10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to

Commission file number: 0-17973

C2 Global Technologies Inc.

(Exact name of registrant as specified in its charter)

FLORIDA	59-2291344
(State or other jurisdiction of
Incorporation or Organization)	(I.R.S. Employer Identification No.)

40 King St. West, Suite 3200, Toronto, ON M5H 3Y2

(Address of Principal Executive Offices)

(416) 866-3000

(Registrant’s Telephone Number)

N/A

(Registrant’s Former Name)

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 and Exchange Act of 1934 during the preceding 12 months (or for such shorter time period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R 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 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, or a non-accelerated filer (as defined in Exchange Act Rule 12b-2).

Large Accelerated Filer £	Accelerated Filer £
Non-Accelerated Filer R	Smaller reporting company £

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

As of August 4, 2009, there were 22,718,309 shares of common stock, $0.01 par value, outstanding.

Explanatory Note

C2 Global Technologies Inc. (the “Company”) is filing this Amendment No. 1 (the “Amended Report”) to its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2009 (the “Original Report”) to amend and restate in Part I the unaudited condensed consolidated balance sheets as at June 30, 2009, the unaudited condensed interim consolidated statements of operations, changes in stockholders’ equity and cash flows for the periods ended June 30, 2009, Notes 1, 2, 3, 4, 5, 7, 11 and 12, Item 2 and Item 4T.  Specifically, the Company’s unaudited condensed consolidated financial statements have been restated for the three and six months ended June 30, 2009, to include two corrections in the application of accounting principles generally accepted in the United States of America: (i) the recognition of patent licensing revenue in the three months ended June 30, 2009, and (ii) the proportionate consolidation of the Company’s interests in certain Joint Ventures (as defined below and in Note 3 of the unaudited condensed consolidated financial statements included in Part I of this Amended Report).  This Amended Report does not reflect events occurring after the filing of the Original Report; nor does it modify or update those disclosures presented therein, except with regard to the modifications described in this Explanatory Note.  Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.

TABLE OF CONTENTS

Part I.	Financial Information
Item 1.	Financial Statements (as restated)
	Unaudited Condensed Consolidated Balance Sheets as at June 30, 2009 and December 31, 2008	4
	Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2009 and 2008	5
	Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the period ended June 30, 2009	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and 2008	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4T.	Controls and Procedures	43
Part II.	Other Information
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Submission of Matters to a Vote of Security Holders	45
Item 5.	Other Information	45
Item 6.	Exhibits	46

3

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements.

C2 GLOBAL TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	June 30,			December 31,
(In thousands of US dollars, except share and per share amounts)	2009			2008
	(as restated)
	(Note 2)
ASSETS
Current assets:
Cash	$	226		$	4,076
Accounts receivable		532			—
Inventory - equipment (Note 3)		2,394			—
Other current assets		41			77
Deferred income tax assets (Note 11)		—			875
Total current assets		3,193			5,028
Other assets:
Inventory – real estate (Note 3)		919			—
Asset liquidation investments (Note 3)		1,325			—
Investments (Note 8)		2,780			242
Goodwill (Note 7)		173			173
Deferred income tax assets (Note 11)		1,021			—
Total assets	$	9,411		$	5,443
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities (Note 7)	$	1,126		$	472
Debt payable to third parties (Note 9)		2,362			—
Debt payable to a related party (Note 9)		1,435			—
Total liabilities		4,923			472
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $10.00 par value, convertible, non-redeemable, authorized 10,000,000 shares, issued and outstanding 594 Class N shares at June 30, 2009 and December 31, 2008; liquidation preference of $594 at June 30, 2009 and December 31, 2008		6			6
Common stock, $0.01 par value, authorized 300,000,000 shares, issued and outstanding 22,718,309 shares at June 30, 2009 and 22,745,530 shares at December 31, 2008		227			227
Additional paid-in capital		274,672			274,761
Accumulated deficit		(270,618	)		(270,023	)
Stockholders’ equity before non-controlling interest		4,287			4,971
Non-controlling interest in subsidiary		201			—
Total equity		4,488			4,971
Total liabilities and stockholders’ equity	$	9,411		$	5,443

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

4

C2 GLOBAL TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands of US dollars, except share and per share amounts)	2009			2008			2009			2008
	(as restated)						(as restated)
	(Note 2)						(Note 2)
Revenue:
Patent licensing	$	—		$	1,900		$	—		$	8,125
Asset liquidation (Note 3)		35			—			35			—
Total revenue		35			1,900			35			8,125
Operating costs and expenses:
Patent licensing		1			1,308			2			4,492
Asset liquidation (Note 3)		—			—			—			—
Selling, general and administrative		708			280			1,095			556
Depreciation and amortization		—			5			—			10
Total operating costs and expenses		709			1,593			1,097			5,058
		(674	)		307			(1,062	)		3,067
Earnings of equity accounted asset liquidation investments (Note 3)		392			—			392			—
Operating income (loss)		(282	)		307			(670	)		3,067
Other income (expenses):
Other income		21			5			22			5
Interest expense – third party		(28	)		—			(28	)		—
Interest expense – related party		(35	)		—			(35	)		(43	)
Total other income (expenses)		(42	)		5			(41	)		(38	)
Income (loss) from continuing operations before the undernoted		(324	)		312			(711	)		3,029
Income tax expense (recovery) (Note 11)		(46	)		9			(53	)		930
Earnings of equity accounted investments (net of $0 tax)   (Note 8)		19			8			20			7
Income (loss) from continuing operations		(259	)		311			(638	)		2,106
Loss from discontinued operations (net of $0 tax)		—			(6	)		—			(6	)
Net income (loss) and comprehensive income (loss)		(259	)		305			(638	)		2,100
Net (income) loss and comprehensive (income) loss attributable to non-controlling interest		6			—			43			—
Net income (loss) and comprehensive income (loss) attributable to controlling interest	$	(253	)	$	305		$	(595	)	$	2,100
Weighted average common shares outstanding (in thousands)		22,718			23,045			22,729			23,070
Weighted average preferred shares outstanding (in thousands)		1			1			1			1
Earnings (loss) per share – basic and diluted: (Note 4)
Earnings (loss) from continuing operations
Common shares	$	(0.01	)	$	0.01		$	(0.03	)	$	0.09
Preferred shares	$	N/A		$	0.54		$	N/A		$	3.65
Loss from discontinued operations
Common shares	$	—		$	—		$	—		$	—
Preferred shares	$	N/A		$	—		$	N/A		$	—
Net earnings (loss)
Common shares	$	(0.01	)	$	0.01		$	(0.03	)	$	0.09
Preferred shares	$	N/A		$	0.54		$	N/A		$	3.65

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

5

C2 GLOBAL TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the period ended June 30, 2009

(as restated)

(in thousands of US dollars, except number of shares)

(unaudited)

	Preferred stock					Common stock						Additional paid-in			Accumulated Equity			Non- controlling
	Shares			Amount		Shares			Amount			capital			(Deficit)			interest			Total
															(as restated)						(as restated)
Balance at December 31, 2007		607		$	6		23,095,010		$	231		$	274,672		$	(275,850	)	$	—		$	(941	)
Conversion of Class N preferred stock to common stock		(13	)		—		520			—			—			—			—			—
Cancellation of common stock (Note 13)		—			—		(350,000	)		(4	)		4			—			—			—
Compensation cost related to stock options		—			—		—			—			85			—			—			85
Net income		—			—		—			—			—			5,827			—			5,827
Balance at December 31, 2008		594			6		22,745,530			227			274,761			(270,023	)		—			4,971
Capital contribution		—			—		—			—			—			—			244			244
Purchase and cancellation of common stock (Note 13)		—			—		(27,221	)		—			(125	)		—			—			(125	)
Compensation cost related to stock options		—			—		—			—			36			—			—			36
Net loss (Note 2)		—			—		—			—			—			(595	)		(43	)		(638	)
Balance at June 30, 2009		594		$	6		22,718,309		$	227		$	274,672		$	(270,618	)	$	201		$	4,488

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

6

C2 GLOBAL TECHNOLOGIES INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of US dollars)

(unaudited)

	Six months ended June 30,
	2009			2008
	(as restated)
	(Note 2)
Cash flows from operating activities:
Net income (loss) from continuing operations	$	(638	)	$	2,106
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Accrued interest added to principal of third party debt		13			—
Amortization of financing costs on debt payable to third party		15			—
Accrued interest added to principal of related party debt		35			—
Stock-based compensation expense		36			47
Earnings (loss) of equity accounted investments		(20	)		(7	)
Gain on sale of investments		(21	)		—
Depreciation and amortization		—			10
Changes in operating assets and liabilities:
Increase in accounts receivable		(532	)		—
Purchase of inventory		(3,313	)		—
Investment in asset liquidation investments		(1,325	)		—
Decrease (increase) in other assets		36			(129	)
Decrease (increase) in deferred income tax assets		(146	)		930
Increase in accounts payable and accrued liabilities		654			234
Net cash provided by (used in) operating activities by continuing operations		(5,206	)		3,191
Net cash used in operating activities by discontinued operations		—			(6	)
Net cash provided by (used in) operating activities by continuing and discontinued operations		(5,206	)		3,185
Cash flows from investing activities:
Investment in significantly influenced company		(2,621	)		—
Purchase of investments		—			(125	)
Proceeds from sale of investments		121			—
Cash distributions from significantly influenced companies		3			5
Net cash used in investing activities		(2,497	)		(120	)
Cash flows from financing activities:
Proceeds from issuance of debt payable to third parties		3,915			—
Proceeds from issuance of  note payable to a related party		2,810			—
Purchase and cancellation of common shares		(125	)		—
Non-controlling interest contribution		244			—
Repayment of debt payable to third parties		(1,581	)		—
Repayment of notes payable to a related party		(1,410	)		(2,335	)
Net cash provided by (used in) financing activities		3,853			(2,335	)
Increase (decrease) in cash		(3,850	)		730
Cash at beginning of period		4,076			67
Cash at end of period	$	226		$	797
Supplemental cash flow information:
Taxes paid	$	92		$	—
Interest paid	$	—		$	43

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

7

C2 GLOBAL TECHNOLOGIES INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts and where specifically indicated)

Note 1 – Description of Business and Basis of Presentation

These unaudited condensed consolidated financial statements include the accounts of C2 Global Technologies Inc. together with its subsidiaries, including C2 Communications Technologies Inc., C2 Investments Inc. and Counsel RB Capital LLC.  These entities, on a combined basis, are referred to as “C2”, the “Company”, “we” or “our” in these financial statements.  Our unaudited condensed consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the assets, liabilities, revenues, and expenses of all majority-owned subsidiaries over which C2 exercises control.  All significant intercompany accounts and transactions have been eliminated upon consolidation.

C2 owns certain patents, including two foundational patents in voice over internet protocol (“VoIP”) technology – U.S. Patent Nos. 6,243,373 (the “VoIP Patent”) and 6,438,124 (the “C2 Patent”) (together the “VoIP Patent Portfolio”), which it licenses.  The VoIP Patent, including a corresponding foreign patent and related international patent applications, was acquired from a third party in 2003.  At the time of acquisition, the vendor of the VoIP Patent was granted a first priority security interest in the patent in order to secure C2’s obligations under the associated purchase agreement, as discussed in Note 10.  The C2 Patent was developed by the Company.

Licensing of intellectual property constitutes the Company’s Patent Licensing operating segment.  C2’s target market consists of carriers, equipment manufacturers, service providers and end users in the internet protocol (“IP”) telephone market who are using C2’s patented VoIP technologies by deploying VoIP networks for phone-to-phone communications.  The Company has engaged, and intends to continue to engage, in licensing agreements with third parties domestically and internationally.  The Company plans to obtain ongoing licensing and royalty revenue from the target market for its patents, with the assistance of outside counsel, in order to realize value from its intellectual property.

In 2007, the Company began investing in Internet-based e-commerce businesses through its acquisition of minority positions in MyTrade.com, Inc. (sold in the fourth quarter of 2007), Buddy Media, Inc., LIMOS.com LLC (sold in the fourth quarter of 2008), and Knight’s Bridge Capital Partners Internet Fund No. I GP LLC.  A portion of the Buddy Media, Inc. investment was sold in the second quarter of 2009 for a net gain of $21.  In May 2009, the Company invested $2,621 to indirectly acquire an approximate 5% interest in Polaroid Corporation, pursuant to a Chapter 11 reorganization in a U.S. bankruptcy court.  C2’s interest will be managed by Knight’s Bridge Capital Management L.P., an affiliate of C2’s parent, Counsel Corporation (together with its subsidiaries, “Counsel”).  The Company’s investments are discussed in more detail in Note 8.

In February 2009 the Company established Counsel RB Capital LLC (“Counsel RB”).  Counsel RB is owned 75% by the Company and 25% by its Co-CEO’s.  It specializes in the acquisition and disposition of distressed and surplus assets throughout the United States and Canada, including industrial machinery and equipment, real estate, inventories, accounts receivable and distressed debt.  In addition to purchasing various types of assets, Counsel RB also arranges traditional asset disposition services such as on-site and webcast auctions, liquidations and negotiated sales.  Counsel RB commenced operations in the second quarter of 2009.  Counsel RB’s operations are discussed in more detail in Note 3.

The operations of Counsel RB constitute the Company’s Asset Liquidation operating segment.  The Company’s segments are discussed in more detail in Note 14.

We have prepared the condensed financial statements included herein, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  In our opinion, these financial statements reflect all adjustments that are necessary to present fairly the results for interim periods.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations; however, we believe that the disclosures are appropriate.  We recommend that these unaudited condensed consolidated financial statements be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

8

The results of operations for the three and six-month periods ended June 30, 2009 are not necessarily indicative of those to be expected for the entire year ending December 31, 2009.

Note 2 – Restatement

The Company’s unaudited condensed consolidated financial statements have been restated for the three and six months ended June 30, 2009, to include two corrections in the application of GAAP.  These were (i) the recognition of patent licensing revenue in the three months ended June 30, 2009, and (ii) the proportionate consolidation of the Company’s interests in certain Joint Ventures (as defined below and in Note 3).

