BodyTel Scientific 10QSB/A 2008 Q2 Quarterly report (small business) (amended)

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

FORM 10-QSB/A

[X]Quarterly Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the quarterly period endedAugust 31, 2007

[ ]Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER000-51633

BODYTEL SCIENTIFIC, INC.
(Name of small business issuer in its charter)

NEVADA	98-0461698
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2470 St. Rose Pkwy, Suite 304
Henderson, Nevada	89074
(Address of principal executive offices)	(Zip Code)

506-872-4033
Issuer’s telephone number

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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the
latest practicable date: 72,482,500 shares of common stock as of October 17, 2007.

Transitional Small Business Disclosure Format (check one):Yes [ ] No [X]

Explanatory Note

BodyTel Scientific Inc. (the "Company") is amending this Quarterly Report on Form 10-QSB for the following reasons:

(i)

the Company is required to restate its previously issued financial statements for the quarter ended August 31, 2007. The restatement is being made to recognize the change in the accounting policy regarding the Company’s 50% investment GlucoTel Scientific Inc. (“GlucoTel”), an incorporated joint venture. Management has determined that the Company attained financial control of GlucoTel as of June 30, 2007. Accordingly the Company is amending its financial statements included in this report to consolidate GlucoTel as a variable interest entity.

(ii)

The restatement will result in a number of changes to the Company’s financial statements for the period ended August 31, 2007, including the following: an increase in the Company’s reported net loss for the six months ended August 31, 2007 of $974,234; a decrease in total assets of $835,239 as at August 31, 2007, an increase in accounts payable and accrued liabilities from $15,981 to $154,976 as at August 31, 2007; an increase in total current liabilities from $38,240 to $177,235 as at August 31, 2007; a decrease to additional paid-in capital from $2,547,400 to $2,507,825; a decrease in stockholders’ equity from $1,707,677 to $733,433; an increase in expenses from $58,117 to $2,039,596; and the consequential changes to the consolidated statement of cash flows.

(iii)

As described in Note 3 to the interim unaudited financial statements, the Company has restated its interim financial statements as of August 31, 2007, and for the three and six month periods ended August 31, 2007, and 2006, and from inception (April 4, 2005) through August 31, 2007, as a correction of an error to properly reflect a 13 for 1 forward stock split of its common stock, par value $0.001 per share, declared and completed as of January 2, 2007, to properly reflect the stock split for the comparative periods in 2006.

Other than the foregoing items, no part of the Quarterly Report on Form 10-QSB filed on October 22, 2007 is being amended, and the filing of this Amended Quarterly Report on Form 10-QSB/A should not be understood to mean that any other statements contained therein are untrue or incomplete as of any date subsequent to October 22, 2007.

PART I

ITEM 1. Consolidated Financial Statements

The following interim unaudited consolidated financial statements of BodyTel Scientific, Inc. (the “Company”) are included with this Quarterly Report on Form 10-QSB:

(a)	Consolidated Balance Sheet as of August 31, 2007 (Unaudited);

(b)	Consolidated Statements of Operations (Unaudited) for the three and six months ended August 31, 2007 and 2006, and for the period from April 4, 2005 (date of inception) through August 31, 2007;

(c)	Consolidated Statements of Cash Flows (Unaudited) for the six months ended August 31, 2007 and 2006 and for the period from April 4, 2005 (date of inception) through August 31, 2007; and

(d)	Notes to Consolidated Financial Statements.

BODYTEL SCIENTIFIC, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET

		August 31,
		2007
		(Unaudited)

ASSETS

Current
Cash and cash equivalents	$	862,593
Prepaid expenses		6,141
Total current assets		868,734

Property and equipment, net of accumulated depreciation		41,944

Total assets	$	910,678

LIABILITIES

Current
Accounts payable and accrued liabilities	$	154,976
Due to shareholder		22,259
Total current liabilities		177,235

STOCKHOLDERS’ EQUITY

Share Capital
Authorized:
975,000,000 common voting stock with a par value of $0.001 per share
Issued: 72,482,500 shares;
Outstanding: 44,175,000 common shares		44,175
Additional paid-in capital		2,507,825
(Deficit) accumulated during the development stage		(1,818,557	)
Total stockholders’ equity		733,433

Total Liabilities and Stockholders’ Equity	$	910,678

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

BODYTEL SCIENTIFIC, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

														Cumulative
														Period From
														April 4,
		Three			Three									2005
		Months			Months			Six Months			Six Months			(Inception)
		Ended			Ended			Ended			Ended			To
		August 31,			August 31,			August 31,			August 31,			August 31,
		2007			2006			2007			2006			2007


