Global Earth Energy Inc. (fka GLER)

[crowin]

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,GLER DD

by nodummy

GLER - just doing some more research and outlining the history of this company or lack there of

I noticed today that Betty-Ann Harland obtained 2,000,000 more preferred shares today per the new Form 3 filing:

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000300/xslF345X02/primary_doc.xml

The shares aren't convertible and so their main value are in their voting rights.

But while reviewing the previous share ownership filings I noticed that Andrew Madenberg had done a Form 3 filing back in November of 2010 for the ownership of 62,642,973 shares through his company, STRATEGIC ALLIANCE CONSULTING GROUP, LTD.

http://www.sec.gov/Archives/edgar/data/1121901/000109181810000548/xslF345X02/primary_doc.xml

That got me researching a little bit how those 62,642,973 shares were obtained.

Back on November 22, 2010 GLER signed a joint venture agreement with Reflora do Brasil, a Brazilian company controlled by Andrew Madenberg and his associates and partnered with another Andrew Madenberg company, Lifecycle.

When GLER first signed this deal they put out press releases that touted revenues in the hundreds of millions over the next decade with the potential to top a billion dollars.

The terms of the joint venture agreement went like this:

GLER would get 40% of the revenues

Reflora do Brasil would get 9,500,000 shares of GLER stock

Andrew Madenberg would get 62,642,973 shares of GLER stock

George Sinnis would get 2,000,000 shares of GLER stock

Glenn Sturm would get 500,000 shares of GLER stock

Atlantic Station would get 2,000,000 shares of GLER stock

Raymond F. Barbush III would get 5,000,000 shares of GLER stock


In total GLER issued 81,642,973 for the joint venture agreement

The 72,142,973 shares issued to Madernberg, Sinnis, Sturm, Atlantic Station, and Barbush III were issued at $.0045/share for a total of $324,643 worth of common stock.

GLER didn't just pay shares for the joint venture agreement though.

Also as part of the agreement GLER agreed to pay Andrew Madenberg $30,000 a month for 4 months for a grand total of $120,000. Since GLER has always been a company with no cash or revenues they put right in their filings that the would use public offerings to raise the money to pay Andrew Madenberg. Yes he is being paid through dilution.

--------------------------------------------------------------------

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

On November 23, 2010, 72,142,973 shares of common stock were issued to five shareholders to acquire 40% of the joint venture as determined pursuant to the joint venture agreement signed November 22, 2010 – see Note G. Strategic Alliance, George Sinnis, Glenn Sturm, Atlantic Station and Raymond F. Barbush III received 62,642,973; 2,000,000; 500,000; 2,000,000 and 5,000,000 shares respectively.

Joint Ventures

Reflora do Brasil

On November 22, 2010, the Company and Reflora do Brasil, a Brazilian company (“RDB”) executed a Joint Venture Agreement with respect to sale by RDB of carbon credits relating to certain property located in Brazil. Proceeds from the sale of the Credits brokered by the Company for RDB shall be split as follows: sixty percent (60%) of the proceeds shall be distributed to the owners of the Para Property, who are represented by RDB, and forty percent (40%) to the Company. Pursuant to the agreement, the Company issued 9,500,000 shares of common stock valued at $0.0045 per share on November 22, 2010 in addition to those shares listed below.

Strategic Alliance Consulting Group, Ltd. is entitled to compensation from the Company pursuant to the Joint Venture Agreement, as follows:

(a) 62,642,973 shares of the common stock valued at $0.0045 per share of the Company and

(b) The sum of $30,000 per month for four months totaling $120,000 which has been recorded as due to joint venture on the balance sheet. This payment to the Strategic Alliance is compensation to run the business lines to be brought in, (carbon credit deals, soybean, asset backed bonds, Lifecycle partnership) which includes legal costs and other costs involving the stated deals. The Cash Compensation will be paid by the Company as and when it is able to raise sufficient funds through a private placement of shares of the Global Earth Common Stock pursuant to Regulation D promulgated under the Securities Act of 1933, as amended. The Company shall immediately begin the preparation of a private placement memorandum for the purpose of raising the cash compensation.

The total value of the joint venture is $444,643 which is composed of $324,643 in common stock issued and $120,000 in cash to be paid.

--------------------------------------------------------------------


As of the last 10Q filed on April 19, 2011 for the period ending February 28, 2011 only $18,750 of the $120,000 owed to Andrew Madenburg had been paid.

Andrew Madenburg as of February 28, 2011 was still owed $101,250.

At the current trading price of $.005/share it would take 20,250,000 shares to pay off the $101,250. That is assuming no interest is being accrued for past due payments.