Patent Licensing Revenue Recognition

In June 2009, the Company entered into a patent licensing agreement with an independent third party in Korea.  In connection with this agreement, the Company incorrectly recognized the initial revenue and associated costs in the quarter ended June 30, 2009.  Although C2 and the third party had negotiated the license price and terms, and persuasive evidence of an arrangement existed in the form of a signed contract, which constituted delivery of the license, collectability of the associated revenue was not sufficiently assured to warrant such recognition.

As a consequence, for the three and six months ended June 30, 2009, patent licensing revenue was overstated by $950, and associated patent licensing costs were overstated by $585, resulting in net loss being understated by $365 for the same period.  At June 30, 2009, total assets were overstated by $552 and total liabilities were overstated by $187.  There was no impact on the net cash used by continuing operations for the six months ended June 30, 2009.

Asset Liquidation Investments

In March 2010, during the audit of the Company’s consolidated financial statements for the year ended December 31, 2009, C2’s management determined that the Company had made an error, in the quarter ended June 30, 2009, in reporting its investments pursuant to partnership, joint venture and limited liability company agreements (collectively, “Joint Ventures”), and the associated revenue and costs, all related to Counsel RB.  The Company incorrectly proportionately consolidated such investments when they should have been accounted for using the equity method of accounting under GAAP.

Although the error had no impact on net income for the three and six months ended June 30, 2009, asset liquidation revenue was overstated by $3,067, asset liquidation expense was overstated by $2,675, and earnings of equity accounted asset liquidation investments were understated by $392.  At June 30, 2009, both total assets and total liabilities were overstated by $270.  For the six months ended June 30, 2009, net cash used by continuing operations was overstated by $207, and net cash from financing activities was overstated by $207.

The impact of both corrections on the unaudited condensed consolidated financial statements for the periods ended June 30, 2009 is detailed below.  The restatement also affects Notes 1, 3, 4, 5, 7, 11 and 12 to the unaudited condensed consolidated financial statements.

9

Effect of the restatements on the unaudited condensed consolidated balance sheet

	Previously reported on Form 10-Q			Patent licensing restatement			Counsel RB restatement			As restated
As at June 30, 2009	$			$			$			$
Accounts receivable		1,977			(552	)		(893	)		532
Inventory – equipment		4,009			—			(1,615	)		2,394
Other current assets		47			—			(6	)		41
Total current assets		6,259			(552	)		(2,514	)		3,193
Inventory – real estate		—			—			919			919
Asset liquidation investments		—			—			1,325			1,325
Total assets		10,233			(552	)		(270	)		9,411
Accounts payable and accrued liabilities		1,376			(187	)		(63	)		1,126
Debt payable to third parties		2,569			—			(207	)		2,362
Total liabilities		5,380			(187	)		(270	)		4,923
Accumulated deficit		(270,253	)		(365	)		—			(270,618	)
Total equity		4,853			(365	)		—			4,488
Total liabilities and stockholders’ equity		10,233			(552	)		(270	)		9,411

10

Effect of the restatements on the unaudited condensed interim consolidated statements of operations

	Previously reported on Form 10-Q			Patent licensing restatement			Counsel RB restatement			As restated
For the three months ended June 30, 2009	$			$			$			$
Patent licensing revenue		950			(950	)		—			—
Asset liquidation revenue		3,102			—			(3,067	)		35
Total revenue		4,052			(950	)		(3,067	)		35
Patent licensing expense		586			(585	)		—			1
Asset liquidation expense		2,675			—			(2,675	)		—
Total operating costs and expenses		3,969			(585	)		(2,675	)		709
Earnings of equity accounted asset liquidation investments		—			—			392			392
Operating income (loss)		83			(365	)		—			(282	)
Income (loss) from continuing operations		106			(365	)		—			(259	)
Net income (loss) and comprehensive income (loss) attributable to controlling interest		112			(365	)		—			(253	)
Earnings (loss) per share from continuing operations
Common shares	$	0.01								$	(0.01	)
Preferred shares	$	0.20									N/A
Earnings (loss) per share
Common shares	$	0.01								$	(0.01	)
Preferred shares	$	0.20									N/A
For the six months ended June 30, 2009	$			$			$			$
Patent licensing revenue		950			(950	)		—			—
Asset liquidation revenue		3,102			—			(3,067	)		35
Total revenue		4,052			(950	)		(3,067	)		35
Patent licensing expense		587			(585	)		—			2
Asset liquidation expense		2,675			—			(2,675	)		—
Total operating costs and expenses		4,357			(585	)		(2,675	)		1,097
Earnings of equity accounted asset liquidation investments		—			—			392			392
Operating loss		(305	)		(365	)		—			(670	)
Loss from continuing operations		(273	)		(365	)		—			(638	)
Net loss and comprehensive loss attributable to controlling interest		(230	)		(365	)		—			(595	)
Loss per share from continuing operations
Common shares	$	(0.01	)							$	(0.03	)
Preferred shares		N/A									N/A
Loss per share
Common shares	$	(0.01	)							$	(0.03	)
Preferred shares		N/A									N/A

11

Note 3 – Counsel RB Capital LLC

Counsel RB, which began operating in the second quarter of 2009, specializes in the acquisition and disposition of distressed and surplus assets throughout the United States and Canada, including industrial machinery and equipment, real estate, inventories, accounts receivable and distressed debt.  Counsel RB’s primary business is the purchase of various types of assets with the intent of subsequently reselling them at a profit.  In addition, it also arranges traditional asset disposition services such as on-site and webcast auctions, liquidations and negotiated sales, for which it earns commission revenue.

Counsel RB’s asset liquidation transactions are generally conducted through two different formats.  GAAP requires that they be reported separately in the consolidated financial statements.

Revenue from transactions that Counsel RB conducts directly is reported as Asset Liquidation revenue, and the associated direct costs are reported as Asset Liquidation costs.  At the balance sheet date, any unsold assets are reported as Inventory, any outstanding accounts receivable are included in the Company’s Accounts Receivable, and any associated liabilities are included in the Company’s Accrued Liabilities.  Although all inventory is expected to be sold in less than one year, real estate inventory is not recorded as a current asset.

Transactions that involve Counsel RB acting jointly with one or more additional purchasers, pursuant to a partnership, joint venture or limited liability company (“LLC”) agreement (collectively, “Joint Ventures”), require that Counsel RB’s proportionate share of the net income (loss) be reported as Earnings (Loss) of Equity Accounted Asset Liquidation Investments.  Although all of Counsel RB’s investments in Joint Ventures are expected to be sold in less than one year, they are reported on the balance sheet as non-current Asset Liquidation Investments.

In June 2009, in order to acquire certain assets for the Company’s asset liquidation business, Counsel RB acquired an arm’s length non-operating asset holding company for approximately $5,900.  The asset acquisition was accomplished by entering into an LLC Membership Interest Purchase Agreement dated as of May 28, 2009 (the “Agreement”).  A portion of the assets were acquired directly by Counsel RB and included real estate, equipment and accounts receivable totaling $4,960.  The remainder of the asset acquisition was accomplished through a $940 investment in a Joint Venture.  Counsel RB began monetizing the assets during the second quarter of 2009.  The purchase price for the acquired assets was payable as follows: (a) cash payments of approximately $2,900 were paid to or credited by the vendor on the closing date; and (b) the balance of approximately $3,000 was comprised of (i) a note payable to the vendor in the principal amount of approximately $1,400, (ii) a credit facility in the amount of approximately $1,400 and (iii) the Joint Venture’s assumption of debt, of which Counsel RB’s portion was $200.  The note and credit facility are discussed in more detail in Note 9.

Note 4 – Summary of Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Significant estimates include the assessment of collectability of revenue recognized, purchase accounting (including the ultimate recoverability of intangibles and other long-lived assets), accounts receivable valuation, inventory valuation, valuation of goodwill and intangibles, valuation of deferred income tax assets, liabilities, contingencies surrounding litigation, and stock-based compensation.  These estimates have the potential to significantly impact our consolidated financial statements, either because of the significance of the financial statement item to which they relate, or because they require judgment and estimation due to the uncertainty involved in measuring, at a specific point in time, events that are continuous in nature.

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Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  The Company maintains its cash and cash equivalents primarily with financial institutions in Toronto, Canada.  Counsel RB holds a minimum operating balance with a financial institution in New York City.  These accounts may from time to time exceed federally insured limits.  The Company has not experienced any losses on such accounts.  At June 30, 2009 and December 31, 2008, the Company did not hold any cash equivalents.

Accounts receivable

The Company’s accounts receivable are composed primarily of accounts receivable acquired by Counsel RB as a component of an asset acquisition or pursuant to an asset disposition.  They are recorded at their fair value at the acquisition or disposition date.  At each financial statement date the fair value of the outstanding accounts receivable is evaluated, and an allowance is recorded if the book value exceeds the fair value.

Inventory

The Company’s inventory consists of assets acquired for resale by Counsel RB.  They are recorded at the lower of cost and net realizable value.  Inventory is normally expected to be sold within a one-year operating cycle.

Intangible assets and goodwill

The Company accounts for intangible assets in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141(R), Business Combinations, SFAS No. 142, Goodwill and Other Intangible Assets, and Financial Accounting Standards Board (“FASB”) Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets.  All business combinations are accounted for using the purchase method.  Goodwill and intangible assets with indefinite useful lives are not amortized, but are tested for impairment at least annually.  Intangible assets are recorded based on estimates of fair value at the time of the acquisition.

The Company assesses the fair value of its intangible assets and its goodwill based upon the fair value of the Company as a consolidated entity.  Beginning in 2005, the Company’s valuation was based upon its market capitalization.  Management believed this to be the most reasonable method at the time, given the absence of a predictable revenue stream and the corresponding inability to use an alternative valuation method for the Company’s patents, such as a discounted cash flow analysis.  For the year ended December 31, 2008, given the success that the Company had realized with respect to its patent litigation, the Company was able to use a discounted cash flow analysis to value its patents.  If the carrying amount of the Company’s net assets exceeds the Company’s estimated fair value, intangible asset and/or goodwill impairment may be present.  The Company measures the goodwill impairment loss based upon the fair value of the underlying assets and liabilities, including any unrecognized intangible assets, and estimates the implied fair value of goodwill.  An impairment loss is recognized to the extent that the Company’s recorded goodwill exceeds its implied fair value.

Goodwill, in addition to being tested for impairment annually, is tested for impairment between annual tests if an event occurs or circumstances change such that it is more likely than not that the carrying amount of goodwill may be impaired.  No impairment was present upon the performance of these tests at December 31, 2008 and 2007, and no events have occurred during 2009 to suggest that the carrying amount of goodwill may be impaired.  We cannot predict the occurrence of future events that might adversely affect the reported value of goodwill.  Such events may include, but are not limited to, strategic decisions made in response to economic and competitive conditions or other factors not known to management at this time.

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Asset Liquidation Investments

Asset liquidation transactions that involve the Company acting jointly with one or more additional purchasers, pursuant to a Joint Venture agreement, require that they be accounted for using the equity method of accounting wherein the Company’s proportionate share of the Joint Venture’s net income (loss) be reported in the consolidated statement of operations as Earnings (Loss) of Equity Accounted Asset Liquidation Investments.  At the balance sheet date, the Company’s investments in Joint Ventures are reported in the consolidated balance sheet as Asset Liquidation Investments.  The Company monitors the value of the Joint Venture’s underlying assets and liabilities, and will record a writedown of its investments should the Company conclude that there has been a decline in the value of the net assets.

Investments

Equity securities that do not have a readily determinable fair value, and equity securities having underlying common stock that also does not have a readily determinable fair value, are accounted for under the cost method when the Company’s ownership interests do not allow it to exercise significant influence over the entities in which it has invested.  When the Company’s ownership interests do allow it to exercise significant influence, the investments are accounted for under the equity method.

The Company monitors all of its investments for impairment by considering factors such as the economic environment and market conditions, as well as the operational performance of, and other specific factors relating to the businesses underlying the investments.  The fair values of the securities are estimated quarterly using the best available information as of the evaluation date, including data such as the quoted market prices of comparable public companies, market price of the common stock underlying preferred stock, recent financing rounds of the investee, and other investee-specific information.  The Company will record an other than temporary impairment in the carrying value of an investment should the Company conclude that such a decline in value has occurred.

Impairments, equity pick-ups, dividends and realized gains and losses on equity securities are reported separately in the condensed consolidated statements of operations.  See Note 8 for further discussion of the Company’s investments.

Fair value of financial instruments

The fair value of financial instruments is the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.  At June 30, 2009 and December 31, 2008 the carrying values of the Company’s financial instruments, which include cash, accounts receivable, accounts payable and accrued liabilities, debt payable to third parties and a related party, approximate fair value due to their short-term nature.

Although the Company does not employ fair value accounting for any of its assets or liabilities, in assessing the fair values of its financial instruments, the Company applies the principals of SFAS No. 157, Fair Value Measurements (“SFAS No. 157”), SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115 (“SFAS No. 159”), and FSP FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active (“FSP FAS 157-3”).

Liabilities

The Company is involved from time to time in various legal matters arising out of its operations in the normal course of business.  On a case by case basis, the Company evaluates the likelihood of possible outcomes for this litigation.  Based on this evaluation, the Company determines whether a liability accrual is appropriate.  If the likelihood of a negative outcome is probable, and the amount is estimable, the Company accounts for the liability in the current period.

Net earnings (loss) per share

The Company is required, in periods in which it has net income, to calculate basic earnings per share (basic “EPS”) using the two-class method described in EITF Issue No. 03-6, Participating Securities and the Two-Class Method under SFAS Statement No. 128.  The two-class method is required because the Company’s Class N preferred shares, each of which is convertible to 40 common shares, have the right to receive dividends or dividend equivalents should the Company declare dividends on its common stock.  Under the two-class method, earnings for the period, net of any deductions for contractual preferred stock dividends and any earnings actually distributed during the period, are allocated on a pro-rata basis to the common and preferred stockholders.  The weighted-average number of common and preferred shares outstanding during the period is then used to calculate basic EPS for each class of shares.

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In periods in which the Company has a net loss, basic loss per share is calculated by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.  The two-class method is not used, because the preferred stock does not participate in losses.

Options, warrants and convertible debt are included in the calculation of diluted earnings (loss) per share, since they are assumed to be exercised or converted, except when their effect would be anti-dilutive.  For the periods ended June 30, 2009 and 2008, the net effect of including the Company’s potential common shares is anti-dilutive, and therefore diluted EPS is not presented in these condensed consolidated unaudited financial statements.

