UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





Amendment
      No. 1 to


FORM
      10-KSB





ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      fiscal year ended December 31, 2007





Commission
      File No.


000-50639





Good
      Buddy's Coffee Express, Inc.


(Name
      of
      Small Business Issuer in its Charter)


Florida
              22-3880440(State
                  of Incorporation)
              (I.R.S.
                  Employer Identification No.)





7
      Richmond Lane, Blythewood, South Carolina 29016


(Address
      of Principal Executive Offices)





(803)
      920-4620


(Registrant's
      telephone number. including area code)





Securities
      registered pursuant to Section 12(g) of the Act: None





Common
      Stock, par value $0.0001 per share


(Title
      of
      Class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





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





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-B is not contained herein, and will not be contained, to the best
      of registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. o





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





The
      Company's revenues for the year ended December 31, 2007 were $0.




As
      of
      April 9, 2008, the aggregate market value of the voting stock held by
      non-affiliates of the registrant (based on a value of $.02 per share) on April
      9, 2008 was $42,375.





As
      of
      April 9, 2008, there were 7,031,250 shares of the registrant's Common Stock
      outstanding.










PART
      I.





Item
      1.
      DESCRIPTION OF THE BUSINESS





We
      were
      incorporated in Florida on February 1, 2002.





Current
      Operations.





Since
      our
      incorporation we have sought the proper mix of product offerings, community
      identity and unique venue. We have spent time developing the proper taste we
      want to offer to our customers in coffee selection, the right reasons that
      customers will choose us over many other choices as well as develop an adequate
      base of financial support to sustain operations through the period necessary
      until cash flow from operations can sustain us .At this time we do not have
      any
      operating locations built, nor any agreements in place to open any locations.
      The primary reason we have not opened a location is the financial requirement
      necessary to operate at a level necessary to sustain operations through the
      first six months. We anticipate that amount to be $150,000.





We
      are
      still committed to launching our original plan and operations as detailed below
      but see an opportunity to achieve revenue more quickly through a simple
      distribution arrangement with Starbucks. We have also considered approaching
      Starbucks as a supplier of their branded coffee in our facilities through their
      service offerings available via Starbucks Business Services as it offers the
      unique taste we have not been able to develop and the name it holds is a draw
      in
      itself to add to the strategy of community involvement and market uniqueness.
      In
      2007 we sought to do this at the University of South Carolina but the
      University's existing vendor contracts disabled the initiative through 2010.
      The
      talks did allow us to gain a relationship with Starbucks that has opened up
      opportunities in Africa and in our home market of South Carolina. We are
      confident that 2008 will see revenue events through these two
      initiatives.





Our
      Business.





We
      plan
      to develop cafes in South Carolina and then in other states in the South East,
      featuring gourmet coffee, pastries and related items. Our objective is to
      develop cafes that will provide a forum for rapid service and a strong community
      identity with the widespread popularity of coffee and related products. At
      this
      time we do not have any locations operating. We intend to meet what we believe
      is an increasing demand for convenience and community at an affordable price.
      Our primary objectives are:





1.
            To
                start a successful gourmet coffee store with a
                firstlocation
                in Columbia, SC.





2.
            To
                develop a national chain of high quality coffee
                outlets.





3.
            To
                establish a parent company capable of leading a national chain as
                well as
                develop the growth / expansion strategy into new
                markets.





4.
            Form
                strategic alliances with associated companies to increase national
                presence and solidify the value of this niche distribution technique.
                At
                this time we have not entered into any agreements with any entities
                or
                associated companies regarding our prospective products or
                locations.




It
      is our opinion that the retail coffee industry
      in South Carolina, and its surrounding areas experienced growth at the beginning
      of the decade and is now moving into the mature stage of its life cycle. We
      believe that many factors contribute to the demand for good quality coffee
      including, but not limited to, the climate is extremely conducive to coffee
      consumption, the pace of life in South Carolina, while diverse, is still
      acceptable to coffee consumption, and current trends reflecting the popularity
      of fresh, strong, quality coffee and specialty drinks.




1





Due
      to
      intense competition, we believe that it is no longer good enough just to open
      a
      cafe. We believe that cafe owners must look for ways to differentiate their
      cafe
      from others in order to achieve and maintain a competitive advantage.





We
      recognize this need for differentiation and strongly believe that two features
      will add this competitive advantage. The first concept is to offer a convenient
      drive thru that will allow the morning commuters rapid access to coffee without
      having to find parking and exit their automobile. Secondly, we intend to have
      an
      active program of artistic entertainment and dialog via literature readings
      and
      orchestrated debates.





The
      design of our building will incorporate four aspects. The first aspect will
      be
      the drive thru. Easy flow of traffic through the parking lot to the ordering
      window and out the exit is the desired goal. We will utilize LTC Architects
      LLC,
      of Columbia, SC to help develop and design our sites in Columbia. We have not
      entered into an agreement between LTC Architects and Good Buddy's Coffee
      Exchange, Inc. at this time. The second aspect is the debate and evening forum
      area. We will call this the Agora after the ancient Greek word for meeting
      place. This will be a room that can host 25-30 people in a cozy setting able
      to
      consume coffee and pastries while hearing a talk, debate or speaker. The third
      aspect is a 4-500 square foot area for business presentations and general social
      gatherings of customers. The fourth and central aspect is the coffee and food
      management area. We will set this up as a counter from where people can walk
      up
      and order as well as where a minimal waiting staff can place orders for seated
      customers during events. The total space requirement will be approximately
      1500-2000 square feet.





Products
      and Services





We
      intend
      to retail gourmet coffee through two mechanisms. The first will be an easy
      and
      convenient mechanism - the drive through. The second will be through our store
      /
      meeting place located on site with the drive thru. Coffee will be acquired
      by
      our own buyers throughout global coffee growing regions namely the Daintree
      Rainforest of Queensland, Australia and The Federation of Coffee Growers in
      Bogota, Colombia. We will import and package our coffee under our own private
      label. At this time we have not entered into any agreements with suppliers
      or
      related interests. We will expand our product offerings in types of coffee
      to
      capture and maintain market share and grow beyond its basic roots. We will
      initially start with three basic types of coffee. The first being a dark roast,
      the second a premium roast and the third an espresso grade offering. This
      initial offering of three will allow us to quickly service trafficking customers
      in the morning rush as well as be an adequate base to service our evening
      clientele for our entertainment and literary programs.


2





We
      believe that with our unique distribution niche we will penetrate the market
      that is currently dominated by Starbucks, various bagel outlets and McDonalds.
      None of these offer the combination of high quality, gourmet coffee with the
      drive through access nor do they appeal to the community as an "intellectual
      watering hole". The demographics of the desired locations for the initial
      outlets serves our plan well as it offers high volume traffic both in the drive
      thru aspect of the business and the opportunity to host various literary
      offerings and public forums for discussions. The eastern side of Columbia,
      SC,
      in the vicinity of Forest Drive and Trenholm Road has developed into a very
      high
      traffic area. Trenholm Plaza is a shopping center that caters to a very wealthy
      neighborhood in Forest Acres, Gregg Park, King's Grant and the surrounding
      areas. Major figures usually frequent this area when visiting Columbia such
      as
      Hillary Clinton and many authors on their book tours due to the presence of
      excellent bookstores and restaurants catering to the literary and artistic
      community. It is also well trafficked due to the location of Fort Jackson and
      The University of South Carolina both existing within two miles of this
      crossroad. From this area we feel we can capture a major amount of the traffic
      that passes in the mornings going to The University, downtown Columbia and
      Fort
      Jackson. It is our belief that the morning commuters are more apt to utilize
      a
      coffee service that is fast, reasonably priced and of high quality. It is also
      our belief that the artistic and literary community will utilize a venue that
      attracts and supports their work through hosting readings and debates as a
      form
      of reality entertainment. This combination will attract both the University
      crowd as well as the local neighborhood traffic as Columbia is known for its
      pride in local establishments and unique venues. At this time we have not
      entered into any agreements to open a location in this area.





