10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2008.

£ 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.)

1650-1188 West Georgia, Vancouver, BC, Canada	V6E 4A2
(Address of principal executive offices)	(Zip Code)

604-629-2461

(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. S 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 S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). £ Yes S 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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 14, 2008 there were 68,533,020 shares of common stock, $0.001 per value issued and outstanding.

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, 2008 and 2007 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, 2007 audited financial statements. The results of operations for the periods ended March 31, 2008 and 2007 are not necessarily indicative of the operating results for the full year.

FINANCIAL STATEMENTS

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Interim Consolidated Financial Statements

(Presented in US dollars)

(Unaudited – Prepared by Management)

March 31, 2008

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Interim Consolidated Financial Statements

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

March 31, 2008


Interim Consolidated Balance Sheets		5

Interim Consolidated Statements of Operations		6

Interim Consolidated Statement of Stockholders’ Equity (Deficiency)		7 - 8

Interim Consolidated Statements of Cash Flows		9

Notes to the Interim Consolidated Financial Statements		10 - 14

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Interim Consolidated Balance Sheets

(Presented in US dollars)

(Unaudited – Prepared by Management)


		(Unaudited)		(Audited)
		March 31		December 31
		2008		2007

ASSETS
Current
Cash	$	315	$	10,287
Due from government agencies		5,546		13,186
Prepaid expenses		1,428		1,479

		7,289		24,952

Equipment (Note 4)		313,058		320,160

	$	320,347	$	345,112

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current
Accounts payable and accrued liabilities (Note 13)	$	260,521	$	253,007
Loans payable (Note 5)		23,639		16,557
Demand promissory notes (Note 6)		24,954		25,077
Convertible promissory notes (Note 7)		18,857		24,238

		327,971		318,879

Stockholders' Equity (Deficiency)
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
68,337,707 (2007 - 66,472,452) shares outstanding (Note 8)		68,337		66,472
Additional paid-in capital		3,174,739		3,091,859
Deficit accumulated during the development stage		(3,250,700)		(3,132,098)

		(7,624)		26,233

	$	320,347	$	345,112

Going concern (Note 1)
Commitments (Note 12)
Subsequent event (Note 15)

On behalf of the Board

______________________ Director ______________________ Director

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

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Interim 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		March 31
		2008		2008		2007

Sales	$	1,705	$	128	$	-

Cost of sales		692		-		-

Gross profit		1,013		128		-

Administrative expenses
Accounting and legal		183,716		14,501		19,605
Advertising and promotion		54,060		245		7,223
Amortization		72,920		8,464		6,378
Auto and travel		110,193		2,242		5,025
Bank charges and interest		53,025		1,643		7,520
Foreign exchange loss (gain)		63,328		(8,091)		4,327
Insurance		9,813		10		2,601
Management and consulting		2,123,716		43,257		215,463
Office expenses		47,941		3,131		3,058
Rent		134,980		12,109		12,730
Repairs and maintenance		63,995		-		37,489
Research and development		270,395		-		-
Shareholder services		74,771		10,085		9,127
Telephone		57,713		3,582		6,070
Transfer fees		23,572		2,815		2,385
Wages and benefits		184,481		24,737		21,533
		3,528,619		118,730		360,534

Loss before other income		(3,527,606)		(118,602)		(360,534)

Other income
Forgiveness of debt		275,564		-		73,589
Interest earned		1,342		-		-
		276,906		-		73,589

Net and comprehensive loss	$	(3,250,700)	$	(118,602)	$	(286,945)

Weighted average number of shares outstanding - basic and diluted				68,006,876		46,444,372

Loss per share - basic and diluted			$	(0.00)	$	(0.01)

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

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Interim Consolidated Statement Of Stockholders' Equity (Deficiency)

(Presented in US dollars)

(Unaudited – Prepared by Management)


							Deficit
							Accumulated
	Number				Additional		During the
	of		Par		Paid-in		Development
	shares		value		Capital		Stage		Total

Issued for subscriptions receivable	12,750,000	$	12,750	$	(6,375)	$	-	$	6,375
Issued for cash and subscriptions receivable	2,250,000		2,250		222,750		-		225,000
Issued for cash	220,668		221		25,211		-		25,432
Net loss for the period	-		-		-		(387,005)		(387,005)