Potential common shares are as follows:

	June 30,
	2009		2008
Assumed conversion of Class N preferred stock		23,760		23,880
Assumed exercise of options and warrant to purchase shares of common stock		2,004,027		2,014,499
		2,027,787		2,038,379

Patent licensing revenue

To date, patent licensing revenue has been in the form of one-time payments for past and future use of the Company’s patented technology.  These payments were not contingent upon the occurrence or non-occurrence of any events, and the parties had no further obligations or performance commitments, or any unilateral ability to rescind the agreement.  The full payment amounts were recognized as revenue in the quarter in which the agreements were completed.  In general, patent licensing revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the Company’s price to the customer is fixed or determinable, and collection of the resulting receivable is reasonably assured.  Revenues where collectibility is not assured are recognized when the total cash collections to be retained by the Company are finalized.

Asset liquidation revenue

Asset liquidation revenue consists of Counsel RB’s proceeds from asset inventory resale.  Asset proceeds are derived from auctions and negotiated sales.  Revenue is recognized when persuasive evidence of an arrangement exists, the amount of the proceeds is fixed, delivery terms are arranged and collectability is reasonably assured.

Stock-based compensation

The Company calculates stock-based compensation in accordance with SFAS No. 123, Accounting for Stock-Based Compensation, as revised December 2004 (“SFAS No. 123(R)”).  The provisions of the Company’s stock-based compensation plans do not require the Company to settle any options by transferring cash or other assets, and therefore the Company classifies the awards as equity.  See Note 6 for further discussion of the Company’s stock-based compensation.

Income taxes

The Company records deferred taxes in accordance with SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). This statement requires recognition of deferred tax assets and liabilities for temporary differences between the tax bases of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company periodically assesses the value of its deferred tax assets, which have been generated by a history of net operating and net capital losses, and determines the necessity for a valuation allowance.  The Company evaluates which portion, if any, will more likely than not be realized by offsetting future taxable income, taking into consideration any limitations that may exist on its use of its net operating and net capital loss carryforwards.

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In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48").  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements in accordance with SFAS 109, and prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Company adopted the provisions of FIN 48 effective January 1, 2007.  See Note 11 for further discussion of the Company’s income taxes.

In the first quarter of 2006, the Company adopted SFAS No. 123(R).  Effective December 31, 2006, as provided in FASB Staff Position (FSP) No. FAS 123(R)-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards (“FSP 123(R)-3”), the Company elected to apply “the short cut method”, as outlined in FSP 123(R)-3, as the methodology for recognizing any related windfall tax benefits as a credit to additional paid-in capital.  The adoption of SFAS No. 123(R) and “the short cut method” had no immediate impact from an income tax perspective, since SFAS No. 123(R) specifically prohibits the recognition of any windfall tax benefits that have not been realized in cash or in the form of a reduction of income taxes payable.  The Company, to date, has not realized such benefits either in cash or in the form a of a reduction in income taxes payable due to the continued availability of net operating tax loss carryforwards.  The adoption of the “short cut method” will therefore only have application in the event of the Company incurring an income tax liability at a future date.

Segment reporting

Effective the second quarter of 2009, the Company operates in two business segments, patent licensing and asset liquidation.  The patent licensing segment includes all operations relating to licensing of the Company’s intellectual property.  The asset liquidation segment includes the operations of Counsel RB.

Recent accounting pronouncements

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (“SFAS No. 141(R)”) and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS No. 160”).  SFAS No. 141(R) replaces SFAS No. 141 and SFAS No. 160 amends Accounting Research Bulletin No. 51, Consolidated Financial Statements.  Together, SFAS No. 141(R) and SFAS No. 160 substantially increase the use of fair value and make significant changes to the way companies account for business combinations and noncontrolling interests.  Some of the more significant requirements are that they require more assets acquired and liabilities assumed to be measured at fair value as of the acquisition date, liabilities related to contingent consideration to be remeasured at fair value in each subsequent reporting period, acquisition-related costs to be expensed, and noncontrolling interests in subsidiaries to be initially measured at fair value and classified as a separate component of equity.  SFAS No. 141(R) and SFAS No. 160 are effective for fiscal years beginning after December 15, 2008, with early adoption prohibited.  They are to be applied prospectively, with one exception relating to income taxes.  The Company was required to adopt SFAS No. 141(R) and SFAS No. 160 effective January 1, 2009.

In April 2009, the FASB issued FASB Staff Position No. FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP FAS 141(R)-1”).  FSP FAS 141(R)-1 amends and clarifies SFAS No. 141(R)to address application issues with respect to initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination.  The FSP is effective for fiscal years beginning after December 15, 2008.  The Company was required to adopt FSP FAS 141(R)-1 effective January 1, 2009.

As the Company did not acquire any businesses during the first six months of 2009, the adoption of SFAS No. 141(R) and FSP FAS 141(R)-1 has had no impact on the Company’s consolidated statements.  The Company founded Counsel RB and made preliminary investments in it during the first quarter of 2009, before finalizing its investment in the second quarter of 2009.  Because the Company holds 75% of Counsel RB, the Company has consolidated Counsel RB in these condensed consolidated financial statements.  As a result, the Company’s financial statements report amounts related to the 25% noncontrolling interest, calculated as required by SFAS No. 160.

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In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 (“SFAS No. 161”).  SFAS No. 161 does not change FASB Statement No. 133’s scope or accounting, but does require expanded disclosures about an entity’s derivative instruments and hedging activities.  The required disclosures include:  how and why an entity is using a derivative instrument or hedging activity, how the entity accounts for derivative instruments and hedged items under FASB Statement No. 133, and how the entity’s financial position, financial performance and cash flows are affected by derivative instruments.  SFAS No. 161 also amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments (“SFAS No. 107”) to clarify that derivative instruments are subject to SFAS No. 107’s concentration-of-credit-risk disclosures.  SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008, with early adoption permitted.  The Company was required to adopt SFAS No. 161 effective January 1, 2009; its adoption has had no impact on the Company’s financial statements.

In April 2008, the FASB issued FASB Staff Position No. FSP FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”).  FSP FAS 142-3 amends the list of factors that an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under SFAS No. 142, both those acquired individually or as part of a group of other assets, and those acquired in business combinations or asset acquisitions.  The FSP also expands the disclosure requirements of SFAS No. 142.  The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years.  Although the guidance regarding an intangible asset’s useful life is to be applied prospectively only to intangible assets acquired after FSP FAS 142-3’s effective date, the disclosure requirements must be applied prospectively to all intangible assets recognized as of the effective date.  The Company was required to adopt FSP FAS 142-3 effective January 1, 2009.  As the Company did not acquire any intangible assets during the first six months of 2009, its adoption has had no impact on its operations or cash flows.

In May 2008, the FASB issued FASB Staff Position No. FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”).  FSP APB 14-1 addresses the accounting for convertible debt securities that, upon conversion, may be settled by the issuer fully or partially in cash.  It does not change the accounting for traditional types of convertible debt securities that do not have a cash settlement feature, and does not apply if, under existing GAAP for derivatives, the embedded conversion feature must be accounted for separately from the rest of the instrument.  FSP APB 14-1 became effective for fiscal years and interim periods beginning after December 15, 2008.  It is to be applied retrospectively to all past periods presented, even if the convertible debt security has matured, been converted or otherwise extinguished as of the FSP’s effective date.  The Company was required to adopt FSP APB 14-1 effective January 1, 2009; its adoption had no impact on the Company’s financial statements.

On June 25, 2008, the FASB ratified Emerging Issues Task Force Issue 07-5, Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF 07-5”).  The Task Force reached a consensus on how an entity should evaluate whether an instrument (or an embedded feature) is indexed to its own stock, how the currency in which the instrument is denominated affects the determination of whether the instrument is indexed to a company’s own stock, and how an issuer should account for market-based employee stock option valuation instruments.  EITF 07-5 became effective for fiscal years and interim periods beginning after December 31, 2008, and must be applied to outstanding instruments as of the beginning of the fiscal year of adoption, with a cumulative-effect adjustment to the opening balance of retained earnings.  Early adoption was not permitted.  The Company was required to adopt EITF 07-5 effective January 1, 2009; its adoption had no impact on the Company’s financial statements.

In April 2009, the FASB issued FASB Staff Position No. FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP FAS 107-1”).  FSP FAS 107-1 amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require publicly traded companies to make disclosures about fair value of financial instruments for interim reporting periods as well as in annual financial statements.  FSP FAS 107-1 also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods.  The FSP is effective for financial statements issued after June 15, 2009, with early application permitted.  The Company adopted FSP FAS 107-1 for the quarter ending June 30, 2009, and has included the required disclosures in these unaudited condensed consolidated financial statements.

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In April 2009, the FASB issued FASB Staff Position No. FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (“FSP FAS 115-2”).  FSP FAS 115-2 amends existing guidance for determining whether an other than temporary impairment of debt securities has occurred.  The FSP is effective for financial statements issued after June 15, 2009.  As the Company does not currently hold any debt securities, the Company’s adoption of FSP FAS 115-2 for the quarter ended June 30, 2009 did not have an impact on its financial statements.

In April 2009, the FASB issued FASB Staff Position No. FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”).  FSP FAS 157-4 provides additional guidance on the application of SFAS No. 157 in determining when a market is not active and whether a transaction is not orderly.  FSP FAS 157-4 also amends SFAS No. 157 to require disclosures in interim and annual periods of the inputs and valuation techniques used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period.  The FSP is effective for financial statements issued after June 15, 2009, with early application permitted.  As the Company’s investments are in private companies for which no active market exists, or has existed in the past, its adoption of FSP FAS 157-4 had no impact on its financial statements for the quarter ended June 30, 2009.

On May 28, 2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No. 165”).  SFAS No. 165 applies to all entities, and provides guidance on management’s assessment of events that occur after the balance sheet date but before the issuance of the financial statements.  It distinguishes between subsequent events that should and should not be recognized in the financial statements, requires disclosure of the date through which subsequent events were evaluated, and requires disclosure of certain nonrecognized subsequent events.  It requires that management assess subsequent events for both interim and annual reporting periods.  SFAS No. 165 is not expected to significantly change practice because its guidance is similar to that in previously-existing U.S. auditing literature for assessing and disclosing subsequent events.  Rather, SFAS No. 165 represents guidance directed specifically to management.  It is effective prospectively for interim or annual financial statements issued after June 15, 2009, and was therefore adopted by the Company for the quarter ended June 30, 2009.  No events have occurred subsequent to the date of these condensed consolidated financial statements that require disclosure in this Report.

Future accounting pronouncements

On June 12, 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140 (“SFAS No. 166”).  SFAS No. 166 reflects the FASB’s response to issues that entities have encountered with respect to applying FASB Statement No. 140 (“SFAS No. 140”).  It also addresses concerns raised by the SEC, members of Congress, and financial statement users about the accounting and disclosures required by SFAS No. 140 in the wake of the subprime mortgage crisis and the global credit market deterioration, and is intended to improve the accounting for transfers of financial assets.  SFAS No. 166 is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009, with early adoption prohibited.  The Company will therefore adopt SFAS No. 166 on January 1, 2010.

On June 12, 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS No. 167”).  SFAS No. 167 amends the consolidation guidance that applies to variable interest entities (VIEs), and will significantly affect the overall consolidation analysis under FASB Interpretation No. 46(R) (“FIN 46(R)”).  The amendments to the consolidation guidance affect all entities currently within the scope of FIN 46(R) as well as qualifying special-purpose entities that are outside of its scope.  An enterprise will need to reconsider its previous FIN 46(R) conclusions, including 1) whether an entity is a VIE, 2) whether the enterprise is the VIE’s primary beneficiary, and 3) what type of financial statement disclosures are required.  SFAS No. 167 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2009, with early adoption prohibited.  The Company is currently evaluating the impact that SFAS No. 167 will have on its financial statements upon its adoption on January 1, 2010.

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On June 29, 2009, the FASB issued SFAS No. 168, TheFASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 (“SFAS No. 168”).  SFAS No. 168 is intended to become the source of authoritative U.S. GAAP for nongovernmental entities, and all of the content will be considered authoritative.  As a result, the GAAP hierarchy will include only two levels of GAAP, authoritative and nonauthoritative.  SFAS No. 168 is effective for financial statements issued for interim or annual periods ending after September 15, 2009.  The Company is currently evaluating the impact that SFAS No. 168 will have on its financial statements upon its adoption by the Company in the third quarter of 2009.

The FASB, the EITF and the SEC have issued other accounting pronouncements and regulations during 2008 and 2009 that will become effective in subsequent periods.  The Company’s management does not believe that these pronouncements will have a significant impact on the Company’s financial statements at the time they become effective.

Note 5 – Liquidity and Capital Resources

At June 30, 2009 the Company had a working capital deficit of $1,730, as compared to working capital of $4,556 at December 31, 2008.  The primary contributor to the change was the commencement of Counsel RB’s operations, with its resulting use of cash to acquire assets for resale, along with the acquisition of third party debt to partially finance these transactions.  As well, the Company used cash to invest in Polaroid, and acquired related party debt in connection with financing that investment.  Cash decreased by $3,850, from $4,076 at December 31, 2008 to $226 at June 30, 2009.  At December 31, 2008, $875 of deferred income tax assets were included in current assets; at June 30, 2009 the Company’s deferred income tax assets have been reclassified as non-current.  At June 30, 2009, third party debt was $2,362 and related party debt was $1,435.  This debt is discussed in more detail in Note 9 and Note 12.

During the first six months of 2009, the Company recognized $35 in revenue from Counsel RB’s operations and $392 in earnings from its asset liquidation investments.  Minimal amounts of cash were received as interest on the Company’s bank deposits or as a distribution from its equity investment in Knight’s Bridge Capital Partners Internet Fund No. I GP LLC.  During the same period, the Company advanced approximately $358 in connection with Counsel RB operating expenses, repurchased common shares for cancellation for $125, as discussed in Note 13, and remitted $139 relating to a patent participation fee that was outstanding at December 31, 2008.  The remainder of the cash disbursements related to recurring operating expenses.

