 2,682 118,000 -

Shares issued for consulting 25,000 25 49,975 -

Shares issued for merger
with Mobilestream Inc 11,145,255 11,145 2,842,136

Cancellation of shares for
merger with Mobilestream Inc (37,500,000) (37,500) 37,500

Preferred convertible stock
issued for merger with
Mobilestream 2 for 1 conversion
into common 35,236,188 $ 35,236 468,138

Net loss for the year
ended December 31, 2006 - - - - - -
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2006 35,236,188 $ 35,236 25,113,329 $ 25,113 $ 9,818,127 $ -
============ ============ ============ ============ ============ ============

Shares issued for cash 1,519,564 1,520 1,166,941

Shares issued for Stock
to be issued (liability) 186,822 187 201,156

Stock subscriptions received,
net - - - -

Amortization of deferred
compensation

Shares issued for services 2,613,576 2,613 6,331,050

Shares issued for services
& Prepaid in Equity 925,000 925 2,580,576

Treasury Stock (94,961)

Perferred Shares issued for
settlement of services 1,000 1 399,999

Net loss for the period
ended December 31, 2007 - - - - - -
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2007 35,237,188 $ 35,237 30,263,330 $ 30,358 $ 20,497,849 $ -
============ ============ ============ ============ ============ ============

(CONTINUED ON NEXT PAGE)

GLOBAL RESOURCE CORPORATION
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
At December 31, 2007

(CONTINUED FROM PREVIOUS PAGE)

Shares issued for cash - - - 914,507

Shares issued to acquire
technology - - - -

Remaining shares issued in
exchange for real estate - - - 80,800

Shares issued for services - - - 53,500

Accounts payable converted
to equity - - - 1,087

Stock subscriptions received,
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 (2,675,555) (436,000) - (78,182) 411,462
------------ ------------ ------------ ------------ ------------ ------------

Shares issued for cash - - - 2,810,877

Stock subscriptions received,
net - - (582,511) (582,511)

Amortization of deferred
compensation - 109,000 - 109,000

Shares issued for services - - - 14,746

Shares issued for investment
in land - - - 45,000

Effect of reverse merger - - - (120,683)

Shares issued for conversion
of debt - - - 120,682

Shares issued for consulting - - - 50,000

Shares issued for merger
with Mobilestream Inc (10,498) 2,842,783

Cancellation of shares for
merger with Mobilestream Inc -

Preferred convertible stock
issued for merger with
Mobilestream 2 for 1 conversion
into common 503,374

Net loss for the year
ended December 31, 2006 (4,246,058) - - - (4,246,058)
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2006 $ (6,932,111) $ (327,000) $ - $ (660,693) $ - $ 1,958,672
============ ============ ============ ============ ============ ============

Shares issued for cash 1,168,461

Shares issued for Stock
to be issued (liability) 201,343

Stock subscriptions received,
net - - 475,000 475,000

Amortization of deferred
compensation 109,000 109,000

Shares issued for services 6,333,663

Shares issued for services
& Prepaid in Equity (1,808,042) 773,459

Treasury Stock (66,473) (66,473)

Perferred Shares issued for
settlement of services 400,000

Net loss for the period
ended December 31, 2007 (10,486,886) - - - - (10,486,886)
------------ ------------ ------------ ------------ ------------ ------------

BALANCE AT DECEMBER 31, 2007 $(17,418,997) $ (218,000) $ (1,808,042) $ (185,693) $ (66,473) $ 866,239
============ ============ ============ ============ ============ ============

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 1 - BASIS OF PRESENTATION AND NATURE OF BUSINESS AND ORGANIZATION

Global Resource Corporation (the Company") was formed on July 19, 2002 in
the State of New Jersey under the name Carbon Recovery Corporation as a
development stage company. The Company's business plan is to research and
develop and market the business of decomposing petroleum-based materials by
subjecting them to variable frequency microwave radiation at specifically
selected frequencies for a time sufficient to at least partially decompose
the materials, converting the materials into industrial products and
chemicals for the petroleum chemical industry.

The Company's business goals are as follows:

1) The construction of plants to exploit certain technology for
decomposing petroleum-based materials by subjecting them to variable
frequency microwave radiation at specifically selected frequencies for
a time sufficient to at least partially decompose the materials;
2) The design, manufacture and sale of machinery and equipment units,
embodying the technology;
3) The sub-licensing of third parties to exploit that technology.

At the present time, the process is in a laboratory mode. There will have
to be a transition from the "one batch at a time" operation, used in the
laboratory to a "continuous feed" line in order to commercialize the
process. A prototype one ton "continuous feed" line machine is scheduled
for delivery in the first quarter 2008.

The Company believes that the design of the machinery and equipment for the
decomposition of waste tires fully protects the environment from the
release of components during the decomposition process.

In a similar decomposition process, the Company has designed machinery and
equipment which will decompose "fluff", which is the non-metallic portions
of scrap motor vehicles, primarily, the interiors. It appears that although
scrap vehicles are specifically taken without the tires due to
environmental rules, they are often removed but then placed ("hidden") in
the trunk of the vehicle and crushed into it, thus "disposing" of the
tires. The Company's machinery will, of course, permit any tires to be
decomposed together with the other materials.

The Company is currently offering three models: one which disposes of five
tons per hour, one which disposes of ten tons per hour and one which
disposes of fifteen tons per hour. The Company is soliciting orders and has
issued various proposals.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

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

There are other potential applications for the microwave technology covered
by the license, in addition to the application for decomposing waste tires
and fluff. These include:

To date, the Company has allocated a substantial portion of their time and
investment in bring their product to the market and the raising of capital.
The Company has not commenced any commercial operations as of December 31,
2007.

On December 31, 2006, Global Resource Corporation acquired all the assets
and assumed all of the liabilities of Mobilestream Oil, Inc. in exchange
for; a) 11,145,255 shares of the Company's Common Stock; b) the issuance by
the Company for the benefit of the holders of the 2006 series of
convertible preferred stock of Mobilestream of 35,236,188 shares of the
Company's own "2006 Series" in the process of designation (see "Subsequent
Events" note 13 below for changes); c) the issuance of 27,205,867 common
stock purchase warrants on the basis of 1 warrant for each 3 shares of
either common stock or preferred stock (the 2006 Series), exercisable at
$4.75 per share for a period ending on December 31, 2007. The ownership
Mobilestream owned 37,500,000 shares of the Company's stock which were
cancelled. The total cost of the acquisition of Mobilestream has been
allocated to the assets acquired and the liabilities assumed based on their
fair values in accordance with SFAS 141, BUSINESS COMBINATIONS. The net
asset and liabilities of Mobilestream equal approximately $2.4 million. The
assets consisted of cash approximately $1,678,000, and fixed assets of
$149,000 offset by liabilities of approximately $91,000.

On September 22, 2006, the Carbon Recovery Corporation entered into a Plan
and Agreement of Reorganization ("Agreement") with Global Resource
Corporation. Pursuant to the Agreement, Global Resource Corporation
acquired all of the assets and assumed all of the liabilities and related
development stage business of Carbon Recovery Corporation in exchange for
48,688,996 common shares and the assumption of a convertible debenture and
accrued interest in the amount of $120,682 by Carbon Recovery Corporation,
subsequent the convertible debenture was eliminated by issuing 2,681,837 of
the Company's common stock.. The holders of Global Resource Corporation's
capital stock before the Agreement retained 72,241 shares of common stock.
Prior to the Agreement, Carbon Recovery Corporation had warrants
outstanding. Pursuant to the Agreement, those outstanding warrants were
exchanged for outstanding warrants of Global Resource Corporation.
Specifically,

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

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

Global Resource Corporation issued 3,908,340 Class B warrants, 1,397,600
Class D warrants and 1,397,600 Class E warrants. The Class B and Class D
warrants have an exercise price of $2.75 and the Class E warrants have an
exercise price of $4.00. All of the warrants originally schedule to expire
on September 21, 2007, but the Board of directors of the Company has
extended the expiration date to December 31, 2007 fore class B and Class D
warrants and March 31, 2008 for Class E warrants (see "Subsequent Events"
Note 13 below).

The above transaction has been accounted for as a reverse merger
(recapitalization) with Carbon Recovery Corporation being deemed the
accounting acquirer and Global Resource Corporation being deemed the legal
acquirer. Accordingly, the historical financial information presented in
the financial statements is that of Carbon Recovery Corporation as adjusted
to give effect to any difference in the par value of the issuer's and the
accounting acquirer's stock with an offset to additional paid in capital.
The basis of the assets and liabilities of Carbon Recovery Corporation, the
accounting acquirer, have been carried over in the recapitalization.
Concurrent with the merger, Carbon Recovery Corporation changed its name to
Global Resource Corporation.