Revenue	$	-		$	-		$	-		$	-		$	-


Expenses
Advertising		21,586			-			21,586			-			21,586
Depreciation		5,753			-			5,753			-			5,753
Bank charges and interest		1,003			-			1,003			-			1,003
Consulting		33,937			-			33,937			-			33,937
Investor communications		14,620			-			14,620			-			14,620
Management salaries		16,000			-			16,000			-			16,000
Motor vehicle expenses		4,064						4,064						4,064
Office		24,728			704			24,728			9,276			36,197
Professional fees		16,071			20,706			24,935			21,206			94,957
Regulatory fees		6,352			-			8,233			-			8,233
Rent		436			-			436			-			436
Research and development		1,838,796			-			1,838,796			-			1,838,796
Telephone		94			-			94			-			94
Travel and entertainment		45,391			-			45,391			-			45,391
		2,028,831			21,410			2,039,576			30,482			2,121,067

(Loss) from operations		(2,028,831	)		(21,410	)		(2,039,576	)		(30,482	)		(2,121,067	)

(Loss) from joint venture		(93,382	)					(318,571	)					(476,029	)

Non-controlling interest		773,969			-			773,969			-			773,969

Interest income		4,570			-			4,570			-			4,570


Net (loss)	$	(1,343,674	)	$	(21,410	)	$	(1,579,608	)	$	(30,482	)	$	(1,818,557	)

Basic and diluted loss per common share	$	(0.03	)	$	(0.00	)	$	(0.04	)	$	(0.00	)
Weighted average number of common
shares outstanding		44,175,000			43,550,000			44,175,000			43,550,000

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

BODYTEL SCIENTIFIC, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

								Cumulative
								Period
								From
								April 4,2005
		Six Months			Six Months			(Inception)
		Ended			Ended			To
		August 31,			August 31,			August 31,
		2007			2006			2007


Cash Flows from Operating Activities:

NET CASH FLOWS (USED IN)
OPERATING ACTIVITIES	$	(514,457	)	$	(26,224	)	$	(588,716	)

Cash Flows used in Investing Activities:
Equipment		(24,512	)		-			(24,512	)
Cash received on acquisition of subsidiary		151,562			-			151,562
Investment in Joint Venture		-			-			(1,250,000	)
NET CASH FLOWS PROVIDED BY
(USED IN) INVESTING ACTIVITIES		127,050			-			(1,122,950	)

Cash Flows from Financing Activities:
Advances from shareholder		-			-			22,259
Cash contributed to capital		1,250,000			-			1,250,000
Issuance of common stock for cash		-			-			1,302,000
NET CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES		1,250,000			-			2,574,259

Increase (Decrease) In Cash		862,593			(26,224	)		862,593

Cash, Beginning of Period		-			26,224			-

Cash, End of Period	$	862,593		$	-		$	862,593

Supplemental Disclosure of Cash Flow
Information
Cash paid during the period for:
Interest		-			-			-
Income taxes		-			-			-

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

BODYTEL SCIENTIFIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2007
(UNAUDITED)

(1) Summary of Significant Accounting Policies

Basis of Presentation and Organization

BodyTel Scientific, Inc. (“BodyTel” or the “Company”) is a Nevada corporation in the development stage and has not commenced revenue-generating operations. The Company was incorporated under the laws of the State of Nevada on April 4, 2005. Through October 2006, the proposed business plan of the Company was to create a comprehensive, trusted, state-of-the-art online marketplace for buyers and sellers of new and used cellular (“cell”) telephones. Since its inception, the Company has strived to gain a large number of postings of cell telephones from a variety of sources, including individuals, businesses, and not-for-profit enterprises that would appeal to a broad market of interested buyers. However, commencing in November 2006, the Company embarked on a transition in its Business Plan from developing a state-of-the-art online marketplace for new and used cellular telephones to a Company seeking to market state-of-the-art monitoring products and services to diabetic patients.

The consolidated financial statements include the accounts and operations of BodyTel Scientific, Inc. and its 50% owned subsidiary, GlucoTel Scientific Inc, an incorporated joint venture. All intercompany accounts and transactions have been eliminated on consolidation.

For accounting purposes, the Company is treating its capital investment in GlucoTel as a vehicle for research and development. Because the Company is solely providing financial support to further the research and development of GlucoTel, such amounts are being charged to expense as incurred by GlucoTel. GlucoTel presently has no ability to fund these activities and is dependent on the Company to fund its operations. In these circumstances, GlucoTel is considered a variable interest entity and has been consolidated. The creditors of GlucoTel do not have recourse to the general credit of the Company.

Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Regulation S-B as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended February 28, 2007 as report on Form 10-KSB, as amended. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the three and six month periods ended August 31, 2007, are not necessarily indicative of the results that may be expected for the year ending February 29, 2008.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Property and Equipment

Office furniture and equipment are carried at cost not in excess of their estimated net realizable value. Normal maintenance and repairs are charged to earnings, while expenditures for major maintenance and betterments are capitalized. Gains or losses on disposition are recognized in operations. Depreciation is computed using straight-line methods over the estimated economic lives of 3 to 5 years.

Revenue Recognition

The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periods ended August 31, 2007 and 2006.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of August 31, 2007, and expenses for the periods ended August 31, 2007 and 2006, and cumulative from inception. Actual results could differ from those estimates made by management.

Foreign currency translation

Assets and liabilities of the foreign subsidiary are translated into U.S. dollars at period end exchange rates. Capital accounts are translated into U.S. dollars at the acquisition date rates. Income and expense items are translated at the weighted average exchange rates for the period. Net exchange gains or losses resulting from such translations are excluded from net income (loss) but are included in comprehensive income (loss) and accumulated in a separate component of stockholders' equity.

(2) Development Stage Activities and Going Concern

The Company is currently in the development stage, and has no operations.

In December 2006, the Company entered into an incorporated joint venture (the “Joint Venture”) with Safe-com GMBH & Co., KG (“Safe-com”), a German corporation, to pursue the development, production, and marketing of a blood glucose meter for diabetic patients that operates over a cellular telephone system. Under the Joint Venture arrangement, the Company obtained fifty (50) percent ownership of the Joint Venture in return for an investment of $1,250,000. Safe-com transferred to the Joint Venture all received trade marks or trade marks which are currently in approval; all patent applications; the intellectual property rights and source code for the software running on the cellular telephones; the intellectual property rights and source code for the web server and portal; the design prototype; the rights for the design of the blood glucose test meter; the negotiated contracts with the manufacturers of the blood glucose test meter and the strip manufacturer; the working prototypes of the blood glucose meter; all marketing and promotional equipment; and, all blueprints and architectural studies of the blood glucose test meter, in exchange for a fifty (50) percent ownership interest.

From December 2006 to June 30, 2007, the Company recorded its investment in GlucoTel under the equity method. For the Period March 1, 2007 to June 30, 2007 the Company recorded $318,571 of losses. On June 30, 2007, the Company invested another $1,250,000 in the joint venture.

Commencing July 1, 2007 the Company is treating its capital investment in GlucoTel as a vehicle for research and development. Because the Company is solely providing financial support to further the research and development of GlucoTel, such amounts are being charged to expense as incurred by GlucoTel. GlucoTel presently has no ability to fund these activities and is dependent on the Company to fund its operations. In these circumstances, GlucoTel is considered a variable interest entity and has been consolidated. The creditors of GlucoTel do not have recourse to the general credit of the Company.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of August 31, 2007, the Company had working capital of $691,499, and the Company had no cash resources to meet its current Business Plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3) Correction of Error

In March 2008, management of the Company determined that the interim financial statements for the quarterly period ended August 31, 2007, as filed in its Quarterly Report on Form 10-QSB with the SEC, omitted the description and effect of a 13 for 1 forward stock split of the common stock of the Company which was declared and completed on January 2, 2007.

In addition, the August 31, 2007 financial statements have been restated to include the operations of GlucoTel Scientific, Inc. The effect on previously reported amounts is as follows:

		Previously		Restated
		Reported		Amount

Total assets	$	1,745,917	$	910,678
(Deficit) accumulated in the development stage	$	(844,323)	$	(1,818,557)
Net (loss) for the 3 months ended August 31	$	(369,440)	$	(1,343,674)
Net (loss) per share (3 months)	$	(0.01)	$	(0.03)
Net (loss) for the 6 months ended August 31	$	(605,374)	$	(1,579,608)
Net (loss) per share (6 months)	$	(0.01)	$	(0.04)

Accordingly, the accompanying interim financial statements have been restated to reflect the impact of the forward stock split on the shares issued and outstanding which decreased the loss per share – basic and diluted of $(0.03) in 2007 and $(0.01) in 2006, to $(0.03) and $0.00, respectively.

(4) Common Stock

On August 13, 2007, the Company issued 28,307,500 shares of its common stock in anticipation of acquiring the remaining 50% ownership of GlucoTel Scientific, Inc. The shares were being held by the Company until the transaction was completed. The transaction was completed on March 5, 2008 and the shares were subsequently cancelled.

