Global Earth Energy Inc. (fka GLER)

[nodummy]

IF they were to go the dilution route to raise $25 million which luckily for GLER shareholders they won't then at $.005/share it would take 5 billion shares. They wouldn't be able to sell or issue all the shares at that price because they would have to account for the depreciated value that adding that issuing that many more shares would case to the share price. So it would take at least 10 billion shares (probably much more to be perfectly honest) to accomplish that feat.

They have already filed an 8K back in January explaining where they are allegedly getting the financing from:

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000039/gler0131118k.htm

On January 25, 2011, the registrant and LB Tim Co., Ltd., a South Korean corporation, executed a Memorandum of Understanding with respect to the proposed purchase of $100,000,000.00 worth of our Series A convertible preferred stock by LB Tim Co., Ltd. The provisions of our Series A preferred stock are more fully described in Item 3.03 below. The offering is expected to close within 45 to 60 days.

The Series A preferred stock will consist of 10,000 shares.

Dividends and Special Payments. (a) The holders of the shares of Series A Preferred Stock (each, a “Holder” and collectively, the “Holders”) shall be entitled to receive when, as, and if declared by the Board of Directors of Global Earth Energy, Inc., a Nevada corporation (the “Company”), out of funds legally available for the purpose, annual dividends (the “Dividends”) payable at the rate of 15 percent per annum (the “Dividend Rate”) on the Stated Value ($100,000.00) of each share of Series A Preferred Stock.

(b) Dividends shall be computed on the basis of a 360-day year consisting of twelve 30-day months and shall be payable for each Calendar Year following the Issue Date during the period beginning on the Issue Date (each, a “Dividend Date”).


Here is a copy of the "memorandum of understanding" between GLER and LB Tim Ltd Co.

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000039/ex101.htm


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Going back to the 8K I linked above here is who really made money for putting together this "memorandum of understanding"

On January 27, 2011, the registrant issued to Lee Antton 2,500,000 shares of our common stock, par value $0.001 per share, in consideration for his services in connection with the Memorandum of Understanding described in Item 1.01 above. The securities bear a legend restricting their disposition.

Sinnis Consulting Agreement. On January 26, 2011, Global Earth Energy, Inc. and Spiros Sinnis executed a Consulting Agreement, whereby Mr. Sinnis agreed to provide consulting services in connection with strategic transactions. In consideration for such services, the registrant agreed to issue to Mr. Sinnis 6,000,000 shares of the common stock of the registrant, par value $0.001 per share registered on a Form S-8 registration statement pursuant to the registrant’s Non-Employee Consultants Retainer Stock Plan for the Year 2010 No. 2 (the “Plan”) filed with the United States Securities and Exchange Commission on November 10, 2010.

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000039/ex102.htm

Madenberg Consulting Agreement. On January 26, 2011, Global Earth Energy, Inc. and Andrew L. Madenberg executed a Consulting Agreement, whereby Mr. Madenberg agreed to provide consulting services in connection with strategic transactions. In consideration for such services, the registrant agreed to issue to Mr. Madenberg 6,000,000 shares of the common stock of the registrant, par value $0.001 per share registered on a Form S-8 registration statement pursuant to the registrant’s Non-Employee Consultants Retainer Stock Plan for the Year 2010 No. 2 (the “Plan”) filed with the United States Securities and Exchange Commission on November 10, 2010.

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000039/ex103.htm


Here was the S-8 filed on November 10, 2010 authorizing the issue of 50,000,000 shares for consulting services:

http://www.sec.gov/Archives/edgar/data/1121901/000109181810000485/gler110810s8.htm



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Now remember the original "memorandum of understanding" with LB Tim Co Ltd expired because the 60 days passed but not before they put together a failed coal deal with GFC 2005 LLC

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000054/gler0210118k.htm

Which got terminated 2 short weeks later after some of their claims about the coal company and their coal reserves were proven false

And an agreement with Innovated Concepts of Ethanol Corp

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000073/gler0223118k.htm

Which expired

And an agreement with Wins International Co., Ltd which disappeared without a peep

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000076/gler02231128k.htm

And an agreement with Biosynergies Lubbock, LLC

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000081/gler0225118k.htm

Which was terminated by Biosynergies Lubbock when the closing date expired


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Sensing a theme here yet?

Make a deal that depends on the financing from LB Tim Ltd Co.

The deal expires or gets canceled

Make a new deal

The deal expires or gets canceled

And so on and so on.

In the mean time consulting shares are being dished out like mad to people for putting together all these failed deals.

GLER uses the deals to try to pump up the share prices while insiders are enriched with millions and millions of shares for putting together these failed deals.

GLER burned through the 50,000,000 consulting shares they authorized with the November 10, 2010 S-8 filing and so they did a new S-8 filing on May 24, 2011 for another 100,000,000 shares

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000297/gler052011s8.htm

What do you think all those consulting shares do to the share price of GLER over time?


Are you understanding how this game is played yet?


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Going back to the LB Tim Ltd Co financing deal.

The original deal expired in March so GLER put out this 8K announcing the deal had been extended to April 23, 2011:

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000169/ex101.htm

April 23, 2011 came and went with no new 8K filed to date officially announcing the extension of the financing deal.

Only this May 13, 2011 press release saying it was extended again:

http://ih.advfn.com/p.php?pid=nmona&article=47674977

Why no 8K filing yet? One can only wonder.



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One more interesting thing I'd like to mention is that before the LB Tim Ltd Co. memorandum of understanding was put together there were 1,000,000 preferred A shares authorized. 30,000 of which were already issued and outstanding to Robert Levitt (reference to last 10K).

http://www.sec.gov/Archives/edgar/data/1121901/000109181810000581/gler12131010k.htm

On January 28, 2011 (a few days after the signed memorandum between GLER and LB Tim Ltd Co) an amendment of designation for the preferred A shares was filed with the NV SOS

http://nvsos.gov/sosentitysearch/corpActions.aspx?lx8nvq=ed5JjHenyp%252fZUVOOR3L16Q%253d%253d&CorpName=GLOBAL+EARTH+ENERGY%2c+INC.

Presumably changing their value to match the value published in the memorandum of understanding, but when you look on the main page for Global Earth Energy on the NV SOS site it still shows 1,000,000 authorized preferred A shares (5th par count down under the financial information section):

http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=ed5JjHenyp%252fZUVOOR3L16Q%253d%253d&nt7=0

The other thing missing is anything in the filings showing that those 30,000 preferred A shares were converted or canceled or returned to the treasure. You can't have 30,000 outstanding preferred A shares if the authorized number per the LB Tim Ltd Co memorandum of understanding is supposed to be 10,000 shares.

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000039/ex4.htm

Could be that the NV SOS is just behind the ball updating the Financial Information section, but I'd still like to see something in a filing explaining what happened to the 30,000 outstanding preferred shares that belonged to Robert Levitt before the memorandum of understanding was put together

Absolutely no mention of those shares in the last 10Q:

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000190/gler04191110q.htm

And the CONSOLIDATED BALANCE SHEETS for the 10Q as of February 28, 2011 still shows this:

1,000,000 Authorized Preferred A shares and 30,000 Outstanding Preferred A shares