On December 11, 2007 the company adapted the following Amendments to the
Articles of Incorporation: 1) Reduce the authorized number of shares of
common stock which the Company may issue from 2,000,000,000 to 200,000,000
shares. 2) Increase the authorized number of preferred shares which the
Company may issue from 50,000,000 to 100,000,000. 3)Reduce the number of
2006 Series of Convertible preferred stock which may be converted into
common stock, from 2 shares of common stock to 1/2 of 1 share of common
stock for each share of 2006 Convertible Preferred stock. 4) Indemnify the
Company's directors and officers to the maximum extent permitted under the
laws of the State of Nevada. 5) Limiting the liability of the Company's
directors and officers to the Company, our stockholders and creditors to
the maximum extent provided under the Private Corporations Law of the State
of Nevada (the "Nevada PCL"). 6) Permit the board of directors to declare
reverse stock splits of our issued and outstanding shares without approval
of the stockholders under section 78-2055 of the Nevada PCL.

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 their time and investment in
bringing their product to the market, and the raising of capital.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES
----------------

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

CASH AND CASH EQUIVALENTS
-------------------------

The Company considers all highly liquid debt instruments and other
short-term investments with an initial maturity of three months or less to
be cash or cash equivalents.

At December 31, 2007, the Company maintained cash and cash equivalent
balances at two financial institutions that are insured by the Federal
Deposit Insurance Corporation up to $100,000. At December 31, 2007 the
Company's uninsured cash balances total $680,425.

START-UP COSTS

In accordance with the American Institute of Certified Public Accountants
Statement of Position 98-5, "REPORTING ON THE COSTS OF START-UP
ACTIVITIES", the Company expenses all costs incurred in connection with the
start-up and organization of the Company.

INCOME TAXES
------------

Deferred income taxes are reported using the liability method. Deferred tax
assets are recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.

BUSINESS COMBINATIONS
---------------------

Effective December 31, 2006 the Company completed a merger with
Mobilestream Corp. and due to the transfer of assets between entities under
common control, the total cost of the acquisition of Mobilesstream has been
allocated to the assets acquired and the liabilities assumed based on their
fair values in accordance with SFAS 141, BUSINESS COMBINATIONS. All account
amounts and shares amounts have been retroactively applied and presented to
reflect the change.

Effective July 31, 2006 the Company completed a reverse split of its common
stock. All share amounts have been retroactively applied and presented to
reflect the change.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION
------------------------

Effective January 1, 2006, the Company adopted the provisions of Financial
Accounting Standards Board ("FASB") published Statement of Financial
Accounting Standards No. 123 (Revised 2004), "SHARE-BASED PAYMENT" ("SFAS
123R"). SFAS 123R requires that compensation cost related to share-based
payment transactions be recognized in the financial statements. Share-based
payment transactions within the scope of SFAS 123R include stock options,
restricted stock plans, performance-based awards, stock appreciation
rights, and employee share purchase plans. Prior to January 1, 2006, the
Company accounts for its share-based payment transactions under the
provisions of APB 25, which does not necessarily require the recognition of
compensation cost in the financial statements. Accordingly, no compensation
expense was recognized for the stock option grants in periods prior to the
adoption of SFAS 123R. The Company has not issued any options during the
reporting periods and as such, the effect of SFAS 123R has no impact on the
results of operations for the Twelve months ended December 31, 2007 and
2006. The company did issue stock grants in 2007 that were 100% vested at
time of issuance and were expense to the Company at the market price.

EARNINGS (LOSS) PER SHARE OF COMMON STOCK
-----------------------------------------

Historical net loss per common share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share (EPS)
include additional dilution from common stock equivalents, such as stock
issuable pursuant to the exercise of stock options and warrants. Common
stock equivalents were not included in the computation of diluted earnings
per share when the Company reported a loss because to do so would be
antidilutive.

EARNINGS (LOSS) PER SHARE OF COMMON STOCK
-----------------------------------------

The following is a reconciliation of the computation for basic and diluted
earnings per share:

Twelve Months Ended
December 31,
--------------------------------
2007 2006
--------------- ---------------
Net loss ($10,486,886) ($4,246,058)
--------------- ---------------

Weighted-average common shares
Outstanding (Basic) 26,489,850 47,939,917
--------------- ---------------

Weighted-average common shares
Outstanding (Diluted) 26,489,850 47,939,917
=============== ===============

Weighted-average common stock Equivalents for preferred stock convertible
to 1/2 for 1 of common are 17,618,094 and warrants common stock equivalents
are 11,036,907. There are also common stock purchase options equivalents
totaling 200,000, these warrants and options are not part of the
weighted-average outstanding common stock calculation because inclusion
would have been anti-dilutive as of December 31, 2007 and December 31,
2006.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ADVERTISING COSTS
-----------------

The Company will expense the costs associated with advertising as they are
incurred. The Company did not incur any advertising costs for the years
ended December 31, 2007 and 2006.

RECLASSIFICATIONS
-----------------

Certain amounts for the year ended December 31, 2006 have been reclassified
in the comparative financial statements to be comparable to the
presentation for the year ended December 31, 2007. These reclassifications
had no effect on net loss.

RECENT ACCOUNTING PRONOUNCEMENTS
--------------------------------

In December 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 141 (revised
2007), BUSINESS COMBINATIONS, which replaces SFAS No 141. The statement
retains the purchase method of accounting for acquisitions, but requires a
number of changes, including changes in the way assets and liabilities are
recognized in the purchase accounting. It also changes the recognition of
assets acquired and liabilities assumed arising from contingencies,
requires the capitalization of in-process research and development at fair
value, and requires the expensing of acquisition-related costs as incurred.
SFAS No. 141R is effective for us beginning January 1, 2008 and will apply
prospectively to business combinations completed on or after that date.

In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB 51, which changes
the accounting and reporting for minority interests. Minority interests
will be recharacterized as noncontrolling interests and will be reported as
a component of equity separate from the parent's equity, and purchases or
sales of equity interests that do not result in a change in control will be
accounted for as equity transactions. In addition, net income attributable
to the noncontrolling interest will be included in consolidated net income
on the face of the income statement and, upon a loss of control, the
interest sold, as well as any interest retained, will be recorded at fair
value with any gain or loss recognized in earnings. SFAS No. 160 is
effective for us beginning January 1, 2008 and will apply prospectively,
except for the presentation and disclosure requirements, which will apply
retrospectively. We are currently assessing the potential impact that
adoption of SFAS No. 160 would have on our financial statements.

In February 2007, the FASB issued SFAS No. 159, THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES. SFAS No. 159 gives us the
irrevocable option to carry many financial assets and liabilities at fair
values, with changes in fair value recognized in earnings. SFAS No. 159 is
effective for us beginning January 1, 2008, although early adoption is
permitted. We are currently assessing the potential impact that electing
fair value measurement would have on our financial statements and have not
determined what election we will make.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS,
which defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosures about
fair value measurements. This statement does not require any new fair value
measurements, but provides guidance on how to measure fair value by
providing a fair value hierarchy used to classify the source of the
information. SFAS No. 157 is effective for us beginning January 1, 2008. In
December 2007, the FASB released a proposed FASB Staff Position (FSP FAS
157-b - EFFECTIVE DATE OF FASB STATEMENT NO. 157) which, if adopted as
proposed, would delay the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a
recurring basis (at least annually). We are currently assessing the
potential impact that adoption of this statement would have on our
financial statements.

On January 1, 2007, the Company adopted the provisions of FASB issued SFAS
No. 156, "Accounting for Servicing of Financial Assets, an amendment of
FASB Statement No. 140." SFAS No. 156 requires an entity to recognize a
servicing asset or liability each time it undertakes an obligation to
service a financial asset by entering into a servicing contract under a
transfer of the servicer's financial assets that meets the requirements for
sale accounting, a transfer of the servicer's financial assets to a
qualified special-purpose entity in a guaranteed mortgage securitization in
which the transferor retains all of the resulting securities and classifies
them as either available-for-sale or trading securities in accordance with
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" and an acquisition or assumption of an obligation to service a
financial asset that does not relate to financial assets of the servicer or
its consolidated affiliates. Additionally, SFAS No. 156 requires all
separately recognized servicing assets and servicing liabilities to be
initially measured at fair value, permits an entity to choose either the
use of an amortization or fair value method for subsequent measurements,
permits at initial adoption a one-time reclassification of
available-for-sale securities to trading securities by entities with
recognized servicing rights and requires separate presentation of servicing
assets and liabilities subsequently measured at fair value and additional
disclosures for all separately recognized servicing assets and liabilities.
The adoption of SFAS No. 156 did not have a material impact on the
Company's financial position, results of operations, or cash flows.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 3 - FIXED ASSETS

Fixed assets as of December 31, 2007 were as follows:

Estimated Useful
Lives (Years) Amount
------------------ ----------------
Testing Equipment 5 - 7 $ 454,013
Vehicles 5 34,454
Office & Computer Equip. 5 16,643
Leasehold improvements 3 4,670
----------------
Total $ 509,780
================
Less accumulated Depreciation
& amortization 136,645
----------------
NET FIXED ASSETS $ 373,135
================

There was $93,864 and $58,154 charged to operations for depreciation
expense for the twelve months ended December 31, 2007 and 2006,
respectively.