The Company’s liabilities at June 30, 2009 and December 31, 2008, totalled $4,923 and $472, respectively.  At June 30, 2009 these were composed of $3,797 of debt and $1,126 of accounts payable and accrued liabilities. At December 31, 2008, the Company’s liabilities consisted solely of accounts payable and accrued liabilities.  The Company had no other commitments at June 30, 2009 or December 31, 2008, and no off balance sheet arrangements at either date.

In 2009, the Company continued to pursue licensing and royalty agreements with respect to its patents, and has begun to trade in distressed and surplus assets through Counsel RB’s operations.  The Company expects to generate sufficient cash from these activities to meet its ongoing operating cash requirements.  Additionally, Counsel RB has a revolving credit facility in place to separately finance its purchases of assets for resale.

Ownership Structure and Capital Resources

· At June 30, 2009 the Company had stockholders’ equity attributable to the Company’s common shareholders of $4,287, as compared to $4,971 at December 31, 2008.

· The Company is 90.9% owned by Counsel.  The remaining 9.1% is owned by public stockholders.

· Beginning in 2001, Counsel invested over $100,000 in C2 to fund the development of C2’s technology and its Telecommunications business, and at December 29, 2006 C2 owed $83,582 to Counsel, including accrued and unpaid interest.  On December 30, 2006 Counsel converted $3,386 of this debt into 3,847,475 common shares of C2, and forgave the balance of $80,196.  Counsel subsequently provided net advances of $2,151 through December 31, 2007, all of which were repaid, together with accrued interest, in the first quarter of 2008.  In the second quarter of 2009, Counsel made net advances of $1,400 and accrued $35 in interest.

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Note 6 – Stock-based Compensation

At June 30, 2009, the Company had five stock-based compensation plans, which are described more fully in Note 16 to the audited consolidated financial statements contained in the most recently filed Annual Report on Form 10-K.

The Company’s total compensation cost related to stock options for the three and six months ended June 30, 2009 is $18 and $36, respectively, as compared to $25 and $47 for the same periods in 2008.  The fair value compensation costs of unvested stock options in the first six months of 2009 and 2008 were determined using the Black-Scholes Option Pricing Model for grant dates between 2004 and 2009.  Historical inputs to the model for this period included expected volatility between 79% and 229%, risk-free interest rates between 1.37% and 5.07%, expected life of 4.75 years, and an expected dividend yield of zero.

No tax benefit from stock-based compensation was recognized in the first six months of either 2009 or 2008, as no options were exercised.  The Company’s stock-based compensation had no effect on its cash flows during either period.

On March 31, 2009, 40,000 options, having an exercise price and fair value of $0.15, were granted to the Company’s independent directors in accordance with their compensation plan, which includes a grant of 10,000 options annually to each independent director on March 31 or the next business day.  These options are part of the 2003 Stock Options and Appreciation Rights Plan.  The inputs to the Black-Scholes Option Pricing Model were an expected volatility of 229%, a risk-free interest rate of 1.37%, an expected term of 4.75 years, and an expected dividend yield of zero.  These were the only options granted during the first six months of 2009.  A similar grant of 40,000 options was made during the first six months of 2008.

The following summarizes the changes in common stock options for the six months ended June 30, 2009 and 2008, respectively:

	Options			Weighted Average Exercise Price
Outstanding at December 31, 2008		979,027		$	7.73
Granted		40,000		$	0.15
Expired		(15,000	)	$	58.23
Outstanding at June 30, 2009		1,004,027		$	6.67
Options exercisable at June 30, 2009		699,027		$	9.26

	Options			Weighted Average Exercise Price
Outstanding at December 31, 2007		975,749		$	9.88
Granted		40,000		$	0.90
Expired		(1,250	)	$	78.00
Outstanding at June 30, 2008		1,014,499		$	9.44
Options exercisable at June 30, 2008		571,999		$	16.10

As of June 30, 2009, the total unrecognized stock-based compensation expense related to unvested stock options was $96, which is expected to be recognized over a weighted average period of approximately 10 months.

At June 30, 2009, all of the outstanding options had exercise prices equal to or greater than $0.15.

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The following summarizes the changes in unvested common stock options for the six months ended June 30, 2009 and 2008, respectively:

	Options			Weighted Average Grant Date Fair Value
Unvested at December 31, 2008		297,500		$	0.54
Granted		40,000		$	0.15
Vested		(32,500	)	$	0.53
Forfeited		—			—
Unvested at June 30, 2009		305,000		$	0.49

	Options			Weighted Average Grant Date Fair Value
Unvested at December 31, 2007		425,813		$	0.51
Granted		40,000		$	0.87
Vested		(23,313	)	$	0.42
Forfeited		—			—
Unvested at June 30, 2008		442,500		$	0.55

The total fair value of options vesting during the three and six months ended June 30, 2009 was $5 and $14, respectively, as compared to $9 and $10 for the same periods in 2008.  The unvested options have no associated performance conditions.  Therefore, the Company expects that, barring the departure of individual directors or employees, all of the unvested options will vest according to the standard timetable.

The following summarizes information regarding all stock options outstanding at June 30, 2009 and 2008:

June 30, 2009
Exercise price	Options Outstanding		Weighted Average Remaining Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Life (years)		Weighted Average Exercise Price
$  0.15 to $   1.39		750,000		3.78	$	0.83		445,000		3.20	$	0.89
$  1.40 to $   3.00		159,448		1.17	$	2.94		159,448		1.17	$	2.94
$  6.88 to $ 15.62		2,965		1.52	$	14.99		2,965		1.52	$	14.99
$48.76 to $ 71.26		88,083		0.49	$	58.70		88,083		0.49	$	58.70
$78.00 to $127.50		3,531		1.06	$	111.46		3,531		1.06	$	111.46
		1,004,027		3.06	$	6.67		699,027		2.38	$	9.26

21

June 30, 2008
Exercise price	Options Outstanding		Weighted Average Remaining Life (years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Remaining Life (years)		Weighted Average Exercise Price
$  0.51 to $   1.39		710,000		4.61	$	0.87		267,500		3.92	$	0.90
$  1.40 to $   3.00		159,448		2.17	$	2.94		159,448		2.17	$	2.94
$  6.88 to $ 15.62		2,965		2.52	$	14.99		2,965		2.52	$	14.99
$48.76 to $ 71.26		138,555		1.10	$	58.16		138,555		1.10	$	58.16
$78.00 to $127.50		3,531		2.06	$	111.46		3,531		2.06	$	111.46
		1,014,499		3.73	$	9.44		571,999		2.73	$	16.10

Note 7 – Composition of Certain Financial Statements Captions

The Company’s goodwill of $173 relates to an investment in a subsidiary company that holds certain of the Company’s patent rights.

Accounts payable and accrued liabilities consisted of the following:

	June 30, 2009 (as restated)		December 31, 2008
Regulatory and legal fees	$	280	$	51
Accounting, auditing and tax consulting		82		95
Patent licensing costs		—		135
Asset liquidation costs		548		—
Sales and other taxes		74		62
Remuneration and benefits		94		87
Other		48		42
Total accounts payable and accrued liabilities	$	1,126	$	472

Note 8 – Investments

The Company’s investments as at June 30, 2009 and December 31, 2008 consisted of the following:

	June 30,		December 31,
	2009		2008
Buddy Media, Inc.	$	124	$	224
Knight’s Bridge Capital Partners Internet Fund No. 1 GP LLC		18		18
Polaroid		2,638		—
Total investments	$	2,780	$	242

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Buddy Media, Inc.

On September 12, 2007, the Company acquired 303,030 shares of convertible Series A Preferred Stock of Buddy Media for a total purchase price of $100.  Buddy Media, Inc. (“Buddy Media”), a private company, is a leading developer of applications for emerging new media platforms, such as Facebook, MySpace and other social media sites.  On April 15, 2008, the Company acquired 140,636 shares of convertible Series B Preferred Stock of Buddy Media for a total purchase price of $124.  The Series B preferred shares are senior to the Series A preferred shares, but otherwise have substantially equivalent terms and conditions, including voting rights on an as-converted basis with the common stock.  On June 29, 2009, the Company sold its Series A Preferred Stock to an unrelated third party for net proceeds of $121, thereby recognizing a gain of $21.  At all times, the Company’s cumulative investment has remained less than 5% of Buddy Media on an as-converted basis.

The Company accounts for its investment under the cost method.  At each balance sheet date, the Company estimates the fair value of the securities using the best available information.  Because Buddy Media’s shares are not traded on an open market, their valuation must be based primarily on investee-specific information, which is a Level 3 input as defined by SFAS No. 157.  The Company will record an other than temporary impairment of the investment in the event the Company concludes that such impairment has occurred.

At June 30, 2009, based on its analysis of Buddy Media’s financial statements and projections as at June 30, 2009, the Company concluded that the investment’s cost is the best available estimate of its fair value.

Knight’s Bridge Capital Partners Internet Fund No. 1 GP LLC

The Company acquired a one-third interest in Knight’s Bridge Capital Partners Internet Fund No. 1 GP LLC (“Knight’s Bridge GP”), a private company, effective December 7, 2007, for a total purchase price of $20.  The additional two-thirds interest in Knight’s Bridge GP was acquired by parties affiliated with Counsel.  Knight’s Bridge GP is the general partner of Knight’s Bridge Capital Partners Internet Fund No. 1 LP (the “Fund”).  The Fund holds investments in several non-public Internet-based e-commerce businesses.  As the general partner of the Fund, Knight’s Bridge GP manages the Fund, in return for which it earns a 2% per annum management fee with respect to the Fund’s invested capital.  Knight’s Bridge GP also has a 20% carried interest on any incremental realized gains from the Fund’s investments.

The Company accounts for its investment under the equity method.  During 2008, the Company invested an additional $1 in Knight’s Bridge GP, recorded $5 as its share of Knight’s Bridge GP’s earnings, and received cash distributions of $8.  During the first six months of 2009, the Company recorded $3 as its share of Knight’s Bridge GP’s earnings and received cash distributions of $3.

At each balance sheet date, the Company estimates the fair value of its investment using the best available information as of the evaluation date.  Because Knight’s Bridge GP is a closely-held, non-public entity, this valuation must be based primarily on investee-specific information, which is a Level 3 input as defined by SFAS No. 157.  Knight’s Bridge GP’s value is directly linked to the value of the Fund, which is also a non-public entity, whose value is linked to the value of its investments.  The Company will record an other than temporary impairment of its equity investment in Knight’s Bridge GP in the event the Company concludes that such impairment has occurred.  It should be noted that at June 30, 2009, the Company’s investment in Knight’s Bridge GP is not material, and its exposure to potential losses from impairment of the Fund’s investments is limited to approximately $2.

Based on the Company’s analysis of Knight’s Bridge GP’s and the Fund’s financial statements and projections as at June 30, 2009, the Company concluded that there has been no impairment in the fair value of its investment, and that its cost is the best estimate of its fair value.

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Polaroid

Effective May 5, 2009, the Company invested $2,621 to indirectly acquire an approximate 5% interest in Polaroid Corporation, pursuant to a Chapter 11 reorganization in a U.S. bankruptcy court.  The investment was made as part of a joint venture investor group (the “JV Group”) that includes both related parties and non-related parties.  The JV Group formed two operating companies (collectively, “Polaroid”) to hold the acquired intellectual property (PLR IP Holdings, LLC) and inventory (PLR Acquisition LLC).  The Company, the related parties and two of the unrelated parties formed KPL, LLC (“KPL” or the “LLC”) to pool their individual investments in Polaroid.  The pooled investments total approximately $19 million of the aggregate purchase price of approximately $55 million.  KPL is managed by a related party, Knight’s Bridge Capital Partners Management, L.P. (the “Management LP”), who acts as the General Partner of the LLC.

C2’s investment in the LLC has two components:

· $530 of Class D units.  These units are subject to a 2% annual management fee, payable to the General Partner.  The units have a 10% preferred return, and any profits generated in addition to the preferred return, and subsequent to the return of invested capital, are subject to the Management LP’s 20% carried interest.  This investment is approximately 1% of Polaroid and approximately 2.7% of the LLC.

· $2,091 to acquire Counsel’s rights and obligations as an indirect limited partner (but not Counsel’s limited partnership interest) in Knight’s Bridge Capital Partners Fund I, L.P. (“Knight’s Bridge Fund”), a related party, with respect to the Polaroid investment.  The investment in these units is held by Knight’s Bridge Fund in the name of a Canadian limited partnership (the “LP”) comprised of Counsel (95.24%) and several Counsel related parties.  The $2,091 is Counsel’s share of the LP’s investment and was funded by Counsel.  Subsequent to making the investment in the LP, Counsel sold, to C2, the economic benefit of its indirect investment in Polaroid in return for a loan (under a pre-existing loan facility) bearing interest at 10% per annum.  C2 is also responsible for reimbursing Counsel for its share of the management fees, which are 2% of the investment.  The investment has an 8% preferred return, and subsequent to the return of invested capital, are subject to the general partner of the Knight’s Bridge Fund’s 20% carried interest.  This investment is approximately 4% of Polaroid and approximately 10.8% of the LLC.

The Company accounts for its investment in the LLC under the equity method.  During the second quarter of 2009, the Company recorded $17 as its share of earnings.

Note 9 – Debt

At June 30, 2009, the Company’s outstanding debt was $4,171.  There was no outstanding debt at December 31, 2008.  Details of the debt are as follows:

	June 30, 2009
	(as restated)
	Gross debt		Financing costs (1)			Reported debt
Promissory Note	$	1,372	$	—		$	1,372
Revolving Credit Facility		1,157		(167	)		990
Related party debt		1,435		—			1,435
		3,964		(167	)		3,797
Less current portion		3,964		(167	)		3,797
Long-term debt, less current portion	$	—	$	—		$	—

(1) Costs associated with raising debt facilities are amortized over the period of the related debt.

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Promissory note

In connection with Counsel RB’s acquisition of assets in June 2009, Counsel RB issued a promissory note with a principal amount of approximately $1.36 million (the “Promissory Note”) to the vendor.  The Promissory Note bears interest at 6% annually, with both principal and interest payable one year from the date of the issuance of the Promissory Note.  Counsel RB may pre-pay the Promisssory Note in full at any time, without penalty.  If any payment required under the Promissory Note is not paid when due, or if any default under the Promissory Note occurs, the entire principal amount and accrued but unpaid interest will become immediately due and payable at the option of the holder of the Promissory Note.  The Promissory Note contains other terms and provisions customary for agreements of this nature, and has been guaranteed by both the Company and Counsel.  At June 30, 2009 the balance of the Promissory Note, including accrued interest, was $1,372.