We
      are
      presently exploring the offering of an online coffee distribution plan. Good
      Buddy's Coffee Express will offer our branded versions of coffee prepackaged
      and
      available for shipment. We will not offer this until we feel that the coffee
      brand has attained a distinctive recognition and that the operations of a
      website will be profitable. We do not have a URL address at this
      time.





Our
      Business Strategy





We
      believe that because of intense competition, cafe owners must constantly look
      for ways to differentiate their place of business from others if cafe owners
      hope to achieve and maintain a competitive advantage. We realize the need to
      differentiate ourselves from existing coffee shops and believe that offering
      convenient and rapid access to gourmet coffee is the key to success. Due to
      a
      large commuter base in our chosen markets and the lack of a gourmet coffee
      drive
      thru in South Carolina that a great market exists.


3





Our
      Target Markets and Marketing Strategy.





We
      believe that our primary target market will consist of individuals and
      businesses in South Carolina. We anticipate that we will market and promote
      our
      cafes locally as we will strive to establish a "community" atmosphere. We define
      community as a network of people and organizations that have a synergistic
      effect on one another as they come together to accomplish a common goal. The
      literary and artistic community is always seeking a venue to expound its work
      and have it publicly discoursed. People gather to hear others writings read,
      topics debated and speeches made. To host budding local literary figures and
      students a natural following will be established through this community of
      like-minded artists. The business community is constantly seeking ways to allow
      customers to hear their message. To act as a host for product presentations
      and
      forums for discussion business communities can develop within the framework
      of a
      meeting place. The commuter community exists as independent entities with the
      one need of high quality coffee offered to them without the wait and formality
      of the current offerings in Starbucks, McDonalds or any other venues. We
      anticipate that our marketing initiatives will include:





*
      Utilizing direct response print advertisements placed primarily in local print
      mediums such as magazines and newspapers;


*
      Advertising by television on local cable channels, radio, banners, affiliated
      marketing and direct mail


*
      Word of
      mouth advertising, which we believe will grow as we create customer
      loyalty.




Growth
      Strategy.





We
      plan
      to open our initial drive thru cafe in the Columbia, SC area. However, our
      ultimate goal is to expand our efforts in areas outside of Columbia. We believe
      that we will be able to generate the necessary revenue to expand only if we
      are
      able to provide high quality customer service coupled with reliable coffee
      offerings that do not inhibit the commute. We will promote ourselves as a fun,
      friendly and reliable way to enjoy a cup of coffee while commuting or enjoying
      a
      spirited debate, a well written piece of literature or a business gathering
      We intend
      to
      stimulate our growth in the Midlands (Columbia, SC) community through forming
      alliances with local businesses. We also hope to establish long-term customers.
      If we are successful in Columbia, SC then we will expand into other markets.
      However, in order to expand into other markets, we will need to raise additional
      funds either through equity financings or loans. There is no guaranty that
      we
      will be able to arrange for such financings or obtain loans with favorable
      terms. If we are unable to raise additional funds either through equity
      financings, loans or revenue production, we will likely be unable to expand
      our
      operations beyond the Richland County area.




4




Our
      Competition. We will face significant competition from existing, standard coffee
      shops and cafes, including, but not limited to, Starbucks, Mountain Mudd,
      McDonald's, Dunkin Donuts and various other locally owned coffee houses. There
      are currently numerous local and national chains that we will be competing
      with
      as well as individually owned businesses. We would have an extremely difficult
      time competing if all we provided was coffee and related products. However,
      we
      believe that we will be able to distinguish ourselves from the competition
      by
      providing high-speed, inexpensive access to gourmet coffee and pastries coupled
      with a fun, friendly and comfortable atmosphere. We do recognize that our
      success will depend on the acceptance of our services and products,
      specifically; we will need to convince a sufficient number of customers that
      our
      proposed drive thru cafe is a better alternative than the present quality of
      drive thru and that our expeditious service out does Starbucks. We intend to
      accomplish this by providing a reliable system that allows even the most junior
      employee to prepare and serve the services and products with minimal
      delay.





Our
      Intellectual Property. We do not presently own any patents, trademarks,
      licenses, concessions or royalties. Our success may depend in part upon our
      ability to preserve our trade secrets, obtain and maintain patent protection
      for
      our technologies, products and processes, and operate without infringing the
      proprietary rights of other parties. However, we may rely on certain proprietary
      technologies, trade secrets, and know-how that are not patentable. Although
      we
      may take action to protect our unpatented trade secrets and our proprietary
      information, in part, by the use of confidentiality agreements with our
      employees, consultants and certain of our contractors, we cannot guaranty
      that:





*
            these
                agreements will not be breached;


*
            we
                would have adequate remedies for any breach; or


*
            our
                proprietary trade secrets and know-how will not otherwise become
                known or
                be independently developed or discovered by
                competitors.





We
      cannot
      guaranty that our actions will be sufficient to prevent imitation or duplication
      of either our products and services by others or prevent others from claiming
      violations of their trade secrets and proprietary rights.


5




Government Regulation. Each food service location we establish
      will be subject to licensing and reporting requirements by numerous governmental
      authorities. These governmental authorities
      include federal, state and local health, environmental, labor relations,
      sanitation, building, zoning, fire and safety departments. Difficulties in
      obtaining or failure to obtain the necessary licenses or approvals could delay
      or prevent the development or operation of a given retail location. Any problems
      that we may encounter in renewing such licenses in one jurisdiction, may
      adversely affect our licensing status on a federal, state or local level in
      other relevant jurisdictions.





Our
      Research and Development. We are not currently conducting any research and
      development activities and do not anticipate conducting such activities in
      the
      near future.





Employees





As
      of the
      date of this prospectus we have one employee, our founder and Chief Executive
      Officer. We anticipate that we will hire additional employees once we have
      raised adequate funding and as we commence operations. From time-to-time, we
      anticipate that we will use the services of independent contractors and
      consultants to support our business development. We believe our future success
      depends in large part upon the continued service of our key technical and senior
      management personnel and our ability to attract and retain highly qualified
      technical and managerial personnel.





Changes
      in and disagreements with accountants on accounting and financial
      disclosure





We
      have
      had no disagreements with our accountants on accounting and financial
      disclosure.


