BodyTel Scientific 10QSB/A 2008 Q3 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 endedNovember 30, 2007

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from _________ to _________

Commission File No.000-51633

BODYTEL SCIENTIFIC INC.
(Exact name of small business issuer as specified in its charter)

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

One Independent Drive, Suite 1701, Jacksonville, FL
(Address of principal executive offices)

904.305.8634
(Issuer’s telephone number)

2470 St. Rose Pkwy, Suite 304, Henderson, Nevada
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports 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]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable
date:As of January 22, 2008, there were 44,175,000 sharesof common stock, par value $0.001, outstanding.

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 November 30, 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 had financial control of GlucoTel as of June 30, 2007. Accordingly the Company is adjusting 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 November 30, 2007, including the following: an increase in the Company’s reported net loss of $1,163,388 for the nine months ended November 30, 2007; a decrease in total assets of $1,076,883 as at November 30, 2007, an increase in accounts payable and accrued liabilities from $143,521 to $230,026 as at November 30, 2007; a decrease in total current liabilities from $1,915,779 to $752,284 as at November 30, 2007, the addition to the statements of operations of a non-controlling interest of $773,969 for the nine months ended November 30, 2007; the increase to additional paid-in capital from $1,298,025 to $2,507,825; the decrease in stockholders’ equity from $243,328 to $155,716; an increase in expenses from 538,106 to $2,933,024; 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 November 30, 2007, and for the three and nine month periods ended November 30, 2007, and 2006, and from inception (April 4, 2005) through November 30, 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 January 22, 2008 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 January 22, 2008.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BODYTEL SCIENTIFIC, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2007 and 2006
(UNAUDITED)

BODYTEL SCIENTIFIC, INC.
(A DEVELOPMENT STAGE COMPANY)

CONTENTS

Consolidated Financial Statements

(a)	Consolidated Balance Sheet as of November 30, 2007 (Unaudited);

(b)	Consolidated Statements of Operations (Unaudited) for the three and nine months ended November 30, 2007 and 2006, and for the period from April 4, 2005 (date of inception) through November 30, 2007;

(c)	Consolidated Statements of Cash Flows (Unaudited) for the nine months ended November 30, 2007 and 2006 and for the period from April 4, 2005 (date of inception) through November 30, 2007; and

(d)	Notes to the Consolidated Financial Statements.

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

		November 30,
		2007
		(Unaudited)

ASSETS

Current
Cash and cash equivalents	$	479,824
Prepaid expenses		60,270
Total current assets		540,094

Property and equipment, net of accumulated depreciation		56,474

Total Assets	$	596,568

LIABILITIES

Current
Accounts payable and accrued liabilities	$	230,026
Due to shareholder		522,258
Total current liabilities		752,284

STOCKHOLDERS’ EQUITY

Share Capital
Authorized:
975,000,000 common voting stock with a par value of $0.001 per share
Issued: 72,482,500 common shares;
Outstanding: 44,175,000 common shares		44,175
Additional paid-in capital		2,507,825
(Deficit) accumulated during the development stage		(2,707,716	)
Total stockholders’ equity		(155,716	)

Total Liabilities and Stockholders’ Equity	$	596,568

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
		Three												Period From
		Months			Three			Nine Months			Nine Months			April 4, 2005
		Ended			Months Ended			Ended			Ended			(Inception) To
		November 30,			November 30,			November 30,			November 30,			November 30,
		2007			2006			2007			2006			2007

Revenue	$	-		$	-		$	-		$	-		$	-


Expenses
Advertising and promotion		37,332			-			58,918			-			58,918
Depreciation		20,480			-			26,233			-			26,233
Bank charges and interest		3,497			-			4,500			-			4,500
Consulting		119,299			-			153,236			-			153,236
Investor communications		10,329			-			24,949			-			24,949
Management salaries		-			-			16,000			-			16,000
Motor vehicle expenses		2,300			-			6,364			-			6,364
Office		118,823			501			143,551			9,695			155,020
Professional fees		66,403			2,300			91,338			23,506			161,360
Regulatory fees		388			-			8,621			-			8,621
Rent		62			-			498			-			498
Research and development		325,849			-			2,164,645			-			2,164,645
Salaries and wages		140,910			-			140,910			-			140,910
Telephone		3,244			-			3,338			-			3,338
Travel and entertainment		44,532			-			89,923			-			89,923
		893,448			2,801			2,933,024			33,201			3,014,515