Revolving credit facility

Also in connection with Counsel RB’s June 2009 asset acquisition, Counsel RB arranged a revolving credit facility (the “Credit Facility”) with a U.S. bank under the terms and provisions of a certain Loan and Security Agreement, dated as of June 2, 2009 (the “Loan Agreement”), in order to finance the acquisition of eligible equipment for purposes of resale.  The Credit Facility bears interest at the greater of prime rate + 1.5%, or 5%, matures one year from the date of closing of the acquisition, and has an initial balance of approximately US $1.4 million.  The maximum borrowing available under the Credit Facility, exclusive of the initial balance, is US $7.5 million, subject to Counsel RB maintaining a 1:2 ratio of capital funds, i.e. the sum of the Company’s tangible net worth plus subordinated indebtedness, as defined in the Loan Agreement, to the outstanding balance. The amount of any advance is determined based upon the value of the eligible assets being acquired.  The Credit Facility contains other terms and provisions customary for agreements of this nature, and has been guaranteed by both the Company and Counsel.  At June 30, 2009 the balance of the Credit Facility, including accrued interest and net of deferred financing charges, was $990.

Related party debt

During the second quarter of 2009, Counsel made net advances of $1,400 to the Company under an existing loan facility (the “Counsel Loan”) that bears interest at 10%.  The primary reason for the advances was to fund the Company’s investment in Polaroid, as discussed in Note 8.  At June 30, 2009 the balance of the Counsel Loan, including accrued interest, was $1,435.

For further discussion of the Counsel Loan and other transactions with Counsel, see Note 5 and Note 12.

Warrant to purchase common stock

On October 14, 2004, the Company issued a note (the “Note”) to a third party lender, in the principal amount of $5,000, which was repaid in full in January 2007.  In addition to the Note, the Company issued a common stock purchase warrant (the “Warrant”) to the third party lender, entitling the lender to purchase up to one million shares of common stock, subject to adjustment.  The Warrant entitles the holder to purchase the stock through the earlier of (i) October 13, 2009 or (ii) the date on which the average closing price for any consecutive ten trading dates shall equal or exceed 15 times the exercise price.  The exercise price is $1.00 per share as to the first 250,000 shares, $1.08 per share for the next 250,000 shares and $1.20 per share for the remaining 500,000 shares.  The exercise price is 125%, 135% and 150% of the average closing price for the ten trading days immediately prior to the issue date of the Warrant, respectively.

The Company accounts for the Warrant in accordance with EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, and FASB Staff Position No. EITF 00-19-2, Accounting for Registration Payment Arrangements.  Accordingly, the Warrant is classified in equity in the Company’s financial statements.  At each financial statement date, the Company assesses whether there are any contingent obligations with respect to the Warrant’s registration payment arrangement.  At every assessment date, up to and including June 30, 2009, the Company’s assessment has been that payments relating to the registration payment arrangement are not probable, and therefore the Company has not recorded any liability in connection with such a payment.

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Note 10 – Patent Participation Fee

In the fourth quarter of 2003, C2 acquired the VoIP Patent from a third party.  Consideration paid was $100 plus a 35% residual payable to the third party relating to the net proceeds from future licensing and/or enforcement actions from the C2 VoIP Patent Portfolio.  Net proceeds are defined as amounts collected from third parties net of the direct costs associated with putting the licensing or enforcement in place and related collection costs.  No expense was accrued during the first six months of 2009, compared to $670 during the first six months of 2008.

Note 11 – Income Taxes

In the second quarter of 2009, the Company recognized a deferred income tax recovery of $46, increasing the aggregate net income tax recovery for the six months ended June 30, 2009 to $53.  The net tax recovery in the current year is primarily due to a change in estimate of the tax effect of available tax loss carryforwards expected to be utilized in subsequent taxation years.  The Company recorded deferred income tax expense of $930 in the six months ended June 30, 2008 as a result of the utilization of substantially all of the available tax losses previously recognized as a deferred tax asset as at December 31, 2007.

As of June 30, 2009 the unrecognized tax benefit determined pursuant to FIN 48 is $12,177.  As of March 31, 2009, such unrecognized tax benefit was determined to be $13,138.  The difference of $961 is due to a change in estimate of the balance of unrecognized tax benefits previously determined.  Due to the Company’s historic policy of applying a valuation allowance against its deferred tax assets, the effect of the above is an offsetting reduction in the Company’s valuation allowance.  Accordingly, the above reduction had no net impact on the Company’s financial position, operations or cash flow.

The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense.  Because the Company has tax loss carryforwards in excess of the unrecognized tax benefits, the Company did not accrue for interest and penalties related to unrecognized tax benefits either upon the adoption of FIN 48 or in the current period.

It is possible that the total amount of the Company’s unrecognized tax benefits will significantly increase or decrease within the next 12 months.  These changes may be the result of future audits, the application of “change in ownership” rules leading to further restrictions in tax losses arising from changes in the capital structure of the Company and/or that of its parent company Counsel, reductions in available tax loss carryforwards through future merger, acquisition and/or disposition transactions, failure to continue a significant level of business activity, or other circumstances not known to management at this time.  Any such additional limitations could require the Company to pay income taxes on its future earnings and record an income tax expense to the extent of such liability, despite the existence of tax loss carryforwards.  At this time, an estimate of the range of possible outcomes cannot be made.

Prior to 2008, the Company had a history, since 1991, of generating annual tax losses.  All loss taxation years remain open for audit pending their application against income in a subsequent taxation year.  In general, the statute of limitations expires three years from the date that a company files a tax return applying prior year tax loss carryforwards against income for tax purposes in the later year.  The Company applied historic tax loss carryforwards to offset debt forgiveness in 2006 and income for tax purposes in 2008, respectively.  The 2005 through 2008 taxation years remain open for audit.

The Company’s estimated remaining federal tax loss carryforwards at the end of June 30, 2009 were comprised of approximately $53,700 of unrestricted net operating tax losses, $33,400 of restricted net operating tax losses subject to an annual usage restriction of $2,500 per annum until 2008 and $1,700 per annum thereafter, and $34,300 of unrestricted capital losses.

The Company historically has been subject to state income tax in multiple jurisdictions. While the Company had net operating loss carryforwards for state income tax purposes in certain states where it previously conducted business, its available state tax loss carryforwards may differ substantially by jurisdiction and, in general, are subject to the same or similar restrictions as to expiry and usage described above. In addition, in certain states the Company’s state tax loss carryforwards that were attributable to certain legacy businesses sold in recent years ceased to be available to the Company following their sale.  It is possible that in the future the Company may not have tax loss carryforwards available to shield income earned for state tax purposes, and which is attributable to a particular state, from being subject to tax in that particular state.

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Note 12 – Related Party Transactions

The Company has a loan facility (the “Counsel Loan”) with Counsel, under which advances were originally made in 2003.  The Counsel Loan bears interest at 10%, compounded quarterly, and any outstanding balance is subject to an accelerated maturity in certain circumstances.  During the second quarter of 2009, Counsel made net advances of $1,400 to the Company under the Counsel Loan and accrued interest of $35, resulting in an outstanding balance of $1,435 at June 30, 2009.  No amounts were outstanding under the Counsel Loan at June 30, 2008.

For further discussion of the loan transactions with Counsel, see Note 5 and Note 9.

The Chief Executive Officer (“CEO”) of C2 is an employee of Counsel.  As CEO of C2, he is entitled to an annual salary of $138, plus a discretionary bonus of up to 100% of the base salary.  A bonus of $138 was paid for the year ended December 31, 2008.

Since December 2004, C2 and Counsel have entered into successive annual management services agreements (the “Agreement”).  Under the terms of the Agreement, C2 agrees to make payment to Counsel for ongoing services provided to C2 by certain Counsel personnel.  The basis for such services charged is an allocation, based on time incurred, of the cost of the base compensation paid by Counsel to those employees providing services to C2.  For the year ended December 31, 2008, the cost was $360.  The amounts due under the Agreement are payable within 30 days following the respective year end, subject to applicable restrictions.  Any unpaid fee amounts bear interest at 10% per annum commencing on the day after such year end.  In the event of a change of control, merger or similar event of C2, all amounts owing, including fees incurred up to the date of the event, will become due and payable immediately upon the occurrence of such event.  Counsel continued to provide these services during 2009 on the same cost basis as 2008, with the expense for the first six months of 2009 being $180.

Note 13 – Commitments and Contingencies

Legal Proceedings

At our Adjourned Meeting of Stockholders held on December 30, 2003, our stockholders, among other things, approved an amendment to our Articles of Incorporation, deleting Article VI thereof (regarding liquidations, reorganizations, mergers and the like).  Stockholders who were entitled to vote at the meeting and advised us in writing, prior to the vote on the amendment, that they dissented and intended to demand payment for their shares if the amendment was effectuated, were entitled to exercise their appraisal rights and obtain payment in cash for their shares under Sections 607.1301 – 607.1333 of the Florida Business Corporation Act (the “Florida Act”), provided their shares were not voted in favor of the amendment.  In January 2004, we sent appraisal notices in compliance with Florida corporate statutes to all stockholders who had advised us of their intention to exercise their appraisal rights.  The appraisal notices included our estimate of fair value of our shares, at $4.00 per share on a post-split basis.  Approximately 33 stockholders holding approximately 74,000 shares of our stock returned completed appraisal notices.  A stockholder of 20 shares notified us of his acceptance of our offer of $4.00 per share, while the stockholders of the remaining shares did not accept our offer.  Stockholders who did not accept our offer were required to indicate their own estimate of fair value, and if we do not agree with such estimates, the parties are required to go to court for an appraisal proceeding on an individual basis, in order to establish fair value.  Because we did not agree with the estimates submitted by most of the dissenting stockholders, we have sought a judicial determination of the fair value of the common stock held by the dissenting stockholders.  On June 24, 2004, we filed suit against the dissenting stockholders seeking a declaratory judgment, appraisal and other relief in the Circuit Court for the 17th Judicial District in Broward County, Florida.  On February 4, 2005, the declaratory judgment action was stayed pending the resolution of direct and derivative lawsuits filed in California.  This decision was made by the judge in the Florida declaratory judgment action due to the similar nature of certain allegations brought by the defendants in the declaratory judgment matter and the California lawsuits.  As a result of the June 2008 settlement of the derivative and securities lawsuits in California, the stay of the Florida declaratory judgment action has been lifted.  In the first quarter of 2009, the Company completed an agreement with the holders of 27,221 of the 27,536 shares held by the remaining dissenting stockholders, whereby the stockholders agreed to accept $4.60 per share in full payment for their respective shares, for cancellation by the Company, and a release of any other claims that they may have against the Company and Counsel.  When the declaratory judgment action resumes with respect to the remaining dissenting stockholders, who exercised their appraisal rights with respect to the remaining 315 shares, the Company provides no assurance that this matter will be resolved in our favor; however, the Company’s management does not believe that an unfavorable outcome of this matter would have a material adverse impact on our business, results of operations, financial position or liquidity.

27

The Company is involved in various other legal matters arising out of its operations in the normal course of business, none of which are expected, individually or in the aggregate, to have a material adverse effect on the Company.

Commitments

As discussed in Note 9, the Company, together with Counsel, has guaranteed the Promissory Note and the Revolving Credit Facility held by Counsel RB.  As well, Counsel RB has guaranteed $200 mortgage debt held by a Joint Venture in which it holds an investment.  The mortgage debt is a demand loan that bears interest at 6.95%.  As of the date of this Report, neither the Company nor Counsel have been required to make any payments relating to these guarantees.

Note 14 – Segment Reporting

Following the disposition of its Telecommunications segment in the third quarter of 2005, the Company operated in a single business segment, Patent Licensing.  Following the commencement of Counsel RB’s operations in the second quarter of 2009, the Company has diversified into a second segment, Asset Liquidation.

The Patent Licensing segment relates to the licensing of the Company’s intellectual property, including its VoIP Patent Portfolio, to third party users.  The Asset Liquidation segment includes the operations of Counsel RB.

There are no material inter-segment revenues.  The Company’s business is conducted principally in the U.S.  The table below presents information about the segments of the Company as of and for the three and six months ended June 30, 2009 and 2008:

	For the Three Months Ended June 30, 2009 Reportable Segments
	(as restated)
	Patent Licensing			Asset Liquidation			Total
Revenues from external customers	$	—		$	35		$	35
Earnings from equity accounted asset liquidation investments		—			392			392
Other income		—			—			—
Interest expense		—			28			28
Depreciation and amortization		—			—			—
Segment income (loss) from continuing operations		(9	)		(26	)		(35	)
Investment in equity accounted asset liquidation investments		—			1,325			1,325
Segment assets		198			5,191			5,389

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	For the Three Months Ended June 30, 2008 Reportable Segments
	Patent Licensing		Asset Liquidation		Total
Revenues from external customers	$	1,900	$	—	$	1,900
Earnings from equity accounted asset liquidation investments		—		—		—
Other income		—		—		—
Interest expense		—		—		—
Depreciation and amortization		5		—		5
Segment income from continuing operations		573		—		573
Investment in equity accounted asset liquidation investments		—		—		—
Segment assets		183		—		183

	For the Six Months Ended June 30, 2009 Reportable Segments
	(as restated)
	Patent Licensing			Asset Liquidation			Total
Revenues from external customers	$	—		$	35		$	35
Earnings from equity accounted asset liquidation investments		—			392			392
Other income		—			—			—
Interest expense		—			28			28
Depreciation and amortization		—			—			—
Segment income (loss) from continuing operations		(16	)		(173	)		(189	)
Investment in equity accounted asset liquidation investments		—			1,325			1,325
Segment assets		198			5,191			5,389

	For the Six Months Ended June 30, 2008 Reportable Segments
	Patent Licensing		Asset Liquidation		Total
Revenues from external customers	$	8,125	$	—	$	8,125
Earnings from equity accounted asset liquidation investments		—		—		—
Other income		—		—		—
Interest expense		—		—		—
Earnings from equity accounted investments		—		—		—
Depreciation and amortization		10		—		10
Segment income (loss) from continuing operations		3,594		—		3,594
Investment in equity accounted asset liquidation investments		—		—		—
Segment assets		183		—		183

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The following table reconciles reportable segment information to the unaudited condensed consolidated financial statements of the Company:

	Three months ended June 30, 2009			Three months ended June 30, 2008			Six months ended June 30, 2009			Six months ended June 30, 2008
	(as restated)						(as restated)
Total other income and earnings from equity accounted investments for reportable segments	$	392		$	—		$	392		$	—
Unallocated other income and earnings from equity investments from corporate accounts		40			13			42			12
	$	432		$	13		$	434		$	12
Total interest expense for reportable segments	$	28		$	—		$	28		$	—
Unallocated interest expense from related party debt		35			—			35			43
	$	63		$	—		$	63		$	43
Total depreciation and amortization for reportable segments	$	—		$	5		$	—		$	10
Other unallocated depreciation from corporate assets		—			—			—			—
	$	—		$	5		$	—		$	10
Total segment income (loss)	$	(35	)	$	573		$	(189	)	$	3,594
Other income		40			13			42			12
Other corporate expenses (primarily corporate level interest, general and administrative expenses)		(310	)		(266	)		(544	)		(570	)
Income tax expense (recovery)		(46	)		9			(53	)		930
Net income (loss) from continuing operations	$	(259	)	$	311		$	(638	)	$	2,106
Segment assets	$	5,389		$	183		$	5,389		$	183
Intangible assets not allocated to segments		—			—			—			—
Other assets not allocated to segments(1)		4,022			1,659			4,022			1,659
	$	9,411		$	1,842		$	9,411		$	1,842

(1) Other assets not allocated to segments are corporate assets such as cash, non-trade accounts receivable, prepaid insurance, investments and deferred income tax assets.

