UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington,D.C.20549




AMENDMENT NO. 1 TO FORM
10-KSB




(Mark One)




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




For the fiscal year ended October 31,
2007




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




For the transition period from
___________ to ___________




Commission file
number





BBN
GLOBAL CONSULTING, INC.


(Exact name of registrant as
specified in its charter)




Nevada
            20-2356853(State or other jurisdiction of
      incorporation or organization)
            (I.R.S. Employer Identification
      No.)14
      Charlotte Drive, Spring Valley, NY
            10977(Address of principal executive
      offices)
            (Zip
  Code)(Former
      Address)





Registrant’s telephone number,
      including area code:
            (845)
      661-0708




Securities registered under
      Section 12(b) of the Exchange Act:Title of each
      class
            Name of each exchange on which
      registeredNone
            NoneSecurities registered under
      Section 12(g) of the Exchange Act:Common Stock, par value
      $.001(Title of
      class)




Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YesxNoo




Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will 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 check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YesxNoo





State issuer’s revenues for its most
recent fiscal year. $41,269





Aggregate market value of the Common
Stock held by non-affiliates of the Company as of October 31, 2007: 
N/A.





Number of shares of the registrant’s
common stock outstanding as of February 4, 2008:  9,760,000 shares of Common
Stock shares















TABLE OF CONTENTS








Part IItem 1.
            Description of
      Business.
            1Item 2.
            Description of
      Property.
            2Item 3.
            Legal
      Proceedings.
            2Item 4.
            Submission of Matters to a Vote of
      Security Holders.
            2Part IIItem 5.
            Market for Common Equity and
      Related Stockholder Matters.
            3Item 6.
            Management’s Discussion and
      Analysis or Plan of Operations.
            4Item 7.
            Financial
      Statements.
            F-1Item 8.
            Changes in and Disagreements With
      Accountants on Accounting and Financial Disclosure.
            7Item 8A.
            Controls and
      Procedures.
            7Item 8B.
            Other
      Information.
            7Part IIIItem 9.
            Directors, Executive Officers,
      Promoters and Control Persons; Compliance with Section 16(a) of the
      Exchange Act.
            7Item 10.
            Executive
      Compensation.
            9Item 11.
            Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters.
            9Item 12.
            Certain Relationships and Related
      Transactions.
            9Item 13.
            Exhibits.
            10Item 14.
            Principal Accountant Fees and
      Services.
            10Signatures








i





Except as otherwise required by the
context, all references in this prospectus to "we", "us”, "our", or "Company"
refer to the operations of BBN Global Consulting, Inc., aNevadacorporation.




Forward-Looking Statements and
Associated Risks






The Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for certain forward-looking statements.
Some of the statements contained in this annual report of the
Company discuss future expectations, contain projections of our operations
or financial condition or state other forward-looking information. Some
statements contained in this annual report on Form 10-KSB that are not
historical facts (including without limitation statements to the effect that we
"believe," "expect," "anticipate," "plan," "intend," "foresee," or other similar
expressions) and are forward-looking statements. These forward-looking
statements are based on our current expectations and beliefs concerning future
developments and their potential effects on us. There can be no assurance that
future developments affecting us will be those anticipated by us. All comments
concerning our expectations for future revenue and operating results are based
on our forecasts of our plan of operation and do not include the potential
impact of any future acquisitions or operations. These forward-looking
statements involve significant risks and uncertainties (some of which are beyond
our control) and assumptions. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results
may vary in material respects from those projected in the forward-looking
statements.




PART
I


Item 1.Description of
Business.




General




BBN Global Consulting, Inc. was
incorporated in March 2005 under the laws of the State of Nevada and realized
its first revenues in November 2005.
 
 BBN Global Consulting, Inc. was formed
to be a consulting firm with a mission of providing strategic business planning
and management consulting to small domestic companies and to assist medium sized
companies in China and Brazil to establish a business presence in the United
States. We work with and as a part of a group of other independent consultants
in engagements involving Chinese or Brazilian clients. Our services include
assisting clients in developing and maintaining websites and using websites to
interface more effectively with customers, helping clients to identify and
engage a team of consultants and advisors which is well suited to accomplish the
needed tasks specified by a client, and assisting in designing and establishing
corporate structures and transactions. Substantially all of our revenues for the
year ended October 31, 2006 were derived from three customers LEA Management
(74.11%), BFFS (19.92%) and Pinewood Imports (5.57%)  These engagements
were completed and we can not rely upon these customers as future sources of
revenues (although BFFS remains a source of revenue).  For the three months
ended January 31, 2007, two clients, BFFS (16%) and Videoline (84%), comprised
all of our revenues.  Engagements are generally for the purposes of
completing specific projects. When the engagement is completed, there is no
assurance or likelihood of receiving additional engagements from a
client.
 
 In December 2006 we sold 660,000 shares
of our common stock in a private placement at $.001 per share to 37 individuals.
 The price per share was determined by our board of directors so as to be
equal to our par value per share ($.001).  Our former officers registered
for sale, one million shares or 50% of the 1,760,000 shares registered. We
registered the shares for resale (although not obligated to do so by virtue of
any Registration Rights Agreement or other agreement) and subjected ourselves to
the Exchange Act of 1934 reporting requirements because we believe that being a
public entity will provide us benefits in visibility and the way that we are
perceived by vendors and prospective customers, as well as the possibility of
providing liquidity to our shareholders.
 
 On September 15, 2007, pursuant to the
terms of a Stock Purchase Agreement, Hank Cohn purchased 8,000,000 shares of the
Company’s issued and outstanding common stock from Dr. S. Craig Barton, Patricia
Barton, and Stefan Burstin, shareholders of the Company, for $650,000 in cash.
The total of 8,000,000 shares represented 82% of the outstanding common stock of
the Company.