(Loss) from operations		(893,448	)		(2,801	)		(2,933,024	)		(33,201	)		(3,014,515	)

(Loss) from joint venture		-			-			(318,571	)		-			(476,029	)

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

Interest income		4,289			-			8,859			-			8,859

Net (loss)	$	(889,159	)	$	(2,801	)	$	(2,468,767	)	$	(33,201	)	$	(2,707,716	)

Basic and diluted (loss) per commonshare	$	(0.02	)	$	(0.00	)	$	(0.06	)	$	(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
		Nine Months			Nine Months			(Inception)
		Ended			Ended			To
		November 30,			November 30,			November 30,
		2007			2006			2007

Cash Flows from Operating Activities:

NET CASH FLOWS (USED IN)
OPERATING ACTIVITIES	$	(1,394,047	)	$	(26,224	)	$	(1,468,306	)

Cash Flows from Investing Activities:
Equipment		(59,522	)		-			(59,522	)
Cash received on acquisition of subsidiary		183,393			-			183,393
Investment in Joint Venture		-			-			(1,250,000	)

NET CASH FLOWS PROVIDED BY (USED
IN) INVESTING ACTIVITIES		123,871			-			(1,126,129	)

Cash Flows from Financing Activities:
Advances from shareholder		500,000			-			522,259
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		1,750,000			-			3,074,259

Increase (Decrease) In Cash		479,824			(26,244	)		479, 824

Cash, Beginning of Period		-			26,244			-

Cash, End of Period	$	479,824		$	-		$	479,824

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
NOVEMBER 30, 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 patients.

The consolidated financial statements include the accounts and operations of BodyTel Scientific, Inc. and its wholly owned subsidiaries, BodyTel North America LLC and BodyTel Europe GmbH 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 reported 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 nine month period ended November 30, 2007, are not necessarily indicative of the results that may be expected for the year ending February 29, 2008.

BODYTEL SCIENTIFIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2007
(UNAUDITED)

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 November 30, 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 November 30, 2007, and expenses for the periods ended November 30, 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, GlucoTel Scientific Inc (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 November 30, 2007, the Company had negative working capital of $212,190, 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 November 30, 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 November 30, 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	$	1,673,451		$	596,568
(Deficit) accumulated in the development stage	$	(1,544,328	)	$	(2,707,716	)
Net (loss) for the 3 months ended November 30, 2007	$	(700,005	)	$	(889,159	)
Net (loss) per share (3 months)	$	(0.01	)	$	(0.02	)
Net (loss) for the 9 months ended November 30, 2007	$	(1,305,379	)	$	(2,468,727	)
Net (loss) per share (9 months)	$	(0.02	)	$	(0.06	)

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 $(0.02) in 2007 and $0.00 in 2006, to $(0.06) 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 $1,250,00 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 $0.00169 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 shares for cash proceeds of $15,000.

(5) Commitments

Operating lease

The Company’s wholly owned subsidiary, Bodytel North America LLC, has entered into a 36 month lease agreement with an unrelated third party in regards to its premises. The agreement begins on December 1, 2007 and the monthly payments for the first 12 months are $6,080 per month with an increase to $6,215 for months 13 – 24 and an increase to $6,350 for months 25 – 36.

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 OPERATION

Forward Looking Statements

This quarterly report contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

the completion of the development, production and marketing of our GlucoTel products;
the potential for delays in the development, production and research of our GlucoTel products;
risks related to maintaining the required regulatory approvals;
risks related to the commercial acceptance of our GlucoTel products;
risks related to intellectual property litigation;
the potential exposure to product liability claims;
the potential to have unresolveable disputes with our partner regarding major decisions affecting GlucoTel Scientific Inc.
the uncertainty of profitability based upon our history of losses;
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned development, research, marketing and distribution of our GlucoTel products;
other risks and uncertainties related to our prospects, properties and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", the “Company” and "BodyTel" mean BodyTel Scientific, Inc., unless the context clearly requires otherwise.

