Market is being manipulated higher as big money is pulling out ahead of a looming huge crash. That is what I see. (8/2/12)
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Smitter, u think this one ready to reverse?
Gonna person mark all posters. Would appreciate the same in return.
Pink, you always hear the buzz.
Are they supposed to have a promo coming?
Long and strong BMOD. Real FDA one coming there. Accumulation time is now. 5+ bags from here easy.
LOL. Big family and I mean BIG. ha
Welcome aboard Smitter. Good board here. Lots of green to be made.
Yeah I have been over there a few times. Nice board.
Hey, penny. Nice to see ya here man.
MEXP gonna be on watch very soon. New 52wk low Friday. SEC filings about warrants and such. Could reverse nicely once bottom is realized.
MEXP should be on your watch for a bottom soon. Set new 52wk low Friday. Check recent SEC filings about warrants and such that are impacting price. This one will bounce hard when bottom is realized.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7127181
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7126584
All picks welcome, right? LOL
UYMG reduced A/S....popped early Friday and then went for a free fall. Keep that one on watch this week for sure.
FOYJ has had a Titanic like sink of late. That one can be flipped weekly. LOL
VNTA gonna stay on bounce watch all week. Watching to see if .02 is bottom/support level. Could be easy money bouncer.
Yeah, just someone sounded the alarm.
WEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE
GLER 8-k...MERGER:
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2010
GLOBAL EARTH ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
0-31343
(Commission File Number)
36-4567500
(IRS Employer Identification No.)
1213 Culbreth Drive, Wilmington, North Carolina (principal executive offices)
28405
(Zip Code)
(910) 616-0077
(Registrant’s telephone number, including area code)
534 Delaware Avenue, Suite 412, Buffalo, New York 14202
(Former address, if changed since last report.)
_____________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
1
Item 8.01
Other Events.
On March 19, 2010, Global Earth Energy, Inc., a Nevada corporation (“Global Earth”) entered into a Letter of Intent with 688239 B.C. Ltd., a British Columbia corporation (“688239 B.C.”) pursuant to a reverse triangular merger (the “Merger”).
Global Earth and 688239 B.C. wish to commence negotiating a definitive written agreement providing for the Merger (the “Definitive Agreement”). To facilitate the negotiation of the Definitive Agreement, the parties request that Global Earth’s counsel prepare an initial draft. The execution of the Definitive Agreement would be subject to the satisfactory completion of the ongoing investigation by Global Earth and 688239 B.C. of their respective businesses, approval by their respective boards of directors, and the approval of the Merger by the stockholders of 688239 B.C.
Based upon the information currently known to Global Earth, it is proposed that the Definitive Agreement include the following terms:
1.
Basic Transaction . Global Earth proposes to acquire all of the outstanding shares of the 688239 B.C. Stock by means of the Merger between 688239 B.C. and a wholly-owned subsidiary of Global Earth to be formed whereby the stockholders of 688239 B.C. would receive in exchange shares of the common stock of Global Earth (the “Global Earth Stock”) so that following the closing of the Merger (the “Closing”) Global Earth would own all of the issued and outstanding shares of the 688239 B.C. Stock. It is understood that the Global Earth Stock to be received by the stockholders of 688239 B.C. in the Merger would, upon their issuance, be restricted in their resale pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Further, at the time of the Merger, 688239 B.C. will have no more than 35 unaccredited stockholders as described in the Securities Act.
2.
Exchange Ratio . The number of shares of the Global Earth Stock to be received at the Closing in exchange for the shares of the 688239 B.C. Stock would be set forth in the Definitive Agreement (the “Exchange Ratio”). It is anticipated that the 688239 B.C. stockholders would own approximately 64 percent of the issued and outstanding shares of the Global Earth Stock following the Merger, with the remaining approximately 34 percent owned by the current Global Earth stockholders, and other parties. However, it should be understood that one stockholder of Global Earth owns 1,000,000 shares of the Global Earth Class B preferred stock which has voting rights equal to 500 shares of the Global Earth Stock for every one share of Global Earth preferred stock held, which equates to voting rights of 500,000,000 shares of the Global Earth Stock, which amount exceeds the outstanding shares of the Global Earth Stock. Therefore, due to the voting rights contained in the outstanding shares of the Global Earth preferred stock, there will be no change of control.
3.
Other Terms . Global Earth and 688239 B.C. would make comprehensive representations and warranties to each other and would provide comprehensive covenants, indemnities and other protections for the benefit of the parties and their respective stockholders. The consummation of the Merger by the parties would be subject to the satisfaction of various conditions, including:
(a)
An evaluation of by each of the parties that the value of each of Global Earth and 688239 B.C. on March 26, 2010, the date of the Closing (the “Closing Date”) is such that the Exchange Ratio is in the best interests of the stockholders of Global Earth and 688239 B.C. on the Closing Date.
(b)
Such other matters as may be stated in the Definitive Agreement.
The expected closing date will be on or before March 26, 2010. A copy of the Letter of Intent is attached to this report as an exhibit.
2
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits .
The following exhibits are filed herewith:
Exhibit No.
Identification of Exhibit
10.1
Letter of Intent between Global Earth Energy, Inc. and 688239 B.C., Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 19, 2010.
GLOBAL EARTH ENERGY, INC.
By /s/ Sydney A. Harland
Sydney A. Harland, Chief Executive Officer
Finally this board coming alive. We got the best team being put together here. Nothing but green days to come.
Fozy, you do your backflips and gymnastics routine and we blow this up big time. :)
Fire next week on GLER
Easy money every week, Pink. Looks like we are building a nice team. Weeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee
VNTA seems primed to reverse here.
Volume increasing a little now. Watching very closely here.
VNTA may be reversing here. On close watch.
VNTA should bounce soon I would think. Crazy.
Hey, Hova! BEHL looking good for steady move. Could pop at any time as well, but steady green from here.
DKSC will have its day. When they audit and bring their news, big move from here.
PHSL is an interesting one penny. Someone been buying of late slowly.
Penny, it is interesting to me to see the PHSL accumulation going on of late. Makes me wonder if something might be up after all. GLTY
Attention all!!!!
This board is about to come alive big time. Don't miss the train rides about to be taken here.
Thanks for the kind words. Looking really good. Hoping for a retest of previous highs. :)
BEHL gonna pop big.
Sure hope the Rain team played ENTI this week. WOW
Tomorrow, the play to be in is BEHL
Loving what I am seeing going on here with BEHL. Great time to be in this one as something definitely going on. Looking for a really strong Friday here. GLTA