FORM 10Q QUARTERLY REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended March 31, 2009.

or

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

For the transition period from _______________________ to ___________________________

Commission File Number: 000-51529

S2C GLOBAL SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

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

210-561-6015

(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

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APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of March 31, 2009 there were 78,859,599 shares of common stock, $0.001 par value issued and outstanding.

Explanatory Note: The purpose of this Amendment No. 1 to the report on Form 10-Q for the period ended March 31, 2009, is to include disclosure of information required pursuant to Regulation S-K and Form 10-Q which was inadvertently omitted from the original quarterly report filed on May 20, 2009. No changes have been made in this Amendment No. 1 to the financial statements filed with the original report.

This Amendment No. 1 continues to speak as of the date of the original Form 10-Q for the quarter March 31, 2009, and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the original Form 10-Q, or modified or updated those disclosures in any way other than as described in the preceding paragraphs. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the original Form 10-Q on May 20, 2009.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2009 and 2008 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. The results of operations for the periods ended March 31, 2009 and 2008 are not necessarily indicative of the operating results for the full year.

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FINANCIAL STATEMENTS

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Condensed Consolidated Financial Statements

(Presented in US dollars)

(Unaudited – Prepared by Management)

March 31, 2009

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S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Condensed Consolidated Financial Statements

(Presented in US dollars) (Unaudited – Prepared by Management)

March 31, 2009

Condensed Consolidated Balance Sheets	6
Condensed Consolidated Statements of Operations	7
Condensed Consolidated Statements of Cash Flows	8
Notes to the Condensed Consolidated Financial Statements	9 - 14

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S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Condensed Consolidated Balance Sheets
(Presented in US dollars)
(Unaudited - Prepared by Management)
			(Unaudited)
			March 31,		December 31,
			2009		2008
ASSETS
Current
	Cash	$	1,922	$	8,077
	Accounts receivable		1,446		14,899
	Due from government agency		-		66
	Prepaid expenses		1,500		6,016
	Advances to related party		-		985
			4,868		30,043
Investment in and advances to joint venture			29,738		21,217
Equipment			12,484		13,160
		$	47,090	$	64,420
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current
	Accounts payable and accrued liabilities	$	188,353	$	227,988
	Accounts payable and accrued liabilities - Related party		140,965		150,439
	Due to government agency		373		-
	Loans payable		16,158		10,974
	Loans payable - Related party		11,099		11,494
	Demand promissory notes - Related party		8,065		13,497
	Convertible promissory notes		28,200		27,532
	Sale of future earnings		199,000		175,000
			592,213		616,924
Stockholders' Equity (Deficit)
	Preferred stock, 25,000,000 shares authorized, $0.001 par value
	no shares issued		-		-
	Common stock, 200,000,000 shares authorized, $0.001 par value
	78,859,599 (2008 - 77,334,599) shares outstanding		78,859		77,334
	Additional paid-in capital		3,508,361		3,442,636
	Deficit accumulated during the development stage		(4,132,343)		(4,072,474)
			(545,123)		(552,504)
		$	47,090	$	64,420

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

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S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Condensed Consolidated Statements Of Operations
(Presented in US dollars)
(Unaudited - Prepared by Management)
			Cumulative
			from inception
			May 6, 2004 to		Three months ended
			March 31,		March 31,
			2009		2009		2008
Sales		$	1,848	$	-	$	128
Cost of sales			692		-		-
Gross profit			1,156		-		128
General and administrative expenses			4,049,143		43,134		118,730
Loss on impairment of property and equipment			282,520		-		-
Loss before other income (expense)			(4,330,507)		(43,134)		(118,602)
Other income (expense)
	Forgiveness of debt		275,564		-		-
	Interest earned		1,342		-		-
	Interest expense		(58,480)		(1,256)		-
	Loss from joint venture		(20,262)		(15,479)		-
			198,164		(16,735)		-
Net and comprehensive loss		$	(4,132,343)	$	(59,869)	$	(118,602)
Weighted average number of shares outstanding - basic and diluted					77,520,988		68,006,876
Loss per share - basic and diluted				$	(0.00)	$	(0.00)