6





Item
      2.
      DESCRIPTION OF PROPERTY





We
      do not
      currently own or lease any property. We currently operate out of space located
      at 7 Richmond Lane, Blythewood, SC 29016. This space is owned by Scott Massey,
      our Chief Executive Officer in a rent-free arrangement. Mr. Massey is paying
      all
      of the expenses associated with our use of this space. We anticipate that we
      will continue operating out of this space until we generate sufficient cash
      from
      operations to pay for other office space.





The
      design of our building will incorporate four aspects. The first aspect will
      be
      the drive thru. Easy flow of traffic through the parking lot to the ordering
      window and out the exit is the desired goal. We will utilize LTC Architects
      LLC,
      of Columbia, SC to help develop and design our sites in Columbia. We have not
      entered into any agreements with this architect or any related entities
      regarding our plans. The second aspect is the debate and evening forum area.
      We
      will call this the Agora after the ancient Greek word for meeting place. This
      will be a room that can host 25-30 people in a cozy setting able to consume
      coffee and pastries while hearing a talk or debate or speaker. The third aspect
      is a 4-500 square foot area for business presentations and general social
      gatherings of customers. The fourth and central aspect is the coffee and food
      area. We will set this up as a counter from where people can walk up and order
      as well as a minimal waiting staff can place orders for seated customers during
      events. The total space requirement will be approximately 1500-2000 square
      feet.





Item
      3.
      LEGAL PROCEEDINGS





We
      are
      not party to any legal proceedings as of the date of this
      prospectus.





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





None.


7





PART
      II.





Item
      5.
      MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
      PURCHASES OF EQUITY SECURITIES





There
      is
      no established public market for our common stock. Although we have been
      approved for quotation by the OTC Bulletin Board, no quotation has been posted
      and no shares or our common stock have traded. There can be no assurance that
      any market for our stock will ever develop or, if developed, will be
      sustained.





As
      of
      March 31, 2008, there were 33 shareholders of record of our common stock and
      a
      total of 2,343,750 shares outstanding. We declared a 3 for one split of our
      common stock that was effective on April 1, 2008 for shareholders of record
      on
      March 31, 2008. As of such date there are now 7,031,250 shares
      outstanding.





We
      have
      not issued any options or warrants to purchase common stock or any other class
      of our securities.





Recent
      Sales Of Unregistered Securities





The
      Company has not had any recent sales of unregistered securities during the
      fiscal year ended December 31, 2007.





Issuer
      Purchases Of Equity Securities





During
      the year ended December 31, 2006, the Company repurchased 206,250 shares of
      its
      outstanding common stock from unaffiliated shareholders for a total amount
      of
      $8,750. The shares were retired.





Equity
      Compensation Plan Information





The
      Company does not have an Equity Compensation Plan.


8





Item
      6.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





We
      have
      not generated any revenues from our operations. To effectuate our primary
      business plan during the next twelve months, we must raise funding, locate
      a
      suitable location for our planned drive thru cafe, market our products and
      services and develop our brand image. We have recently developed additional
      plans to achieve revenue and believe that we will begin to be able to generate
      revenues during the second quarter of the year 2008. Any revenues we earn will
      be infused back into the company and used for working capital. If we are able
      to
      earn sufficient revenue, we intend to continue to develop and expand into other
      markets.





Revenue
      generation will come from the following areas of operations. 1.  We
      hope
      to attract a morning commuter clientele through the convenience of drive-thru
      coffee and pastry distribution. Rapid distribution of coffee, efficient handling
      of assorted coffee materials (creamers, whipped cream, sugar, sweeteners,
      stirring straws, cup holders, lids, napkins etc) and easy access and egress
      from
      the facility will be paramount to achieving this goal. Flow through design
      will
      incorporate a one direction thoroughfare so traffic does not get bogged down
      approaching the ordering point. The orders will be placed and paid for at the
      window. Our goal is to have coffee and pastries in the customers hand within
      one
      minute after cash is received from the customer. In order to accomplish this
      goal with a limited morning staff we will have three main flavors available
      for
      order. The customer can choose a coffee either in regular roast green bean
      type,
      dark roasted green bean type and espresso roast. These three coffees will be
      available to the customer with steamed milk, straight dark or premixed with
      half
      and half. Sugar and sweeteners will be available for the customer to add as
      they
      like. We will offer the coffee in three sizes with pricing varying according
      to
      size and selection. 2.  We
      will
      incorporate a standard walk in cafe, for those customers desirous of a seated
      lounge experience. We had no original intention to offer this venue but have
      seen the performance of single venue services struggle until name branding
      was
      accomplished. We expect our initial locations in South Carolina to have multiple
      venues / access to our products but follow on locations may have a different
      design to them. 3.  The
      evening literary program and night attraction. This has been successfully
      implemented in a number of cities with the most popular being the Kraine Gallery
      Bar in Manhattan's East Village and the Ear Inn. We believe that hosting popular
      literary figures reading their work three days a week, an active debate series
      and then a developing artists forum will add a true community aspect to our
      for
      profit business. The goal is to attract the local university and academic
      members of the community. They will be very apt to buy and consume large amounts
      of our products and develop into a very loyal customer base and consistent
      revenue source. We will use the draw of local authors to open the literary
      crowd
      and also host a forum by publishing in the newspaper a contest to submit
      articles for a contest with the winner reading their work in the cafe,. The
      overall goal is publicity to draw a crowd and being an active member of the
      community to gain a loyal customer base. 4. Starbucks has authorized us to
      distribute its coffee into sub-Saharan Africa and we have begun a pilot program
      which we believe will allow us to achieve revenue beginning in the second
      quarter of 2008.


9





Since
      our
      inception in February 2002 we have sought a community identity in the Columbia,
      South Carolina area with unique blends of coffee in equal unique venues. We
      have
      spent time developing the proper blends and tastes we want to offer to our
      prospective customer's.





We
      have
      done market research to learn what will give the consumer a reason too choose
      Good Buddy's over the many other choices in the market place. In January 2007
      we
      held a marketing venue with a speaker in Forest Acres in Columbia, SC. Also
      in
      January 2007 we held a marketing venue with a speaker in downtown Columbia,
      SC.
      In February 2007 we held similar events on the campus of the University of
      South
      Carolina. In May 2007 we started negotiations with the University of South
      Carolina student affairs department about catering their events. In August
      2007
      the issuer hosted a table at the One Campaign rally in downtown Columbia, SC.
      At
      the event we handed out our beverages, iced coffees. We subsequently began
      talks
      with two other University of South Carolina student organizations (Foundation
      for the Defense of Democracy and the Indian Student Organization) to cater
      their
      events.





In
      March
      2007 we engaged Cubby Culberson a real estate developer in downtown Columbia,
      SC. to scout locations for our first location. Two locations were identified
      as
      prime spots for development. (Forest Drive and Gervais in the Vista) both
      locations were ultimately developed by Starbucks Corporation before we could
      raise sufficient funding.





In
      2008
      we have become a distributor of Starbucks coffee into the sub-Saharan Africa
      region. Our President, Scott Massey has been working on a number of
      relationships that have been requesting Starbucks branded coffee into the
      region. Starbucks corporate has been reluctant to expand into any new regions
      as
      internal issues well covered by major publications have already discussed.
      We
      contacted Starbucks and received permission to distribute Starbucks into the
      region in February 2008. The first samples were taken to Pretoria and
      Johannesburg and were well received. Currently a pilot program is underway
      with
      a resort hotel to provide the coffee into the region.