Balance, December 31, 2004	15,220,668		15,221		241,586		(387,005)		(130,198)

Issued on conversion of convertible promissory notes at $0.062 per share; granted February 2, 2005	1,266,666		1,267		77,768		-		79,035
Issued on reverse takeover acquisition of United Athletes, Inc. on February 2, 2005	15,095,490		15,095		(15,095)		-		-
Issued for cash at $0.25 per share	85,422		85		21,270		-		21,355
Issued for cash at $0.10 per share	125,000		125		12,375		-		12,500
Issued in settlement of accounts payable at $0.10	175,000		175		17,325		-		17,500
Issued pursuant to management and consulting agreements at $0.25	2,175,000		2,175		541,575		-		543,750
Issued for cash at $0.25 per share	257,000		257		63,993		-		64,250
Net loss for the year	-		-		-		(1,153,147)		(1,153,147)

Balance, December 31, 2005	34,400,246		34,400		960,797		(1,540,152)		(544,955)

Issued in settlement of accounts payable at $0.25	6,000		6		1,494		-		1,500
Issued for cash at $0.125 per share	560,000		560		69,440		-		70,000
Issued pursuant to management and consulting agreements at $0.05	3,070,000		3,070		150,430		-		153,500
Cancelled previously issued for services at $0.25 per share	(150,000)		(150)		(37,350)		-		(37,500)
Issued for services at $0.05 per share	100,000		100		4,900		-		5,000
Issued in settlement of accounts payable at $0.125	25,000		25		3,100		-		3,125
Issued for cash at $0.125 per share	144,000		144		17,856		-		18,000
Issued for services at $0.14 per share	50,000		50		6,950		-		7,000
Issued for services at $0.07 per share	5,120,000		5,120		353,280		-		358,400
Issued upon conversion of convertible debt	171,526		172		16,981		-		17,153
Issued for services at $0.10 per share	100,000		100		9,900		-		10,000
Issued for cash at $0.10 per share	1,009,650		1,010		99,955		-		100,965
Issued in settlement of debt at $0.10 per share	547,950		547		54,248		-		54,795
Issued for services at $0.12 per share	585,000		585		69,615		-		70,200
Issued for services at $0.13 per share	15,000		15		1,935		-		1,950
Net loss for the year	-		-		-		(712,729)		(712,729)

Balance, December 31, 2006	45,754,372	$	45,754	$	1,783,531	$	(2,252,881)	$	(423,596)

Continued…

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

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Interim Consolidated Statement Of Stockholders' Equity (Deficiency)

(Presented in US dollars)

(Unaudited – Prepared by Management)


									Deficit
									Accumulated
	Number						Additional		During the
	of			Par			Paid-in		Development
	shares			value			Capital		Stage		Total
Issued pursuant to management and consulting agreements at $0.08 per share	2,950,000	$		2,950	$		233,050	$	-	$	236,000
Issued for services at $0.10 per share	450,000			450			44,550				45,000
Issued for services at $0.12 per share	120,000			120			14,280		-		14,400
Issued for services at $0.13 per share	90,000			90			11,610		-		11,700
Issued for cash at $0.05 per share	7,800,000			7,800			382,200		-		390,000
Issued upon conversion of convertible debt at $0.10 per share	1,117,540			1,118			110,636		-		111,754
Issued in settlement of debt at $0.10 per share	1,018,415			1,018			100,824		-		101,842
Issued for services at $0.13 per share	100,000			100			12,900		-		13,000
Issued pursuant to management and consulting agreements at $0.08 per share	1,350,000			1,350			106,650		-		108,000
Issued for cash at $0.05 per share	500,000			500			24,500		-		25,000
Issued for services at $0.035 per share	100,000			100			3,400		-		3,500
Issued for services at $0.05 per share	200,000			200			9,800		-		10,000
Issued for services at $0.035 per share	100,000			100			3,400		-		3,500
Issued for services at $0.05 per share	200,000			200			9,800		-		10,000
Issued for services at $0.05 per share	200,000			200			9,800		-		10,000
Issued for cash at $0.035 per share	1,000,000			1,000			34,000		-		35,000
Issued for cash at $0.052 per share	1,357,125			1,357			69,143		-		70,500
Issued pursuant to management and consulting agreements at $0.08 per share	1,100,000			1,100			86,900		-		88,000
Issued pursuant to management and consulting agreements at $0.13 per share	90,000			90			11,610		-		11,700
Issued pursuant to management and consulting agreements at $0.034 per share	850,000		850			28,050			-		28,900
Issued pursuant to management and consulting agreements at $0.05 per share	25,000		25			1,225			-		1,250
Net loss for the year	-		-			-			(879,217)		(879,217)