---------------------------------


What has the joint venture agreement brought to GLER so far besides a much higher outstanding share count and higher debts to go with their already overall deficit of over $14 million? Nothing. Not a penny.

GLER once again showed no revenues for the 1st quarter of 2011.

GLER did however write off the shares and owed expenses that it paid for the joint venture agreement as an asset. Hmmm wonder how that works. Seems like those would be expenses not assets. I'm not a GAAP certified accountant though so I'm not sure what the rules are in this case.


---------------------------------


In the mean time a little bit before Madenburg's four month salary was due to expire, GLER signed him to a new consulting contract.

On January 26, 2011, GLER gave Madenburg a consulting contract for 12 months until January 26, 2012 and paid him 6,000,000 shares in consideration for his services.

The agreement showed up on the same 8K as the original LB Tim LTD Co. financing agreement:

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

Madenburg's buddy, Sinnis also got a new 12 year consulting contract on January 26, 2011 and 6,000,000 shares in consideration of services:

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

The salary both individuals will receive for their consulting services was not disclosed. Since GLER has never had any revenues more than likely those salaries will end up being paid in shares.


--------------------------------------------------------------------


It is interesting that in all the years that GLER has been in existence they have yet to turn one of their big PR acquisitions/agreements into a penny of revenues. Instead all these agreements amount to lots and lots and lots of shares being issued to lots of different consultants.

It is quite the disturbing pattern this company has been repeating for months and months now:

On November 3, 2009 the Company entered into an agreement with Brett Gold (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in evaluating various business strategies, recommending changes where appropriate and also critically evaluating the Company’s performance in view of its corporate planning and business objectives. The term of the contract is for one year, expiring on October 31, 2010. However, if the Company does not cancel the contract during the term, the contract will automatically extend for three months. In consideration for his services, the Contractor received 1,000,000 common shares on November 30, 2009.

On November 3, 2009 the Company entered into an agreement with Geoffrey Eiten (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in evaluating various business strategies, recommending changes where appropriate and also critically evaluating the Company’s performance in view of its corporate planning and business objectives. The term of the contract is for one year, expiring on October 31, 2010. However, if the Company does not cancel the contract during the term, the contract will automatically extend for three months. In consideration for his services, the Contractor received 1,000,000 common shares on November 30, 2009.

On November 6, 2009 the Company entered into an agreement with Warwick Tranter (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in potential purchase of recovery oil and gas wells in Alberta, Canada. The term of the contract is for one year, expiring on November 6, 2010. In consideration for his services, the Contractor will receive 1,000,000 common shares.

On November 8, 2009 the Company entered into an agreement with Weed & Co. LLP (Contractor). Pursuant to the agreement the Contractor agrees to act as legal counsel and provide legal services as related to SEC compliance. The term of the contract is for one year, expiring on November 30, 2010. In consideration for their services, the Contractor received 1,200,000 common shares on November 30, 2009. The Contractor also was granted options to purchase 1,000,000 shares of common stock at $0.027 per share of which $27,000 was expensed at May 31, 2010. Further, every six months following the date of the contract the Contractor will be granted options to purchase an additional 500,000 shares. This contract was cancelled on December 1, 2009.

On November 12, 2009 the Company entered into an agreement with a stockholder that is closely related to Betty-Ann and Sydney Harland, Michael Harland (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in identifying and researching potential acquisitions for the Company’s subsidiary Knightsbridge Corp. The term of the contract is for one year, expiring on November 12, 2010. In consideration for his services, the Contractor received 1,000,000 common shares on November 30, 2009.

On November 25, 2009 the Company entered into an agreement with Larry Ricci (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in identifying and researching potential acquisitions for the Company. The term of the contract is for one year, expiring on November 25, 2010. In consideration for his services, the Contractor received 2,000,000 common shares on November 30, 2009.

On April 30, 2010, the Company entered into an agreement with Richard Proulx (Director) as a Contractor. Pursuant to the agreement the Contractor agrees to assist the Company in Sales for the Company in Quebec, Canada. The term of the contract is for one year, expiring on April 30, 2011. In consideration for his services, the Contractor received 2,000,000 common shares on April 30, 2010.

On August 31, 2010, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2010. The purpose of the Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 2,000,000 shares of common stock are registered to this plan at an offering price of $.026. The Plan shall expire on August 31, 2020.

On October 1, 2010 the Company entered into an agreement with Geoffrey Eiten (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in various industrial relations and marketing services. The term of the contract is for three months expiring on January 1, 2011. In consideration for his services, the Contractor received 3,000,000 common shares on September 27, 2010.