We
      are
      still committed to launching our original plan and operations but see an
      opportunity to deliver revenue through a simple distribution arrangement with
      Starbucks. We have also considered approaching Starbucks as a supplier of their
      branded coffee in our facilities through their service offerings available
      via
      Starbucks Business Services as it offers the unique taste we have not been
      able
      to develop and the name it holds is a draw in itself to add to the strategy
      of
      community involvement and market uniqueness. In 2007 we sought to do this at
      the
      University of South Carolina but the Universities existing c vendor contracts
      disabled the initiative through 2010. The talks did allow us to gain a
      relationship with Starbucks that has opened up the other two opportunities
      in
      Africa and in our home market of South Carolina. We believe that we will begin
      realizing revenue from these two initiatives beginning in the second quarter
      of
      2008.





While
      we
      begin this process, we continue to seek a suitable location for our initial
      cafe. We anticipate that we will need to build the location to suit our
      needs.





Our
      initial retail location will be designed to provide the customer with an easy
      process of ordering and receiving gourmet coffee and pastries while having
      the
      option of remaining in their automobile or entering the establishment. We plan
      to install in each location coffee brewing equipment, including an espresso
      machine and an automatic coffee grinder, and other additional related equipment.
      We will also attempt to enter into arrangements that will allow us to offer
      pastries and other related products. We will need to raise additional capital
      in
      order to finance our initial drive thru cafe.





We
      have
      agreements with two investors who have agreed to provide the funds needed for
      these operations. Both investors have established clear criteria for their
      investment. The first investor is Dee Properties LLC, of South Carolina, which
      has agreed to invest funds into the company to own the first cafe, site and
      to
      lease the site back to the company. Dee Properties LLC has offered a six-month
      "same as cash" (No principle or interest required for the first six months
      of
      the agreement. Principle and interest payments begin in the 7th month and are
      to
      be paid over a 60 month term.) agreement in exchange for shares of our common
      stock that will be issued at that time. The second investor is Colella Venture
      Partners LLP of California, which has invested the sum of $50,000 into the
      company.





An
      unaffiliated individual loaned us $15,000 on November 28, 2003. According to
      the
      terms of the loan the loan amount accrues interest at a rate of 5% per annum,
      with interest payments due starting on June 1, 2004. The note is due on June
      1,
      2009 but may be called earlier at the sole discretion of the investor at any
      time after January 31, 2006. As of the date of this filing, the note has not
      been called.





An
      unaffiliated investor loaned the company $50,000 in February of 2005. According
      to the terms of the loan the loan amount accrues interest at a rate of 5% per
      annum, with interest payments due starting on June 1, 2006. The note is due
      on
      June 1, 2009 but may be called earlier at the sole discretion of the investor
      at
      any time after January 31, 2008.





On
      September 1, 2007 our Chief Executive Officer loaned the company $3,000.
      According to the terms of the loan, the loan amount accrues interest at a rate
      of 5% per annum. The loan is payable upon the demand of the holder.





We
      may
      attempt to raise additional funds through equity financings or through loans
      from banks or other lending institutions. We may not be able to arrange for
      any
      such investment or loans on favorable terms. As soon as we have received funding
      and are able to secure a location for our first drive thru cafe, we will begin
      interviewing staff. We anticipate we will hire employees to serve coffee and
      service the customers. We anticipate that we will use third parties to complete
      the development of our initial retail location.





Our
      plan
      of operation is materially dependent on our ability to raise additional working
      capital. At December 31, 2007, we had no on hand. In March 2007 an unaffiliated
      individual loaned us $15,000 and indicated a willingness to invest additional
      funds. We are in the process of negotiating with such individual and hope to
      reach an agreement through which he would make an additional investment into
      our
      company.





Our
      operations to date have been focused on developing our brand name and attempting
      to establish strategic relationships with providers of gourmet coffees, teas,
      pastries and bakery items. We have not yet developed any strategic relationships
      with third parties. For the next twelve months, we anticipate that our
      day-to-day expenses will average approximately $1,000 per month until and unless
      we secure our first location. We currently have sufficient capital to finance
      these minimal operations for at least twelve months. We believe that our
      expenses will significantly increase once we begin renovating and developing
      our
      first location.




10




We
      will
      not be able to secure a location of our initial cafe until we receive
      significant additional investments. We anticipate that we will need to build
      the
      location to suit our planned operations. We anticipate
      that it will take approximately 3 months to complete depending on the condition
      of the location. However, it is difficult to predict the exact timetable as
      the
      degree of build out and development depends on the condition of the property.
      Our forecast for the period within which we will be successful in establishing
      our initial cafe location involves risks and uncertainties and actual results
      could fail as a result of a number of factors, both foreseen and unforeseen.
      In
      establishing our initial cafe, we expect to incur the following expenses:





Building
      and development including the cost of purchasing and installing coffee brewing
      and related equipment--Expenses for building and development will depend
      primarily on the condition of the location. However, we anticipate that we
      will
      be required to expend approximately $75,000 to build our initial site, including
      the purchase and installation of coffee brewing and related
      equipment.





Cost
      of
      computers-We anticipate having a computer system in each location to track
      sales
      and supplies.





Cost
      of
      six months working capital--We anticipate that our approximate working capital
      for the six months following the establishment of our first cafe will consist
      of
      the following: $20,000 for direct cost of sales, including purchasing coffee,
      baked items, and equipment. $18,000 for payroll costs, which includes 3 part
      time employees and $9,000 for mortgage on an 800 square foot
      location.





Code
      of Ethics




The
      Company has adopted a Code of Ethics that applies to employees, officers and
      directors. The Code of Ethics was previously filed as Exhibit 14.1 to our annual
      report for the fiscal year ended December 31, 2004.


11





Item
      7.  FINANCIAL STATEMENTS





GOOD
      BUDDY'S COFFEE


EXPRESS,
      INC.


Financial
      Statements


As
      of


December
      31, 2007


12





Good
      Buddy's Coffee Express, Inc.





Table
      of
      Contents


Page
                  No.Independent
                  Review Report
              
              14Balance
                  Sheet
              
              15Statement
                  of Operations
              
              16Statement
                  of Stockholders' Equity
              
              17Statement
                  of Cash Flows
              
              18Notes
                  to Financial Statements
              
              19-21


13


LIEBERMAN
        & ASSOCIATES P.A.
 CERTIFIED
        PUBLIC ACCOUNTANT
 800
        E.
        Cypress Creek Rd. Suite 200 Ft. Lauderdale, FL 33334
 Office
              (954)
                  491-0411Fax
              (954)
                  491-0211
 
 Auditing
              Accounting
              TaxesCondominium
                  Accounting
              Financial
                  Management
              Consulting




To
      the
      Board of Directors and Stockholders


Good
      Buddy's Coffee Express, Inc.