Introduction

We are a development stage company in the business of marketing state-of-the-art monitoring products and services to patients with Chronic diseases, with a focus on Diabetes. Our products are designed to simplify home monitoring for patients and to ease the communication of measured body values thus bridging the gap between patients, healthcare professionals and caregivers. Our products GlucoTel™, PressureTel™ and WeightTel™ all carry a built-

in Bluetooth module which enables them to automatically transmit measured body values to a secure internet database using the patient’s cell phone as a transmission hub. While the transmission from the device to the cell phone is done via Bluetooth technology, the transmission from the cell phone to the internet database is done by cell phone internet connection. There is no user interaction required.

We have not generated any revenue from our operations since inception. There can be no assurance that we will generate revenues in the future, or that we will be able to operate profitably in the future, if at all. We have incurred net losses in each fiscal year since inception of our operations. Our current plan of operation is to continue the further development and commercialization of the GlucoTel™ blood glucose meter through our joint venture agreement with Safe-com GmbH & Co. KG.

Corporate History

Our company was incorporated in the State of Nevada on April 4, 2005 under the name “SellCell.Net”. Effective December 13, 2006, we changed our name from “SellCell.Net” to “BodyTel Scientific, Inc.”. The address of our principal executive office is One Independent Drive, Suite 1701, Jacksonville, FL. Our common stock is quoted on the OTC Bulletin Board under the symbol "BDYT".

Recent Corporate Developments

Since the completion of our second quarter ended August 31, 2007 we experienced the following significant corporate developments:

	1.	In January, 2008, we submitted the GlucoTel Technical File for regulatory review to the designated European Notified Body. This review is required for the initiation of sales and distribution activities for medical devices in Europe and in European Union members countries.

	2.	In December, 2007, we moved our head office to One Independent Drive, Suite 1701, Jacksonville, Florida. Our new telephone number is (904)305-8634.

	3.	In November, 2007, through our wholly owned subsidiary BodyTel Europe GmbH, we entered into an international distribution agreement with FourMed Medical Supplies. Beginning in the first quarter of 2008, BodyTel’s new partner, FourMed Medical Supplies (www.fourmed.com ), intends to begin offering BodyTel’s blood glucose monitoring and diabetes management system, GlucoTel™, as well as the PressureTel™ blood pressure device and the WeightTel™ weight scale in eight Arabian countries, with the United Arab Emirates as its core market (the “Territiory”). Pursuant to the terms of the distribution agreement BodyTel granted FourMed the right to exclusively market the products of BodyTel in the Territory for a term of one year. In consideration of the exclusive distribution rights FourMed agreed to meet certain minimum sales volume targets during the first year of the agreement. FourMed is also responsible for all distribution, compliance and marketing costs relating to the sale of the products in the Territory.

	4.	In November, 2007 we re-launched our web portal, www.bodytel.com, with the inclusion of the BodyTel Center. The BodyTel Center is a secure, password-protected area, where users of the company's telemedical devices are provided access to their medical data. For the diabetes self- management system, GlucoTel, it is mainly the blood sugar values; for PressureTel, the blood pressure values; and for WeightTel, the user's weight. BodyTel's first product GlucoTel is expected to be launched in CE-requiring markets in the first quarter of 2008.

	5.	On November 9, 2007, we entered into a loan agreement with our 50% owned subsidiary GlucoTel Scientific Inc. pursuant to which we loaned GlucoTel $500,000 for working capital purposes. The loan is unsecured and evidenced by a promissory note. The loan is for a term of one year at an interest rate of 10% annually.

	6.	On October 29, 2007 we announced progress with respect to securing both CE and FDA

		regulatory approvals for our GlucoTel Products. Management now expects to be granted CE approval during the first quarter of 2008 with FDA approval anticipated in the third quarter of 2008.