We are
and have been engaged by early stage companies. In these instances, we are not
able to predict the likelihood of realizing any benefits from the engagements.
We recognize revenues on consulting work when the engagement is complete and
only if and when the amount earned is fully determinable and realizable. We are
considering accepting equity interests in clients in consideration for our
services. If we agree to accept equity in a client as payment for our services,
we will not record value for the asset until the value of the equity received is
objectively determinable. No costs directly relating to engagements are deferred
until the amount to be earned on the engagement is fully
realizable.







1





Patent and
Trademarks




We currently do not own any patents,
trademarks or licenses of any kind.




Governmental
Regulations




There are no governmental approvals
necessary to conduct our current business.





Employees




We currently have one
employee.




Item 2.   Description of
Property.




We presently maintain our principal
offices at14 Charlotte
Drive,Spring Valley,NY10977.  Our phone number is
845-661-0708.





Item 3.   Legal Proceedings.




The Company is not a party to any
pending or threatened legal proceedings.




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





None.








2






PART
II







Item 5. Market for Common Equity and Related
Stockholder Matters.





Market
Information





Our Common Stock is listed on the Over
the Counter Bulletin Board (“OTC BB”), or stock symbol is “BBNG”.There is currently
no Bid or Offer for our Common Stock. There is no assurance that a trading
market will develop or, if such a market does develop, that it will
continue.





Holders





As of January  31, 2008 in
accordance with our transfer agent records, we had 41 record  holder of our Common Stock, holding
9,760,000 shares.





Dividends





Holders of our common stock are entitled
to receive dividends if, as and when declared by the Board of Directors out of
funds legally available therefore. We have never declared or paid any dividends
on our common stock. We intend to retain any future earnings for use in the
operation and expansion of our business. Consequently, we do not anticipate
paying any cash dividends on our common stock to our stockholders for the
foreseeable future.
















3





Item 6.   Management’s Discussion and Analysis or
Plan of Operations.





The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. The following discussion and analysis contains
forward-looking statements, which involve risks and uncertainties. Our actual
results may differ significantly from the results, expectations and plans
discussed in these forward-looking statements.




Introduction





We were formed in March 2005 and
realized our first revenue in November 2005. We were formed to be a consulting
firm with a mission of providing strategic business planning and management
consulting to small domestic companies and to assist medium sized companies in
China and Brazil to establish a business presence in the United
States.





We are and have been engaged by early
stage companies. In these instances, we are not able to predict the likelihood
of realizing any benefits from the engagements. We recognize revenues on
consulting work when the engagement is complete and only if and when the amount
earned is fully determinable and realizable. We are considering accepting equity
interests in clients in consideration for our services. If we agree to accept
equity in a client as payment for our services, we will not record value for the
asset until the value of the equity received is objectively determinable. No
costs directly relating to engagements are deferred until the amount to be
earned on the engagement is fully realizable.





Operations





A summary of operations for theyears endedOctober31, 2007 and 2006
is:




2007
              
              
              2006Revenue
              
              $
              41,269
              
              
              $
              125,487Cost
      of revenue
              
              
              34,593
              
              
              
              101,738Gross
      profit
              
              
              6,676
              
              
              
              23,749General
      and administrative
              
              
              25,297
              
              
              
              22,141Income
      (loss) before income taxes
              
              
              (18,621
              )
              
              
              1,608Income
      taxes
              
              
              -
              
              
              
              -Net
      income (loss)
              
              $
              (18,621
              )
              
              $
              1,608




For the year ended October 31, 2007,
three clients, BFFS (24.89%), Educons USA, Inc. (24.23%) and Videoline (50.89%),
comprised all of our revenues. BFFS may be considered a related party. The work
for Videoline and Educons consisted of consulting advice as to corporate
structures, development and use of websites and advice on structuring exclusive
product licensing agreements. We worked with BFFS, a start-up funeral business
in the Pacific Northwest, with establishing advertising programs, an accounting
system and developing effective arrangements with independent service
providers.
 
 All of our revenue for the year ended
October 31, 2006 was generated from engagements with LEA Management. We were
engaged by LEA Management, an unrelated party, to assist it in its engagement to
assist Chinese companies to attain a business presence in the United States. In
this capacity, we helped put together a team of lawyers, consultants and
translators and coordinated the efforts of all team members. We acted as the
principal intermediary between LEA, the team members and the Chinese companies
to ensure that all members were working towards the same objectives of getting
the Chinese clients known in the American marketplace.





The LEA Management and Videoline
engagements were both obtained from business contacts of our president. We have
completed our engagements relating to LEA Management and BFFS. There is no way
of predicting the likelihood of receiving additional engagements from LEA
Management or BFFS.






4





Cost of revenue in 2007 consists
substantially of compensation due to and expenses incurred by our president in
performing the engagements. The cost of revenue in 2006 consisted principally of
costs incurred in connection with the LEA Management
engagement.





General and administrative expenses was
$25,297 and $22,141 in 2006.  As of October 31, 2007 we owe our
President $5,551 which is a non-interest bearing loan with no specified
maturity date. We also owe our President $32,553 in accrued but unpaid salary in
2007.





Liquidity





As a corporate policy, we will not incur
any cash obligations that we cannot satisfy with known resources, of which there
are currently none. Despite the fact our president is willing to consider
providing us with a loan or advance to us on a case by case basis (for costs
other than offering expenses), his resources are limited. At October 31, 2007
the amount due to our President was $5,551. This loan is
non-interest bearing and has no specified maturity date. We also owe our
President $32,553 in accrued but unpaid salary. We do not believe that we can
rely on the likelihood of any significant advance if we are unable to pay
standard operating costs. BBN does not have any credit facilities or other
commitments for debt or equity financing. No assurances can be given that
advances when needed will be available.





Private capital, if sought, will be
sought from former business associates of our president or private investors
referred to us by those business associates. To date, we have not sought any
funding source and have not authorized any person or entity to seek out funding
on our behalf. If a market for our shares ever develops, of which there can be
no assurances, we may use shares of our common stock to compensate
employees/consultants and independent contractors.