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

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S2C GLOBAL SYSTEMS, INC.
(A Development Stage Enterprise)
Condensed Consolidated Statements of Cash Flows
(Presented in US dollars)
(Unaudited - Prepared by Management)
				Cumulative
				from inception
				May 6, 2004 to		Three months ended
				March 31,		March 31,
				2009		2009		2008
Operating Activities
	Net loss for the period		$	(4,132,343)	$	(59,869)	$	(118,602)
	Adjustments to reconcile  net loss to cash used by operating activities
		Depreciation		91,379		676		8,464
		Shares issued for management and consulting		1,989,921		67,250		58,720
		Forgiveness of debt		(275,564)		-		-
		Unrealized foreign exchange loss (gain)		71,188		(205)		(8,091)
		Interest accrued		4,435		1,276		-
		Loss on impairment of property and equipment		282,520		-		-
		Loss from joint venture		20,262		15,479		-
	Changes in operating assets and liabilities
		Receivables		(1,446)		13,519		7,640
		Prepaid expenses		(1,500)		4,516		51
		Accounts payable and accrued liabilities		476,237		(49,109)		15,632
	Net cash used by operating activities			(1,474,911)		(6,467)		(36,186)
Investing Activities
	Advances to joint venture			(50,000)		(24,000)		-
	Purchase of equipment			(239,050)		-		(868)
	Advances (to) from related party			-		985		-
	Net cash used by investing activities			(289,050)		(23,015)		(868)
Financing Activities
	Loan proceeds			91,398		5,000		7,082
	Demand promissory notes issued (repaid)			2,529		(5,673)		-
	Convertible notes issued			233,785		-		-
	Sale of future earnings			199,000		24,000		-
	Shares issued for cash			1,239,171		-		20,000
	Net cash provided by financing activities			1,765,883		23,327		27,082
Net increase in cash during the development stage				1,922		(6,155)		(9,972)
Cash, beginning of period				-		8,077		10,287
Cash, end of period			$	1,922	$	1,922	$	315
Supplemental cash flow information
	Interest paid		$	-	$	-	$	-
	Income taxes paid		$	-	$	-	$	-
Non-cash financing and investing activities
	Shares issued for accounts payable		$	68,125	$	46,000	$	-
	Shares issued for promissory notes		$	98,166	$	-	$	6,025
	Shares issued for services		$	236,671	$	21,250	$	-

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

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S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

(Presented in US dollars) (Unaudited – Prepared by Management)

March 31, 2009

1.

Nature of Operations

The Company was organized by filing articles of incorporation with the Secretary of State of the State of Nevada on March 19, 2001 as Sun Vacation Club, Inc.  There were no operations as Sun Vacation Club, Inc. and on December 4, 2002 the company changed its name to United Athletes, Inc.  Although numerous attempts were made to find funding for the Company substantial enough to support operations, in late 2003 management decided to suspend operations and discontinue attempts to raise equity capital.  Effective February 2, 2005, the Company changed its name to S2C Global Systems, Inc.

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

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

The accompanying consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements. The Company’s ability to continue as a going concern is dependent upon achieving profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time.

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

2.

Basis of Presentation

These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim consolidated financial information.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the periods ended March 31, 2009 and 2008 are not necessarily indicative of the results that may be expected for any interim period or the entire year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2008.  The Company applies the same accounting policies and methods in these condensed consolidated financial statements as those in the audited annual consolidated financial statements, except as described in Note 3.

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S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

(Presented in US dollars) (Unaudited – Prepared by Management)

March 31, 2009

3.

Recently Adopted Accounting Pronouncements

Effective January 1, 2009, the Company adopted SFAS No. 141(R),"Business Combinations" ("SFAS No. 141(R)") which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. The adoption of this standard has not had any effect on the Company's financial position, results of operations or cash flows.

Effective January 1, 2009, the Company adopted SFAS No. 160, "Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS No. 160"), which changes the accounting and reporting for minority interests, which are recharacterized as noncontrolling interests and classified as a component of equity within the consolidated balance sheet.  The adoption of this standard has not had any effect on the Company's financial position, results of operations or cash flows.

Effective January 1, 2009, the Company adopted SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS 161”), which changes the disclosure requirements for derivative instruments and hedging activities. The adoption of this standard has not had any effect on the Company's financial position, results of operations or cash flows.

4.