The Company sold three vehicles to the President and Chairman of the
Company for $34,200 in cash and which was $11,776 below net book value.

NOTE 4 - LOAN PAYABLE - OFFICER OF THE COMPANY

On November 28, 2007 the Chief Financial Officer, Jeff Andrews, loan the
Company $150,000. This loan has no stated principal payment due date,
interest agreement is prime plus 2%. An expense was recorded for one
month based on terms stated above, interest expense will be accrued and
expense monthly in the amount of $1,187 until the Company pays off the
loan.

NOTE 5 - LOAN PAYABLE - EQUIPMENT

In January 2006 the Company entered into a five year loan related to the
purchase of new equipment. The principal amount of the loan is $75,000 at
an interest rate of 13.43% annually. Monthly payments on the loan are
approximately $1,723. In October 2006 the Company entered into a three
year loan related to lab equipment. The principal amount of the loan is
$73,817 at an interest rate of 8.71% annually. Monthly payments on the
loan are approximately $2,396.

2007
----------
Total Loans Payable $ 92,593
Less current maturities (40,964)
----------
Long-Term payable $ 51,629
==========
The amount of principal maturities of the
loans payable by years is as follows:
2008 40,964
2009 35,416
2010 16,213
----------
$ 92,593
==========

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 6 - PROVISION FOR INCOME TAXES

Deferred income taxes will be determined using the liability method for the
temporary differences between the financial reporting basis and income tax
basis of the Company's assets and liabilities. Deferred income taxes will
be measured based on the tax rates expected to be in effect when the
temporary differences are included in the Company's tax return. Deferred
tax assets and liabilities are recognized based on anticipated future tax
consequences attributable to differences between financial statement
carrying amounts of assets and liabilities and their respective tax bases.

At December 31, 2007 the deferred tax assets consist of the following:

2007
---------------
Deferred taxes due to net operating $5,225,000
carryforwards
Less: Valuation Allowance (5,225,000)
---------------
Net Deferred Tax asset $ --
---------------

At December 31, 2007, the Company had deficits accumulated during the
development stage in the approximate amount of $17,418,997 available to
offset future taxable income through 2027. The Company established
valuation allowances equal to the full amount of the deferred tax assets
due to the uncertainty of the utilization of the operating losses in future
periods.

NOTE 7 - OPERATING LEASES

The Company leases office space under a lease agreement that commenced June
1, 2006, the monthly lease payments are $5,000 per month and the leases
expires on May 31, 2009. The Company is required to pay property taxes,
utilities, insurance and other costs relating to the leased facilities.

Minimum lease payments under the operating lease are as follows:

For the periods Ending Dec. 31 Amount

2008 $ 60,000
2009 21,700
--------------
$ 81,700
==============

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 8 - GOING CONCERN

As shown in the accompanying financial statements, the Company incurred
substantial net losses for the periods ended December 31, 2007 and 2006,
and has no revenue stream to support itself. This raises doubt about the
Company's ability to continue as a going concern.

The Company's future success is dependent upon its ability to raise
additional capital or to secure a future business combination. There is no
guarantee that the Company will be able to raise enough capital or generate
revenues to sustain its operations. Management believes they can raise the
appropriate funds needed to support their business plan and acquire an
operating, cash flow positive company.

The 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 9 - STOCKHOLDERS' EQUITY

COMMON STOCK
------------

The following details the stock transactions for the twelve months ended
December 31, 2007:

The Company issued 1,519,564 shares of stock for $1,168,461 cash.

The Company issued 186,822 shares of common stock for cash received in 2006
which was classified as liability in stock to be issued $210,343.

The Company re-purchased 94,961 shares of common stock for $66,473 in cash.
(See "Related Party Transaction" Note 11 below Treasury stock purchase from
Lois Pringle)

The Company issued 3,538,576 shares of common stock in exchange for
services rendered, valued at $7,107,000. Included in service rendered value
is the issuance of 925,000 shares of stock for services which have a gross
value at $2,581,500 and is being amortized and expensed over one year
period beginning in September of 2007 (see Prepaid Services below). Also
included in service rendered value is stock issued under the "2007 Employee
Compensation and Stock Plan Option Plan", a total 1,144,500 shares were
issued, with a value of $3,050,520 which was expensed in 2007. 800,000
Shares were issued to the Company's Chairman and CEO/President, 200,000
shares were issued to the Company's CFO.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 9 - STOCKHOLDERS' EQUITY (CONTINUED)

The Company issued 900,000 shares to an escrow account for future
transaction with Professional Offshore Opportunity Fund, Ltd, "PROOF". (See
"Commitments and Contingencies" note 10 below). The issuance of these
shares are dependant on following future events occurring; if (i) the
Company does not file and have an effective registration statement for the
Shares, Warrants and Warrant Shares by June 30, 2008 or (ii) in the event
that during the period of six months from the date of Closing, the market
price of the Company's Common Stock has a closing price of less than $1.00.

PREFERRED STOCK
---------------

On October 22, 2007 Frank G. Pringle, the Company's Chairman and
CEO/President, the owner of all 35,236,188 issued and outstanding shares of
the Company's 2006 Series of Convertible Preferred Stock offered to reduce
the number of common stock, 1 preferred for 2 common stock shares to 1
preferred for 1/2 of 1 common stock shares which the Board of Directors has
accepted.

The Company issued 1,000 shares of new convertible preferred to complete a
settlement agreement for services rendered. These shares can be converted
into common stock after 1 year, applicable to rule 144, by dividing the
$400 stated capital by the average of the closing bid prices of such Common
stock for the twenty (20) consecutive trading days prior to and including
the day of conversion.

SUBSCRIPTION RECEIVABLE
-----------------------

In 2006 the Company has contract to sell some of it common stock on
installment basis, and is waiting to receive the final balance of payment.
The Company fully expects to receive the December 31, 2007 balance of
$185,693 by the end of year 2008.

PREPAID SERVICES
----------------

In September 2007 the Company issued 925,000 shares of stock for services
which has a gross value at $2,581,500 which is being amortized and expensed
over one year period, the unamortized amount as of December 31, 2007 is
$1,808,042.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 9 - STOCKHOLDERS' EQUITY (CONTINUED)

WARRANTS
--------

The Company issued 3,908,340 Class B warrants, 1,397,600 Class D warrants
and 1,397,600 Class E warrants. The Class B and Class D warrants have an
exercise price of $2.75 and the Class E warrants have an exercise price of
$4.00. All of the warrants, originally schedule to expire on September 21,
2007, but the Board of directors of the Company has extended the expiration
date for all classes of warrants to December 31, 2008. The Company also
issued 27,205,867 Common Stock Purchase warrants on the basis of 1 warrant
for each 3 shares of either common stock or preferred stock (the 2006
Series), exercisable at $4.75 per share. These warrants expire on March 31,
2007, but the Board of directors of the Company has extended the expiration
date to December 31, 2008.

On October 22, 2007 the Board of Directors accepted an offer from Frank
Pringle, Chairman and CEO, to cancel the 23,500,000 Common Stock Purchase
Warrants received by him in the transaction when the Company acquired the
assets of Mobilestream Oil, Inc.. This action does not affect the remaining
3,705,867 warrants held by the Mobilestream Oil Liquidating Trust and to be
issued to the other shareholders of Mobilestream Oil, Inc. upon their
registration.

The Company issued an additional 627,500 warrants in 2007, (See
"Commitments and Contingencies" note 10 below "PROOF"). 625,000 warrants
have an exercise price of $1.50, an expiration date of December 20, 2012
and 2,500 have an exercise price of $2.50 with an expiration date of
October 25, 2008.

A summary of the status of the Company's outstanding stock warrants as of
December 31, 2007 is as follows:

Weighted Average
Shares Exercise Price
--------------- -----------------

Outstanding at January 1, 2007 33,909,407 $ 4.41

Granted 627,500 $ 1.50

Exercised - -

Forfeited 23,500,000 $ 4.75
--------------- -----------------

Outstanding at December 31, 2007 11,036,907 $ 3.51
--------------- -----------------
Exercisable at December 31, 2007 11,036,907 $ 3.51
--------------- -----------------

In March 2005 the Company issued 200,000 of common stock purchase options
(under Carbon Recovery Corporation) to the CFO. The options have an
exercise price of $1.00 per share and will be 100% vested on 12/31/2008. As
of 12/31/2007 none were exercised.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Effective January 1, 2005 the Company entered into an employment agreement
with its President. Under the agreement the President shall be entitled to
an annual base salary of $250,000 in 2005 escalating to $366,025 in 2009.
In 2005, $156,000 of the salary shall be paid ratably during the course of
the year and the remaining $94,000 will be paid in accordance with the
terms of the agreement. The initial term of the agreement is for a period
of five years. The President has the option to renew this agreement for a
second five-year term. In addition to the base salary the Company has
granted the President 545,000 shares of restricted common stock as deferred
compensation. The common stock vests to the President over a five-year
period commencing January 1, 2005.