We do not have any current plans to
raise funds through the sale of securities.  We hope to be able to use our
status as a public company to enable us to use non-cash means of settling obligations and
compensate persons and/or firms providing services or products to us, although
there can be no assurances that we will be successful in any of those efforts.
 Issuing shares of our common stock to such persons instead of paying cash
to them would enable us to perform more and larger engagements and use the cash
obtained from those engagements to operate and expand our business.  Having
shares of our common stock may also give persons a greater feeling of identity
with us which may result in referrals.  To date, we have not sought any
funding source and have not authorized any person or entity to seek out funding
on our behalf.





In December 2006, BBN sold660,000shares of its common stock to 37 people
for $660.  The sale of such shares was not
specifically or solely intended to raise financing since the funds raised were
de minimis.  It was principally intended to get relatives and/ our business
associates of management involved in our business.  Although these
stockholders have no obligation to provide any services to us, management hopes
that these new stockholders, their families and/or business associates may
provide us with valuable services such as recommending us to potential customers
and providing us with business advice in any areas of expertise or knowledge
that they may have that can be of value and assistance to us.





We are a public entity, subject to the
reporting requirements of the Exchange Act of 1934. We will incur ongoing
expenses associated with the professional fees for accounting, legal and a host
of other expenses for annual reports and proxy statements. We estimate that
these costs will range up to $35,000 per year for the next few years and will be
higher if our business volume and activity increases. These obligations will
reduce our ability and resources to fund other aspects of our business. We hope
to be able to use our status as a public company to increase our ability to use
non-cash means of settling obligations and compensate independent contractors by
issuing stock options and/or restricted shares of our stock instead of cash to
settle obligations, although there can be no assurances that we will be
successful in any of those efforts.





Off Balance Sheet
Arrangements





We have no off balance sheet
arrangements, obligations under any guarantee contracts or contingent
obligations. We also have no other commitments, other than the costs of being a
public company, which will increase our operating costs or cash requirements in
the future.






5





New Accounting
Pronouncements





In June 2003, the Securities and
Exchange Commission (“SEC”) adopted final rules under Section 404 of the
Sarbanes-Oxley Act of 2002 (“Section 404”). Commencing with our annual report
for the year ended October 31, 2008, we will be required to include a report of
management on our internal control over financial reporting. The internal
control report must include a statement  of management’s responsibility for
establishing and maintaining adequate internal control over our financial
reporting; of management’s assessment of the effectiveness of our
internal control over financial reporting as of year end; of the framework used
by management to evaluate the effectiveness of our internal control over
financial reporting; and management does not believe that any recently issued,
but not yet effective accounting pronouncements, if adopted, would have a
material effect on the accompanying financial
statements.




On September 15, 2006, the FASB issued
FASB Statement No. 157“Fair Value
Measurements”(“SFAS No.
157”).  SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value
measurements.  SFAS No. 157 is effective as of the beginning of the
first fiscal year beginning after November 15, 2007.  The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company’s financial condition and results of
operations.




On September 15, 2006, FASB issued FASB
Statement No. 158“Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No 87, 88, 106 and 132(R)”(“SFAS No. 158”).SFAS No. 158 requires the
recognition of the overfunded or underfunded status of a defined benefit
postretirement plan as an asset or liability in the statement of financial
position and the recognition of changes in that funded status in the year in
which the changes occur through comprehensive income. SFAS No. 158 also requires
the measurement of the funded status of a plan as of the date of the year-end
statement of financial position. SFAS No. 158 is effective as of the end of the
fiscal year ending after December 15, 2006 for an employer with publicly traded
equity securities. The Company does not anticipate that the adoption of this
statement will have any effect on the Company’s financial condition and results
of operations since the Company does not have any defined benefit or other
postretirement plans.




On February 15, 2007, the FASB issued
FASB Statement No. 159“The Fair Value
Option for Financial Assets and Financial Liabilities: Including an amendment of
FASB Statement No. 115”(“SFAS No. 159”). SFAS No. 159 permits
all entities to elect to measure many financial instruments and certain other
items at fair value with changes in fair value reported in earnings. SFAS No.
159 is effective as of the beginning of the first fiscal year that begins after
November 15, 2007, with earlier adoption permitted. The Company does not
anticipate that the adoption of this statement will have a material effect on
the Company’s financial condition and results of operations.




Management does not believe that any
recently issued, but not yet effective accounting pronouncements, if adopted,
would have a material effect on the accompanying financial
statements.




Critical Accounting
Policies





The preparation of financial statements
and related notes in conformity with accounting principles generally accepted in
the United States of America requires us to make judgments, estimates, and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to bad debts,
inventories, income taxes, restructuring and impairments and contingencies and
litigation.  We base our estimates on historical experience and on various
other assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other
sources.  Actual results may differ from these estimates under different
assumptions or conditions.





An accounting policy is considered to be
critical if it requires an accounting estimate to be made based on assumptions
about matters that are highly uncertain at the time the estimate is made, and if
different estimates that reasonably could have been used, or changes in the
accounting estimates that are reasonably likely to occur periodically, could
materially impact the financial statements.





Seasonality





To date, we have not noted any
significant seasonal impacts.




Off-Balance
Sheet Arrangements





We do not have any off-balance sheet
arrangements, financings, or other relationships with unconsolidated entities or
other persons, also known as “special purpose entities”
(SPEs).







6






Item 7.   Financial
Statements.