Investment in joint venture

During the 2008 fiscal year, the Company formed a 50% owned joint venture, Alaska Resources & Management LLC, (“ARM”) a limited liability company pursuant to the Alaska Limited Liability Company Law.  True Alaska Bottling Corporation (“TAB”) holds 42.5% of ARM, and has contributed a Bulk Water Agreement with the City of Sitka, Alaska.  The Company has agreed to use its best efforts to sell the Bulk Water available under this agreement.

As of March 31, 2009, the Company has advanced $50,000 to ARM.  The Company accounts for the joint venture using the equity method.  The Company recognized its share of the loss during the three months ended March 31, 2009, which was $15,479.

5.

Equipment

	March 31, 2009
		Accumulated	Net Book
	Cost	Amortization	Value
Computer equipment	$               2,610	$               2,361	$                  249
Bottles	21,929	9,694	12,235
	$             24,539	$             12,055	$             12,484

	December 31, 2008
		Accumulated	Net Book
	Cost	Amortization	Value
Computer equipment	$               2,610	$               2,330	$                  280
Bottles	21,929	9,049	12,880
	$             24,539	$             11,379	$             13,160

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S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

(Presented in US dollars) (Unaudited – Prepared by Management)

March 31, 2009

6.

Loans Payable

The Company is indebted to various parties for short-term loans amounting to $27,257 (2008 – $22,468), which are due on demand, unsecured, and with interest accrued annually.  Two of the loans totaling $11,099 are due to current and former officers.  The amount reported includes accrued interest of $1,159.

7.

Demand Promissory Notes

At March 31, 2009, the Company is liable for a promissory note in the amount of $6,500 and due to a company controlled by the president of S2C Canada and S2C USA, which is due on demand, and bears interest at 12% per annum.  The amount reported includes accrued interest of $1,565.

8.

Convertible Promissory Notes

a)

During the year ended December 31, 2008, the Company issued an unsecured convertible promissory note for $5,000.  The note is convertible at a rate of one common share for each $0.04 of principal and accrued interest.  The note bears interest at a rate of 15% per annum and is due on August 31, 2009.  As the market price of the shares was less than the conversion price on the date of issuance, no value was allocated to the conversion feature.  At March 31, 2009 accrued interest was $436.

b)

During the year ended December 31, 2008, the Company issued an unsecured convertible promissory note for $9,852.  The note is convertible at a rate of one common share for each $0.04 of principal and accrued interest.  The note bears interest at a rate of 10% per annum and is due on August 1, 2009.  As the market price of the shares was less than the conversion price on the date of issuance, no value was allocated to the conversion feature. At March 31, 2009 accrued interest was $653.

c)

During the year ended December 31, 2008, the Company issued an unsecured convertible promissory note for $2,500.  The note is convertible at a rate of one common share for each $0.04 of principal and accrued interest.  The note bears interest at a rate of 10% per annum and is due on June 11, 2009.  As the market price of the shares was less than the conversion price on the date of issuance, no value was allocated to the conversion feature. At March 31, 2009 accrued interest was $201.

d)

During the year ended December 31, 2008, the Company issued an unsecured convertible promissory note for $5,000.  The note is convertible at a rate of one common share for each $0.04 of principal and accrued interest.  The note bears interest at a rate of 10% per annum and is due on August 6, 2009.  As the market price of the shares was less than the conversion price on the date of issuance, no value was allocated to the conversion feature. At March 31, 2009 accrued interest was $325.

e)

During the year ended December 31, 2008, the Company issued an unsecured convertible promissory note for $4,000.  The note is convertible at a rate of one common share for each $0.04 of principal and accrued interest.  The note bears interest at a rate of 10% per annum and is due on July 21, 2009.  As the market price of the shares was less than the conversion price on the date of issuance, no value was allocated to the conversion feature. At March 31, 2009 accrued interest was $277.

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S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

(Presented in US dollars) (Unaudited – Prepared by Management)

March 31, 2009

9.

Sale of Future Earnings

The Company has entered into five agreements whereby the Company has agreed to sell an aggregate 19.9% interest in the future net earnings from the sale of bulk water, which is subject to the agreement with Alaska Resource and Management, LLC (note 4), in exchange for aggregate cash proceeds of $199,000.  The amount payable by the Company under these agreements is limited to $3,980,000.  Details of each agreement are as follows:

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

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

i.