On March 12, 2007 the Company entered into an Exclusive Placement Agent
Agreement with an investment banker pursuant to which the investment banker
was to place up to $3,000,000 of debt securities (with related warrants)
within a 45 day period following approval of offering documents. During the
offering term, two subscriptions, for a total of $800,000, were received,
of which amount $400,000 was paid-in. After payment of Escrow Agent fees
and costs of $2,510 and transaction fees and costs of $62 200, which costs
and fees have been contemporaneously expensed, the Company netted $335,299.
On June 13, 2007, following expiration of the 45-day term, the Company
notified the Escrow Agent and the investment banker (1) that the Exclusive
Placement Agent Agreement would not be extended and (2) that the offering
was withdrawn. The Company determined to rescind the two subscriptions and
on August 1, 2007 returned the $400,000 together with 9% interest of
$9,640. The interest was expensed in June 2007. The Company concurrent with
the rescind agreement settle all outstanding claims for $25,000, which was
expensed in the third quarter 2007.

The Company set up a prepaid in the amount of $250,000 in June 2007 for a
finder fee related to the $3,000,000 debt securities funding discuss above.
In the connection with the rescission of these debt securities the Company
has expensed the $250,000 in the fourth quarter 2007.

In June 2007 the Company entered into purchase agreement with Ingersoll
Production Systems of Rockford Illinois to build one 1 ton microwave
reactor system. The total purchase commitment is $300,000, the microwave
reactor system is expected to be delivered by end of first quarter 2008.

On December 17, 2007 the Company has signed a letter of intent with Warwick
Communications, Inc., ("Warwick"), a Canadian corporation based in Calgary,
for an exclusive twenty-year license agreement, which enables Warwick to
use the Company's microwave machinery to recover energy from oil, gas,
mining and waste resources in Canada. Payment for the license will be by
issuance of 2,000,000 shares of Warwick's common stock, together with two
warrants; one to purchase 1.000,000 additional shares of Warwick's common
stock at a price of US$1.50 and the other to purchase 750,000 shares of
Warwick common stock at a price of US$1.00 per share. Execution of
definitive agreement and issuance of the license is subject to a
demonstration, acceptable to the licensee, of the continuous operation of
the initial one ton machine, anticipated to occur by end of first quarter
2008. Under the license, when and if issued, Warwick will be

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 10 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

obligated to purchase a minimum of one microwave machine each year for the
next five years. This will total $25,000,000 or $5,000,000 per year.

In the October, 2007 the Company revived an Agreement which had previously
expired for the sale of shares of its Common Stock to Mercatus & Partners,
Limited ("Mercatus"), a private limited company organized and existing
under the laws of the United Kingdom, having an address of Via S. Roberto
Bellarmino #4, 00142 Roma, Italy. The proposed transaction was for the
placement of shares of its Common Stock to a value of $2,000,000. The
original agreement had expired on March 31, 2007. Following protracted
discussions, on October 16, 2007 the Company agreed to revive the
Agreement, with certain modifications, and the parties executed an Addendum
to the original Agreement. Under the revived Agreement and Addendum,
Mercatus was to have purchased shares to the total of $2,000,000 on or
before November 30, 2007. The Company had deposited 2,665,666 shares of its
Common Stock in escrow, with any unpurchased balance of such shares as of
November 30th to be returned for cancellation. Mercatus failed to make any
of the installment payments as promised and did not complete any of the
purchase by November 30, 2007. The Company no longer has any confidence in
Mercatus, has advised Mercatus that the Agreement has expired and will not
be extended or further revived, and has demanded a return of the 2,665,666
shares which were escrowed. These shares have not been included in the
outstanding shares and weighted average number of common stock share
calculation.

On December 21, 2007 the Company entered into a certain Securities Purchase
agreement with Professional Offshore Opportunity Fund, Ltd. ("PROOF")
pursuant to which PROOF agreed to purchase 1,250,000 shares of the
Company's common stock together with warrants for additional 625,000 shares
at an exercise price of $1.50 per share. The Company received a $1,000,000
from PROOF with the balance of $250,000 being held in escrow, together with
the 250,000 common stock shares being purchased pending certain future
events. In addition, the Company has issued to the Escrow an additional
650,000 shares to be delivered to PROOF or returned to the Company,
depending upon those certain future events (the "Trigger Event"). The
Trigger Event will occur if (i) the Company does not file and have an
effective registration statement for the Shares, Warrants and Warrant
Shares by June 30, 2008 or (ii) in the event that during the period of six
months from the date of Closing, the market price of the Company's Common
Stock has a closing price of less than $1.00. In case of either Trigger
Event, the Escrow is authorized to transfer to PROOF the 650,000 escrowed
shares. In addition, PROOF may, at its option, instruct the Escrow to (i)
pay over (to PROOF) the escrowed $250,000 of proceeds and (ii) return to
the Company the 250,000 escrowed shares.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 11 - RELATED PARTY TRANSACTION

On May 17, 2007, the Company authorized the purchase of the Company stock
from Lois Pringle, officer and wife of the Company's Chief Executive
officer. The Company purchased 94,961 shares for $66,471 in cash.

On November 28, 2007 the Chief Financial Officer, Jeff Andrews, loan the
Company $150,000. This loan has no stated principal payment due date,
interest agreement prime plus 2%. An expense was recorded for one month
based on terms stated above, interest expense will be accrued and expense
monthly in the amount of $1,187 until the Company pays off the loans.

NOTE 12 - NOTE RECEIVABLE

On September 22, 2006, Mobilestream Oil, Inc. loaned $650,000 to M J
Advanced Corporation Communications ("MJACC") with the understanding that
MJACC would advance money to CRCIC, LLC a limited liability company for,
the purpose of acquiring a shell corporation (Global Resources Corporation)
for Carbon Recovery Corporation to perfect a reverse merger. Subsequent to
the balance sheet date, a dispute arose with respect to the agreement. A
resolution was agreed upon where 400,000 shares of Global Resources
Corporation stock owned by MJACC and CRCIC have been transferred to an
attorney in escrow for satisfaction of the note payable to the Company and
MJACC and CRCIC relinquished all rights. The stock held in escrow will be
sold by the Escrow agent to satisfy the loan amount.

The note has been fully reserved due to market price volatility of the
Company's common stock price in 2006 and written off in 2007.

NOTE 13 - IVESTMENTS AND DEPOSITS ON INVESTMENTS

The December 31, 2007 balance of Investments and Deposits, totaling
$74,860, consists of a $45,000 investment in land which occurred in 2006
and a $29,860 deposit made in August of 2007 on a future lease for
additional equipment. The lease deposit for equipment is expected to be
returned to the Company in 2008. The Company entered into preliminary sales
agreement to purchase the Equipment Service Parts Company (ESP), a $100,000
deposit was made to ESP in December 2006. In June 2007 the Company has
decided not to pursue the acquisition of ESP and the deposit was deemed not
refundable and was expensed in June 2007.

NOTE 14 - SUBSEQUENT EVENTS

Subsequent to the balance sheet date of December 31, the following
transactions occurred:

The Company filed on January 29, 2008 a Registration Statement on Form S-8
under the Securities Act of 1933 for its "2008 Employee Compensation Plan"
in order to register 2,500,000 shares, par value $.001 per share for the
plan. The granting of shares of common stock under this plan shall be
entirely discretionary with the Company's Board of Directors.

In January and February the Company received $89,000 in cash for the sales
of common stock.

GLOBAL RESOURCE CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007

NOTE 14 - SUBSEQUENT EVENTS (CONTINUED)

On February 12, 2008, the Company filed a Registration Statement on Form
S-1 under the Securities Act of 1933 in order to register securities issued
in the acquisition of Carbon Recovery Corporation ("CRC") in September 2006
and the acquisition of Mobilestream Oil, Inc. ("Mobilsteam") in December
2006. Summary of securities register:

Mobilestream acquisition shares of common stock 11,145,225
Mobilestream acquisition of warrants 3,705,867
Mobilestream acquisition of common stock warrants 3,705,867
CRC acquisition of shares of common stock 11,188,996
CRC acquisition of Class B warrants 3,908,340
CRC acquisition of Class B common stock warrants 3,908,340
CRC acquisition of Class D warrants 1,397,600
CRC acquisition of Class D common stock warrants 1,397,600
CRC acquisition of Class E warrants 1,397,600
CRC acquisition of Class E common stock warrants 1,397,600

On February 28, 2008, in an 8-K filing, the Company disclosed the hiring of
Mr. Jeff T. Kimberly as the Company's Chief Operating officer. The
employment of Mr. Kimberly is effective as of February 11, 2008 and was
approved by the board of directors on February 7, 2008. Mr. Kimberly will
be responsible the Company's production, sales and administrative
operations. In connection with his employment, Mr. Kimberly will receive a
$100,000 signing bonus, his base salary will be $200,000 per year which
will increase to $225,000 on August 11, 2008, his sixth month anniversary
with the company. In addition to his base salary, Mr. Kimberly is eligible
to receive a yearly performance bonus to be paid in the Company's common
stock issued under the GRC 2008 Employee compensation plan, as well as a
relocation compensation package and Company medical benefits.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES.