BBN GLOBAL CONSULTING,
INC.
  OCTOBER 31,
2007
 
 INDEX TO FINANCIAL
STATEMENTS
 
  CONTENTS
                Page(s)Report
      of Independent registered Public Accounting Firm
                F-2Balance
      Sheet
                F-3Statements
      of Operations
                F-4Statement
      of Stockholders’ Equity
                F-5Statements
      of Cash Flows
                F-6Notes
      to Financial Statements
                F-7
      to F-13
    F-1
  
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of
Directors
 BBN Global Consulting,
Inc.
 Spring Valley, NY
 
 We have audited the accompanying balance
sheet of BBN Global Consulting, Inc. as of October 31, 2007 and the related
statements of operations, stockholders’ equity and cash flows for the
fiscal years ended October 31, 2007 and 2006. These financial statements
are the responsibility of the Company’s management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We conducted our audits 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. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. 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 financial statement presentation.
We believe that our audits provide 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 BBN Global Consulting, Inc. as of October 31, 2007 and the results
of its operations and its cash flows for the fiscal years ended October
31, 2007 and 2006 in conformity with accounting principles generally accepted in
the United States of America.
 
 The accompanying financial statements
have been prepared assuming that BBN Global Consulting, Inc. will continue as a
going concern. As discussed in Note 3 to the financial statements, the Company
has no backlog of engagements which are likely to pay fees in the foreseeable
future or any source of financing which raises substantial doubt about the
Company’s ability to continue as a going concern. Management's plans in regards
to these matters are also described in Note 3.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
  /s/ Li &
Company, PC
 Li & Company, PC
 
  Skillman, New
Jersey
 January 30,
2008
    F-2


BBN GLOBAL
CONSULTING,
INC.
 
 Balance Sheet
 October 31, 2007
 
 ASSETSCURRENT
    ASSETS:Cash
              
              $
              985Accounts
      receivable
              
              
              37,269Total Current
      Assets
              
              
              38,254EQUIPMENTComputer
      equipment
              
              
              6,058Accumulated
      depreciation
              
              
              (3,030
              )Net
              
              
              3,028TOTAL
      ASSETS
              
              $
              41,282LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIES:Accrued
      expenses
              
              $
              7,740Total Current
      Liabilities
              
              
              7,740STOCKHOLDERS’
      EQUITY:Preferred stock
      at $0.001 par value;1,000,000 shares
      authorized ; no shares issued or outstanding
              
              
              -Common
      stock at $0.001 par value;74,000,000 shares
      authorized ; 9,760,000 shares issued and
      outstanding
              
              
              9,760Additional paid-in capital
              
              
              49,895Accumulated deficit
              
              
              (26,113
              )Total
      Stockholders’ Equity
              
              
              33,542TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              41,282
 
 
 See accompanying notes to the financial
statements.
 
  F-3








BBN GLOBAL CONSULTING,
INC.
 
 Statements of
Operations
 For the Fiscal Years
Ended  October 31, 2007 and 2006
 
 
 
 2007
              
              
              2006Revenue
              
              $
              41,269
              
              
              $
              125,487Cost of
    revenue
              
              
              34,593
              
              
              
              101,738Gross
profit
              
              
              6,676
              
              
              
              23,749General and
      administrative
              
              
              25,297
              
              
              
              22,141Income (loss) before income
      taxes
              
              
              (18,621
              )
              
              
              1,608Income
taxes
              
              
              -
              
              
              
              -Net income
      (loss)
              
              $
              (18,621
              )
              
              $
              1,608N Netincome (loss) per
      share- basic and diluted
              
              $
              (0.00
              )
              
              $
              0.00W Weighted average number of common
      shares outstanding – basic and diluted
              
              
              9,741,315
              
              
              
              9,100,000
 
 
 
 See accompanying notes to the financial
statements.
 
 F-4




BBN GLOBAL CONSULTING,
INC.
 
 Statement of Stockholders’
Equity
 October
31, 2007
 
 
 Common
                Shares
              
              
              Amount
              
              
              Additional
      Paid-in Capital
              
              
              Retained
                Earnings
                (Deficit)
              
              
              Total
                Stockholders'
                EquityBalance,
      November 1, 2005
              
              
              9,100,000
              
              
              $
              9,100
              
              
              $
              -
              
              
              $
              (9,100
              )
              
              $
              -Contribution
      to capital
              
              
              
              
              
              
              
              
              
              
              4,491
              
              
              
              
              
              
              
              4,491Net
      income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,608
              
              
              
              1,608Balance,
      October 31, 2006
              
              
              9,100,000
              
              
              
              9,100
              
              
              
              4,491
              
              
              
              (7,492
              )
              
              
              6,099Sale
      of common stock
              
              
              760,000
              
              
              
              760
              
              
              
              
              
              
              
              
              
              
              
              760Contribution
      to capital
              
              
              
              
              
              
              
              
              
              
              45,404
              
              
              
              
              
              
              
              45,404Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (18,621
              )
              
              
              (18,621
              )Balance,
      October 31, 200 7
              
              
              9,760,000
              
              
              $
              9,760
              
              
              $
              49,895
              
              
              $
              (26,113
              )
              
              $
              33,542
 
 
 
 
 See accompanying notes to the financial
statements.




F-5




BBN GLOBAL CONSULTING,
INC.
 
 Statements
of Cash Flows
 For the
Fiscal Years Ended October 31, 2007 and
2006


2007
              
              
              2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
              
              $
              (18,621
              )
              
              $
              1,608Adjustments
      to reconcile net income (loss) to net cash provided by (used in) operating
      activities:Depreciation
              
              
              2,020
              
              
              
              1,010Accrued
      compensation contributed to capital
              
              
              32,553
              
              
              
              -Increase
      in accounts receivable
              
              
              (37,269
              )
              
              
              -(Increase)
      decrease in prepaid expenses
              
              
              3,200
              
              
              
              (3,200
              )Increase
      (decrease) in accrued expenses
              
              
              (2,260
              )
              
              
              10,000Net
      Cash Provided By (Used in) Operating Activities
              
              
              (20,377
              )
              
              
              9,418CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of computer equipment
              
              
              -
              
              
              
              (6,058
              )CASH
      FLOWS FROM FINANCING ACTIVITIESLoan
      from president
              
              
              5,551
              
              
              
              -Repayment
      of loan from president
              
              
              (5,200
              )
              
              
              -Sale
      of common stock
              
              
              760
              
              
              
              -Capital
      contributions
              
              
              12,500
              
              
              
              4,491Net
      Cash Provided By Financing Activities
              
              
              13,511
              
              
              
              4,491INCREASE
      (DECREASE) IN CASH
              
              
              (6,866
              )
              
              
              7,851CASH
      AT BEGINNING OF PERIOD
              
              
              7,851
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              985
              
              
              $
              7,851Non-Cash
      Financing ActivityLoan
      from president contributed to capital
              
              $
              351
              
              
              $
              -




See accompanying notes to the financial
statements.