The buyer receiving the maximum payment;

ii.

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

iii.

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

10.

Warrants

As at March 31, 2009, the Company had 745,000 (2008 – 745,000) warrants outstanding entitling the holders the right to purchase one share of common stock for each warrant held as follows:

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

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S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

(Presented in US dollars) (Unaudited – Prepared by Management)

March 31, 2009

11.

Financial Instruments

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

As of March 31, 2009 the Company had the following financial assets and liabilities denominated in Canadian dollars:

		USD equivalent		CDN dollars
Cash	$	962	$	1,214
Accounts payable	$	125,626	$	158,459
Loans payable	$	11,099	$	14,000

As of March 31, 2009 CDN dollar amounts were converted at a rate of $1.2614 Canadian dollars to $1.00 US dollar.

12.

Commitments

The Company is committed to the following:

a)

The Company is committed to pay rent for premises at $3,890 per month through February 2010.

b)

Effective July 11, 2008 through June 30, 2009, the Company entered into an agreement with Joe Dickson to act as chief financial officer of the Company, for consideration of 1,200,000 common shares of the Company valued at $0.032 per share, to be issued as follows: 300,000 within 10 days of the execution of the agreement (issued), 300,000 on October 11, 2008 (issued), 300,000 on January 11, 2009 (issued), and 300,000 on April 11, 2009.  In addition, Mr. Dickson will be entitled to receive a commission on capital raised for the Company at a rate of 8% on equity capital, and 1.5% on debt capital.

13.

Related Party Transactions

The related party transactions are as described in Notes 6, 7 and 12. At March 31, 2009 there was a total of $140,965 (2008 – $150,439) included in accounts payable for amounts owing to officers and companies controlled by current and former directors of the Company.

At March 31, 2009 there was a total of $1,446 (2008 – $15,884) for amounts receivable for rent from companies controlled by current and former directors of the Company.

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S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to Condensed Consolidated Financial Statements

(Presented in US dollars) (Unaudited – Prepared by Management)

March 31, 2009

14.

Segmented Information

Details on a geographic basis are as follows:

		March 31, 2009		December 31, 2008
Total Assets
USA	$	36,291	$	28,734
Canada		10,799		35,686
Total	$	47,090	$	64,420
Equipment
USA	$	4,093	$	4,308
Canada		8,391		8,852
Total	$	12,484	$	13,160
		Three months ended March 31,
		2009		2008
Net and Comprehensive Loss
USA	$	51,097	$	55,463
Canada		8,772		63,139
Total	$	59,869	$	118,602

15.

Common Stock Issuances

During the period ended March 31, 2009, the Company issued a total of 1,525,000 shares of common stock valued at $0.035 to $0.05 per share (total of $67,250). Current period expense was $21,250 while $46,000 offset accounts payable for amounts previously accrued.

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ITEM 2. PLAN OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENT NOTICE

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

OUR BUSINESS

HISTORICAL. We were formed as a Nevada corporation on March 19, 2001; originally under the name of Sun Vacation Club Inc.; on November 21, 2002 the name was changed to United Athletes, Inc. On February 8, 2005, after a reverse merger with S2C Global Systems Inc. (a private British Columbia corporation) we changed our name to S2C Global Systems, Inc. with the intent to focus on developing, marketing and distributing their 5-gallon bottled water vending and loading systems. S2C Global Systems (S2C-Private) the private company was incorporated in May 2004 after acquiring the intellectual property rights from Will Benedikt et al for his early version of the 5-gallon vending system. S2C-Private continued with the development of the system and market preparation with the Company assuming this role in February, 2005. S2C has generated minimal sales or revenues and only from market tests.

The Company was founded as a supplier to consumer Technology Company with its main focus in packaged water sales of the 5-gallon format. As the Company evolved and completed market testing it became apparent that the overall markets we would participate in required a smaller machine than we had designed and that it would need to carry two sizes; the 5-gallon and the 2.5 gallon.

We completed the design work and market strategies in the last quarter of 2007; we set out late in the year to secure financing to fund our roll out plans. Management soon discovered that the only financings being offered would be detrimental to the company, there was not enough money offered to do the job at hand and they were extremely dilutive. At this point management had to decide on a course of action that would see the Company potentially fund itself.