The Company maintains disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities and
Exchange Act of 1934, as amended, is recorded, processed, summarized, and
reported within the specified time periods.

The Company's management, with the participation of its Chief Executive Officer
and its Chief Financial Officer, evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in the Securities Exchange Act of
1934 Rules 13a-15(e)) as of December 31, 2007. Based on that evaluation, the
Company's Chief Executive Officer and Chief Financial Officer concluded that, as
of that date, the Company's disclosure controls and procedures required by
paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, were effective at the
reasonable assurance level.

As discussed in the Company's prior year annual report on Form 10-KSB/A for the
year ended December 31, 2006 management's assessment identified the following
material weakness and significant deficiency:

1. As previously disclosed the Company identified a material weakness related
to lack of accounting personnel with the requisite knowledge of Generally
Accepted Accounting Principles in the US ("GAAP") and the financial
reporting requirements of the Securities and Exchange Commission. The
Company has taken the necessary steps to remedy this weakness and
management has assessed the operating effectiveness of these enhanced
internal controls and believes this material weakness has been remedied.

2. As previously disclosed the Company identified a material weakness related
to insufficient written policies and procedures to insure the correct
applications of accounting and financial reporting with respect to the
current requirements of GAAP and SEC disclosure requirements. The Company
has taken the necessary steps to remedy this weakness and management has
assessed the operating effectiveness of these enhanced internal controls
and believes this material weakness has been remedied.

The Public Company Accounting Oversight Board has defined material weakness as a
"significant deficiency or combination of significant deficiencies that results
in more than a reasonable possibility that a material misstatement of the annual
or interim financial statements will not be prevented or detected".

The material weaknesses identified and relate to:

As of December 31, 2007 there was a continuing lack of segregation of
duties, in that we only had one person performing all accounting-related
on-site duties. Because of the "barebones" level of relevant personnel,
however, certain deficiencies which are cured by separation of duties
cannot be cured, but only monitored as a weakness. In 2007 the Company
added three new independent members to the Board of Directors, and in 2008
the Board will form an audit committee and a compensation committee in
order to enhance and strengthen controls.

Notwithstanding the existence of material weakness in our internal controls over
financial reporting, our management, including our Chief Executive Officer and
Chief Financial Officer, believe that the consolidated financial statements
included in this report fairly present in all material respects our financial
condition, results of operations and cash flows for the periods presented.

ITEM 8A(T) CONTROLS AND PROCEDURES

ITEM 8B OTHER INFORMATION

There is no information required to be disclosed in a report on Form 8-K during
the fourth quarter of the year covered by this Form 10-KSB, but not reported.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) FOR THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS. The position(s) held by each of our executive
officers and Directors as of March 8, 2008 are shown in the following table.
Biographical information for each is set forth following the table. Messrs.
Pringle and Andrews were elected on September 22, 2006. Frederick A. Clark was
elected on December 14, 2006. Ms. Kim Thorne O'Brien and Mr. Jonathan L. Simon
were each elected on September 21, 2007. Each Director serves for a one-year
term and until a successor is elected and has qualified. Beginning in 2008, our
Directors will be compensated for their services for each meeting attended at
the rate of $200 and the issuance of 3,000 options to purchase shares of our
Common Stock at the market price per share on the date of grant per meeting
attended. In addition, their expenses in attending meetings will continue to be
reimbursed.

Name Age Position
Frank G. Pringle 64 Chariman of the Board of Directors,
President/CEO

Jeffrey J. Andrews 56 Director, Secretary/Treasurer, CFO

Jeffrey T. Kimberly 46 Chief Operating Officer

Frederick A. Clark 44 Director

Kim Thorne O'Brien 49 Director

Jonathan L. Simon 56 Director

Frank G. Pringle has served as our Chairman of the Board and President/CEO since
the closing of the Carbon Recovery Corporation acquisition in September 2006.
For the four years prior thereto Mr. Pringle was the Chairman and President/CEO
of our predecessor corporations, Carbon Recovery Corporation and Mobilestream
Oil, Inc., both of which were engaged in the same business as the Company. Mr.
Pringle is the inventor of the process and related apparatus covered by the
patent pending covering portions of the described technology. Mr. Pringle
attended Kent State from 1962 to 1963, Hiram College from 1963 to 1964, Lake
Erie College from 1963 to 1964 and Towson State College from 1965 to 1966,
majoring in Chemistry and Mathematics. Since 1964: he has (i) designed and
installed "turn key" engineering operations for food, soft drink, brewery, glass
and plastic manufacturing plants, (ii) been a consultant to clients for
previously designed and and installed manufacturing plants, (iii) designed,
built and managed the operations of a plant for recycling glass, and (iv) since
approximately 1999, worked on the development of the licensed technology.

Jeffrey J. Andrews has served as our Chief Financial Officer, Treasurer and
Secretary since the closing of the Carbon Recovery Corporation acquisition in
September 2006. From November 1, 2004 until the Acquisition Closing Mr. Andrews
was employed by Carbon Recovery Corporation in similar positions. Mr. Andrews
graduated from Villanova University in May, 1974 with a B.S. in Accounting. He
has been a C.P.A. in Pennsylvania since 1978. He commenced his accounting career
as an Audit Manager for a regional firm, and over his career has served as the
Controller, Treasurer and/or CFO of various companies, and has had experience in
corporate restructurings and reorganizations as well as IPO's and SEC periodic
reporting. From April, 1999 to June, 2002 Mr. Andrews served as CFO of
Collectible Concepts Group, Inc., a public company. From June 2002 to October
2004 he was the Controller of Encapsulation Systems Inc.

Jeffrey T. Kimberly was appointed our Chief Operating Officer effective February
7, 2008. Mr. Kimberly has over 27 years experience in the machine tool industry.
From September 2006 to January 2008, Mr. Kimberly served as President of
Ingersoll Productions Systems, a custom engineer and manufacturer of high
quality production machinery and a subsidiary of the Dalian Tool Machine Group
Co., Ltd. Previously at Ingersoll Production Systems, Mr. Kimberly served as the
Director of Planning and Process Control (January 2006 to September 2006) and as
the Director of Project and Materials (2002 to July 2005). From July 2005 to
January 2006, Mr. Kimberly served as the Senior Project Manager and Master
Scheduler at ITT Pure-Flo MPC, a manufacturer of process systems (single-purpose
systems - containing pumps, valves, pressure vessels and instrumentation)
primarily for biopharmaceutical and pharmaceutical companies. From 1981 to 2002,
Mr. Kimberly served in various capacities at Ingersoll Milling Machine Co.,
including Process Control Manager (1999 - 2002), Project Manager (1997 - 1999)
and Sales & Simultaneous Engineering Project Manager (1990 - 1997). Mr.
Kimberly's educational background includes training in mechanical design and
machine shop and assembly floor manufacturing.

Frederick A. Clark was elected a director of the Company in December 2006. He is
President/CEO of Clark Resources, Inc., a governmental relations consulting firm
located in Harrisburg, Pennsylvania. Mr. Clark graduated from Pennsylvania State
University with a BA in Elementary Education in 1985. Mr. Clark has served as a
member of the Board of Education of the Harrisburg School District, has served
as the President of the African American Chamber of Commerce, is the former CEO
of the Urban League of Metropolitan Harrisburg, and is currently Chairman of the
National African American Cultural Center. For the past several years, Mr. Clark
has been a part-time lecturer at the Pennsylvania Governor's School on Business
and Industry and has been appointed by the past three Pennsylvania governors to
serve on boards and commissions. Clark Resources, Inc. is representing the
Company in Pennsylvania for matters with respect to the proposed tire disposal
facility.

Kimberly Thorne O'Brien was appointed a director of the Company in September
2007. Since May, 2004 Ms. O'Brien has been President of Independence, Inc., a
firm engaged in providing consulting services to start-up biotechnology
companies. From December, 2001 to May, 2004 Kim was Vice President, Business
Development & Marketing, of AdvancedTraces, Inc. a company engaged in the
development of supersensitive detectors of biowarfare agents. Prior to that, Ms.
O'Brien was Regional Business Director, Northeast Region, of MedImmune, Inc.
from October 1995 to October 2001. She graduated from Ursinius college in 1980
with a B.S. in Health & Physical Education, graduated from Temple University
with an M.S.Ed in Exercise Physiology in 1981 and completed all work except for
the dissertation for a Ph.D. in Cardiovascular Physiology from Temple
University. Thereafter, and until October 1995, Ms. O'Brien held various jobs in
the health industry. There is no arrangement between Ms. O'Brien and any other
party with respect to her service as a director nor is Ms. O'Brien a party to,
or a participant in, any material plan, contract or arrangement.