F-6






BBN
GLOBAL CONSULTING, INC.
 
 Notes
to Financial Statements
 
 October
31, 2007
 
 
 NOTE
1 - ORGANIZATION
 
 BBN Global Consulting, Inc. was incorporated on March 15, 2005 under
the laws of the State of Nevada and realized its first revenues in November
2005. It was formed to be a consulting firm with a mission of providing
strategic business planning and management consulting to small domestic
companies and to assist medium sized companies in China and Brazil to establish
a business presence in the United States. The Company works with and as a part
of a group of other independent consultants in engagements involving Chinese or
Brazilian clients.
 
 On
September 15, 2007 (the “Effective Date”), pursuant to the terms of a Stock
Purchase Agreement, Hank Cohn purchased 8,000,000 shares of the issued and
outstanding common stock of BBN Global Consulting (the “Company”) from Dr S.
Craig Barton, Patricia Barton, and Stefan Burstin, shareholders of the Company,
for $650,000 in cash. The total of 8,000,000 shares represents 82% of the
outstanding common stock of the Company. Mr. Cohn used his personal funds
to purchase the shares of the Company.   As part of the
acquisition, and pursuant to the Stock Purchase Agreement, the following changes
to the Company’s directors and officers have
occurred:
  As of
September 15, 2007, Hank Cohn was appointed to the Board of Directors of
the Company.
  Dr. S.
Craig Barton then resigned as a member of the Company’s Board of Directors and
as the Company’s President, Chief Executive Officer, and Chairman of the Board,
and Secretary,
  Effective
September 15, 2007, Patricia Barton resigned as a member of the Company’s
Board of Directors, Chief Financial Officer, Treasurer and Principal Accounting
Officer, effective September 15, 2007.
  Also as
of September 15, 2007, Hank Cohn was appointed as the Company’s President, Chief
Executive Officer, Chief Financial Officer, Chairman of the Board, and
Secretary.
 
 In
connection with the change in control, the Company changed its executive offices
to 14 Charlotte Drive, Spring Valley, NY 10977.
    F-7
 BBN
GLOBAL CONSULTING, INC.
 
 Notes
to Financial Statements
 
 October
31, 2007
 (Unaudited)
 
 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 a.
Year-end
 
 The
Company has elected a fiscal year ending on October 31.
 
 b.
Cash Equivalents
 
 The
Company considers all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.
 
 c.
Estimates
 
 The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”) 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.
 d.
Fixed Assets
 
 Equipment
is stated at cost less accumulated depreciation. Depreciation is calculated
using the straight line method over a useful life of three years. Depreciation
expense for the fiscal years ended October 31, 2007 and 2006 was $2,020
and $1,010, respectively.
 
 e.
Basic and Diluted Income (Loss) Per Common Share
 
 Basic and
diluted net income (loss) per common share has been calculated by dividing the
net income (loss) for the year by the basic and diluted weighted average number
of shares outstanding.
 
 f.
Revenue Recognition
 
 The
Company recognizes revenues on
consulting work when the engagement is complete and the amount earned is fully
determinable and realizable. No costs directly relating to engagements are
deferred until the amount to be earned on the engagement is fully
realizable.
 
 g.Accounts
receivable
 
 Accounts receivable are recorded at the
invoiced amount, net of an allowance for doubtful accounts. The allowance for
doubtful accounts is the Company’s best estimate of the amount of
probablecredit losses in the Company’s existing
accounts receivable.
   F-8
 BBN
GLOBAL CONSULTING, INC.
 
 Notes
to Financial Statements
 
 October
31, 2007
 (Unaudited)
 
 The Company determines the allowance
based on historical write-off experience, customer specific facts and economic
conditions. Bad debt expense is included in general and administrative expenses.
  Outstanding account balances are
reviewed individually for collectibility. Account balances are charged off
against the allowance after all means of collection have been exhausted and the
potential for recovery is considered remote. The Company does not have any
off-balance-sheet credit exposure to its customers.
 
 h.   Income
Taxes
 
 The
Company accounts for income taxes under FASB Statement No. 109, Accounting for Income Taxes.
Deferred income tax assets and liabilities are determined based upon differences
between the financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.
 
 i.   Fair
value of financial instruments
 
 The
Company follows Statement of Financial Accounting Standards No. 107 “Disclosures about Fair Value of
Financial Instruments”(“SFAS No. 107”) for its financial
instruments. The fair value of a
financial instrument is the amount at which the instrument could be exchanged in
a current transaction between willing parties.  The carrying amounts of
financial assets and liabilities, such as cash, accounts receivable,andaccrued expensesapproximate their fair values because of
the short maturity of these instruments.
 
 j. 
Recently
Issued Accounting Pronouncements
 
 In June
2003, the Securities and Exchange Commission (“SEC”) adopted final rules under
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-8760 on
December 15, 2006.
Commencing with the Company’s Annual Report for the year ending October
31 , 2008, the Company is required to include a report of management on the
Company’s internal control over financial reporting. The internal control report
must include a statement of management’s responsibility for establishing and
maintaining adequate internal control over financial reporting for the Company;
of management’s assessment of the effectiveness of the Company’s internal
control over financial reporting as of year end and of the framework used by
management to evaluate the effectiveness of the Company’s internal control over
financial reporting. Furthermore in the following fiscal year the
Company’s independent accounting firm has to issue an attestation report
separately on the Company’s internal control over financial reporting on whether
it believes that the Company has maintained, in all material respects, effective
internal control over financial reporting.
   F-9
 BBN
GLOBAL CONSULTING, INC.
 