	7.	In September, 2007 we incorporated a wholly-owned limited liability corporation in the State of Florida under the name “Bodytel North America LLC” for the purpose of marketing and distributing our products in North America. On November 30, 2007, BodyTel North America LLC (“BodyTel US”) entered into an office lease with One Independent Square LLC, pursuant to which BodyTel US agreed to lease approximately 3,243 square feet located at 1 Independent Drive, Suite 1701, Jacksonville, Florida. The term of the lease is for three years ending on November 30, 2010. We agreed to pay $6,080 per month for the first twelve months of the lease, $6,215 per month for the second year of the lease and $6,350 per month for the third year of the lease.

	8.	On September 28, 2007, BodyTel terminated its principal independent accountants, Davis Accounting Group P.C., and retained Stark Winter Schenkein & Co., LLP as its new principal independent accountants.

	9.	In June, 2007, we incorporated a wholly-owned German subsidiary under the name BodyTel Europe GmbH (“BodyTel Europe”) for the purpose of marketing, licensing and distributing our products in Europe. In June, 2007 BodyTel Europe entered into a lease agreement for the lease of BodyTel Europe offices in Europe. Pursuant to the terms of the lease agreement we 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 at a cost of €1,309 ($1,804) per month.

Plan of Operation

During the next twelve months, the Company intends to focus on finishing the development and commercialization of the GlucoTel blood glucose monitoring system through its joint venture GlucoTel Scientific, Inc. During this period, the Company expects to have completed and received all relevant patents, trademarks and regulatory approvals such as Federal Drug Administration for the United States and CE approvals from the European Union to begin distributing its product. Additionally, the Company expects to have finalized the development and commercialization of its products WeighTel and PressureTel. Also, the Company expects to conduct further research and development on home monitoring devices in different areas for chronic diseases such as Diabetes.

The focus for commercialization will be initially on the countries which accept the CE certification as regulatory approval. These are expected to be Europe and European Union countries as well as the Middle East and India. Upon successful FDA clearance, we intend to start commercialization also in the United States.

Cash Requirements

Over the next twelve months, we anticipate that we will incur the following operating expenses:

Expense		Cost
Research and development	$	1,469,851
Manufacturing expenses		12,504,702
Employment costs		2,621,694
Professional fees		665,500
Travel & Other expenses		5,971,133
Marketing		1,166,700
Total	$	24,399,580

As at January 15, 2008, we had cash of approximately $25,000. Accordingly, we expect that we will need to obtain additional financing over the next twelve months in order to meet our anticipated expenditures and if our revenues are insufficient to meet our estimated operating expenses over the next twelve months. The Company has received a commitment from a third party lender for a loan of up to $2,500,000 and expects to raise additional capital through further equity financings, see “Future Financings”, below.

Personnel

As a result of the recent developments in the Company’s US and European operations, the Company expects to hire a significant number of additional employees. At present the Company has 15 employees and, through the course of the next twelve months, the Company expects to hire approximately 20 additional people bringing the total number of employees to 35 at the end of November 2008.

Results Of Operations

Three Months Summary

		Three Months Ended November 30
		2007			2006
Operating Expenses	$	(893,448	)	$	(2,801	)
Loss from GlucoTel Scientific Inc.		-			-
Interest Income		4,289			-
Net Loss	$	(889,159	)	$	(2,801	)

Revenue

As at November 30, 2007, we did not generate any revenue. We do not expect to generate revenue from sales of our products until receive regulatory approval for the marketing and distribution of our products in Europe, the Middle East and North America.

Expenses

Our expenses for the three months ended November 30, 2007 and November 30, 2006 are outlined in the table below:

		Three Months Ended November 30
		2007		2006
Depreciation	$	20,480	$	-
Advertising and Promotion		37,332		-
Bank charges and interest		3,497		-
Consulting		119,299		-
Investor Communications		10,329		-
Motor vehicles		2,300		-
Office		118,823		501
Professional fees		66,403		2,300
Regulatory fees		388		-
Research and Development		325,849		-
Salaries and wages		140,910		-
Travel and entertainment		44,532		-
Rent		62		-
Telephone		3,244		-
Total expenses	$	893,448	$	2,801

Total operating expenses during the three months ended November 30, 2007 increased substantially as compared to the comparative period in 2006 because of the preparation of the market entry for the GlucoTel product. General and administrative cost increased as a result of regulatory and approval costs as well as the operational costs for preparing the market launch in Europe and the US.