An opportunity presented itself in the last quarter of 2007 to establish a bulk water division, where the Company would broker the sales of large volumes of fresh water. It took until the 3^rd quarter of 2008 to secure the first bulk water source, the waters for sale at Sitka, Alaska. S2C formed a partnership with True Alaska Bottling Corp. (TAB) in an Alaska State limited liability corporation; Alaska Resource Management LLC (“ARM”). In ARM, TAB vended in their license from the city of Sitka for 3.3 billion gallons annually expandable to over 12 billion gallons and the Company agreed to vend in bulk water buyers.

Management is now focused on selling these waters and is working with clients from California, Mexico, India, the Middle East and Asia. We represent the water for sale at three cents ($0.03 USD) per US gallon freight on board (FOB) dockside Sitka, Alaska. Buyers must provide a standing letter of credit approved by our American bank for six months worth of volume agreed to on their accepted purchase order. As each ship load of water is certified loaded at the dock in Sitka we then draw down the agreed payment for that boatload. We currently have two food grade ships based out of Texas, on reserve, capable of hauling 70 Million gallons each.

The City of Sitka, has already built a pipeline to the shore, ARM will connect a loading system from the shore to the ships at its cost. The system is designed but not built until the first order is confirmed.

Most of the clients seeking bulk water require it for drinking water, agriculture and industry, offloading and distributing the water on the receiving end is the last of the three pieces involved in shipping bulk water. As part of the selling process the Company has to provide off loading solutions, we have provided these and now await confirmation of the first business.

We have placed the four existing AquaDucts in storage to reduce the current operating costs, until the Company has the money to place a minimum of twenty AquaDucts in one market at one time and promote the same. As part of selling the bulk water many of the clients have expressed interest in using the S2C AquaDuct system to distribute the bulk water to consumers.

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Employees

S2C’s employees are its CEO, President Alejandro Bautista, its Chief Financial Officer, Joe F. Dickson, and an office administrator. As required, the Company hires independent contractors or out sources to appropriate companies. Roderick Bartlett is the President of the Company’s two subsidiaries and managing partner of the company’s joint venture in ARM.

PLAN OF OPERATION

S2C spent the first quarter of 2009 making direct contact with potential buyers of its bulk water supplies. Our CFO concentrated on the domestic market in the USA while our Alaska Resource Management managing partner focused on establishing International markets. Through the balance of this year we will continue to secure and fulfill contracts in the continental USA focusing on California, Florida and Texas, the Middle East concentrating on Saudi Arabia and Asia concentrating on Korea. As we sell off our inventory we will continue to source and negotiate ownership of additional source waters through to December 2009.

Product Development:

We have developed the AquaDuct system as far as we can until we build our mass production facility. The bulk water product requires developing buying contacts, not the product itself.

Sales & Marketing:

System Distribution. Rather than sell the Aquaduct system outright, we elected to disseminate our equipment at our own expense. This approach gives us ownership of the residual earnings rather than a one time sale. Securing locations for lease in retail shopping centre parking lots is critical to this process. Building relationships with national and regional property managers gives us an ongoing supply of locations. These relationships have been put on hold pending the generation of cash flow significant enough to support multiple market installations.

Water Sales Overall sales of bottled water as reported by the International Bottled Water Association and Beverage Marketing Corporation continued to grow through 2007, total bottled water volume was 8.8 billion gallons, a 6.9 percent increase over 2006, and the 2007 bottled water per capita consumption of 29.3 gallons increased nearly two gallons, from 27.6 gallons per capita the previous year. Additionally, the wholesale dollar sales for bottled water exceeded $11.7 billion in 2007, a 7.8 percent increase over the $10.8 billion in 2006. ¹ Half of these volumes typically as reported by Nestlé’s and E-zine² are in the bulk categories (2.5 and 5 gallon).