On November 8, 2010, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2010 No. 2. The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 50,000,000 shares of common stock are registered to this plan at an offering price of $.0029. The Plan shall expire on November 8, 2020.

On January 26, 2011 the Company entered into an agreement with Spiros Sinnis (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for twelve months expiring on January 26, 2012. In consideration for his services, the Contractor received 6,000,000 common shares on January 31, 2011.

On January 26, 2011 the Company entered into an agreement with Andrew Madenberg (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for twelve months expiring on January 26, 2012. In consideration for his services, the Contractor received 6,000,000 common shares on January 31, 2011.


And of course a new S-8 was just filed on May 24, 2011 for yet another 100,000,000 future consulting shares:

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

Of course it is once again accompanied by this statement:

The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock.

How is paying "consultants" with shares looking out for the shareholder's best interest? Again nothing successful has ever been achieved by this company despite paying out tens of millions of consulting shares. Not a penny of revenues ever. The only interest that is being looked out for in my opinion is the interest of the insiders of this company and the people receiving the consulting shares.

The only thing the shareholders have ever gained is the depreciated value of their shares caused by dilution.


On August 30, 2009 before all these consulting deals started being made, the company had no revenues, but only had an outstanding share count of 6,242,334 shares.

The consulting deals started being made in November of 2009 and the outstanding share count has skyrocketed ever since:

Outstanding share count by quarter:

August 31, 2009 - 6,242,334
November 30, 2009 - 25,672,334
February 28, 2010 - 25,672,334
May 31, 2010 - 121,124,800
August 31, 2010 - 121,624,800
November 30, 2010 - 223,767,773
February 28, 2011 - 397,958,664
May 31, 2011 - ??????

Revenues since all the consulting fees started being paid out by quarter:

August 31, 2009 - $0
November 30, 2009 - $0
February 28, 2010 - $0
May 31, 2010 - $0
August 31, 2010 - $0
November 30, 2010 - $0
February 28, 2011 - $0
May 31, 2011 - $0


--------------------------------------------------------------------


What has happened since the consulting shares started being paid in November of 2009?


--------------


In March of 2010:

A letter of intent with Aqua Solar:

http://www.sec.gov/Archives/edgar/data/1121901/000109181810000085/glob0319108k.htm


--------------


In May of 2010:

An agreement with Aqua Solar Limited which was supposed to bring a guaranteed $1,000,000

http://www.sec.gov/Archives/edgar/data/1121901/000109181810000170/gler0509108k.htm

Result - Aqua Solar was found to be a scam company - the deal was rescinded in December of 2010


-------------


In May of 2010:

A $10,000,000 financing deal with Dutchess Opportunity Fund:

http://www.sec.gov/Archives/edgar/data/1121901/000109181810000213/gler0521108k.htm

Result - The agreement was terminated in October of 2010


--------------


In October of 2010:

A $10,000,000 financing deal with AGS Capital:

http://www.sec.gov/Archives/edgar/data/1121901/000109181810000449/gler1011108k.htm

10,000,000 shares were issued to AGS Capital in advance for consideration.

Result: The agreement was terminated in January of 2011


--------------



In November of 2010:

A joint venture agreement with Reflora do Brasil

http://www.sec.gov/Archives/edgar/data/1121901/000109181810000542/gler1123108k.htm

Curiously the lifecyclebrazil.com was removed from the internet around the time that this joint venture agreement was signed.

Good post connected some LifeCycle dots:

http://www.stockhouse.com/Bullboards/MessageDetailThread.aspx?&p=29107154&m=29107610&r=0&s=GLER&t=LIST&pd=1

Result: GLER paid 81,642,973 shares and $120,000 ($101,250 of which is still owed) and the joint venture has not brought 1 single penny in revenues.


---------------


In January of 2011:

A joint venture with Andrew Madenburg's company Lifecycles

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000018/gler0112118k.htm

The terms of the agreement were never disclosed, but GLER touted that the deal would bring $12 million worth of assets in the 8K and $20 million worth of assets in their press releases.

Result: So far not 1 penny of assets or revenues came to GLER from this joint venture agreement.


--------------


In January of 2011:

A $100,000,000 financing deal with LB Tim Ltd. Co

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

Result: The financing agreement has twice expired and so far has not official been renewed after the second time via an 8K filing.


----------------


In February of 2011:

An joint venture agreement was signed with GFC 2005 LLC

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

The agreement according to GLER was supposed to bring a potential $1,157,465,900 to GLER.

Result: The whole GFC 2005 LLC coal asset claim was found to be a fraud and the deal was canceled within days after being used to promote the stock price.