Balance, December 31, 2007	66,472,452		66,472			3,091,859			(3,132,098)		26,233

Issued for services at $0.035 per share	200,000		200			6,800			-		7,000
Issued for services at $0.0499 per share	300,000		300			14,670			-		14,970
Issued for services at $0.047 per share	250,000		250			11,500			-		11,750
Issued for cash at $0.036 per share	555,000		555			19,445			-		20,000
Issued upon conversion of convertible debt at $0.10 per share (Note 7)	60,255		60			5,965			-		6,025
Issued for services at $0.05 per share	500,000		500			24,500			-		25,000
Net loss for the period	-		-			-			(118,602)		(118,602)

Balance, March 31, 2008	68,337,707	$	68,337		$	3,174,739		$	(3,250,700)	$	(7,624)

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

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Interim 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		March 31
		2008		2008		2007

Cash provided by (used in):

Operating Activities
Net loss for the period	$	(3,250,700)	$	(118,602)	$	(286,945)
Adjustments to net loss to cash provided by operating activities
Amortization		72,920		8,464		6,378
Shares issued for services		1,765,970		58,720		211,300
Forgiveness of debt		(275,564)		-		(73,589)
Foreign exchange loss (gain)		63,302		(8,091)		4,327
Interest accrued		-		-		8,350
Changes in operating assets and liabilities
Receivables		(5,546)		7,640		-
Prepaid expenses		(1,428)		51		-
Accounts payable and accrued liabilities		415,558		15,632		58,156

		(1,215,488)		(36,186)		(72,023)

Financing Activities
Loans payable		87,569		7,082		65,357
Demand promissory notes issued (repaid)		19,782		-		-
Convertible notes issued		207,433		-		-
Shares issued for cash		1,139,171		20,000		-

		1,453,955		27,082		65,357

Investing Activity
Purchase of equipment		(238,152)		(868)		-

Net increase (decrease) in cash during the development stage		315		(9,972)		(6,666)

Cash, beginning of period		-		10,287		4,661

Cash, end of period	$	315	$	315	$	(2,005)


Supplemental cash flow information
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-

Non-cash financing and investing activities
Shares issued for accounts payable	$	60,037	$	-	$	-
Shares issued for promissory notes	$	189,727	$	6,025	$	-
Shares issued for loans	$	63,930	$	-	$	-

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

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Interim Consolidated Financial Statements

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

March 31, 2008

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., a private company, 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., a private company, 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 adjustment 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. The Company’s plans also include the dissemination of its Aquaduct product that will generate revenue by selling 5-gallon bottled water for profit. The Aquaduct product will be primarily financed through a lease financing program.

Basis of Presentation

These interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim consolidated financial information and with the instructions to Form 10-Q and Item 310(b) of Regulation S-B. 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 period ended March 31, 2008 and 2007 are not necessarily indicative of the results that may be expected for any interim period or the entire year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2007. The Company applies the same accounting policies and methods in these interim consolidated financial statements as those in the audited annual consolidated financial statements, exc ept as described in Note 3.

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Interim Consolidated Financial Statements

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

March 31, 2008

Recently Adopted Accounting Pronouncements

Effective January 1, 2008, the Company adopted SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value, and expands fair value disclosures. The adoption of this standard has not had a material effect on the Company's financial position, results of operations or cash flows.

Effective January 1, 2008, the Company adopted SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115" ("SFAS No. 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The adoption of this standard has not had a material effect on the Company's financial position, results of operations or cash flows.

Equipment


						March 31, 2008
				Accumulated		Net Book
		Cost		Amortization		Value

Computer equipment	$	2,610	$	2,157	$	453
Bottles		21,930		6,658		15,272
Vending equipment		361,438		64,105		297,333

	$	385,978	$	72,920	$	313,058


						December 31, 2007
				Accumulated		Net Book
		Cost		Amortization		Value

Computer equipment	$	2,610	$	2,100	$	510
Bottles		21,681		5,861		15,820
Vending equipment		360,325		56,495		303,830

	$	384,616	$	64,456	$	320,160

Loans Payable

There are three loans payable for $23,639 (2007 – $16,557) due on demand, unsecured, and without interest; accordingly, fair value cannot be reliably determined. Of the three loans payable, two loans totalling $13,639 (CDN$14,000) are due to directors.