Liquidity and Financial Condition

Working Capital

		At November 30, 2007		At February 28, 2007
Current assets	$	540,094	$	-
Current liabilities		752,284		29,491
Working capital (deficiency)	$	212,190	$	(29,491	)

Cash Flows

		Nine Months Ended
		November 30, 2007			November 30, 2006
Cash flows used in operating activities	$	(1,394,047	)	$	(26,244	)
Cash flows provided by investing activities		123,871			-
Cash flows provided by financing activities		1,750,000			-
Increase (decrease) in cash during period	$	479,824		$	(26,244	)

Future Financings

Our plan of operation calls for significant expenses in connection with the development, research, marketing and distribution of our GlucoTel products. We recorded a net operating loss of $893,448 for the three months ended November 30, 2007 and have net operating loss of $3,014,515 since inception. We estimate that we will require approximately $24,399,580 for anticipated expenses over the next twelve months. As at January 15, 2008, we had cash of approximately $25,000. Accordingly, we expect that we will need to obtain additional financing over the next twelve months in order to meet our anticipated expenditures and if our revenues are insufficient to meet our estimated operating expenses over the next twelve months. The Company has received a commitment from a third party lender for a loan of up to $2,500,000 and expects to raise additional capital through further equity financings.

Obtaining additional financing is subject to a number of factors. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common stock to raise money for our operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our independent auditors believe there exists a substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

There are no 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 investors.

Application of Critical Accounting Estimates

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, we consider 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

Revenue Recognition

We are in the development stage and have yet to realize revenues from operations. Once we have commenced operations, we 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 our 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

Income Taxes

We account for income taxes pursuant to SFAS No. 109,Accounting for Income Taxes (“SFAS 109”). Under SFAS 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

We maintain a valuation allowance with respect to deferred tax assets. Our company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration our company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry forward period under the Federal tax laws.

Changes in circumstances, such as our generating taxable income, could cause a change in judgment about the ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value of Financial Instruments

We estimate the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts our company could realize in a current market exchange. As of November 30, 2007, the carrying value of cash, prepaid expenses, accounts payable, and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

Deferred Offering Costs

We defer as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Common Stock Registration Expenses

We consider incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

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 November 30, 2007, and expenses for the periods ended November 30, 2007, and 2006, and cumulative from inception. Actual results could differ from those estimates made by management.

RISKS AND UNCERTAINTIES

We have not earned any revenues since our incorporation and only have a limited operating history in our current business of developing, marketing, researching and distributing the GlucoTel products, which raise doubt about our ability to continue as a going concern.

Our company has a limited operating history in our current business of developing, marketing, researching and distributing the GlucoTel products and must be considered in the development stage. We were incorporated on April 4, 2005 with a business plan to create a comprehensive, trusted, state-of-the-art online marketplace for buyers and sellers of new and used cellular telephones. We were not successful in implementing our original business plan and as a result we decided in November 2006 to market state-of-the-art monitoring products and services to diabetic patients. In December 2006, we entered into an incorporated joint venture with Safe-com GmbH & Co., KG, a German corporation, to pursue the development, production and marketing of blood glucose meter for diabetic patients that operates over a cellular telephone system.

We have not generated any revenues since our inception and we will, in all likelihood, continue to incur operating expenses without significant revenues until we successfully develop, produce and market our GlucoTel products. Our primary source of funds has been the sale of our common stock. We cannot assure that we will be able to generate any significant revenues or income. These circumstances make us dependent on additional financial support until profitability is achieved. There is no assurance that we will ever be profitable, and we have a going concern note as described in an explanatory paragraph to our consolidated financial statements for the year ended February 28, 2007.

Our likelihood of profit depends on our ability to develop, produce and market our GlucoTel products, which is currently in the development stage. If we are unable to complete the development, production and marketing of our GlucoTel products successfully, our likelihood of profit will be limited severely.

We are engaged in the business of developing, producing and marketing of our GlucoTel products. Our GlucoTel products are in the development stage and we have not begun the regulatory approval process. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon successful commercialisation of our potential GlucoTel products, which will require significant additional research and development.