Blythewood,
      SC 29016





We
      have
      audited the accompanying balance sheets of Good Buddy's Coffee Express, Inc.
      as
      of December 31, 2007 and December 31, 2006 and the related income statements,
      stockholder's deficit and cash flows for the period ended December 31, 2007
      and
      2006. These financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      consolidated financial statement presentation. We believe that our audit
      provides a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Good Buddy's Coffee Express, Inc.
      as of December 31, 2007 and December 31, 2006 and the related income statements,
      shareholders' deficit, and cash flows for the period ended December 31, 2007
      and
      December 31, 2006, in conformity with U.S. generally accepted accounting
      principles.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 7 to the financial
      statements, the Company has suffered recurring losses from development stage
      operations and has a net capital deficiency that raises substantial doubt about
      its ability to continue as a going concern. Management's plans in regard to
      these matters are also described in Note 7. The financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.





//Lieberman
      & Associates//





Lieberman
      & Associates, P.A.


Ft.
      Lauderdale, Florida


March
      27,
      2008


14





GOOD
      BUDDY'S COFFEE EXPRESS, INC.


(A
      Developmental Stage Enterprise)


BALANCE
      SHEETS


As
      of
      December 31,


2007
              
              2006ASSETSCurrent
                  AssetsCash
              
              $
              (390
              )
              $
              273Other
                  Receivable
              
              
              250
              
              
              250Inventory
              
              
              -
              
              
              2,508Total
                  Current Assets
              
              
              (140
              )
              
              3,031Net
                  Fixed Assets
              
              
              1,875
              
              
              2,795Total
                  Assets
              
              $
              1,735
              
              $
              5,826LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  LiabilitiesAccounts
                  Payable
              
              $
              2,200
              
              $
              -Accrued
                  Interest
              
              
              7,640
              
              $
              4,340Accrued
                  Expenses
              
              
              2,500
              
              
              4,149Total
                  Current Liabilities
              
              
              12,340
              
              
              8,489Note
                  Payable
              
              
              68,000
              
              
              65,000Total
                  Liabilities
              
              
              80,340
              
              
              73,489Stockholders'
                  EquityPreferred
                  stock, $.0001 par value, 5,000,000 shares authorized, no shares
                  issued and
                  outstanding as of December 31, 2007 and December 31, 2006
              
              
              -
              
              
              -Common
                  stock, $.0001 par value, 20,000,000 shares authorized, 2,343,750
                  shares
                  issued and outstanding as of December 31, 2007 and December 31,
                  2006,
                  respectively
              
              
              234
              
              
              234Additional
                  paid in capital
              
              
              2,216
              
              
              2,216Accumulated
                  Deficit during development stage
              
              
              (81,055
              )
              
              (70,113
              )Total
                  Stockholders' Equity
              
              
              (78,605
              )
              
              (67,663
              )Total
                  Liabilities and Stockholders' Equity
              
              $
              1,735
              
              $
              5,826




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




15





GOOD
      BUDDY'S COFFEE EXPRESS, INC.


(A
      Development Stage Enterprise)


INCOME
      STATEMENT





For
      The
      Year Ending December 31,





February
                12002(Inception)ThroughDecember
                31,2007
            
            2006
            
            2007Revenues
            
            $
            -
            
            $
            -
            
            $
            -Administrative
                expenses
            
            
            12,592
            
            
            25,389
            
            
            81,055Net
                (Loss)
            
            $
            (12,592
            )
            $
            (25,389
            )
            $
            (81,055
            )Basic
                net loss per common share
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.03
            )Weighted
                Average of Common Shares Outstanding
            
            
            2,343,750
            
            
            2,338,462
            
            
            2,343,750




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




16


GOOD
        BUDDY'S COFFEE EXPRESS, INC.
 (A
        Development Stage Enterprise)
 STATEMENT
        OF STOCKHOLDERS' EQUITY
 AS
        OF
        DECEMBER 31, 2007
 
 Par
                  Value
              
              Paid-In
              
              RetainedShares
              
              $.0001
              
              Capital
              
              Earnings
              
              TotalFebruary
                  1, 2002 Restricted common shares issued to President for
                  expenses
              
              
              2,000,000
              
              $
              200
              
              $
              -
              
              $
              -
              
              $
              200December
                  31, 2002 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (200
              )
              
              (200
              )December
                  31, 2002 - Balance
              
              
              2,000,000
              
              
              200
              
              
              -
              
              
              (200
              )
              
              -February
                  15, 2003 Sales of restricted Shares to Various investors
              
              
              550,000
              
              
              55
              
              
              10,945
              
              
              -
              
              
              11,000December
                  31, 2003 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (6,669
              )
              
              (6,669
              )December
                  31, 2003 - Balance
              
              
              2,550,000
              
              
              255
              
              
              10,945
              
              
              (6,869
              )
              
              4,331December
                  31, 2004 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (9,272
              )
              
              (9,272
              )December
                  31, 2004 - Balance
              
              
              2,550,000
              
              
              255
              
              
              10,945
              
              
              (16,141
              )
              
              (4,941
              )December
                  31, 2005 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (28,583
              )
              
              (28,583
              )December
                  31, 2005 - Balance
              
              
              2,550,000
              
              
              255
              
              
              10,945
              
              $
              (44,724
              )
              $
              (33,524
              )February
                  2006 repurchase of stock
              
              
              (106,250
              )
              
              (11
              )
              
              (6,739
              )
              
              
              
              
              (6,750
              )March
                  2006 repurchase of stock
              
              
              (100,000
              )
              
              (10
              )
              
              (1,990
              )
              
              
              
              
              (2,000
              )December
                  31, 2006 - Net (Loss)
              
              
              
              
              
              
              
              
              
              
              
              (25,389
              )
              
              (25,389
              )December
                  31, 2006 - Balance
              
              
              2,343,750
              
              $
              234
              
              $
              2,216
              
              $
              (70,113
              )
              $
              (67,663
              )Prior
                  Year adjustment for expense reversal
              
              
              
              
              
              
              
              
              
              
              
              1,650
              
              
              1,650December
                  31, 2007 - Net (Loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              (12,592
              )
              
              (12,592
              )December
                  31, 2007 - Balance
              
              
              2,343,750
              
              $
              234
              
              $
              2,216
              
              $
              (81,055
              )
              $
              (78,606
              )
 
 The
        accompanying notes to financial statements are an integral part of these financial
        statements.




17


GOOD
        BUDDY'S COFFEE EXPRESS, INC.
 (A
        Developmental Stage Enterprise)
 STATEMENT
        OF CASH FLOWS
 For
        the
        Years Ended December 31,
 
 February 1,2002(Inception)ThroughDecember 31,2007
              
              2006
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIESCash
                  paid to suppliers
              
              $
              (3,663
              )
              $
              (20,886
              )
              $
              (66,240
              )Net
                  cash provided by (used in) operating activities
              
              
              (3,663
              )
              
              (20,886
              )
              
              (66,240
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchase
                  of Equipment
              
              
              -
              
              
              -
              
              
              (4,600
              )Net
                  Cash used in investing activities
              
              
              -
              
              
              -
              
              
              (4,600
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from note payable
              
              
              3,000
              
              
              -
              
              
              68,000Sale
                  of Common Stock
              
              
              -
              
              
              -
              
              
              11,200Repurchase
                  of Common Stock
              
              
              -
              
              
              (8,750
              )
              
              (8,750
              )Net
                  cash provided by (used in) financing activities
              
              
              3,000
              
              
              (8,750
              )
              
              70,450NET
                  INCREASE (DECREASE) IN CASH
              
              
              (663
              )
              