Demand Promissory Notes

At March 31, 2008, the Company has issued three promissory notes which are due to a company controlled by the Company’s president and chief executive officer. All are due on demand, with interest at 12% per annum, totalling $24,954. The amount reported includes accrued interest.

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Interim Consolidated Financial Statements

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

March 31, 2008

Convertible Promissory Notes

On August 10, 2006, the Company issued one unsecured convertible promissory note for $5,000. The note bears interest at a rate of 15% per annum and was originally due on August 10, 2007 which has been extended to August 10, 2008. The note is now convertible on or before August 10, 2008 into units of the Company with each unit consisting of one common share at $0.15 per share and a one year share purchase warrant with an exercise price of $0.30. As the market price of the shares was less than the conversion price on the issue date of the convertible note, no value was allocated to the conversion feature.

On August 21, 2006, the Company issued one unsecured convertible promissory note for $10,000. The note bears interest at a rate of 15% per annum and was originally due on August 21, 2007 which has been extended to August 21, 2008. The note is now convertible on or before August 21, 2008 into units of the Company with each unit consisting of one common share at $0.15 per share and a one year share purchase warrant with an exercise price of $0.30. As the market price of the shares was less than the conversion price on the issue date of the convertible note, no value was allocated to the conversion feature.

During the period ended December 31, 2004, the Company issued one unsecured convertible promissory note for US$45,000. Prior to December 31, 2005 the note was convertible at a rate of one common share for each US$0.01 of principal and accrued interest; however on November 8, 2005 the conversion term was changed to US$0.10 of principal and accrued interest, this option was not exercised. The note bears interest at a rate of 15% per annum and was due on December 31, 2006. As the market price of the shares was less than the conversion price on the date of the amendment no value was allocated to the conversion feature. During the year ended December 31, 2007, $38,974 of the note was converted into common shares with the balance of $6,025 converted in January 2008.

Common Shares

On January 7, 2008 the Company issued 100,000 common shares in exchange for consulting services at a value of $0.035 per share.

On January 7, 2008 the Company issued 300,000 common shares in exchange for consulting services at a value of $0.0499 per share.

On January 10, 2008, the Company issued 250,000 common shares in exchange for consulting services at a value of $0.047 per share.

On January 16, 2008 the Company issued 555,000 common shares for cash proceeds of $0.036 per share.

On January 22, 2008, the Company issued 60,255 shares for convertible promissory notes in the principal amount of $6,025 valued at $0.10 per share.

On January 22, 2008 the Company issued 500,000 common shares in exchange for directors’ fees at a value of $0.05 per share.

On February 5, 2008 the Company issued 100,000 common shares in exchange for consulting services at a value of $0.035 per share.

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Interim Consolidated Financial Statements

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

March 31, 2008

Options

At March 31, 2008, the Company had Nil (2007 – Nil) stock options outstanding.

10.

Warrants

At March 31, 2008, the Company had 16,600,000 (2007 – 16,600,000) warrants outstanding entitling the holders the right to purchase one common share for each warrant held as follows:


Number of Shares	Exercise Price	Expiry Date

7,800,000	$0.10	June 29, 2008
7,800,000	$0.15	June 29, 2009
500,000	$0.10	September 28, 2008
500,000	$0.15	September 28, 2009

16,600,000

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.

At March 31, 2008 the Company had the following financial assets and liabilities in Canadian dollars:


		USD equivalent		CDN Dollars

Cash	$	180	$	185
Accounts payable	$	227,185	$	233,205
Loans payable	$	13,639	$	14,000
Demand promissory notes	$	13,639	$	14,000

At March 31, 2008 US dollar amounts were converted at a rate of $1.0265 Canadian dollars to $1.00 US dollar.

12.

Commitments

The Company has entered into consulting agreements as follows:

The Company is committed to pay rent for premises at CDN$3,856 (equivalent to US$3,890) per month through to February 2010.