Jonathan L. Simon was appointed a director of the Company in September 2007. Mr.
Simon has been engaged in the recycling industry since approximately the
mid-1970's. From 1990 to March, 2006 he was President of Royal Green Corp., a
company engaged primarily in recycling ferrous metals. From April, 2006 to the
present, he has been President of Royal Green LLC, a successor company to the
corporation, still engaged in recycling ferrous metals. In addition, since May,
2006 he has been a director of Green Energy Technologies. Jonathan graduated
from the University of Pittsburgh in 1973 with a BS in Biology (with honors).
There is no arrangement between Mr. Simon and any other party with respect to
his service as a director nor is Mr. Simon a party to, or a participant in, any
material plan, contract or arrangement.

There are no family relationships between any of the executive officers and
directors.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities and Exchange Act of 1934 requires our executive
officers and directors and persons who own more than 10% of a registered call of
our equity securities to file with the SEC initial statements of beneficial
ownership on Form 3, reports of changes in ownership on Form 4 and annual
reports concerning their ownership on Form 5. Executive officers, directors and
greater than 10% stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) reports they file.

For the fiscal year ended December 31, 2007 (i) Mr. Frank G. Pringle, the
Company's Chairman, President and CEO failed to file three reports on Form 4
covering a total of five transactions, and (ii) Mr. Jeffery J. Andrews, a
director and the Company's CFO, failed to file three reports on Form 4 covering
a total of three transactions. These transactions were subsequently reported on
Form 5 filings for Messrs. Pringle and Andrews. There is currently no known
failure to file any report under Section 16(a) of the Exchange Act by any of the
Company's directors and officers.

AUDIT COMMITTEE

Up to June 7, 2006, the Company had an audit committee, but that was effectively
dissolved as a result of the resignations of the former members (Messrs.
Caldwell, Ferandell, Jordan, and van Adelsberg). Since then, the Company has not
had, and does not currently have, a separately designated standing audit
committee. However, the Board of Directors has discussed the establishment of an
Audit Committee and anticipates doing so in the near future.

CODE OF ETHICS

The Company previously adopted a Code of Ethics which is focused on the
Company's former status as a BDC. Since termination of that status (see Item 1
above), the Company has not adopted a further Code of Ethics that applies to its
principal executive officer, principal financial officer, principal accounting
officer, or persons performing similar functions. The Company is currently
studying a proposed new Code of Ethics with a view to adopting one which meets
the needs of our current management structure and business operations.

ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION OF DIRECTORS

For the fiscal year ended December 31, 2007, none of the current directors were
compensated for their services as directors. Likewise, for their services for
the fiscal year ended December 31, 2006, neither the former directors (except as
discussed below) nor the current directors were compensated for their services
as directors. Beginning in 2008, our Directors will be compensated for their
services for each meeting attended at the rate of $200 and the issuance of 3,000
options to purchase shares of our Common Stock at the market price per share on
the date of grant per meeting attended. In addition, their expenses in attending
meetings will continue to be reimbursed. During the fiscal year ended December
31, 2007 there were no formal meetings of the Board of Directors; action was
taken by written consent.

Mary K. Radomsky served as the sole director and officer from June 7, 2006 to
September 22, 2006. Although she was not compensated, the in-coming directors
voted to give her an honorarium by the issuance of 25,000 shares of the
Company's Common Stock.

COMPENSATION OF MANAGEMENT

Name & Principal Other
Position Year Salary Bonus Compensation
------------------------------ ---- ----------- -------------- --------------
Frank G. Pringle 2007 $354,166.50 -$2,250,000(2) -$44,175.00(1)
President, Chief Executive 2006 -0-(1) -0- $37,002.50
Officer, and Chairman of the
Board of Directors

Jeffrey J. Andrews 2007 $162,437.50 -0- $579,000(3)
Secretary, Treasurer, Chief 2006 $ 30,800(4)
Financial Officer, Director

(1),(2) Frank G. Pringle received $26,000 as the President of Carbon Recovery
Corporation, a predecessor of the Company, and $259,416 as the President of
Mobilestream Oil, Inc., another predecessor of the Company during 2006. In 2007
Mr. Pringle was compensated under an unsigned employment arrangement with the
Company. The Company awarded Mr. Pringle shares of its common stock on the
following dates and at the following prices: (i) 250,000 shares on April 20,
2007 at a price of $1.38 per share or a total value of $345,000; (ii) 250,000
shares on August 1, 2007 at a price of $4.50 per share or a total value of
$1,125,000 and (iii) 300,000 shares on August 16, 2007 at a price of $2.60 per
share or a total value of $780,000 for a total share compensation of $2,250,000.
In 2006 the Company paid the rental value of three used automobiles for the use
of Mr. Pringle and two members of his family who were then also employees of the
Company. In 2007, however, the Company sold all 3 automobiles to Mr. Pringle.
Under the employment arrangement, in 2007 the Company paid for a $6,000,000 life
insurance policy on Mr. Pringle's life, $2,000,000 of which is payable to his
wife and $4,000,000 to the Company. The annual premium paid was $44,175.00 in
2007 and $37,002 in 2006, and was included in All Other Compensation.

(3) Jeffrey J. Andrews, the Chief Financial Officer, Treasurer and Corporate
Secretary, is employed pursuant to at will agreement with the Company. In 2007
Mr. Andrews received a salary of $162,439. In 2007 the Board of Directors
awarded Mr. Andrews a total of 200,000 shares of common stock pursuant to the
2007 Employees Compensation and Stock Option Plan having an aggregate value of
$579,000.We pay $344 each month for a disability policy for Mr. Andrews, and we
pay for a life insurance policy for which his family is the beneficiary. In 2007
the annual premium for the policy was $5,010 and in 2006 it was $2,748.

(4) Jeffrey J. Andrews received $69,200 as the Treasurer/CFO of Carbon Recovery
Corporation in addition to the $30,800 paid by the Company.

Employment Arrangements

Frank G. Pringle.
-----------------

Frank G. Pringle did not have a written employment agreement with the Company in
2007. Under the terms of his employment arrangement, Frank G. Pringle, the
President and CEO, received a salary of $354,166 in 2007. In 2007 the Board of
Directors awarded Mr. Pringle a total of 800,000 shares of common stock pursuant
to the 2007 Employees Compensation and Stock Option Plan having an aggregate
value of $2,250,000. We also paid an annual premium of $7,273 and $3,597 in 2007
and 2006, respectively, for a disability policy for Mr. Pringle. We paid
premiums of $44,175 and $37,002 in 2007 and 2006, respectively for a $2,000,000
life insurance policy for Mr. Pringle for which his family is the beneficiary.
Although Mr. Pringle currently serves as Chairman of the Board, President and
Chief Executive Officer, his duties as President and CEO are expected to
terminate prior to January 1, 2009 with him continuing under a consulting
agreement with the Company to perform research and development in connection
with various pending patent applications the Company currently owns. In 2006 Mr.
Pringle received compensation from both Carbon Recovery Corporation and from
Mobilestream Oil, Inc., but not from the Company. His compensation has been
assumed by the Company effective January 1, 2007.

Jeffrey J. Andrews
------------------

Jeffrey J. Andrews, the Chief Financial Officer, Treasurer and Corporate
Secretary, is employed pursuant to at will agreement with the Company. In 2007
Mr. Andrews received a salary of $162,439. In 2007 the Board of Directors
awarded Mr. Andrews a total of 200,000 shares of common stock pursuant to the
2007 Employees Compensation and Stock Option Plan having an aggregate value of
$579,000.We pay $344 each month for a disability policy for Mr. Andrews, and we
pay for a life insurance policy for which his family is the beneficiary. In 2007
the annual premium for the policy was $5,010 and in 2006 it was $2,748. In 2006
Mr. Andrews received $69,200 as the Treasurer/CFO of Carbon Recovery Corporation
in addition to the $30,800 paid by the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of March 7, 2008, information regarding the
beneficial ownership of shares of Common Stock by each person known by the
Company to own five percent or more of the outstanding shares of Common Stock,
by each of the Officers, by each of the Directors, and by the Officers and
Directors as a group. At the close of business on March 7, 2008, there were
34,206,457 shares issued and outstanding of record, not including the 17,618,094
shares of Common Stock issuable upon conversion of the 2006 Series of
Convertible Preferred Stock.