 Notes
to Financial Statements
 
 October
31, 2007
 (Unaudited)
 On
September 15, 2006, the FASB issued FASB Statement No. 157 “Fair Value Measurements”
(“SFAS No. 157”).  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements.  SFAS No. 157 is effective as of the beginning of the
first fiscal year beginning after November 15, 2007.  The Company does
not anticipate that the adoption of this statement will have a material effect
on the Company’s financial condition and results of operations.
 
 On
September 15, 2006, FASB issued FASB Statement No. 158“Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No 87, 88, 106 and 132(R)” (“SFAS No. 158”).  SFAS No. 158
requires the recognition of the overfunded or underfunded status of a defined
benefit postretirement plan as an asset or liability in the statement of
financial position and the recognition of changes in that funded status in the
year in which the changes occur through comprehensive income. SFAS No. 158 also
requires the measurement of the funded status of a plan as of the date of the
year-end statement of financial position. SFAS No. 158 is effective as of the
end of the fiscal year ending after December 15, 2006 for an employer with
publicly traded equity securities. The Company does not anticipate that the
adoption of this statement will have any effect on the Company’s financial
condition and results of operations since the Company does not have any defined
benefit or other postretirement plans.
 
 On
February 15, 2007, the FASB issued FASB Statement No. 159“The Fair Value Option for Financial
Assets and Financial Liabilities: Including an amendment of FASB Statement No.
115” (“SFAS No. 159”). SFAS No. 159 permits all entities to elect to
measure many financial instruments and certain other items at fair value with
changes in fair value reported in earnings. SFAS No. 159 is effective as of the
beginning of the first fiscal year that begins after November 15, 2007, with
earlier adoption permitted. The Company does not anticipate that the adoption of
this statement will have a material effect on the Company’s financial condition
and results of operations.
 
 Management
does not believe that any recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying
financial statements.
   F-10
 BBN
GLOBAL CONSULTING, INC.
 
 Notes
to Financial Statements
 
 October
31, 2007
 (Unaudited)
 NOTE
3 - GOING CONCERN
 
 The
accompanying financial statements have been prepared on a going concern basis
which contemplates the realization of assets and satisfaction of liabilities in
the normal course of business. At October 31, 2007, the Company has limited
financial resources, has not established a source of equity or debt financing,
and has no engagements in its backlog where the amounts to be earned are fully
determinable and realizable.These
factors, among others, indicate that the Company's continuation as a going
concern is dependent upon its ability to achieve profitable operations or obtain
adequate financing. The financial statements do not include any adjustments
related to the recoverability and classification of recorded asset amounts or
the amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence.
 
 The
Company is aggressively seeking profitable engagements through the business
contacts and associates of its president and is minimizing all
costs.
 
 NOTE
4 - STOCKHOLDERS’ EQUITY
 
 The
Company was incorporated on March 15, 2005 at which time it issued 9,100,000
common shares of the Company.
 
 On
December 27, 2006, 660,000 shares of the Company’s common stock were sold to 37
shareholders at $.001 per share for an aggregate amount of $660.
 
 Stock
Option Plan
  Pursuant
to a December 13, 2006 Board of Directors approval and subsequent stockholder
approval, the Company adopted its 2006 Non-Statutory Stock Option Plan (the
“Plan”) whereby it reserved for issuance up to 1,500,000 shares of its common
stock. The purpose of the Plan is to provide directors, officers and employees
of, consultants, attorneys and advisors to the Company and its subsidiaries with
additional incentives by increasing their ownership interest in the
Company.  Directors, officers and other employees of the Company and
its subsidiaries are eligible to participate in the Plan.  Options in
the form of Non-Statutory Stock Options (“NSO”) may also be granted to directors
who are not employed by the Company and consultants, attorneys and advisors to
the Company providing valuable services to the Company and its
subsidiaries.  In addition, individuals who have agreed to become an
employee of, director of or an attorney, consultant or advisor to the Company
and/or its subsidiaries are eligible for option grants, conditional in each case
on actual employment, directorship or attorney, advisor and/or consultant
status.  The Plan provides for the issuance of NSO’s only, which are
not intended to qualify as “incentive stock options” within the meaning of
Section 422 of the Internal Revenue Code, as amended.
    F-11
 BBN
GLOBAL CONSULTING, INC.
 
 Notes
to Financial Statements
 
 October
31, 2007
 (Unaudited)
 The Board
of Directors of the Company or a Compensation Committee (once established) will
administer the Plan with the discretion generally to determine the terms of any
option grant, including the number of option shares, exercise price, term,
vesting schedule and the post-termination exercise period. Notwithstanding this
discretion (i) the term of any option may not exceed 10 years and (ii) an option
will terminate as follows: (a) if such termination is on account of termination
of employment for any reason other than death, without cause, such options shall
terminate one year thereafter; (b) if such termination is on account of death,
such options shall terminate 15 months thereafter; and (c) if such termination
is for cause (as determined by the Board of Directors and/or Compensation
Committee), such options shall terminate immediately. Unless otherwise
determined by the Board of Directors or Compensation Committee, the exercise
price per share of common stock subject to an option shall be equal to no less
than 10% of the fair market value of the common stock on the date such option is
granted. No NSO shall be assignable or otherwise transferable except by will or
the laws of descent and distribution or except as permitted in accordance with
SEC Release No.33-7646 as effective April 7, 1999.
 