If we encounter problems or delays in the development, production and research of our GlucoTel products, we may not be able to raise sufficient capital to finance our operation during the period required to resolve the problems or delays.

Our GlucoTel products are currently in the development stage and we anticipate that we will continue to incur operating expenses without significant revenues until we have successfully completed all necessary research and clinical trials. We, and any of our potential collaborators, may encounter problems and delays relating to research and development, regulatory approval and intellectual property rights of our technology. Our research and development programs may not be successful. If any of these events occur, we may not have adequate resources to continue operations for the period required to resolve the issue delaying commercialisation and we may not be able to raise capital to finance our continued operation during the period required for resolution of that issue. Accordingly, we may be forced to discontinue or suspend our operations.

We need to raise additional financing to support the development, production and research of our GlucoTel products in the future but we cannot be sure we will be able to obtain additional financing on terms favourable to us when needed. If we are unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated.

We raised gross proceeds of approximately $2,552,000 through private placements since our inception. Our ability to continue to develop the GlucoTel products is dependent upon our ability to raise significant additional financing when needed. If we are unable to obtain such financing, we will not be able to fully develop our GlucoTel products. Our future capital requirements will depend upon many factors, including:

continued scientific progress in our research and development programs;
costs and timing of seeking regulatory approvals and patent prosecutions;
competing technological and market developments;
our ability to establish additional collaborative relationships; and
the effect of commercialisation activities and facility expansions if and as required.

We have limited financial resources and to date, no cash flow from operations and we are dependent for funds on our ability to sell our common stock, primarily on a private placement basis. There can be no assurance that we will be able to obtain financing on that basis in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors. Any sale of our common stock in the future will result in dilution to existing stockholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardising our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct the development of GlucoTel products, which might result in the loss of some or all of your investment in our common stock.

If we fail to obtain and maintain required regulatory approvals for GlucoTel products, our ability to commercialise our GlucoTel products will be limited severely.

Once GlucoTel products are fully developed, we intend to market our GlucoTel products primarily in the United States and Europe. We must obtain the approval of the Food and Drug Administration of our GlucoTel products before commercialisation of our GlucoTel products may commence in the United States and similar agencies in Europe. We may also be required to obtain additional approvals from foreign regulatory authorities to commence our marketing activities in those jurisdictions. If we cannot demonstrate the safety, reliability and efficacy of our GlucoTel products, the Food and Drug Administration or other regulatory authorities could delay or withhold regulatory approval of our potential products.

Furthermore, even if we obtain regulatory approval for our GlucoTel products, that approval may be subject to limitations on the indicated uses for which they may be marketed. Even after granting regulatory approval, the Food and Drug Administration, other regulatory agencies, and governments in other countries will continue to review and inspect marketed products, manufacturers and manufacturing facilities. Later discovery of previously unknown problems with a product, manufacturer or facility may result in restrictions on the product or manufacturer,

including a withdrawal of the product from the market. Further, governmental regulatory agencies may establish additional regulations which could prevent or delay regulatory approval of our GlucoTel products.

Even if we obtain regulatory approvals to commercialise our GlucoTel products, we may encounter a lack of commercial acceptance of our GlucoTel products, which would impair the profitability of our business.

The largest industry competitors actively marketing blood glucose monitoring devices, such as Abbott Laboratories, Bayer, Johnson & Johnson and Roche Holding, occupy over 90% of sales of blood glucose monitors within the market. As a result, we cannot be certain that our GlucoTel products will achieve the market acceptance at a level that would allow us to operate profitably.

We depend to a significant extent on certain key personnel, the loss of any of whom may materially and adversely affect our company.

Our success depends solely upon the continued service of our sole officer and director and a team of consultants. The loss of any combination of these individuals would have a material adverse effect on our growth, revenues, and prospective business. We do not maintain key-man insurance on the life of our executive officer. In addition, in order to successfully implement and manage our business plan, we will be dependent upon, among other things, successfully recruiting qualified managerial personnel and employees with experience in business and the telecommunications industry. Competition for qualified individuals is intense. There can be no assurance that we will be able to find, attract and retain existing employees or that we will be able to find, attract and retain qualified personnel on acceptable terms.

We may be unable to prevent certain employees or partners from competing with us if they leave our employment or terminate their relationship with us.