Note 15 – Subsequent Events

The Company has evaluated its operations during the period subsequent to June 30, 2009 up to and including August 7, 2009.  There have been no material events requiring disclosure in this Report.

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(All dollar amounts are presented in thousands of U.S. dollars, unless otherwise indicated, except per share amounts)

The following discussion and analysis should be read in conjunction with the information contained in the unaudited condensed consolidated financial statements of the Company and the related notes thereto, appearing elsewhere herein, and in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission (“SEC”).

Forward Looking Information

This Quarterly Report on Form 10-Q (the “Report”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, that are based on management’s exercise of business judgment as well as assumptions made by, and information currently available to, management.  When used in this document, the words “may”, "will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, and words of similar import, are intended to identify any forward-looking statements.  You should not place undue reliance on these forward-looking statements.  These statements reflect our current view of future events and are subject to certain risks and uncertainties, as noted in the Company’s Annual Report on Form 10-K, filed with the SEC, and as noted below.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements.  We undertake no obligation, and do not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events.  Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize.

Restatement

The Company’s unaudited condensed consolidated financial statements have been restated for the three and six months ended June 30, 2009, to include two corrections in the application of GAAP.  These were (i) the recognition of patent licensing revenue in the three months ended June 30, 2009, and (ii) the proportionate consolidation of the Company’s interests in certain Joint Ventures (as defined below and in Note 3) of the unaudited condensed consolidated financial statements included in Part I of this Report.).

Patent Licensing Revenue Recognition

In June 2009, the Company entered into a patent licensing agreement with an independent third party in Korea.  In connection with this agreement, the Company incorrectly recognized the initial revenue and associated costs in the quarter ended June 30, 2009.  Although C2 and the third party had negotiated the license price and terms, and persuasive evidence of an arrangement existed in the form of a signed contract, which constituted delivery of the license, collectability of the associated revenue was not sufficiently assured to warrant such recognition.

Asset Liquidation Investments

In March 2010, during the audit of the Company’s consolidated financial statements for the year ended December 31, 2009, C2’s management determined that the Company had made an error, in the quarter ended June 30, 2009, in reporting its investments pursuant to partnership, joint venture and limited liability company agreements (collectively, “Joint Ventures”), and the associated revenue and costs, all related to its 75%-owned subsidiary Counsel RB Capital LLC (“Counsel RB”).  The Company incorrectly proportionately consolidated such investments when they should have been accounted for using the equity method of accounting under GAAP.

The impact of both corrections on the unaudited condensed consolidated financial statements for the periods ended June 30, 2009 is detailed in Note 2 of the unaudited condensed consolidated financial statements.

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Overview and Recent Developments

C2 Global Technologies Inc. (“C2”, “we” or the “Company”) was incorporated in the State of Florida in 1983 under the name “MedCross, Inc.” which was changed to “I-Link Incorporated” in 1997, to “Acceris Communications Inc.” in 2003, and to “C2 Global Technologies Inc.” in 2005.  The most recent name change reflects a change in the strategic direction of the Company following the disposition of its Telecommunications business in the third quarter of 2005.  In the second quarter of 2006, the Company opened an office in Texas.

C2 owns certain patents, detailed below under “Company History” and “Intellectual Property”, including two foundational patents in voice over internet protocol (“VoIP”) technology – U.S. Patent Nos. 6,243,373 and 6,438,124 (together the “VoIP Patent Portfolio”), which it licenses.  All activities relating to the Company’s licensing of the VoIP Patent Portfolio, or its other intellectual property, constitute the Company’s Patent Licensing operating segment.  C2’s target market consists of carriers, equipment manufacturers, service providers and end users in the internet protocol (“IP”) telephone market who are using C2’s patented VoIP technologies by deploying VoIP networks for phone-to-phone communications.  The Company has engaged, and intends to continue to engage, in licensing agreements with third parties domestically and internationally.

The Company’s objective is to obtain licensing and royalty revenue from the target market for its patents.  In this regard, in the third quarter of 2005, the Company retained legal counsel with expertise in the enforcement of intellectual property rights, and on June 15, 2006, C2 Communications Technologies Inc., a wholly-owned subsidiary of the Company, filed a patent infringement lawsuit against seven major U.S. telecommunications carriers, which alleged that these companies’ VoIP services and systems infringed C2’s U.S. Patent No. 6,243,373, entitled “Method and Apparatus for Implementing a Computer Network/Internet Telephone System” (the “VoIP Patent”).  The complaint sought an injunction, monetary damages, and costs.  The litigation resulted in the Company entering into settlement and license agreements in 2008, for which C2 was paid $17,625 in aggregate, whereby C2 granted the defendants non-exclusive, perpetual, worldwide, fully paid up, royalty free licenses under any of C2’s present patents and patent applications, including the VoIP Patent, to make, use, sell or otherwise dispose of any goods and services based on such patents.

In the third quarter of 2007, the Company began investing in Internet-based e-commerce businesses, when it acquired minority positions in MyTrade.com, Inc., Buddy Media, Inc. (“Buddy Media”) and LIMOS.com LLC (“LIMOS.com”).  Its investment in MyTrade.com, Inc. was sold in the fourth quarter of 2007.In the fourth quarter of 2007 the Company acquired a one-third interest in Knight’s Bridge Capital Partners Internet Fund No. 1 GP LLC (“Knight’s Bridge GP”).  The additional two-thirds interest in Knight’s Bridge GP was acquired by parties affiliated with the Company’s majority stockholder, Counsel Corporation (together with its subsidiaries, “Counsel”).  Knight’s Bridge GP was formed to acquire the general partner interests in 2007 Fund 1 LLP (the “Fund”, subsequently renamed Knight’s Bridge Capital Partners Internet Fund No. 1 LP).  The Fund holds investments in several Internet-based e-commerce businesses.  As the general partner of the Fund, Knight’s Bridge GP manages the Fund, in return for which it earns a 2% per annum management fee with respect to the Fund’s invested capital.  Knight’s Bridge GP also has a 20% carried interest on any incremental realized gains from the Fund’s investments.  In the second quarter of 2008, the Company increased its investment in Buddy Media but remained a minority shareholder.  The Company’s investment in LIMOS.com was sold in the fourth quarter of 2008.

In the second quarter of 2009, the Company sold a portion of its investment in Buddy Media, recognizing a gain of $21 on an initial investment of $100.  Also in the second quarter of 2009, the Company invested $2,621 to indirectly acquire an approximate 5% interest in Polaroid Corporation, pursuant to a Chapter 11 reorganization in a U.S. bankruptcy court.  C2’s interest will be managed by Knight’s Bridge Capital Management L.P., an affiliate of C2’s parent, Counsel Corporation (together with its subsidiaries, “Counsel”).  The Company’s investments are discussed in more detail in Note 8 of the unaudited condensed consolidated financial statements included in Part I of this Report.

In February 2009 the Company established Counsel RB.  Counsel RB is owned 75% by the Company and 25% by its Co-CEO’s.  It specializes in the acquisition and disposition of distressed and surplus assets throughout the United States and Canada, including industrial machinery and equipment, real estate, inventories, accounts receivable and distressed debt.  In addition to purchasing various types of assets, Counsel RB also arranges traditional asset disposition services such as on-site and webcast auctions, liquidations and negotiated sales.  Counsel RB commenced operations in the second quarter of 2009.  Counsel RB’s operations are discussed in more detail in Note 3 of the unaudited condensed consolidated financial statements.

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Counsel RB’s operations constitute the Company’s Asset Liquidation operating segment.  The Company’s segments are discussed in more detail in Note 14 of the unaudited condensed consolidated financial statements.

Company History

In 1994, we began operating as an Internet service provider and quickly identified that the emerging IP environment was a promising basis for enhanced service delivery.  We soon turned to designing and building an IP telecommunications platform consisting of proprietary software and hardware, and leased telecommunications lines.  The goal was to create a platform with the quality and reliability necessary for voice transmission.

In 1997, we began offering enhanced services over a mixed IP-and-circuit-switched network platform.  These services offered a blend of traditional and enhanced communication services and combined the inherent cost advantages of an IP-based network with the reliability of the existing Public Switched Telephone Network (“PSTN”).

In August 1997, we acquired MiBridge, Inc. (“MiBridge”), a communications technology company engaged in the design, development, integration and marketing of a range of software telecommunications products that support multimedia communications over the PSTN, local area networks (“LANs”) and IP networks.  The acquisition of MiBridge permitted us to accelerate the development and deployment of IP technology across our network platform.

In 1998, we first deployed our real-time IP communications network platform.  With this new platform, all core operating functions such as switching, routing and media control became software-driven.  This new platform represented the first nationwide, commercially viable VoIP platform of its kind.  Following the launch of our software-defined VoIP platform in 1998, we continued to refine and enhance the platform to make it even more efficient and capable for our partners and customers.

Commencing in 2001, the Company entered the Telecommunications business.  The assets of the Company’s Telecommunications segment were owned through a wholly-owned subsidiary, Acceris Communications Corp. (name changed to WXC Corp. (“WXCC”) in October 2005).  This business was sold effective September 30, 2005.

In 2002, the U.S. Patent and Trademark Office issued U.S. Patent No. 6,438,124 (the “C2 Patent”) for the Company’s Voice Internet Transmission System.  Filed in 1996, the C2 Patent reflects foundational thinking, application, and practice in the VoIP services market.  The C2 Patent encompasses the technology that allows two parties to converse phone-to-phone, regardless of the distance, by transmitting voice/sound via the Internet.  No special telephone or computer is required at either end of the call.  The apparatus that makes this technically possible is a system of Internet access nodes, or voice engines, which provide digitized, compressed, and encrypted duplex or simplex Internet voice/sound.  The end result is a high-quality calling experience whereby the Internet serves only as the transport medium and as such, can lead to reduced toll charges.  Shortly after the issuance of our core C2 Patent, we disposed of our domestic U.S. VoIP network in a transaction with Buyers United, Inc., which closed on May 1, 2003.  The sale included the physical assets required to operate our nationwide network using our patented VoIP technology (constituting the core business of the I-Link Communications Inc. (“ILC”) business) and included a fully paid non-exclusive perpetual license to our proprietary software-based network convergence solution for voice and data.  The sale of the ILC business removed essentially all operations that did not pertain to our proprietary software-based convergence solution for voice and data.  As part of the sale, we retained all of our intellectual property rights and patents.

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In 2003, we added to our VoIP patent holdings when we acquired the VoIP Patent, which included a corresponding foreign patent and related international patent applications.  The vendor of the VoIP Patent was granted a first priority security interest in the patent in order to secure C2’s obligations under the associated purchase agreement.  The VoIP Patent, together with the existing C2 Patent and related international patents and patent applications, form our international VoIP Patent Portfolio that covers the basic process and technology that enable VoIP communication as it is used in the market today.  Telecommunications companies that enable their customers to originate a phone call on a traditional handset, transmit any part of that call via IP, and then terminate the call over the traditional telephone network, are utilizing C2’s patented technology.  The comprehensive nature of the VoIP Patent is summarized in the patent’s abstract, which, in pertinent part, describes the technology as follows:  “A method and apparatus are provided for communicating audio information over a computer network.  A standard telephone connected to the PSTN may be used to communicate with any other PSTN-connected telephone, where a computer network, such as the Internet, is the transmission facility instead of conventional telephone transmission facilities.”  As part of the consideration for the acquisition of the VoIP Patent, the vendor is entitled to receive 35% of the net proceeds from the licensing or enforcement of our VoIP Patent Portfolio.

Up to December 31, 2004, revenue related to our intellectual property was based on the sales and deployment of our VoIP solutions, which we ceased directly marketing in 2005.  No revenue was due to the receipt of licensing fees and royalties.  Revenue in 2008 was the result of entering into settlement and license agreements with six major U.S. telecommunications carriers, as described above.  We expect to generate ongoing licensing and royalty revenue in this business as we gain recognition of the underlying value in our VoIP Patent Portfolio through the enforcement of our intellectual property rights, as discussed above under “Overview and Recent Developments”.

As discussed above under “Overview and Recent Developments”, in the third quarter of 2007, the Company began investing in Internet-based e-commerce businesses through its acquisitions of minority positions in MyTrade.com, Inc. (sold in the fourth quarter of 2007), Buddy Media, Inc. (partially sold in the second quarter of 2009) and LIMOS.com LLC (sold in the fourth quarter of 2008).  It continued its investment activities in the fourth quarter of 2007 with the acquisition of a one-third interest in Knight’s Bridge Capital Partners Internet Fund No. 1 GP LLC.  In the second quarter of 2009, the Company invested $2,621 in Polaroid.  At June 30, 2009 the Company’s investment in these businesses totaled $2,780.  The Company’s objective is to realize long-term capital appreciation as the value of these businesses is developed and recognized.