On June 30, 2007 a shareholder contributed $1,250,000 cash to the Company which was recorded as additional paid in capital.

On January 12, 2007, the Company issued 625,000 shares of common stock (post forward split) at a price of $2.00 per share for cash proceeds of $1,250,000.

On January 2, 2007, the Company completed a 13 for 1 split of its common stock to outstanding stockholders as of January 2, 2007. Accordingly, all issued amounts of common stock have been restated to reflect the forward stock split.

On September 12, 2005, the Company issued 3,900,000 shares of common stock (post forward split) at a price of $0.000769 per share for cash proceeds of $3,000.

In August 2005, the Company issued 20,150,000 shares of common stock (post forward split) pursuant to a Private Placement Offering at a price of $0.001687 per share for cash proceeds of $34,000.

On May 27, 2005, the Company issued 19,500,000 shares of common stock (post forward split) pursuant to a Private Placement Offering at a price of $0.000769 per share for cash proceeds of $15,000.

(5) Commitments

The Company’s wholly owned subsidiary, BodyTel Europe GmbH, entered into a lease agreement for the lease of BodyTel Europe GmbH offices in Europe. Pursuant to the terms of the lease agreement the Company agreed to lease 187 square meters (2012 square feet) of office space located in Schlachthofstr. 1, Bad Wildungen, 34537 Germany for a term of two years beginning August 1, 2007 and € 1,309 (1,804) per month with an additional 19% VAT.

ITEM 2. Management’s Discussion and Analysis or Plan of Operations

In General

Bodytel Scientific, Inc. (the "Company") was incorporated in Nevada as a development stage company on April 4, 2005, with a mission to create a comprehensive, trusted, state-of-the-art online marketplace for buyers and sellers of new and used cellular (cell) telephones. Since its inception, the Company has strived to gain a large number of postings of cell phones from a variety of sources, including individuals, businesses, and not-for-profit enterprises that will appeal to a broad market of interested buyers.

Commencing in December 2006, the Company embarked on an aggressive transition in its Business Plan from developing a state-of-the-art online marketplace for new and used cellular telephones to a Company seeking to market state-of-the-art monitoring products and services to diabetic patients.

On December 6, 2006, the Company entered into a Joint Venture arrangement with Safe-com GmbH & Co. KG (“Safe-com”). Under this arrangement, the Company retained 50% ownership of the Joint Venture under the name of GlucoTel Scientific, Inc., a Nevada Corporation (“GlucoTel Scientific”), in return for an investment of $1,250,000 USD. Safe-com transferred to the Joint Venture: All received trade marks or trade marks which are currently in approval for GlucoTel, all patent applications for GlucoTel, the IP Rights and Source Code for the GlucoTel Software running on the mobile phones, the IP Rights and Source Code for the Webserver and Portal, the design prototype, the rights for the design of the meter, the negotiated contracts with the manufacturers of the meter and the strip manufacturer, the working prototypes of the meter, all marketing and promotional equipment (booth, roll ups, flyer, etc.) and all blueprints and architectural studies of the glucose meter. Safe-com, for the transfer of the assets to the joint venture, also obtained a 50% interest and was reimbursed $265,000 in research and development expenses by the joint venture.

GlucoTel Scientific will have as a mission to become a market leader in providing innovative higher quality diabetes monitoring products and services to diabetic patients and their physicians, (the “GlucoTel Product”).

The Company changed its name from SellCell.Net to Bodytel Scientific Inc. effective December 13, 2006.

PLAN OF OPERATIONS

During the next 12 months, the Company will focus on the further development and commercialization of the GlucoTel blood glucose meter through its Joint Venture agreement with Safe-com. During this period, the Company expects to have completed and received all relevant patents, trademarks and regulatory approvals such as Federal Drug Administration and CE approvals from the European Union to begin distributing its product.

Glucotel has the following patents and trademarks: European Trademark- Glucotel (file number 005130687) granted on October 16, 2006, European Trademark Application- Bodytel (file number 005178827) applied for on July 4, 2006, European Trademark Application – Weighttel (file number 005179064) applied for on July 4, 2006, European Trademark Application – Pressuretel (file number 005179131) applied for on July 4, 2006 and European Patent Application –Diabetes Smartphone (file number 06006190.0) applied for on March 24, 2006.

The patents and trademarks to be filed include : European Trademark Application – CardioTel and European Patent Application – Diabetes Webshop.