The Company is committed to pay rent for an Aquaduct location at CDN$352 (equivalent to US$355) per month through to August 2008.

The Company is committed to pay rent for an Aquaduct location at $350 per month through December 31, 2008, and at $403 per month in 2009.

The Company is committed to pay rent for an Aquaduct location at $250 per month plus additional rent of $0.50 per bottle sold over 500 bottles in any given month through December 31, 2008.

The Company is committed to pay rent for an Aquaduct location at $302 per month through December 31, 2008.

The Company has not renewed any of the management compensation agreements for 2008.

S2C GLOBAL SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to the Interim Consolidated Financial Statements

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

March 31, 2008

13.

Related Party Transactions

The related party transactions are as described in Notes 5, 6 and 13. At March 31, 2008 there was a total of $43,974 (2007 – $68,550) included in accounts payable for amounts owing to companies controlled by current and former directors of the Company.

14.

Segmented Information

Details on a geographic basis as at March 31, 2008 are as follows:


		March 31, 2008		December 31, 2007
Total Assets
USA	$	14,456	$	14,182
Canada		305,891		330,930
Total	$	320,347	$	345,112

Total Equipment
USA	$	14,323	$	14,182
Canada		298,735		305,978
Total	$	313,058	$	320,160


		3 months ended March 31, 2008		3 months ended March 31, 2007

Net and Comprehensive Loss
USA	$	55,463	$	226,589
Canada		63,139		60,356
Total	$	118,602	$	286,945

15.

Subsequent Event

Subsequent to March 31, 2008 the Company issued 195,313 common shares for cash proceeds of $5,000 to a director of the Company.

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 c ompetition from much larger competitors; technological advances and failure to successfully develop business relationships.

OUR BUSINESS

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 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 its initial market tests.

S2C designs, manufactures, promotes and markets distribution/logistics systems for pre-packaged 5-gallon bottled water. S2C promotes itself through its website at www.s2cglobal.com and a series of corporate/retail packages available through the Company. The Company has established a specific mechanical system, the “Aquaduct System”, related to the operation and promotion of pre-packaged water. Currently, S2C is in the final development stages to bring its distribution/logistic system to market.

The Company installed the second generation prototype of the Aquaduct for testing in Verona, Ontario, Canada in 2005. At the same time it had the second prototype of the same design reverse engineered for the purpose of mass production and concluded the design was not efficient for mass production. The Company completed engineering/design on a third revision March 2007. The current design incorporates off the shelf components and is modular in order to facilitate global procurement and assembly. The units developed in 2007 were market tested throughout 2007 with all changes incorporated into final drawings for procurement and additional patents going forward.

The Company installed the unit tested in Verona into Montreal (Laval) in the last quarter of 2006 this original prototype is unreliable and costly to keep operational, it will be replaced upon mass production ensuing. The two units developed as the third revision were installed in Vancouver (Surrey and Richmond BC.) All three units experienced light sales resulting in the income reported. The Company originally launched its concept by accepting only its proprietary bottles in its return function, after turning away hundreds of customers as of November 2007 the Company reprogrammed its Vancouver Aquaducts to accept all 18.9 Liter bottles for return.

The truck and in-plant components of the Aquaduct system utilize the same technologies as those incorporated in the Aquaduct vending unit; they have been designed and will be built upon confirmation of the installation of 10 working Aquaducts in any of its Markets.

The Company accumulated a deficit in excess of $3,250,000 in developing the Company to this point. The Company expects to develop an assembly plant in Dallas Texas and focus on placing the S2C Aquaducts into the Houston market. This will require a minimum investment of $900,000 dollars to complete this next phase.

The S2C System

In an attempt to address the growing market for bottled water and to capitalize on the low labor costs of vending, S2C has developed a proprietary product delivery system. S2C designs, develops and distributes mechanical systems, including vending systems that automate the distribution from suppliers to consumers of bulk food products. Bulk food products include items sold in larger quantities up to 5 gallons (18 litres) and/or 47 pounds (22.3 Kg). Any product that is capable of being packaged in a cylindrical container, typically liquid or granular in nature can be delivered via the S2C System. Water is the first consumer product the Company is promoting it will be supplied to the Aquaducts through existing packagers/distributors of 5-gallon water.