Shares of Percentage
Common as of
Name and Address of Beneficial Owners Stock 03/7/2008 (1)
------------------------------------- ----- -------------

Frank G. Pringle 17,987,094(2) 34.33%
109 Bortons Road
Marlton, New Jersey 08053

Jeffrey J. Andrews -100,000-(3) -0.005%-(3)
8 Cushman Road
Rosemount, Pennsylvania 19010

Jeffrey T. Kimberly -0- -0-
462 Oakshade Road
Shamong, New Jersey 08088

Frederick A. Clark -0- -0-
321 N. Front Street
Harrisburg, Pennsylvania 17101

Kim Thorne O'Brien -25,000-(4) -0-
19 Sawmill Road
Medford, New Jersey 08055

Jonathan L. Simon -15,000- 0.001%
1722 Garfield Avenue
Wyomissing, PA 19610

Lois Augustine Pringle 1,520,171(5) 8.8%
109 Bortons Road
Marlton, New Jersey 08053

Olde Monmouth Stock Transfer Co., Inc., Trustee
Carbon Recovery Corporation
Liquidating Trust 11,188,996(6) -0-(6)
200 Memorial Parkway
Atlantic Higlands, New Jersey 07716

Olde Monmouth Stock Transfer Co., Inc., Trustee
Mobilestream Oil, Inc.
Liquidating Trust 11,145,225 -0-(7)
200 Memorial Parkway
Atlantic Higlands, New Jersey 07716
All Directors and Officers as a Group (5 persons) 18,102,094(2),(3) 34.33%

------------

(1) Based on a total of 51,824,551 shares calculated by adding the 17,618,094
shares of Common Stock issuable upon conversion of the 2006 Series of
Convertible Preferred Stock to the 34,206,457 shares issued and outstanding as
of March 7, 2008, without including shares issuable upon exercise of warrants or
stock options.

(2) Includes 17,618,094 shares of Common Stock obtainable upon conversion of
35,236,188 shares of the Company's 2006 Series of Convertible Preferred Stock
owned by Mr. Pringle, 119,000 shares distributable to Mr. Pringle from the
Carbon Recovery Corporation Liquidating Trust as a shareholder of Carbon
Recovery Corporation, and 250,000 shares of Common Stock owned by Mr. Pringle.
The voting percentage is calculated as if Mr. Pringle converted all of his 2006
Series of Preferred Stock to common stock. However, the 2006 Series of
Convertible Preferred Stock have 2 votes per share and vote together with the
common stock on all issues presented to stockholders for a vote. Therefore,
prior to conversion of the 2006 Series, Mr. Pringle's voting percentage is
actually 51.27%. Does not include 1,520,171 shares of common stock of Carbon
Recovery Corporation held by Lois Augustine-Pringle, Mr. Pringle's wife, in
which he disclaims a beneficial interest.

(3) Does not include common stock purchase options to purchase 200,000 shares of
the Company's Common Stock, 20% of which have not yet vested and are therefore
not exercisable.

(4) Kim Thorne O'Brien does not own shares of the Company as such; she owns
25,000 shares of Carbon Recovery Corporation which are convertible into the same
number of shares of the Company's Common Stock upon effectiveness of a
Registration Statement on Form S-1 the Company has filed with the Securities and
Exchange Commission for all holders of shares of Carbon Recovery Corporation
common stock. In addition, Ms. O'Brien owns 25,000 warrants to purchase 25,000
of Carbon Recovery common stock which will be converted to purchase 25,000
shares of the Company's Common Stock upon the effectiveness of the S-1
Registration Statement.

(5) Lois Augustine-Pringle does not own shares of the Company as such; she owns
1,520,171 shares of Carbon Recovery Corporation which are convertible into the
same number of shares of the Company's Common Stock upon effectiveness of a
Registration Statement on Form S-1 the Company has filed with the Securities and
Exchange Commission for all holders of shares of Carbon Recovery Corporation
common stock. Does not include 369,000 shares of Common Stock and 35,236,188
shares of 2006 Series of Convertible Preferred Stock held by Frank G. Pringle,
Ms. Pringle's husband.

(6) 48,688,996 shares of Common Stock the Company issued for the acquisition of
the assets of Carbon Recovery Corporation was subsequently reduced to 11,188,996
shares by the cancellation of 37,500,000 shares of the Company's Common Stock
indirectly owned by the Company in the Carbon Recovery Liquidating Trust after
the acquisition of the assets of Mobilestream Oil, Inc. which had owned the
37,500,000 shares of Carbon Recovery Corporation.

(7) Old Monmouth Stock Transfer Co., Inc. is the Trustee of both Liquidating
Trusts; it has no beneficial interest in the shares held in the trusts. With the
exceptions of Frank G. Pringle and Lois Augustine Pringle, no person or entity
has a 5% or greater interest in the Company as the result of his/her/its
beneficial interest in either Liquidating Trust.

CHANGES IN CONTROL

On September 22, 2006, the Company acquired the assets and development stage
business of Carbon Recovery Corporation. In conjunction with that transaction,
we issued 48,688,996 shares of our Common Stock, which represented a controlling
interest. Mary K. Radomsky, as the Company's sole director, elected Frank G.
Pringle and Jeffrey J. Andrews as directors and then resigned as a director and
as the sole officer. The newly-elected directors then appointed Frank G. Pringle
as the President/CEO and Jeffrey J. Andrews as the Secretary/Treasurer/CFO.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

Since April 1, 2006, the beginning of the fiscal year ended December 31, 2006,
the Company engaged in two transactions for the acquisition of assets and
businesses where related persons had an interest. These have been described
elsewhere in this Annual Report; however, in summary, the transactions were:

1. The acquisition of the assets of Carbon Recovery Corporation on
September 22, 2006; and

2. The acquisition of the assets of Mobilestream Oil, Inc. on December 31,
2006.

Frank G. Pringle, the Company's Chairman, President and CEO, was elected to the
Board of the Company in connection with the closing of the Carbon Recovery
acquisition. Mr. Andrews, the Company's Secretary, Treasurer and CFO, was also
elected to the Board at that time, following which they appointed themselves to
the respective offices.

During the period since September 22, 2006 when the Company acquired the assets
of Carbon Recovery Corporation, the Company has had various transactions with
Mr. Pringle and Mr. Andrews.

Mr. Pringle. Mr. Pringle is the inventor of the variable microwave technology
embodied in the four patent applications which he assigned to a predecessor of
Mobilestream Oil, Inc. and which is now owned by the Company as the result of
the acquisition of the assets of Carbon Recovery Corporation described above.
Mr. Pringle had owned shares of Mobilestream Oil, Inc.'s Common Stock, which had
been converted into 503,374,112 shares of Mobilestream's 2006 Series of
Convertible Preferred Stock. When the Company's acqired the assets of

Mobilestream Oil, Inc., in addition to the issuance of 11,145,225 shares of the
Company's Common Stock for the holders of Mobilestream's Common Stock, the
Company issued 35,250,287 shares of its own 2006 Series of Convertible Preferred
Stock to Mr. Pringle (the sole holder of Mobilestream's 2006 Series) using the
same conversion ratio as for the Common Stock. Initially, each share of the
Company's 2006 Series of Convertible Preferred Stock was convertible into 2
shares of the Company's Common Stock, but prior to January 1, 2009 conversion is
limited to that number of shares of Common Stock which is less than 4.99% of the
issued and outstanding shares of Common Stock after conversion. In October 2007,
Mr. Pringle and the Company agreed to amend the conversion terms of the
Company's 2006 Series such that each share of our 2006 Series is now convertible
into 1/2 of 1 share of our Common Stock and an amended Certificate of
Designation was filed with the Nevada Secretary of State in January 2008. Each
share of the 2006 Series has 2 votes per share, voting with the Common Stock as
a single class, and elects a majority of the Board of Directors.

On May 17, 2007 we purchased 94,961 shares of our common stock for $66,471 in
cash from Ms. Lois Pringle, the wife of Mr. Frank G. Pringle, our President and
Chief Executive Officer.

On November 28, 2007 the Company's Chief Financial Officer, Jeffrey J. Andrews,
lent $150,000 to the Company. The loan does not have a specified date and bears
interest at the rate of 2% above the prime rate. The loan is not evidenced by a
written promissory note. Interest accrues monthly in the amount of $1,187, and
will be paid together with the principal amount at the time the loan falls due
which is linked to the Company's receipt of an aggregate amount of $5,000,000
from one or more financings.

In 2007 the Company issued a total of 505,040 warrants to two individuals, one
of whom is currently a director of our Company, as part of a transaction
pursuant to which they purchased shares of the Company's common stock in a
private sale transaction with Lois Pringle, the wife of the Company's CEO.

ITEM 13. EXHIBITS

Exhibits required by Item 601 of Regulation S-K. The following exhibits are
filed as a part of, or incorporated by reference into, this Report:

Number Description
------ -----------

3.1 Certificate of Incorporation of E-mail Mortgage.com, Inc., filed as
Exhibit 3 to the Company Registration Statement on Form SB-2 SEC File
Number 333-51058 filed on December 21, 2002 (the "2002 Registration
Statement") and incorporated herein by reference

3.1.1 Certificate of Amendment of Articles of Incorporation, filed as Exhibit
3(i) to the Company's Registration Statement on Form 8-A, filed on
September 17 2002 (the "2004 Registration Statement"), and incorporated
herein by reference.

3.1.2 Certificate of Amendment to the Articles of Incorporation filed as
Graphic to the Company's 2004 Registration Statement filed on September
17, 2004, and incorporated herein by reference.