              (29,636
              )
              
              (390
              )CASH
                  BEGINNING OF PERIOD
              
              
              272
              
              
              29,909
              
              
              -CASH
                  END OF PERIOD
              
              $
              (391
              )
              $
              273
              
              $
              (390
              )Reconciliation
                  of Income in Net Assets to Net Cash Provided by Operating
                  Activities:Net
                  Loss from Development Stage Activities
              
              $
              (12,592
              )
              $
              (25,389
              )
              $
              (81,055
              )Non
                  cash activitiesDepreciation
              
              
              920
              
              
              920
              
              
              2,725Prior
                  year adjustment
              
              
              1,650
              
              
              -
              
              
              -Writeoff
                  of obsolete inventory
              
              
              2,508
              
              
              -
              
              
              -Reconciliation
                  Adjustments(Increase)
                  in Other Receivable
              
              
              -
              
              
              (250
              )
              
              (250
              )Increase
                  in Accounts Payable
              
              
              2,200
              
              
              -
              
              
              2,200Increase
                  in Accrued Expenses
              
              
              (1,649
              )
              
              2,500
              
              
              2,500Increase
                  in Accrued Interest
              
              
              3,300
              
              
              1,333
              
              
              7,640Net
                  cash provided by (used in) operating activities
              
              $
              (3,663
              )
              $
              (20,886
              )
              $
              (66,240
              )
 
 The
        accompanying notes to financial statements are an integral part of these
        financial statements.




18





GOOD
      BUDDY'S COFFEE EXPRESS, INC.


(A
      Development Stage Enterprise)


NOTES
      TO
      FINANCIAL STATEMENTS





Note
      1
– Summary
      of
      Significant Company & Organization Policies





Organization
      and Business Operations





Good
      Buddy's Coffee Express, Inc. (the "Company") was incorporated in the State
      of
      Florida on February 1, 2002. The Company is based in South Carolina and plans
      to
      develop a national chain of drive through, high quality coffee outlets,
      beginning in Columbia, South Carolina.





In
      order
      to accomplish its goal, the Company has to raise investor capital to finance
      the
      first company owned locations, as well as the manufacturing and packaging
      equipment necessary to support the stores' operations. Accordingly, the Company
      is classified as a Development Stage Enterprise, effective February 1,
      2002.





Note
      2 –
Summary of Significant Accounting Policies





Concentration
      of Credit Risk





The
      Company's financial instruments that are exposed to concentration of credit
      risk
      are cash. Additionally, the Company maintains cash balances in bank deposit
      accounts, which, at times, may exceed federally insured limits.





Cash
      and
      Cash Equivalents





The
      Company considers all highly liquid investments with maturity of three months
      or
      less when purchased to be cash equivalents.





Inventory





Inventory,
      which consists primarily of restaurant goods, is stated at the lower of cost
      or
      market determined on a first in first out basis. At December 31, 2007,
      management wrote off approximately $2,500 of inventory after making the
      determination that it was obsolete.





Accrued
      Expenses





At
      year
      end management recognizes an approximate expense for the audit of its financial
      records.





Fair
      Value of Financial Instruments





Financial
      instruments, including cash, receivables, accounts payable, and notes payable
      are carried at amounts which reasonably approximate their fair value due to
      the
      short term nature of these amounts or due to variable rates of interest which
      are consistent with market rates. At present, the Company does not have any
      material accounts receivables or accounts payable.





Income
      Taxes





The
      Financial Accounting Standards Board (FASB) issued Statements of Financial
      Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes", which
      requires companies to use the asset and liability method of accounting for
      income taxes. Under the asset and liability method, deferred income taxes are
      recognized for the tax consequence of temporary differences by applying enacted
      statutory tax rates applicable to future year's differences between the
      financial statements carrying amounts and the tax basis of existing assets
      and
      liabilities. Pursuant to SFAS No. 109, the effect on deferred taxes of a change
      in tax rates is recognized as income in the period that includes the enactment
      date. Under the deferred method, deferred taxes were recognized using the tax
      applicable to the year of the calculation and were not adjusted for subsequent
      changes in tax rates.




19





GOOD
      BUDDY'S COFFEE EXPRESS, INC.


(A
      Development Stage Enterprise)


NOTES
      TO
      FINANCIAL STATEMENTS





Earnings
      (Loss) Per Share





The
      Company presents "basic" earnings (loss) per share and, if applicable, "diluted"
      earnings per share pursuant to the provisions of Statement of Financial
      Accounting Standards No. 128, Earnings per Share ("SFAS 128"). Basic earnings
      (loss) per share are calculated by dividing net income or loss by the weighted
      average number of shares outstanding during each period. The calculation of
      diluted earnings (loss) per share is the same as the basic earnings (loss)
      per
      share.





Use
      of
      Estimates





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 and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.





Fair
      Value of Financial Instruments




The
      carrying amounts of financial instruments including cash, accounts receivable,
      accounts payable and accrued expenses approximate fair value as of December
      31,
      2007 and 2006, as a result of the relatively short maturity of these
      instruments.





Note
      3 –
Fixed Assets





Fixed
      Assets are stated at cost less accumulated depreciation. Expenditures for
      ordinary maintenance and repairs are charged to operations as incurred. Major
      additions and improvements are capitalized using the straight-line method over
      the estimated useful life of the asset.




2007
            
            2006
            
            EstimatedUseful
                LifeRestaurant
                Equipment
            
            $
            1,300
            
            $
            1,300
            
            
            5
                yrsEquipment
            
            
            1,000
            
            
            1,000
            
            
            5
                yrsComputers
            
            
            2,300
            
            
            2,300
            
            
            5
                yrs4,600
            
            
            4,600Less:
                Accumulated Depreciation
            
            
            2,725
            
            
            1,805Net
                Fixed Assets
            
            $
            1,875
            
            $
            2,795





Note
      4 –
Notes Payable





The
      Company has issued unsecured promissory notes to unrelated individuals as of
      December 31, 2007. No demand has been placed or is anticipated to be placed,
      and
      therefore, they have been classified as long term debt. The detail of the long
      term debt is as follows:





Principal
            
            PrincipalInterest
                Rate
            
            2007
            
            2006November
                28, 2003 – Due June 1, 2009 5% per annum
            
            $
            15,000
            
            $
            15,000February
                5, 2005 – Demand Note 5% per annum
            
            
            50,000
            
            
            50,000September
                1, 2007 – Stockholder Demand Loan
            
            
            3,000
            
            
            -Total
                Debt
            
            
            68,000
            
            
            65,000Less
                Current Portion
            
            
            -
            
            
            -Long
                Term Debt
            
            $
            68,000
            
            $
            65,000





Note
      5 –
Stockholders Equity





In
      the
      first quarter of 2006 the Company repurchased 206,250 shares of the common
      stock
      outstanding for an amount of $8,750. The shares were retired as opposed to
      being
      placed into treasury stock.




20




GOOD
      BUDDY'S COFFEE EXPRESS, INC.