Our non-compete provisions may not be enforceable if we try to enforce such provisions. Even if our restrictive covenant is enforceable in Nevada, it does not mean that covenant will be enforceable in other jurisdictions or at all. A court in, for example, Germany may decide not to enforce the restrictive covenant for public policy reasons, notwithstanding that the agreement is slated to be governed by Nevada law and notwithstanding that the restrictive covenant is enforceable in Nevada.

We may be subject to intellectual property litigation such as patent infringement claims, which could adversely affect our business.

Our success will also depend in part on our ability to develop our technology and commercially viable products without infringing the proprietary rights of others. If we are forced to litigate an intellectual property dispute, we will have to divert management’s attention from developing our technology and marketing our GlucoTel products and will have to incur substantial costs regardless of whether or not we are successful. An adverse outcome could subject us to significant liabilities to third parties, and force us to curtail or cease the development and commercialization of our GlucoTel products.

Potential product liability claims could adversely affect our future earnings and financial condition.

We face an inherent business risk of exposure to product liability claims in the event that the use of our products results in adverse affects. As a result, we may incur significant product liability exposure. We may not be able to maintain adequate levels of insurance at reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured claims would add to our future operating expenses and adversely affect our financial condition.

We have only a 50% interest in GlucoTel Scientific Inc. and cannot control it fully; we may have unresolveable disputes with our partner.

We have acquired a 50% interest in GlucoTel Scientific Inc., the company that is developing the blood sugar measuring device. We have partnered with Safe-com GmbH & Co., KG, a German company that has developed the GlucoTel products to this point. We have agreed to enter a shareholders agreement with Safe-com but we may not

be able to agree with Safe-com GmbH & Co., KG on major decisions affecting GlucoTel Scientific Inc. If we are unable to resolve issues with our partner, our business will suffer and we may not be able to develop any products.

Because our sole officer and director is located in a non-U.S. jurisdiction, you may have no effective recourse against the management for misconduct and may not be able to enforce judgement and civil liabilities against our sole officer, director, experts and agents.

Our sole director and officer is a national and/or resident of a country other than the United States, and all or a substantial portion of his assets are located outside the United States. As a result, it may be difficult for you to enforce within the United States any judgments obtained against our sole officer or director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any U.S. state.

It is likely that additional shares of our stock will be issued in the normal course of our business development, which will result in a dilutive effect on our existing shareholders.

We may issue additional stock as required to raise additional working capital in order to undertake company acquisitions, recruit and retain an effective management team, compensate our sole officer and director, engage industry consultants and for other business development activities.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

ITEM 3. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2007, being the date of our most recently completed quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Stefan Schraps. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the SEC.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended November 30, 2007, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting during the quarter ended November 30, 2007.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

We did not complete any sales of securities without registration under the Securities Act of 1933 during the three months ended November 30, 2007.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

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	Product Supply Agreement between Safe-com GmbH & Co. KG and Cambridge Sensors Limited dated January 23, 2006 (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on January 22, 2008)
10.2	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)
10.3	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)
10.4	Services Agreement dated November 1, 2007 between GlucoTel Scientific, Inc. and RR Donnelley Global Turnkey B.V. (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on January 22, 2008)
10.5	Product Development and Supply Agreement dated May 30, 2007 between GlucoTel Scientific Inc. and LRE Medical GmbH (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on January 22, 2008)
10.6	Subscription Agreement between our company and Galaxy Equity Holdings Inc. dated June 30, 2007 (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on January 22, 2008)
10.7	Office Lease Agreement between Bodytel North America, LLC and One Independent Square LLC dated December 1, 2007 (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on January 22, 2008)
10.8	Loan Agreement dated November 9, 2007 between BodyTel Scientific Inc. and GlucoTel Scientific Inc. (incorporated by reference from our Quarterly Report on Form 10-QSB, filed on January 22, 2008)
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,
Chief Financial Officer and Director
(Principal Executive Officer and Principal
Financial and Accounting Officer)

Dated: April 10, 2008

BodyTel Scientific (BDYTE) Inactive 10QSB/A2008 Q3 Quarterly report (small business) (amended)