3.1.3 Certificate of Designation of Series A Convertible Preferred Stock,
filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, dated
September 17, 2004, filed on February 23, 2005, and incorporated herein
by reference.

3.2 Company Bylaws, filed as Exhibit 3 to the Company 2002 Registration
Statement filed on December 21, 2002 (the "2002 Registration
Statement") and incorporated herein by reference.

3.2(ii) Company Amended By-laws filed as Graphic to the Company Registration
Statement on Form 8-A filed on September 17, 2004 (the "2004
Registration Statement"), and incorporated by reference.

3.1.5 Amendment to Articles of Incorporation of the Company filed as Exhibit
A to the Company's Information Statement on Schedule 14C, SEC File
Number 000-50944, dated December 11, 2007, filed December 26, 2007, and
incorporated herein by reference

3.1.6 Amendment to Certificate of Designation for 2006 Series of Convertible
Preferred Stock of the Company filed as Exhibit B to the Company's
Information Statement on Schedule 14C, SEC File Number 000-50944, dated
December 11, 2007, filed December 26, 2007, and incorporated herein by
reference.

4.1 Specimen Common Stock Certificate filed as Exhibit 4.1 to the Company's
2002 Registration Statement filed on December 21, 2002, and
incorporated herein by reference.

4.2 $25,000 8% Convertible Debenture issued September 15, 2004 from the
Company to Javelin Holdings, Inc. filed as Exhibit 4 to the Company's
Current Report on Form 8-K filed on November 15, 2004, and incorporated
herein by reference.

4.3 Form of 8% Convertible Debenture filed as Exhibit 4.1 to the Company's
Current Report on Form 8-K, dated September 17, 2004, filed on February
23, 2005, and incorporated herein by reference.

4.4 2004 Stock Option Plan filed as Exhibit 4 to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2004, filed on
July 17, 2005, and incorporated herein by reference.

4.5 2007 Employee Compensation and Stock Option Plan filed as Exhibit 10.7
to the Company's Registration Statement on Form S-8, SEC File Number
333-141442, filed on March 20, 2007, and incorporated herein by
reference.

4.6 Warrant dated December 21, 2007 for 625,000 shares of the Company's
common stock issued to Professional Offshore Opportunity Fund, Ltd.
("PROOF") filed as Exhibit 10.7 to the Company's Current Report on Form
8-K for the period ended December 21, 2007, filed on December 21, 2007,
and incorporated herein by reference.

4.7 2008 Employees Compensation Plan filed as Exhibit 10.7 to the Company's
Registration Statement on Form S-8, SEC File Number 333-148916, filed
January 29, 2008, and incorporated herein by reference.

10.1 Agreement and Plan of Reorganization dated as of October 29, 2003,
2001, by and between Advanced Healthcare Technologies, Inc. and
Nutratek, Ltd., filed as Exhibit 99 to the Company's Current Report on
Form 8-K filed on January 12, 2004, and incorporated herein by
reference.

10.2 Stock Purchase Agreement dated as of June 30, 2004 by and among
Advanced Healthcare Technologies, Inc., Richard Mangierelli and Johnny
Sanchez filed as Exhibit 2.1 to the Company's Report on Form 8-K filed
on June 30, 2004, and incorporated herein by reference.

10.3 Release and Indemnity Agreement dated as of June 30, 2004 by and among
Advanced Healthcare Technologies, Inc., Richard Mangierelli and Johnny
Sanchez filed as Exhibit 10.1 to the Company's Report on Form 8-K filed
on June 30, 2004, and incorporated herein by reference.

10.4 Articles of Merger by and between E-mail Mortgage.com, Inc. and Mariner
Health Care, Inc. dated as of July 29, 2002 filed as Exhibit pig3 to
the Company 2004 Registration Statement, and incorporated herein by
reference.

10.5 Operating Agreement dated as of January 11, 2005 by and between Global
Resource Corporation and Well Renewal, LLC filed as Exhibit 10.1 to the
Company's Current Report on Form 8-K, dated September 17, 2004, filed
on February 23, 2005, and incorporated herein by reference.

10.6 Agreement and Plan of Reorganization dated as of July 26, 2006 by and
between Global Resource Corporation and Carbon Recovery Corporation
filed as Exhibit 10.3 to the Company's Current Report on Form 8-K,
dated July 26, 2006, filed on July 26, 2006, and incorporated herein by
reference.

10.7 Form of Indemnity Agreement between the Company and each of its
directors and executive officers filed as Exhibit 10.4 to the Company's
Current Report on Form 8-K for the period September 22, 2006, filed on
September 26, 2006, and incorporated herein by reference.

10.8 Pledge Agreement dated November 18, 2005 by and between the Company and
Transnix Global Corporation filed as Exhibit 10.1 to the Company's
Report on Form 10-QSB for the period ended December 31, 2005, filed
October 31, 2006, and incorporated herein by reference.

10.9 Settlement Agreement dated December 15, 2005 by and between the Company
and Transnix Global Corporation filed as Exhibit 10.1 to the Company's
Report on Form 10-QSB for the period ended December 31, 2005, filed
October 31, 2006, and incorporated herein by reference.

10.10 Combined Technology Agreement dated November 28, 2006 by and among the
Company, Carbon Recovery Corporation, Frank G. Pringle, Lois Augustine
Pringle, and Mobilestream Oil Corporation filed as Exhibit 10.5 to the
Company's Current Report on Form 8-K for the period ended November 28,
2006, filed on November 29, 2006, and incorporated herein by reference.

10.11 Plan and Agreement of Reorganization dated as of November 28, 2006 by
and between the Company and Mobilestream Oil Corporation filed as
Exhibit 10.5 to the Company's Current Report on Form 8-K for the period
ended November 28, 2006, filed on November 29, 2006, and incorporated
herein by reference.

10.12 Securities Purchase Agreement, dated as of December 21, 2007, by and
between the Registrant and PROOF, filed as Exhibit 10.6.1 to the
Company's Current Report on Form 8-K, SEC File No. 000-50944, for the
period ended December 21, 2007, filed on December 21, 2007, and
incorporated herein by reference.

10.13 Registration Rights Agreement dated as of December 21, 2007, by and
between the Registrant and PROOF, filed as Exhibit 10.8 to the
Company's Current Report on Form 8-K, SEC File No. 000-50944, for the
period ended December 21, 2007,filed on December 21, 2007, and
incorporated herein by reference.

10.14 Escrow Agreement dated as of December 21, 2007 by and among the
Company, PROOF and Sullivan & Worcester, LLP dated as of December 21,
2007, by and between the Registrant and PROOF, filed as Exhibit 10.6.1
to the Company's Current Report on Form 8-K, SEC File No. 000-50944,
for the period ended December 21, 2007,filed on December 21, 2007, and
incorporated herein by reference.

10.15 Form of Registration Rights Agreement, filed as Exhibit 4.4 to the
Company's February 2004 8-K, and incorporated herein by reference.

23.1 Consent of Independent Auditors

31.1 Certification of Chief Executive Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The Company's principal accountants for the fiscal years ended December 31, 2006
and 2007 were Bagell, Josephs, Levine & Company, LLC.

Audit Fees
----------

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the Company's principal accountants for the audits of the
Company's annual financial statements and review of financial statements
included in the Company's 10-QSB filings were:

Fiscal Period Accountants Amount
------------- ----------- ------
December 31, 2007 Bagell, Josephs, Levine & Company, LLC $48,500
December 31, 2006 Bagell, Josephs, Levine & Company, LLC $37,000

Audit-related Fees
------------------

During the fiscal years ended December 31, 2007 and December 31, 2006, the
Company paid the principal accountants $6,560 and $20,555, respectively, for
audit related services.

Tax Fees
--------

For the fiscal years ended December 31, 2007 and December 31, 2006, the Company
paid the principal accountants $15,761 and $4,195, respectively, for tax
services, including preparation of the Company's tax returns for 2007 and 2006.

All Other Fees
--------------

None.

SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

GLOBAL RESOURCE CORPORATION
(Registrant)

By: /s/ Frank G. Pringle
--------------------------
(Signature and Title)
Frank G. Pringle, Chief Executive Officer
(Principal Executive Officer) and
Chairman of the Board of Directors

Date: March 14, 2008

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

SIGNATURE TITLE DATE

/s/ Frank G. Pringle
---------------------- Chief Executive Officer and President March 14, 2008
Frank G. Pringle (Principal Executive Officer) and
Chairman of the Board of Directors

/s/ Jeffrey J. Andrews
---------------------- Chief Financial Officer and March 14, 2008
Jeffrey J. Andrews Member of the Board of Directors
(Principal Financial Officer and
Principal Accounting Officer)

/s/ Frederick A. Clark
---------------------- Director March 14, 2008
Frederick A. Clark

/s/ Kim Thorne O'Brien
---------------------- Director March 12, 2008
Kim Thorne O'Brien

/s/ Jonathan L. Simon
---------------------- Director March 17, 2008
Jonathan L. Simon