The S2C Aquaduct is a modular vending unit capable of accepting empty 5-gallon recyclable plastic jugs and distributing full 5-gallon recyclable plastic jugs. The Aquaduct is intended to act as a replacement to in store retail distribution systems. Most grocery store chains in North American sell 5-gallon bottled water. The Aquaduct is intended to be a replacement system for those systems currently in place.

Current systems employed by producers, distributors and retailers of 5-gallon bottled water are labor intensive. Staff unload/load 5-gallon bottled water from the production line to warehousing, from warehousing to trucks, from trucks to transfer stations, from transfer stations to smaller trucks from these trucks to the home, offices and retailers. The retailers then unload the trucks to storage from storage to the store floor, from the store floor to customer’s cars. The returned empty bottles go through a reverse cycle of that previously described. Bottles are moved using a combination of fork lift operators, laborers and drivers. The S2C System eliminates all of the labor involved except for the truck driver; the number of drivers is reduced overall because of just in time inventory management, the Aquaducts storage capabilities and better logistics. The labor is not needed with the S2C System because machines move the bottles through the Aquaduct racking system , into the trucks and eventually into the Aquaducts.

The S2C System is a three part system comprised of: (1) an in plant system that takes the prepackaged goods from the line into an integrated storage/loading system; (2) an integrated truck storage/loading system; and (3) a retail vending unit. The vending unit sits in an accessible parking lot where an individual can drive up in their car, stop in front of the unit, retrieve their empty 5-gallon water jug if they have one, touch the ATM/POS Screen, select the transaction they want i.e. return or no return, swipe their bank card, enter their pin, place the return bottle in the return door, retrieve the full bottle, put it in the car and drive away. The truck system has a drop down over and under conveyor that hooks up at the plant or Aquaduct loading door on one end and to the continuous loop racking system in the truck. Full bottles push empty bottles either out of the Aquaduct or out of the truck. The Plant system runs from the production line through the continuo us loop racking system all the way to the loading doors using a system of conveyors.

S2C owns the technology for the S2C System and intends to generate revenue by selling the consumer product to the end user and licensing its technologies. S2C does not intend to operate any manufacturing facilities but rather intends to subcontract or joint venture with existing manufacturing companies or assembly companies. S2C obtained the rights to the original patent application with the United States Patent Office for its proprietary S2C System and will continue to secure additional patents, copyrights and trademarks as they are made available.

Governmental Regulation

S2C may be affected by jurisdictional regulators in regards to the following:

Financial transaction equipment – the Point of Sale (POS) equipment in order to offer credit card, debit card and prepaid cash card payment options. Bank and financial regulators establish protocols for electronic funds transfer, equipment used in the transfer process must be certified by the provider of the transfer network. This can affect the cost of each vending unit, operating costs and delays in supply.

Vending equipment licenses – typically vending equipment is licensed at the state or municipal level and regulated through zoning bylaws as to where the equipment can and cannot be installed. This will limit availability as to where S2C can install its equipment and may limit access to certain markets.

Food handling regulation – a variety of governmental regulations govern food safety and handling. For S2C, the prime concern is safe storage of the products it intends to sell in the vending system. Each of the vending units must be tamper proof and climate controlled to insure safe distribution.

Transportation regulation – various regulations dictate the size of shipments on public highways. S2C’s Aquaduct vending unit has been designed to comply with North American transport regulation with regard to size and weight so they may be freely shipped to market without restriction.

Electrical and mechanical product standards – a variety of public safety departments dictate electrical and mechanical standards to ensure product safety. Safety underwritings such as Underwriters Laboratories (UL) or Canadian Standards Association (CSA) are required on some components used in the Aquaduct. The Company intends to use UL/CSA approved components where required. Where underwriter’s labels are absent or additional inspection is required under local jurisdiction the appropriate approvals will be obtained prior to installation. The Company’s inability to obtain an underwriting or certification from a required laboratory or association will limit the ability to place the S2C Systems in the market. The Aquaduct currently has electrical certification from the Electrical Safety Authority, a body responsible for public electrical safety in Ontario, Canada.

Competition

The Company’s research indicates there are no existing automated vending systems in existence for pre-packaged 5-gallon bottled water; however there are several vending systems for u-fill bulk bottled water. These include Glacier Water (AMEX-HOO) and Culligan.