As also discussed above under “Overview and Recent Developments”, in February 2009 the Company established Counsel RB.  Counsel RB’s major transaction during the quarter was the acquisition of certain assets for subsequent resale.  The Counsel RB operations have allowed the Company to diversify into a new operating segment, Asset Liquidation.

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Intellectual Property

Below is a summary of the Company’s patents:

Type	Title	Number	Status
VoIP Architecture	Computer Network/Internet Telephone System (“VoIP Patent”)	U.S. No. 6,243,373	Issued:  June 5, 2001 Expires:  November 1, 2015
		Australia No. 716096	Issued:  June 1, 2000
			Expires:  October 29, 2016
		People’s Republic of China No. ZL96199457.6	Issued:  December 14, 2005 Expires:  October 29, 2016
		Canada No. 2,238,867	Issued:  October 18, 2005
			Expires:  October 29, 2016
		Hong Kong No. HK1018372	Issued:  August 11, 2006 Expires:  October 29, 2016
		Europe No. 0873637	Granted March 21, 2007 1
	Voice Internet Transmission System (“C2 Patent”)	U.S. No. 6,438,124	Issued:  August 20, 2002 Expires:  July 22, 2018
		People’s Republic of China No. ZL97192954.8	Issued:   May 21, 2004 Expires:  February 5, 2017
		Canada No. 2,245,815	Issued:   October 10, 2006
			Expires:  February 5, 2017
		South Korea No. 847335	Issued:   July 14, 2008
			Expires:  February 5, 2017
	Private IP Communication Network Architecture	U.S. No. 7,215,663	Issued:   May 8, 2007 Expires:  June 12, 2017
Conferencing	Delay Synchronization in Compressed Audio System	U.S. No. 5,754,534	Issued:   May 19, 1998 Expires:  May 6, 2016
	Volume Control Arrangement for Compressed Information Signal Delays	U.S. No. 5,898,675	Issued:   April 27, 1999 Expires:  April 29, 2016

1 The European patent has been validated in Austria, Belgium, Denmark, Finland, France, Germany, Great Britain, Greece, Ireland, Italy, the Netherlands, Portugal, Spain, Sweden and Switzerland.

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In addition to the C2 and VoIP Patents, which cover the foundation of any VoIP system, our patent portfolio includes:

Private IP Communication Network Architecture (U.S. Patent No. 7,215,663 granted May 8, 2007) – This invention relates generally to multimedia communications networks.  The patent’s Internet Linked Network Architecture delivers telecommunication type services across a network utilizing digital technology. The unique breadth and flexibility of telecommunication services offered by the Internet Linked Network Architecture flow directly from the network over which they are delivered and the underlying design principles and architectural decisions employed during its creation.

C2 also owns intellectual property that solves teleconferencing problems:

Delay Synchronization in Compressed Audio Systems (U.S. Patent No. 5,754,534 granted May 19, 1998) - This invention eliminates popping and clicking when switching between parties in a communications conferencing system employing signal compression techniques to reduce bandwidth requirements.

Volume Control Arrangement for Compressed Information Signals (U.S. Patent No. 5,898,675 granted April 27, 1999) - This invention allows for modifying amplitude, frequency or phase characteristics of an audio or video signal in a compressed signal system without altering the encoder or decoder employed by each conferee in a conferencing setting, so that individuals on the conference call can each adjust their own gain levels without signal degradation.

Industry and Competition

Patent licensing

The communications services industry continues to evolve, both domestically and internationally, providing significant opportunities and risks to the participants in these markets.  Factors that have driven this change include:

· entry of new competitors and investment of substantial capital in existing and new services, resulting in significant price competition

· technological advances resulting in a proliferation of new services and products and rapid increases in network capacity

· The Telecommunications Act of 1996, as amended; and

· growing deregulation of communications services markets in the United States and in other countries around the world

Historically, the communications services industry transmitted voice and data over separate networks using different technologies.  Traditional carriers have typically built telephone networks based on circuit switching technology, which establishes and maintains a dedicated path for each telephone call until the call is terminated.

VoIP is a technology that can replace the traditional telephone network.  This type of data network is more efficient than a dedicated circuit network because the data network is not restricted by the one-call, one-line limitation of a traditional telephone network.  This improved efficiency creates cost savings that can be either passed on to the consumer in the form of lower rates or retained by the VoIP provider.  In addition, VoIP technology enables the provision of enhanced services such as unified messaging.

We are seeking to have telecommunications service providers (“TSPs”), equipment suppliers (“ESs”) and end users license our patents.  In this regard, our competition is existing technology, outside the scope of our patents, which allows TSPs and ESs to deliver communication services to their customers.

VoIP has become a widespread and accepted telecommunications technology, with a variety of applications in the telecommunications and other industries.  While we and many others believe that we will see continued proliferation of this technology in the coming years, and while we believe that this proliferation will occur within the context of our patents, there is no certainty that this will occur, and that it will occur in a manner that requires organizations to license our patents.

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Asset liquidation

Our asset trading investment, Counsel RB, operates in the asset liquidation business primarily involving the purchase and sale, including at auction, of industrial machinery and equipment, real estate, inventories, accounts receivable and distressed debt.  The market for these assets is highly fragmented.  Counsel RB competes with other liquidators, auction companies, dealers and brokers.  It competes for potential purchasers with other liquidators and auction companies, as well as with equipment manufacturers, distributors, dealers and equipment rental companies.  Some of Counsel RB’s competitors have significantly greater financial and marketing resources and name recognition.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States.  This requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Significant estimates required for the preparation of the unaudited condensed consolidated financial statements included in Part I of this Report were those related to the assessment of collectability of revenue recognized, accounts receivable, inventory, goodwill, investments, deferred income tax assets, liabilities, and contingencies surrounding litigation.  These estimates are considered significant because of the significance of the financial statement item to which they relate, or because they require judgment and estimation due to the uncertainty involved in measuring, at a specific point in time, events that are continuous in nature.  Management bases its estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.  On an on-going basis, management evaluates its estimates and judgments, including those related to intangible assets, contingencies, collectibility of receivables and litigation.  Actual results could differ from these estimates.

The critical accounting policies used in the preparation of our consolidated financial statements are discussed in our Annual Report on Form 10-K for the year ended December 31, 2008.  To aid in the understanding of our financial reporting, a summary of these policies is provided in Note 4 of the unaudited condensed consolidated financial statements included in Part I of this Report.

Contractual obligations

The following table summarizes the amounts of payments due, including accrued and estimated interest, under specified contractual obligations as of June 30, 2009:

	Payment due by period
Contractual obligations:	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Promissory Note	$	1,446	$	1,446	$	—	$	—	$	—
Revolving Credit Facility		1,211		1,211		—		—		—
Related party debt		1,579		1,579		—		—		—
Total	$	4,236	$	4,236	$	—	$	—	$	—

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Management’s Discussion of Financial Condition

Liquidity and Capital Resources

At June 30, 2009 the Company had a working capital deficit of $1,730, as compared to working capital of $4,556 at December 31, 2008.  The primary contributor to the change was the commencement of Counsel RB’s operations, with its resulting use of cash to acquire assets for resale, along with the acquisition of third party debt to partially finance these transactions.  As well, the Company used cash to invest in Polaroid, and acquired related party debt in connection with financing that investment.  Cash decreased by $3,850, from $4,076 at December 31, 2008 to $226 at June 30, 2009.  At December 31, 2008, $875 of deferred income tax assets were included in current assets; at June 30, 2009 the Company’s deferred income tax assets have been reclassified as non-current.  At June 30, 2009, third party debt was $2,362 and related party debt was $1,435.  This debt is discussed in more detail in Note 9 and Note 12 in the unaudited condensed consolidated financial statements contained in Part I of this Report.

During the first six months of 2009, the Company recognized $35 in revenue from Counsel RB’s operations, and $392 in earnings from its asset liquidation investments.  Minimal amounts of cash were received as interest on the Company’s bank deposits or as a distribution from its equity investment in Knight’s Bridge Capital Partners Internet Fund No. I GP LLC.  During the same period, the Company advanced approximately $358 in connection with Counsel RB operating expenses, repurchased common shares for cancellation for $125, as discussed in Note 13, and remitted $139 relating to a patent participation fee that was outstanding at December 31, 2008.  The remainder of the cash disbursements related to recurring operating expenses.

The Company’s liabilities at June 30, 2009 and December 31, 2008, totalled $4,923 and $472, respectively.  At June 30, 2009 these were composed of $3,797 of debt and $1,126 of accounts payable and accrued liabilities. At December 31, 2008, the Company’s liabilities consisted solely of accounts payable and accrued liabilities.  The Company had no other commitments at June 30, 2009 or December 31, 2008, and no off balance sheet arrangements at either date.

In 2009, the Company continued to pursue licensing and royalty agreements with respect to its patents, and has begun to trade in distressed and surplus assets through Counsel RB’s operations.  The Company expects to generate sufficient cash from these activities to meet its ongoing operating cash requirements.  Additionally, Counsel RB has a revolving credit facility in place to separately finance its purchases of assets for resale.

Ownership Structure and Capital Resources

· At June 30, 2009 the Company had stockholders’ equity attributable to the Company’s common shareholders of $4,287, as compared to $4,971 at December 31, 2008.

· The Company is 90.9% owned by Counsel.  The remaining 9.1% is owned by public stockholders.

· Beginning in 2001, Counsel invested over $100,000 in C2 to fund the development of C2’s technology and its Telecommunications business, and at December 29, 2006 C2 owed $83,582 to Counsel, including accrued and unpaid interest.  On December 30, 2006 Counsel converted $3,386 of this debt into 3,847,475 common shares of C2, and forgave the balance of $80,196.  Counsel subsequently provided net advances of $2,151 through December 31, 2007, all of which were repaid, together with accrued interest, in the first quarter of 2008.  In the second quarter of 2009, Counsel made net advances of $1,400 and accrued $35 in interest.

Cash Position and Cash Flows

Cash at June 30, 2009 was $226 as compared to $4,076 at December 31, 2008, a decrease of $3,850.

Cash provided by or used in operating activitiesCash used in operating activities during the six months ended June 30, 2009 was $5,206, as compared to cash provided of $3,185 during the same period in 2008.

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The most significant operating uses of cash during the first six months of 2009 were the $3,313 increase in Counsel RB’s inventory, the investment of $1,325 in asset liquidation investments, and the recording of $532 of accounts receivable, primarily relating to Counsel RB operations.  As well, during the first six months of 2009 the Company increased its deferred income tax assets by $146, as compared to a decrease of $930 during the first six months of 2008, a net change of $1,076.  The large decrease in 2008 was associated with the Company’s recognition of $8,125 of patent licensing revenue during the same period.  The most significant source of cash during the first six months was an increase of $654 in accounts payable and accrued liabilities, as compared to an increase of $234 for the same period in 2008.  The increased change of $420 was principally due to the inclusion of Counsel RB’s liabilities of $738 in 2009 only.  This was partially offset by a decrease of $351 in accrued patent licensing expenses owing at June 30, 2009 as compared to the amount owing at June 30, 2008.  Additionally, during the first six months of 2009, $48 of accrued interest was added to third party and related party debt, and $15 of deferred financing costs were amortized.

Cash flows from investing activities  During the first six months of 2009, the major use of funds in investment activities was the investment of $2,621 in Polaroid.  As well, $121 was received as proceeds from the sale of the Company’s Buddy Media Series A preferred shares, and $3 was received as a cash distribution from Knight’s Bridge GP.  During the first six months of 2008, $125 was invested in Buddy Media Series B preferred shares and $5 was received as a cash distribution from Knight’s Bridge GP.

Cash provided by or used in financing activities  Financing activities provided net cash of $3,853 during the six months ended June 30, 2009, as compared to using $2,335 for the same period in 2008.  In 2009, a net $2,334 was provided from notes issued to third parties in connection with Counsel RB’s operations, and a net $1,400 was provided from a note issued to Counsel in connection with the Company’s investment in Polaroid.  As well, $125 was used to purchase and cancel 27,221 of the Company’s common shares, and $244 was provided by the non-controlling interest in Counsel RB.  The sole financing activity in 2008 was the repayment of the debt owing to Counsel at December 31, 2007.

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Management’s Discussion of Results of Operations

Patent licensing revenue is derived from licensing our intellectual property.  Our VoIP Patent Portfolio is an international patent portfolio covering the basic process and technology that enables VoIP communications.

Asset liquidation revenue is earned from the acquisition and subsequent disposition of distressed and surplus assets, including industrial machinery and equipment, real estate, inventories, accounts receivable and distressed debt.  It is also earned from more traditional asset disposition services, such as on-site and webcast auctions, liquidations and negotiated sales.  The Company began earning revenue in the asset liquidation segment in the second quarter of 2009 when Counsel RB, its 75%-owned subsidiary that was established in the first quarter of 2009, commenced operations. In addition, the Company earns income via its earnings from equity accounted asset liquidation investments.

Three-Month Period Ended June 30, 2009 Compared to Three-Month Period Ended June 30, 2008

Patent licensing revenue was $0 during the three months ended June 30, 2009 and $1,900 during the same period in 2008.  In 2008 the revenue was from a settlement and license agreement entered into with Sprint.

Patent licensing expense was $1 during the three months ended June 30, 2009 and $1,308 during the same period in 2008. This expense includes four components:  disbursements directly related to patent licensing, contingency fees earned by our legal counsel, ongoing business expenses related to patent licensing, and the participation fee of 35% payable to the vendor of the VoIP Patent.

Asset liquidation revenues were $35 during the three months ended June 30, 2009, relating to the dispositions of assets by Counsel RB.  There were no similar revenues in 2008, given that Counsel RB was formed in 2009.

Asset liquidation expense was $0 during the three months ended June 30, 2009 and 2008.

Earnings of equity accounted asset liquidations investments were $392 during the three months ended June 30, 2009 and $0 in the same period of 2008.

Selling, general and administrative expense was $708 during the three months ended June 30, 2009 as compared to $280 for the three months ended June 30, 2008.  The significant items included:

· Compensation expense was $327 in the second quarter of 2009, compared to $59 in the second quarter of 2008.  The quarterly salary earned by the CEO of C2 remained unchanged at $35.  Stock-based compensation decreased from $24 in 2008 to $18 in 2009.  The increase of $268 from 2008 to 2009 is primarily due to $274 in salaries for Counsel RB employees.