Corporate Sales. “The bottled water industry is under increased scrutiny for a number of its practices. Something so seemingly healthy is the antithesis of “green.” The bottling process is very inefficient: Nestlé, for example, reports that it requires 1.86 liters of water to produce one liter of bottled water. The landfill of plastic bottles—more than 75% of bottles are never recycled—has environmentalists up in arms. The fuel usage and emissions that arise from trucking so many billions of gallons of water around the country (and shipping water around the world) has a negative environmental impact. Finally, communities that have aquifers (underground sources of water) find large water companies moving into their towns to pump and sell their water.”³ The S2C AquaDuct system addresses all of the environmental impact issues stated above and after completing a first stage roll out in Houston will be in a position to aggressively secure Corporate sales. To accelerate product distribution the Company intends to form joint ventures with established partners. In the United States non-disclosures have been signed and financial plans discussed with “O Premium Waters” of Mesa, Arizona the largest bottler in the state and Aqua Pure Bottled Water, Inc. in conjunction with Automatic Vending Services Inc. of Asheboro, North Carolina.

Finance and Administration. The Company has continued to keep its overhead costs to a minimum while it looks to secure cash flow significant enough to take it through to its operating status.

As part of establishing the Company as an Operating Company the Company has identified that its markets will be best served from the United States. The company moved its head office to San Antonio, Texas effective September 13, 2008. As part of this process a new Chief Financial Officer was engaged based in New York state effective in July 2008 and on September 14, 2008 a new CEO, Alejandro Bautista, was appointed .

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

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RESULTS OF OPERATIONS

Three Months Ended March 31, 2009 Compared with Three Months Ended March 31, 2008

Revenues. The Company generated $0 in sales revenue for the three months ended March 31, 2009 compared to $128 for the same period in 2008.

Total Operating Expenses

General and Administrative. General and administrative expenses consist primarily of salaries and related costs for our executive, administrative, finance and management personnel, as well as support services and professional service fees. These expenses decreased from $ 118,730 in the three months ended March 31, 2008 to $43,134 in the three months ended March 31, 2009. The decrease in general and administrative expenses primarily was driven by decreased management and consulting expense and decreased repairs.

Loss from Operations

Total Loss from Operations. Our loss from operations was ($59,869) for the three months ended March 31, 2009 while our loss from operations was ($118,602) for the three months ended March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

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

Net cash used in operating activities was ($6,467) for the three months ended March 31, 2009 compared with net cash used in operating activities of ($36,186) for the three months ended March 31, 2008.

Net cash provided by financing activities was $27,082 in the three months ended March 31, 2008 compared with $23,327 of cash provided by financing activities in the three months ended March 31, 2009. The cash provided by financing activities in the three months ended March 31, 2009 was $5,000 from a loan payable, and $24,000 from the sale of future earnings while repaying a demand note of $5,673. In the three months ended March 31, 2008, financing activities raised $7,082 from a loan payable and $20,000 from the sale of shares.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required by smaller reporting companies.

ITEM 4T. CONTROLS AND PROCEDURES.

(a)

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

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

Our chief executive officer and chief financial officer have concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management, that as of March 31, 2009, our disclosure controls and procedures were not effective due to the material weaknesses described in Management’s Report on Internal Control over Financial Reporting as noted in our annual report on Form 10-K for the year ended December 31, 2008.

(b)

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

No legal proceedings are threatened or pending against S2C Global Systems, Inc. or any of our officers or directors. Further, none of our officers, directors or affiliates are parties against S2C Global Systems, Inc., or have any material interests in actions that are adverse to our own.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Unless otherwise noted all Securities were sold or offered without registration in reliance on the exemption provided by Section 4(2) and/or Rule 506, Regulation D and/or Regulation S of the Securities Act. No broker was involved and no commissions were paid in any transaction.

On March 20, 2009 the Company issued 950,000 common shares in exchange for consulting services at a value of $0.05 per share.

On March 20, 2009 the Company issued 575,000 common shares in exchange for consulting services at a value of $0.035 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

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

 

No matters were submitted during the period covered by this report to a vote of security holders.

ITEM 5. OTHER INFORMATION.

None

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ITEM 6. EXHIBITS

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

Exhibit No.		Title of Document		Location
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Attached
31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		Attached
32.1		Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*		Attached
32.2		Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*		Attached

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

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SIGNATURES

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

S2C GLOBAL SYSTEMS, INC.

Date: January 11, 2010

By: /s/ Alejandro Bautista            

Alejandro Bautista, President and

Chief Executive Officer

Date: January 11, 2010

By: /s/ Joe F Dickson                   

Joe F Dickson, Treasurer and

Chief Financial Officer

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