(A
      Development Stage Enterprise)


NOTES
      TO
      FINANCIAL STATEMENTS





Note
      6 –
Income Taxes





The
      reconciliation of the statutory Federal income tax rate to the effective tax
      rate for the year ended December 31, 2007 and the year ended December 31, 2006
      are as follows:




December 31,
              
              December 31,2007
              
              2006Amount
              
              Rate
              
              Amount
              
              RateIncome
                  Taxes at Statutory Rate
              
              $
              (12,158
              )
              
              -15.0
              %
              $
              (10,517
              )
              
              -15.0
              %Increase
                  (Decrease) in taxes Valuation Allowance
              
              
              12,158
              
              
              15.0
              %
              
              10,517
              
              
              15.0
              %$
              -
              
              
              0.0
              %
              
              -
              
              
              0.0
              %
  The
        major
        components of deferred tax assets are as follows:
  December 31, 2007
              
              December 31, 2006Deferred
                  tax assets:Net
                  Operating Loss Carryover
              
              $
              (81,055
              )
              $
              (70,113
              )Valuation
                  Allowance
              
              
              81,055
              
              
              70,113Net
                  Deferred tax assets
              
              $
              -
              
              $
              -


Note
      7
– Going
      Concern





The
      Company has no revenues to date. Since its inception, the Company has been
      dependent upon the receipt of capital investment to fund its continuing
      activities. In addition to the normal risks associated with a new business
      venture, there can be no assurance that the Company's business plan will be
      successfully executed. As has been stated, an insignificant amount of funds
      have
      been raised to date. In order to raise the necessary capital to commence its
      planned principal operations and to implement its business plan, the Company's
      management plans to prepare and file a registration statement with the
      Securities & Exchange Commission and attempt to consummate a
      self-underwritten public offering of its common stock. The Company's ability
      to
      execute its business model will depend on its ability to obtain additional
      financing and achieve a profitable level of operations. There can be no
      assurance that sufficient financing will be obtained. Nor can any assurance
      be
      made that the Company will generate substantial revenues or that the business
      operations will prove to be profitable.





Note
      8 –
Subsequent Events





On
      March
      12, 2008 the Board of Directors voted unanimously for a 3 for 1 stock split,
      to
      be effective for stockholders of record on March 31, 2008. This will increase
      the number of outstanding shares of common stock from approximately 2,344,000
      to
      7,031,000 shares.




21




Item
              8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING
                AND FINANCIAL DISCLOSURE.





None.




22




ITEM
              8A.
            CONTROLS
                AND PROCEDURES





Evaluation
      of Disclosure Controls and Procedures




In
      connection with the preparation of this annual report on Form 10-KSB/A, an
      evaluation was carried out by our management, with the participation of the
      Chief Executive Officer and Principal Accounting Officer, of the effectiveness
      of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
      15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of
      December 31, 2007. Disclosure controls and procedures are designed to ensure
      that information required to be disclosed in reports filed or submitted under
      the Exchange Act is recorded, processed, summarized, and reported within the
      time periods specified in the SEC rules and forms and that such information
      is
      accumulated and communicated to management, including the Chief Executive
      Officer and the Principal Financial Officer, to allow timely decisions regarding
      required disclosures.





Based
      on
      that evaluation, our management concluded, as of the end of the period covered
      by this report, that our disclosure controls and procedures were not effective
      in recording, processing, summarizing, and reporting information required to
      be
      disclosed, within the time periods specified in the SEC's rules and forms
      because of the failure to report its assessment on Internal Control Over
      Financial Reporting in the Form 10-KSB for the year ended December 31, 2007
      filed on April 10, 2008. Management has taken steps to insure that all future
      filings contain all required disclosures.





Management's
      Report on Internal Control Over Financial Reporting





Management
      of our company is responsible for establishing and maintaining adequate internal
      control over financial reporting. Our company's internal control over financial
      reporting is a process, under the supervision of the Chief Executive Officer
      and
      the Principal Accounting Officer, designed to provide reasonable assurance
      regarding the reliability of financial reporting and the preparation of the
      Company's financial statements for external purposes in accordance with United
      States generally accepted accounting principles. Internal control over financial
      reporting includes those policies and procedures that:





•
            Pertain
                to the maintenance of records that in reasonable detail accuratelyand fairly reflect the transactions and dispositions of the Company'sassets;





•
            Provide
                reasonable assurance that transactions are recorded as necessaryto
                permit preparation of the financial statements in accordance withgenerally
                accepted accounting principles, and that receipts andexpenditures
                are being made only in accordance with authorizations ofmanagement
                and the Board of Directors; and





•
            Provide
                reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the Company's assets
                thatcould have a material effect on the financial statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions or that the degree of compliance
      with the policies or procedures may deteriorate.





Our
      management conducted an assessment of the effectiveness of the Company's
      internal control over financial reporting as of December 31, 2007, based on
      criteria established in Internal Control - Integrated Framework issued by the
      Committee of Sponsoring Organizations of the Treadway Commission
      ("COSO").





Based
      on
      this assessment, our management has concluded that, as of December 31, 2007,
      the
      Company's internal control over financial reporting is effective.





This
      annual report does not include an attestation report of our independent
      registered public accounting firm regarding internal control over financial
      reporting. We were not required to have, nor have we, engaged our independent
      registered public accounting firm to perform an audit of internal control over
      financial reporting pursuant to the rules of the Securities and Exchange
      Commission that permit us to provide only management's report in this annual
      report.





Changes
      in Internal Control over Financial Reporting





As
      of the
      end of the period covered by this report, there have been no changes in internal
      control over financial reporting (as defined in Rule 13a-15(f) of the Exchange
      Act) during the quarter ended December 31, 2007, that materially affected,
      or
      are reasonably likely to materially affect, our internal control over financial
      reporting.




Item
      8B.
      OTHER INFORMATION


None.




23




Item
      9.
      DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT





The
      following table sets forth certain information as of the date of this report
      with respect to the directors and executive officers of the Company. A summary
      of the background and experience of each of these individuals is set forth
      after
      the table. Each director holds such position until the next annual meeting
      of
      the Company's shareholders and until his respective successor has been elected
      and qualifies. Any of the Company's directors may be removed with or without
      cause at any time by the vote of the holders of not less than a majority of
      the
      Company's then outstanding Common Stock. Other than as otherwise provided in
      an
      employment agreement, officers are elected annually by the Board of Directors.
      Any of the Company's officers may be removed with or without cause at any time
      by the Company's Board of Directors.





Directors
      and Executive Officers





Our
      directors, executive officers and key employees are as follows:





Name:
            Age
            Position
            Director
                sinceScott
                Massey
            38
            President
                and Chairman
            2002Phillips
                N. Dee
            42
            Director
            2002




Scott
      Massey, President and Chairman. Mr. Massey has served as our President and
      Chairman since our inception and is the key strategist in guiding the growth
      of
      the company. From 1992 to 1998 he was an officer with the United States Army,
      commissioned into the Armor Corps and serving as a combat unit commander in
      both
      Europe and the United States. Upon leaving the active Army in 1998-2000 he
      worked with MITEK, a subsidiary of Johnson & Johnson, as a regional sales
      representative. Mr. Massey joined Morgan Stanley as an Investment Banker and
      Financial Advisor from 2000-2001. From 2001 until earlier this year, Mr. Massey
      served Stryker Endoscopy as a Territory Manager. Mr. Massey currently is serving
      full time as our President and Chairman. He is a 1992 graduate of The Citadel
      with a BA in history.