· Legal expense was $115 in the second quarter of 2009, compared to $24 in the second quarter of 2008.

· Accounting and tax consulting expenses were $26 in the second quarter of 2009, compared to $27 in the second quarter of 2008.

· Directors’ fees were $32 in the second quarter of both 2009 and 2008.

· Consulting expense was $38 in the second quarter of 2009 as compared to $0 in the second quarter of 2008.  The 2009 expense relates to the operations of Counsel RB.

· Management fees charged by our controlling stockholder, Counsel, were $90 in the second quarter of both 2009 and 2008.

· Directors and officers liability insurance expense was $29 in the second quarter of 2009 and $37 in the second quarter of 2008.  The decrease reflects a decrease in the premium, which became effective in June 2009.

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· Office rent was $19 in the second quarter of 2009 as compared to $0 in the second quarter of 2008.  The 2009 expense relates to office space being rented by Counsel RB.

Depreciation and amortization – This expense was $0 in the second quarter of 2009 as compared to $5 in the second quarter of 2008.  The 2008 expense relates to the amortization of the cost of the VoIP Patent, which was fully amortized at December 31, 2008.

Other income (expense) - the changes are related to the following:

· In the second quarter of 2009 the Company had other income of $21, as compared to income of $5 in 2008.  The 2009 income is the gain on the sale of Company’s Series A preferred share investment in Buddy Media.  The income in 2008 was composed of interest income and a refund related to prior years’ insurance premiums.

· In the second quarter of 2009, third party interest expense was $28, as compared to $0 in 2008.  All of the interest expense in 2009 related to the debt associated with Counsel RB’s second quarter acquisition of assets, and includes $15 amortization of deferred finance costs.

· In the second quarter of 2009, related party interest expense was $35, as compared to $0 in 2008.  The related party loan outstanding at December 31, 2007 was repaid in full during the first quarter of 2008, and the Company incurred no interest expense during the remainder of 2008.

Six-Month Period Ended June 30, 2009 Compared to Six-Month Period Ended June 30, 2008

Patent licensing revenue was $0 during the six months ended June 30, 2009 and $8,125 during the same period in 2008.  In 2008 the revenue was from settlement and license agreements entered into with AT&T, Verizon and Sprint.

Patent licensing expense was $2 during the six months ended June 30, 2009 and $4,492 during the same period in 2008. This expense includes four components:  disbursements directly related to patent licensing, contingency fees earned by our legal counsel, ongoing business expenses related to patent licensing, and the participation fee of 35% payable to the vendor of the VoIP Patent.

Asset liquidation revenues were $35 during the six months ended June 30, 2009, relating to the dispositions of assets by Counsel RB.  There were no similar revenues in 2008, given that Counsel RB was formed in 2009.

Asset liquidation expense was $0 during the six months ended June 30, 2009 and 2008.

Earnings of equity accounted asset liquidations investments was $392 during the six months ended June 30, 2009 and $0 in the same period of 2008.

Selling, general and administrative expense was $1,095 during the six months ended June 30, 2009 as compared to $556 for the six months ended June 30, 2008.  The significant items included:

· Compensation expense was $510 in the first half of 2009, compared to $116 in the first half of 2008.  The quarterly salary earned by the CEO of C2 remained unchanged at $69.  Stock-based compensation decreased from $47 in 2008 to $36 in 2009.  The increase of $394 from 2008 to 2009 is primarily due to $405 in salaries for Counsel RB employees.

· Legal expense was $122 in the first half of 2009, compared to $35 in the first half of 2008.

· Accounting and tax consulting expenses were $40 in the first half of 2009, compared to $57 in the first half of 2008.

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· Directors’ fees were $63 in the first half of both 2009 and 2008.

· Consulting expense was $38 in the first half of 2009 as compared to $0 in the first half of 2008.  The 2009 expense relates to the operations of Counsel RB.

· Management fees charged by our controlling stockholder, Counsel, were $180 in the first half of both 2009 and 2008.

· Directors and officers liability insurance expense was $66 in the first half of 2009 and $75 in the first half of 2008.  The decrease reflects a decrease in the premium, which became effective in June 2009.

· Office rent was $25 in the first half of 2009 as compared to $0 in the first half of 2008.  The 2009 expense relates to office space being rented by Counsel RB.

Depreciation and amortization – This expense was $0 in the first half of 2009 as compared to $10 in the first half of 2008.  The 2008 expense relates to the amortization of the cost of the VoIP Patent, which was fully amortized at December 31, 2008.

Other income (expense) - the changes are related to the following:

· In the first six months of 2009 the Company had other income of $22, as compared to income of $5 in 2008.  The 2009 income is composed of the $21 gain on the sale of the Company’s Series A preferred share investment in Buddy Media, and $1 of bank interest.   The income in 2008 was composed of interest income and a refund related to prior years’ insurance premiums.

· In the first six months of 2009, third party interest expense was $28, as compared to $0 in 2008.  All of the interest expense in 2009 related to the debt associated with Counsel RB’s second quarter acquisition of assets, and includes $15 amortization of deferred finance costs.

· In the first six months of 2009, related party interest expense was $35, as compared to $43 in 2008.  The related party loan outstanding at December 31, 2007 was repaid in full during the first quarter of 2008, including the $43 interest accrued during the first quarter, and the Company incurred no interest expense during the remainder of 2008.

Inflation.    Inflation did not have a significant impact on our results during the last fiscal quarter.

Off-Balance Sheet Transactions. We have not engaged in material off-balance sheet transactions.

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 Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our exposure to market risk is limited to interest rate sensitivity, which is affected by changes in the general level of interest rates.  Due to the fact that our cash is deposited with major financial institutions, we believe that we are not subject to any material interest rate risk as it relates to interest income.  As to interest expense, we have one debt instrument that has a variable interest rate.  Our Revolving Credit Facility provides that the principal amount outstanding bears interest at the Israel Development Bank Prime + 1.5%, or a minimum of 5%.  Assuming that the debt amount on the Revolving Credit Facility at June 30, 2009 was constant during the next twelve-month period, the impact of a one percent increase in the interest rate would be an increase in interest expense of approximately $12 for that twelve-month period.  We do not believe that, in the near term, we are subject to material market risk on either our fixed rate third party or related party debt.

We did not have any foreign currency hedges or other derivative financial instruments as of June 30, 2009.  We do not enter into financial instruments for trading or speculative purposes and do not currently utilize derivative financial instruments.  Our operations are conducted primarily in the United States and as such are not subject to material foreign currency exchange rate risk.

Item 4T. Controls and Procedures.

As of the end of the period covered by this Quarterly Report, our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) conducted evaluations of our disclosure controls and procedures.  As defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officers, to allow timely decisions regarding required disclosure.  Based on this evaluation, the Certifying Officers have concluded that our disclosure controls and procedures were effective.

With respect to the internal controls over financial reporting, the Company’s management concluded that, because of the existence of the material weaknesses as discussed below, the Company‘s internal control over financial reporting was not effective as of June 30, 2009.

In June 2009, the Company entered into a patent licensing agreement with an independent third party in Korea.  In connection with this agreement, the Company incorrectly recognized the initial revenue and associated costs in the quarter ended June 30, 2009.  Although C2 and the third party had negotiated the license price and terms, and persuasive evidence of an arrangement existed in the form of a signed contract, which constituted delivery of the license, collectability of the associated revenue was not sufficiently assured to warrant such recognition.  Management concluded that this revenue recognition error resulted from a failure of judgment and a misapplication of the relative GAAP concerning revenue recognition criteria to the specific fact situation of the Korean patent licensing agreement.  C2’s management has, accordingly, concluded that a material weakness in internal control over financial reporting regarding revenue recognition on a non-routine business transaction exists as of June 30, 2009.

In addition, in March 2010, during the audit of the Company’s consolidated financial statements for the year ended December 31, 2009, C2’s management determined that the Company had made an error, in the quarter ended June 30, 2009, in reporting its investments pursuant to partnership, joint venture and limited liability company agreements (collectively, “Joint Ventures”), and the associated revenue and costs, all related to its 75%-owned subsidiary Counsel RB Capital LLC.  The Company incorrectly proportionately consolidated such investments when they should have been accounted for using the equity method of accounting under GAAP.  Management concluded that the misapplication of GAAP to its accounting for non-consolidated Joint Ventures involved in its Asset Liquidation business resulted from a failure to adequately research the GAAP applicable to this new business segment.  C2’s management has, accordingly, concluded that a material weakness in internal control over financial reporting regarding its investments in Joint Ventures and the associated revenue and costs exists as of June 30, 2009.

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The impact of these errors on the unaudited condensed consolidated financial statements for the periods ended June 30, 2009 is set out in detail in Note 2 of the unaudited condensed consolidated financial statements.

Management considered what changes, if any, were necessary to the Company’s internal control over financial reporting to ensure that the errors described above would not recur.  Management has determined that in the future licensing revenue recognition will be scrutinized more stringently.  In addition, management concluded that it will ensure that a more thorough investigation of GAAP will be undertaken when it enters into new business segments to ensure the proper principles are applied.

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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings

Please see Note 13 of the unaudited condensed consolidated financial statements, which are included in Part I of this Report, and hereby incorporated by reference into this Part II, for a discussion of the Company’s legal proceedings.

Item 1A.  Risk Factors

Other than as reported below, there have been no significant changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC on March 18, 2009.

We are subject to the risks of entering into a new line of business.

In the first quarter of 2009 the Company established its 75%-owned subsidiary, Counsel RB Capital LLC (“Counsel RB”), which commenced operations in the second quarter of 2009.  As discussed in the unaudited condensed consolidated financial statements included in Part I of this Report, Counsel RB specializes in the acquisition and disposition of distressed and surplus assets throughout the United States and Canada.  The Company has therefore acquired exposure to the risks inherent in this business, such as those associated with the collectability of trade accounts receivable, and inventory valuation and turnover.  Additionally, in connection with Counsel RB’s operations, the Company, together with Counsel, has guaranteed Counsel RB’s variable and fixed rate debt.

If we were to default on our related party loan, Counsel could foreclose on our assets.

At June 30, 2009, Counsel owned 90.9% of the equity of the Company.  Our assets serve as collateral for our related party debt.  In the event that we were to default on this debt, and Counsel foreclosed on our assets, we would be unable to continue our operations as they are presently conducted, if at all.  Our aggregate total debt to Counsel at June 30, 2009 was $1,435.  See Note 12 of the unaudited condensed consolidated financial statements included in Part I of this Report for further discussion of the debt to Counsel.

The Company has significantly increased its investment in non-publicly traded equity.

The investment that the Company made in Polaroid during the second quarter of 2009 represents approximately 25% of its total assets.  The investment is in a private company and therefore not easily liquidated.  Although the Company’s analysis of this investment opportunity concluded that it may ultimately have a positive return, there can be no assurance that the Company will either recover the value of its initial investment or earn a positive return to the extent that it expects.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

Item 5.  Other Information.

None.

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Item 6.  Exhibits.

(a) Exhibits

Exhibit No.	Identification of Exhibit
10.1	LLC Membership Interest Purchase Agreement among Greystone & Co. Holdings LLC and Counsel RB Capital LLC, dated as of May 28, 2009. (1)
10.2	Promissory Note between Counsel RB Capital LLC and Greystone & Co. Holdings LLC, dated as of May 28, 2009. (1)
10.3	Loan and Security Agreement between Israel Discount Bank of New York (as Agent) and Counsel RB Capital LLC, dated as of June 2, 2009. (1)
10.4	Sixth Amendment to Loan Agreement between C2 Global Technologies Inc. and Counsel Corporation dated January 26, 2004, dated as of May 5, 2009. (1)
10.5	Promissory Note for $2,590,989.63 dated May 5, 2009 between C2 Global Technologies Inc. and Counsel Corporation. (1)
10.6	Promissory Note for $90,000.00 dated June 30, 2009 between C2 Global Technologies Inc. and Counsel Corporation. (1)
10.7	Promissory Note for $128,712.86 dated June 30, 2009 between C2 Global Technologies Inc. and Counsel Corporation. (1)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted under Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) as adopted under Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Incorporated by reference to our Quarterly Report on Form 10-Q for the period ended June 30, 2009.

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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 thereunder duly authorized.

	C2 Global Technologies Inc.
Date: May 26, 2010	By:	/s/ Allan C. Silber
		Allan C. Silber Chairman of the Board and Chief Executive Officer
	By:	/s/ Stephen A. Weintraub
		Stephen A. Weintraub Chief Financial Officer and Corporate Secretary

47

EX-31.1

Exhibit 31.1

OFFICER’S CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Allan C. Silber, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of C2 Global Technologies Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 26, 2010

By:	/s/ Allan C. Silber
	Allan C. Silber
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

OFFICER’S CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen A. Weintraub, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q/A of C2 Global Technologies Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 26, 2010

By:	/s/ Stephen A. Weintraub
	Stephen A. Weintraub
	Chief Financial Officer and Corporate Secretary (Principal Financial Officer)

EX-32.1

Exhibit 32.1

C2 GLOBAL TECHNOLOGIES INC.

OFFICER’S CERTIFICATION

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

The undersigned Allan C. Silber, duly appointed and incumbent officer of C2 Global Technologies Inc., a Florida corporation (the “Corporation”), in connection with the Corporation’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), does hereby represent, warrant and certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, that, to the best of his knowledge:

1.  The Report is in full compliance with reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

May 26, 2010

/s/ Allan C. Silber

Allan C. Silber

Chairman of the Board and Chief Executive Officer

EX-32.2

Exhibit 32.2

C2 GLOBAL TECHNOLOGIES INC.

OFFICER’S CERTIFICATION

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

    The undersigned Stephen A. Weintraub, duly appointed and incumbent officer of C2 Global Technologies Inc., a Florida corporation (the “Corporation”), in connection with the Corporation’s Quarterly Report on Form 10-Q/A for the period ended June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), does hereby represent, warrant and certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, that, to the best of his knowledge:

1.  The Report is in full compliance with reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

May 26, 2010

/s/ Stephen A. Weintraub

Stephen A. Weintraub

Chief Financial Officer and Corporate Secretary