---------------


In February of 2011:

GLER signed an agreement with Wins International Ltd to pay $100.00 per ton of coal with the potential to top off at $1,157,465,900 worth of coal:

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000054/coalpurchase2001.jpg

Result: After the GFC 2005 LLC deal was canceled GLER put out a new 8k saying they still had an agreement with Wins International despite no longer having an agreement to own any coal. This time for 1,000,000 tons of coal for $100,000,000:

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

Wins International Ltd was found to be a questionable company at best without the resources to come close to a $100,000,000 purchase - the deal died.


---------------


In February of 2011:

GLER signed an agreement with Innovated Concepts of Ethanol Corp

GLER brags in press releases that this deal will bring $160 million worth of revenues.

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

Result: The agreement expired without GLER coming up with the financing to satisfy the agreement and it was not renewed.


---------------


In March of 2011:

GLER signed an agreement with Biosynergies Lubbock, LLC

GLER brags in press releases that this deal will bring over $375 million in revenues.

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

Result: The agreement expired without GLER coming up with the financing to satisfy the agreement and it was not renewed.


---------------


In April of 2011:

GLER signed an agreement with Modern Coal

In press releases GLER brags that this deal will bring over $525 million in revenues

http://www.sec.gov/Archives/edgar/data/1121901/000109181811000169/ex103.htm

Result: This deal like the previous 3 depends on first receiving financing. Since Modern Coal rents a UPS mail box the likelihood of this company being any more legit than GFC 2005 LLC was is pretty slim in my opinion.


---------------


In April of 2011:

GLER puts out a press release saying they entered into a letter of intent to acquire a rail facility serviced by CSX Railroad

This agreement has not showed up in an SEC filing yet


--------------


In May of 2011:

GLER announcing that they found a potential buyer for $300 million worth of their coal if the Modern Coal deal gets executed, Pacific Coast Plaza Inc

Pacific Coast Plaza Inc has no address or website. No disclosure is given by GLER for this company. Lots of reason to be suspicious of yet another company named by GLER.

This agreement has not showed up in an SEC filing yet


--------------


In May of 2011:

GLER announces yet another letter of intent for the purchase of coal if the Modern Coal deal is executed. This time the buyer is left unnamed and is described as one of the top 5 coal purchasers in the world. Advent Enterprises is named as the firm who is helping to arrange the letter of intent. GLER brags in a press release that the deal could bring a potential $165 million.

This agreement has not showed up in an SEC filing yet



--------------------------------------------------------------------


The wild press releases about signed agreements and future revenues go back way further than just November of 2009.

The point is none of them ever ended up happening. GLER has yet to have any real business operations and has yet to make a penny in revenues in its long history of existence.

They've only gone further and further in debt and the projections have gotten bigger and bigger in order to continue to try to lure in new investors and get them to ignore the companies past history


--------------------------------------------------------------------


Just expanding on some research which I linked earlier in this post

http://www.stockhouse.com/Bullboards/MessageDetailThread.aspx?&p=29107154&m=29107610&r=0&s=GLER&t=LIST&pd=1

4709 W. Golf Rd. Suite 425, Skokie, IL. 60076

That address is shared by:

STRATEGIC ALLIANCE CONSULTING GROUP

LIFECYCLE INVESTMENTS

LIFECYCLE INTERNATIONAL INC

LIFECYCLE BRASIL

XS HOLDINGS

PRIME ESTATES AND DEVELOPMENTS INC (PMLT)

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001474167&owner=include&count=40

Former President of PMLT was Spiros Sinnis

All the original officers and directors of this company were officers and directors together with Dynamic Investments Ltd

Prime Estates and Developments Inc was formed as a Nevada Business Entity on July 21, 2009 and filed an S-1 on October 19, 2009 to go public which was accepted on April 9, 2010.

They claim to rent their address from Lifecyle for $0 per month (free of charge) because of Spiros Sinnis' connection with Lifecyle as their CMO.

To date PMLT has only $996 cash, no properties or other assets, and has yet to make a penny in revenues. They have already started paying out the consulting fees though.



---------------


XS Holdings

http://www.xsholdings.com/services_3.html

The Team:

Andrew L. Madenberg (paid GLER consultant) (president of Lifecycle)

Spiros Sinnis (paid GLER consultant) (CMO of Lifecycle)

Richard Oleff (VP of Lifecycle)

Richard Chenel (added to the GLER board of advisers in Feb 2011)

James L. Simon, Esq (VP of Lifecycle)

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=63668354

Blake E. Harper (Manager at Lifecycle)