The existing distribution system used by Danone Waters of North America is similar to that used by most bottler/distributors it consists of bottle handling robots, fork lifts, pallet /racking systems, warehousing, freight trucks, transfer stations, delivery trucks and in store racking. The existing in plant systems require significant capital to setup, manpower to operate, and other significant operating costs such as fuel. S2C’s Aquaduct system can eliminate the cost of the fork lifts and operators, robots, pallets/racking, delivery trucks and operators and the transfer stations. Estimates by S2C’s management put the distribution costs under the Aquaduct system as much as 65% lower than the existing distribution costs.

Currently, 5-gallon pre-packaged bottle water is available at grocery stores, big box stores, and gas stations in racks, the customer buying the water has to carry his empty bottle through the store to the customer service counter to get a credit note, pick up a new bottle in the store and carry the 42 pound bottle back to his car, the Aquaduct system sits in a single parking stall, at any of these locations or a variety of others where consumers can drive right up to the machine offering a competitive level of convenience. The Aquaducts ability to compete for these locations will come down to having the space for the Aquaduct and the drive up convenience for loading and unloading.

Employees

S2C’s employees are its President, Roderick Bartlett, its Chief Financial Officer, Harold Forzley, an office administrator and an Operations Manager. As required, the Company hires independent contractors or out sources to appropriate companies.

PLAN OF OPERATION

S2C Global’s 2007 year was focused on completing our development stage, while 2008 is set as our transition year where we intend for S2C to become a fully operating company based out of Dallas Texas.

Product Development: We identify the three components of the S2C Global Aquaduct System as follows: the retail vending system, the wholesaler’s in-truck delivery system, and the producer’s in-plant live racking system.

During 2007 we prepared for the 2008 roll out of the S2C Aquaduct System by developing our retail vending system for cost effective mass production and installation intended for a variety of venues. This process included beta testing two units in Vancouver, BC to identify design, service and consumer issues.

The results from 2007 are a more compact, simpler version of the S2C Aquaduct. This version has a smaller footprint 4’ X

14’ (old 8.6’X16’) with two lanes versus the original three lane design. One lane to dispense 5 Gallon (18.9 L), the other to dispense 2.5 Gallon (9 L) pre-packaged bottled water. At this size 6 units will fit in a container or on a truck and are easily unloaded with a HIAB drastically reducing shipping and installation costs by thousands of dollars. These smaller units carry 180 bottles versus the 192 bottles the larger units held. When a location demonstrates excessive demand on one unit a second unit can be installed beside it or in the immediate area to double up the capacity. Servicing the 2 lane unit is extremely easy compared to the issues of servicing the inside lane of a 3 lane unit.

The human interface is now a Point of Sale (POS) interface (similar to a gas pump or parking lot ticket dispenser) that directs a Vending Machine Controller (VMC). For the US market we have completed negotiations with Verizon wireless resulting in little or no cost for our wireless modems and significantly reduced data charges. The resulting cost reductions bring the S2C Aquaduct well within the original costing model of $25,000 US dollars per installed unit. The design is better suited to the broader small format real estate location (gas bars, community shopping centers) giving, what we believe to be a more versatile roll out strategy, including overseas markets.

Reducing costs and environmental impact are the goals of the supplier to consumer (S2C) system, the closer the finished product is to the consumer the more effective the system becomes. S2C has continued to work with Convergitech, Inc. a company focused on water technologies. Pursuant to a Memorandum of Understanding, Convergitech has agreed to build micro-bottling plants at the center of twenty to forty S2C Aquaducts starting with Houston, TX. S2C and Convergitech anticipate entering a formal agreement within six months. Each plant will provide pure bottled water from the air in both the 2.5 and 5 gallon formats utilizing the S2C plant and truck system.

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. The fourth quarter of 2007 was dedicated to this process resulting in one lease being secured in Houston, TX in the 1^st quarter of 2008.

Since our consumer tests we are concentrating our efforts on one market at a time starting with Houston, TX after identifying the Houston-Dallas and San Diego-San Francisco corridors as significant markets for our business. We signed our first lease in The Woodlands (Greater Houston, Texas) with TMJ Properties a regional property management firm. Centro Properties has supplied us with a list of properties for the Houston Market and lease terms have been negotiated to go forward. Weingarten Realty Investors has identified several qualifying properties for the Company to install additional S2C Aquaducts once our first installation in Houston is complete to their satisfaction.