Our expenditures for the next 12 months are expected to include:

Research and Development:	$	748,750
Employment costs		272,500
Legal and accounting		141,000
Travel		125,000
Marketing		50,000
Working capital		58,250
Total	$	1,395,500

While the Company does not have a history of generating revenues, it believes that through its interest in GlucoTel Scientific, if its products are successful, it will have an opportunity to realize a potentially significant revenue stream through the sales of the blood glucose meter as well as the strips that are to be used to test a diabetic patient’s glucose level.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing or profits from sales commissions through our website. For these reasons our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern.

Future Financings

We plan to offer and sell our common shares and/or arrange for debt financing in order to fund our business operations. There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available, we may be required to curtail operations significantly. Issuances of additional shares will result in dilution to our existing shareholders.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

FORWARD LOOKING STATEMENTS

Certain matters discussed or referenced in this report, including expectation of increased revenues and continuing losses, our financing requirements, our capital expenditures and our prospects for the development of our blood glucose monitor, are forward-looking statements. Other forward-looking statements may be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “anticipate”, “intend”, “continue”, or similar terms, variations of such terms or the negative of such terms. All forward-looking statements speak only as of the date of this report, and we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any

forward-looking statements contained in this report to reflect any change in our expectations with regard to such statements or any change in events, conditions or circumstances on which any such statement is based. Although such statements are based upon our current expectations, and we believe such expectations are reasonable, such expectations, and the forward-looking statements based on them, are subject to a number of factors, risks and uncertainties that could cause our actual results to differ materially from those described in the forward-looking statements, including those described below and in our other filings with the Securities and Exchange Commission.

ITEM 3. Controls and Procedures.

Evaluation of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. This evaluation was conducted with the participation of our chief executive officer and our principal accounting officer, Stefan Schraps.

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

Limitations on the Effectiveness of Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon his evaluation of our controls, the chief executive officer and principal accounting officer has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the three months ended August 31, 2007 that have materially affected, or are reasonably likely to materially affect our internal controls.

PART II

Item 1. Legal Proceedings

We are not party to any legal proceedings nor are we aware of any pending or threatened legal action.

Item 2. Unregistered Sales of Equity Securities

We did not issue any securities without registration pursuant to the Securities Act of 1933 during the three months ended August 31, 2007.

Item 3. Defaults Upon Senior Securities

None

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

No matters were submitted to our security holders for a vote during the first two quarters of our fiscal year ending February 28, 2008.

Item 5. Other Information

On December 6, 2006, the Company entered into a joint venture arrangement with Safe-com. Under this arrangement, the Company retains 50% ownership of the Joint Venture in return of an investment of $1,250,000. Safe-com, transferred to the Joint Venture: All received trade marks or trade marks which are currently in approval for GlucoTel, all patent applications for GlucoTel, the IP Rights and Source Code for the GlucoTel Software running on the mobile phones, the IP Rights and Source Code for the Webserver and Portal, the design prototype, the rights for the design of the meter, the negotiated contracts with the manufacturers of the meter and the strip manufacturer, the working prototypes of the meter, all marketing and promotional equipment (booth, roll ups, flyer, etc.) and all blueprints and architectural studies of the glucose meter.

On June 30, 2007 the Company received funds of $1,250,000 that was contributed to capital. The proceeds have been advanced to GlucoTel Scientific Inc. in order for them to continue their marketing efforts and provide the company with the funds necessary to conduct the necessary trials of their blood glucose monitor as part of the FDA and CE approval process.

Item 6. Exhibits

Exhibits required by Item 601 of Regulation S-B

Exhibit Number	Description
3.1	Articles of Incorporation (incorporated by reference from our Form SB-2 Registration Statement, filed on October 25, 2005)
3.2	Bylaws (incorporated by reference from our Form SB-2 Registration Statement, filed on October 25, 2005)
10.1	Shareholder Agreement among our company, Safe-com GmbH & Co. KG and Gluoctel Scientific Inc. dated December 6, 2006 (incorporated by reference from our Current Report on Form 8-K, filed on December 14, 2006)
10.2	Technology Transfer Agreement between Safe-com GmbH & Co. KG and GlucoTel Scientific Inc. dated December 8, 2006 (incorporated by reference from our Current Report on Form 8-K, filed on December 14, 2006)
31.1*	CEO and CFO Section 302 Certification under Sarbanes-Oxley Act of 2002
32.1*	CEO and CFO Section 906 Certifications under Sarbanes-Oxley Act of 2002

* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BODYTEL SCIENTIFIC INC.

By:      /s/ Stefan Schraps
             Stefan Schraps, President,
             Chief Executive Officer and
             Chief Financial Officer Director

Date: April 10, 2008

BodyTel Scientific (BDYTE) Inactive 10QSB/A2008 Q2 Quarterly report (small business) (amended)