 The Plan
may be amended, altered, suspended, discontinued or terminated by the Board of
Directors without further stockholder approval, unless such approval is required
by law or regulation or under the rules of the stock exchange or automated
quotation system on which the common stock is then listed or quoted. Thus,
stockholder approval will not necessarily be required for amendments which might
increase the cost of the Plan or broaden eligibility except that no amendment or
alteration to the Plan shall be made without the approval of stockholders which
would (a) increase the total number of shares reserved for the purposes of the
Plan or decrease the NSO price (except as provided in paragraph 9 of the Plan)
or change the classes of persons eligible to participate in the Plan or (b)
extend the NSO period or (c) materially increase the benefits accruing to Plan
participants or (d) materially modify Plan participation eligibility
requirements or (e) extend the expiration date of the Plan. Unless otherwise
indicated the Plan will remain in effect for a period of ten years from the date
adopted unless terminated earlier by the board of directors except as to NSOs
then outstanding, which shall remain in effect until they have expired or been
exercised.
 
 No
options are outstanding or have been issued under the Plan as of October 31,
2007.
 
 NOTE
5 – INCOME TAXES
 
 The
Company accounts for income taxes under FASB Statement No. 109, Accounting for Income Taxes.
Deferred income tax assets and liabilities are determined based upon differences
between the financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse.
    F-12
 BBN
GLOBAL CONSULTING, INC.
 
 Notes
to Financial Statements
 
 October
31, 2007
 (Unaudited)
 At
October 31, 2007, the Company had net operating loss carry–forwards for Federal
income tax purposes of approximately $26,000 that may be offset against future
taxable income through 2027. No tax benefit has been reported with respect to
these net operating loss carry-forwards in the accompanying financial
statements because the Company believes that realization is not more likely than
not. Accordingly, the potential tax benefits of the net loss carryforwards are
fully offset by a valuation allowance.
 
 There are
no significant differences between the Company’s operating results for financial
reporting purposes than for income tax purposes. The Company did utilize net
operating loss carry-forwards of $1,608 in its income statement for the
fiscal year ended October 31, 2006.
 
 Pursuant to Internal Revenue Code
Sections 382 and 383, the use of the Company's net operating loss and credit
carryforwards may be limited if a cumulative change in ownership of more than
50% occurs within a three-year period.  The annual limitation may
result in the expiration of net operating losses and credits before
utilization.
 
 NOTE
6 –  CONCENTRATION OF RISK
 
 Substantially
all of the Company’s revenues for the years ended October 31, 2007 and 2006 were
derived from three customers: BFFS (24.89%), Videoline (50.89%), and Educons
(24.23%) in 2007 and LEA Management (74.11%), BFFS (19.92%) and Pinewood Imports
(5.57%) in 2006. BFFS and Pinewood Imports may be considered to be related
parties because they are each controlled by a different son of the Company
president.




















F-13





Item 8.   Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure.





None.




Item 8A.Controls and
Procedures.





Evaluation
of Disclosure Controls and Procedures





Under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e) and Rule
15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended
(Exchange Act), as of October 31, 2007. Based on this evaluation, our principal
executive officer and principal financial officer have concluded that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in the reports we file or submit under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the Securitiesand Exchange Commission’s rules and
forms and that our disclosure and controls are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.





Changes in
Internal Controls





There were no changes (including
corrective actions with regard to significant deficiencies or material
weaknesses) in our internal controls over financial reporting that occurred
during the fourth quarter of fiscal 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




Item 8B.   Other
Information.




None





PART
III




Item 9.   Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section 16(a) of the Exchange
Act.




The following table sets forth the name
and age of our sole executive officer and director.





Name
            
            Age
            
            Position
            
            Date of
      AppointmentHank
      Cohn
            
            38
            
            President, Chief Executive
      Officer, Chief Financial Officer, Chairman
            
            September
    2007





Set forth below is a brief description
of the background and business experience of our sole executive officer and
director for the past five years.





There are
no agreements or understandings for the officer or director to resign at the
request of another person and the above-named officer and director is not acting
on behalf of nor will act at the direction of any other person.





Set forth
below is the name of our director and officer, all positions and offices with
the Company held, the period during which he has served as such,  and
the business experience during at least the last five years:





Hank
Cohn





Mr. Cohn is currently serving as
President and Chief Executive Officer of PracticeOne, Inc., an integrated
software and services company for physicians. He is also executive Vice
President at Galaxy Ventures, LLC, a closely-held investment fund with a
multi-pronged investment strategy concentrating in the areas of bond trading and
early stage technology investments. Mr. Cohn acts as Portfolio Manager for
investments.  Mr. Cohn is also a member of the Board of Directors of
Crystal International Travel Group, Inc. (CINT.OB) and Analytical Surveys, Inc.
(ANLT).  From March 2007 to August 2007, Hank Cohn was the sole officer and
director of International Food and Wine Consultants, Inc. a company trading on
the OTCBB.  Mr. Cohn holds an MBA in finance and investments from
Baruch College.








7








Term of
Office




Our directors are appointed for a
one-year term to hold office until the next annual general meeting of our
shareholders or until removed from office in accordance with our bylaws. Our
officers are appointed by our board of directors and hold office until removed
by the board.





Significant
Employees





None





Family
Relationships





No family relationships exist among our
directors or executive officers.





Involvement
in Certain Legal Proceedings




To our knowledge, during the past five
years, none of our directors, executive officers, promoters, control persons, or
nominees has been:




•
            the subject of any bankruptcy
      petition filed by or against any business of which such person was a
      general partner or executive officer either at the time of the bankruptcy
      or within two years prior to that
time;





•
            convicted in a criminal proceeding
      or is subject to a pending criminal proceeding (excluding traffic
      violations and other minor
offenses);





•
            subject to any order, judgment, or
      decree, not subsequently reversed, suspended or vacated, of any court of
      competent jurisdiction, permanently or temporarily enjoining, barring,
      suspending or otherwise limiting his involvement in any type of business,
      securities or banking activities;
or





•
            found by a court of competent
      jurisdiction (in a civil action), the Commission or the Commodity Futures
      Trading Commission to have violated a federal or state securities or
      commodities law.