The four machines that were built through the Company’s development stage are currently located in Montreal, QC (1), Vancouver, BC (2) and Houston, TX (1) representing over three-hundred thousand dollars of the Company’s assets and its technology. In the process of consolidating efforts the Montreal machine and eventually the Vancouver machines will all be relocated into the Texas marketplace.

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 Nestle’s and E-zine² are in the bulk categories (2.5 and 5 gallon).

¹ http://www.finewaters.com/Newsletter/April_2008/2007_US_Bottled_Water_Sales_Statistics.asp

² http://ezinearticles.com/?Bottled-Water-Statistics&id=408764

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 Hous ton 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 finalize a funding that will 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. In preparation of moving the operations to the United States the Company’s management reviewed several American cities with the view of establishing its own assembly plant and its new head-office. The Dallas-Fort Worth area was identified as the optimum location to achieve the most cost effective dissemination of the AquaDuct system. As part of this process a new Chief Financial Officer is being sought that is US based and several candidates are under review.

Conclusion. The Company is at the transition point of going from a development stage company to an operating stage company. The Company has created opportunities both domestically and internationally that will establish S2C Global as a leader in retail technologies specifically as they relate to bottled water.

³ http://blog.thenibble.com/2007/12/03/trends-bottled-water-news-blues/

RESULTS OF OPERATIONS

Three Months Ended March 31, 2008 Compared with Three Months Ended March 31, 2007

Revenues. The Company generated $128 in sales revenue for the three months ended March 31, 2008 compared to $-0- for the same period in 2007.

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 $360,534 in the three months ended March 31, 2007 to $118,730 in the three months ended March 31, 2008. 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 $118,602 for the three months ended March 31, 2008 while our loss from operations was $286,945 for the three months ended March 31, 2007.

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 2007 and for the three months ended March 31, 2008. Our principal liabilities at March 31, 2008 consisted of accounts payable, loans payable, demand promissory notes and convertible promissory notes.

Net cash used in operating activities was ($36,186)for the three months ended March 31, 2008 compared with net cash used in operating activities of ($72,023) for the three months ended March 31, 2007.

Net cash provided by financing activities was $65,357 in the three months ended March 31, 2007compared with $27,082 of cash provided by financing activities in the three months ended March 31, 2008. The cash provided by financing activities in the three months ended March 31, 2008 was $7,082 from a loan, and $20,000 from the sale of shares. In the three months ended March 31, 2007, financing activities raised $65,357 from a loan payable.

We expect our future liquidity position to meet our anticipated cash needs for working capital and capital expenditures, for at least the next 12 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 o perations 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. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2008.

Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as its President initiates, authorizes, and completes all transactions. The Company has not implemented measures that would prevent the President from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the President is aware of his responsibilities under the SEC’s reporting requirements and personally certifies the financial reports. In addition, the Company engaged a financial consultant to review all financial transactions to determine that they have been properly recorded in the financial statements. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. The Company does not think that this control deficiency has resulted in deficient financial reporting because the Company has implemented a series of manual checks and balances to verify that previous reporting periods have not been improperly modified and that no unauthorized entries have been made in the current reporting period.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is reliable.

This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this quarterly report.

(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 January 7, 2008 the Company issued 100,000 common shares in exchange for consulting services at a value of $0.035 per share.

On January 7, 2008 the Company issued 300,000 common shares in exchange for consulting services at a value of $0.0499 per share.

On January 10, 2008, the Company issued 250,000 common shares in exchange for consulting services at a value of $0.047 per share.

On January 16, 2008 the Company issued 555,000 common shares for cash proceeds of $0.036 per share.

On January 22, 2008, the Company issued 60,255 shares for convertible promissory notes in the principal amount of $6,025 valued at $0.10 per share.

On January 22, 2008 the Company issued 500,000 common shares in exchange for directors’ fees at a value of $0.05 per share.

On February 05, 2008 the Company issued 100,000 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

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.

SIGNATURES

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

S2C GLOBAL SYSTEMS, INC.

Date: May 15, 2008

By: /s/ Roderick Bartlett

Roderick Bartlett, President and Chief Executive Officer

Date: May 15, 2008

By: /s/ Harold Forzley

Harold Forzley, Treasurer and Chief Financial Officer