Phil
      Dee,
      Director. Mr. Dee has served as one of our directors since inception and has
      created new business ventures for others and himself. As the Market Research
      Analyst for a northern real estate investment group he gained valuable
      experience in investment strategies. Additionally, he worked as Corporate
      Marketing Director for a regional heavy industrial contractor in Charlotte,
      NC,
      directing the marketing efforts for five divisions in three states. He gained
      valuable leadership development while serving as an Armor Officer with the
      United States Army. He has also built several successful small businesses,
      both
      retail and manufacturing/distribution. From 1995 through 1998 he served as
      an
      Army officer. Upon leaving the active Army, in October 1998, Mr. Dee founded
      and
      served as President of Atlantic Stone & Timber Inc, whose primary operating
      subsidiary was Big Sky Ice




24






Company
      in Charlotte, NC. In 2000 he sold Atlantic Stone & Timber Inc. and founded
      US Patriot, Inc. As President of US Patriot Inc. and the Managing Member of
      its
      successor, US Patriot LLC, Mr. Dee currently directs the growth of this company
      in government contracting and retail sales of military and public safety gear.
      In 2003 Mr. Dee was selected by Volvo Construction Equipment of North America
      to
      form an entity to take over a failing construction equipment rental and sales
      company in Burlington NC. As the Managing Member of Agoge Partners LLC, Mr.
      Dee
      is responsible for the operations of the existing Volvo Rents franchise in
      Burlington NC, and also owns the rights to additional franchise territories
      in
      Durham and Raleigh NC. These facilities are operated under a operating agreement
      and license from Volvo Construction Equipment North America. Mr. Dee is also
      involved in real estate investments through Dee Properties LLC. He holds a
      MA in
      Economic Geography and BA in Geography from University of North Carolina.





Directors'
      Remuneration





Our
      directors are presently not compensated for serving on the board of directors.





Audit
      Committee





The
      audit
      committee of our board of directors is comprised of one director, Phil Dee.





Code
      Of
      Ethics and Standards of Conduct





The
      Company has adopted a code of business conduct and ethics applicable to the
      Company's directors, officers (including the Company's principal executive
      officer, principal financial officer and principal accounting officer), and
      employees, known as the Code of Ethics and Standards of Conduct. The Code of
      Ethics and Standards of Conduct has been filed as an exhibit to the Company's
      Form 10-KSB for the fiscal year ended December 31, 2005. A copy of the Code
      of
      Ethics may be retrieved at www.sec.gov.





In
      the
      event that we amend or waive any of the provisions of the Code of Ethics and
      Standards of Conduct applicable to our principal executive officer, principal
      financial officer, or principal accounting officer, we intend to disclose the
      same by filing a Form 8-K with the Securities and Exchange Commission.





Section
      16(a) Beneficial Ownership Reporting Compliance





The
      Company is aware of the following directors, officers or beneficial owners
      of
      more than ten percent of the Company's Common Stock that, during the fiscal
      year
      2006 or for the fiscal year 2007, failed to file on a timely basis reports
      required by Section 16(a) of the Securities Exchange Act of 1934.





Scott
      Massey Form 5


Phil
      Dee
      Form 5




25





Item
      10. EXECUTIVE
      COMPENSATION.





Employment
      Agreements





We
      have
      not entered into any employment agreements.





Summary
      Compensation Table





The
      following table sets forth the total compensation accrued for the for the years
      ended December 31, 2007, 2006, 2005, 2004 and 2003 and for the period from
      inception through December 31, 2002 to our President, who was our sole executive
      officer at the end of our last fiscal year and.





Annual
      Compensation





The
      following table sets forth the compensation received by officers.


Name
                  and
                Principal
                  Position
              
              Period
              
              Salary
              
              Bonus
              
              Other
                Annual
                Compensation
              
              Restricted
                Stock
                Awards
              
              Securities
                Underlying
                Options
              
              LTIP
                Payouts
              
              All
                  Other
                CompensationScott
                  Massey, President,
              
              
              Inception
                  through December 31, 2002
              
              $
              0
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Year
                  Ended December 31, 2003
              
              $
              0
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Year
                  Ended December 31, 2004
              
              $
              0
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Year
                  Ended December 31, 2005
              
              $
              0
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Year
                  Ended December 31, 2006
              
              $
              0
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Year
                  EndedDecember
                  31, 2007
              
              $
              0
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -





Stock
      Option Grants in the past fiscal year





We
      have
      not issued any grants of stock options in the past fiscal year.




26




Item
      11.  SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS.





The
      following table sets forth information regarding beneficial ownership
      of our common stock as of the March 31, 2008, by (i) those shareholders
      known to be the beneficial owners of more than five percent of
      the
      voting power of our outstanding capital stock, (ii) each director,
      and (iii) all executive officers and directors as a group:





Title
            
            Name and Address of
            
            Amount and Nature
            
            Percentof Class
            
            Beneficial Owner
            
            of Beneficial Ownership
            
            of ClassCommon
            
            Scott
              Massey
            
            
            1,612,500
            (1)
            
            63.24
            %C/O
              Good Buddy's Coffee ExpressCommon
            
            Phillips
              N. Dee
            
            
            25,000
            (2)
            
            *C/O
              Good Buddy's Coffee ExpressAll
                Directors and Officers
              As
                a Group (2 people)
            
            
            
            
            
            1,637,500
            
            
            64.22
            %





*
      less
      than one percent





(1)  includes
      12,500 shares owned by Kristy Massey, Mr. Massey's wife.


(2)  Includes
      12,500 shares owned by Sandra J. Dee, Mr. Dee's wife.




27




Item
      12.  CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS





Mr.
      Scott
      Massey is the founder of our company. At inception,
      Mr. Massey purchased 2,000,000 shares of our common stock
      at
      par value for a total purchase price of $200.




28




Item
      13.
      EXHIBITS.





Exhibit
                Number
            Description




(31.1)
        Certification of Chief Executive Officer and Chief Financial Officer pursuant
        to
        Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted
        pursuant to section 302 of the Sarbanes-Oxley act of 2002.
 
 (32.1)
        Certification of Chief Executive Officer and Chief Financial Officer pursuant
        to
        18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002.




29




Item
      14.  Principal
      Accountant Fees and Services.





The
      Company paid audit fees to its independent certified public accountant,
      Lieberman & Associates, P.A. in the amount of $2,500 for the year ended
      December 31, 2007 and $2,500 for the year ended December 31, 2006. The
      Company also pays to the independent certified public accountants a fee of $500
      per
      quarter for other services.




30




Signatures





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant
      caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized, on the date indicated below.





GOOD
                BUDDY'S COFFEE EXPRESS, INC.September
                5, 2008
            By:
            /s/
                James F. MongiardoJames
                F. MongiardoPrincipal
                Executive Officer,President,
                Principal FinancialOfficer,
                Principal AccountingOfficer
                and Director





In
      accordance with the Exchange Act, this report has been signed
      below by the following persons on behalf of the registrant and
      in
      the capacities indicated on September 5, 2008.





/s/
                James F. MongiardoPrincipal
                Executive Officer,President,
                Principal FinancialOfficer,
                Principal AccountingOfficer
                and Director




31