Code of
Ethics





Given our brief operating history and
the fact that our principal stockholders is also our sole officer and director,
we have not yet adopted a code of ethics.




Compliance
with Section 16(a) of the Exchange Act




Section 16(a) of the Securities Exchange
Act of 1934 requires the Company’s officers and directors, and persons who own
more than 10 percent of a registered class of the Company’s equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission (SEC). Officers, directors, and greater than 10 percent
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.





To the Company’s knowledge, based solely
on a review of the copies of such reports furnished to the Company, all reports
under Section 16(a) required to be filed by its officers and directors and
greater than ten percent beneficial owners were timely filed as of the date of
this filing.




Item 10.   Executive
Compensation.




Compensation
of Executive Officers




The following summary compensation table
sets forth all compensation awarded to, earned by, or paid to the named
executive officers paid by us during the fiscal years ended October 31, 2007 and
2006 in all capacities for the accounts of our executives, including the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO):








8








SUMMARY COMPENSATION
TABLE








Name and Principal
      Position
            
            
            Year
            
            
            Salary
              ($)
            
            
            Bonus
              ($)
            
            
            Stock Awards
              ($)
            
            
            Option Awards
              ($)
            
            
            Non-Equity
      Incentive Plan Compensation ($)
            
            
            Non-Qualified Deferred
      Compensation Earnings
              ($)
            
            
            All Other
      Compensation
              ($)
            
            Totals
              ($)Hank
      Cohn
              President,
      Chief
            
            
            2007
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            (0)
            $
            0Executive
      Officer,
            
            
            2006
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            (0)
            $
            0Chief Financial
      OfficerDr. S. Craig Barton,
      President
            
            
            2007
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            (0)
            
            02006
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            (0)
            
            0Patricia J.
      Barton,
              CFO
            
            
            2007
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            (0)
            
            02006
            
            $
            27,000
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            (0)
            
            0





Outstanding Equity
Awards at Fiscal Year-End Table.There were no individual grants of stock
options to purchase our common stock made to the named executive officers in the
Summary Compensation Table during the fiscal year ended October 31, 2007, and
the subsequent period up to the date of the filing of this
prospectus.




Employment
Agreements




One
employee.




Compensation
of Directors




For the fiscal year ended October 31,
2007, we did not compensate our directors for their services.




Item
11.                      
Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder
Matters.




The following table sets forth certain
information regarding the ownership of our capital stock, as of February
4, 2008, for: (i) each director; (ii) each
person who is known to us to be the beneficial owner of more than 5%of our
outstanding common stock; (iii) each of our executive officers named in the
Summary Compensation Table; and (iv) all of our current executive officers and
directors of as a group. Except as otherwise indicated in the footnotes, all
information with respect to share ownership and voting and investment power has
been furnished to us by the persons listed. Except as otherwise indicated in the
footnotes, each person listed has sole voting power with respect to the shares
shown as beneficially owned.





Title of
    Class
            
            Name and Address of Beneficial
      Owner
            
            Amount and Nature of Beneficial
      Ownership
            
            Percent of Class(2)Common
Stock
            
            Hank
      Cohn
            
            8,000,000
            
            82%Common
Stock
            
            All officers and directors as a
      group (1 in number)
            
            _
            
            82%





(1)The person listed is an officer and/or
director of the Company and the address for each beneficial owner is14
Charlotte Drive, Spring Valley, NY 10977.





(2)Based on 9,760,000 shares of Common
Stock issued and outstanding as of February 4,
2008.




Item 12.   Certain Relationships and Related
Transactions.





None.






9







Item 13.   Exhibits.





Exhibit No.
            
            Title of
      Document
            
            Location3.1.1
            
            Articles of
      Incorporation
            
            Incorporated by reference to
      exhibit 3.1 on Form 10-SB filed on March 13, 2006 (File no:
      333-140306)3.2
            
            Bylaws
            
            Incorporated by reference to
      exhibit 3.2 on Form 10-SB filed March 13, 2007 (File no:
      333-140306)31.1
            
            Certification of Chief Executive
      Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of
      1934
            
            Filed
    herewith32.1
            
            Certification of Chief Executive
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002
            
            Filed
    herewith




Item 14.   Principal Accounting Fees and
Services.




Audit
Fees




For our fiscal year ended October 31,
2007, we were billed approximately $14,500 for professional services rendered
for the audit and reviews of our financial statements.
 
 Our Board of Directors has adopted a
procedure for pre-approval of all fees charged by our independent auditors.
Under the procedure, the Board approves the engagement letter with respect
to audit, tax and review services. Other fees are subject to pre-approval
by the Board, or, in the period between meetings, by a designated member of
Board. Any such approval by the designated member is disclosed to the
entire Board at the next meeting. The audit and tax fees paid to the
auditors with respect to fiscal year 2007 were pre-approved by the entire
Board of Directors.


Other Audit
Related Fees





None




Tax
Fees




For our fiscal years ended October 31,
2007 and 2006, we were not billed for professional services rendered for tax
compliance, tax advice, and tax planning.




All Other
Fees




The Company did not incur any other fees
related to services rendered by our principal accountant for the fiscal years
ended October 31, 2007 and 2006.











10






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.




BBN GLOBAL CONSULTING,
      INC.By:
            /s/Hank CohnHank
      CohnPresident, Chief Executive
      Officer,
              Chief Financial
      OfficerDate:
            March 3,
      2008





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 and on the dates
indicated.





Name
            
            Title
            
            Date/s/Hank
    Cohn
            
            President, Chief Executive
      Officer,
            
            March 3,
      2008Hank
      Cohn
            
            Chief Financial
      Officer