-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VBoRNfDDOjUc/tFbaBMgPMkSWzX5TdsDStiF7noX5pUjf0McZHmXsGvc7U7QYIAz g2bz6xxHGmzc7qbWIcbZyw== 0001091818-10-000547.txt : 20101201 0001091818-10-000547.hdr.sgml : 20101201 20101201102755 ACCESSION NUMBER: 0001091818-10-000547 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101201 DATE AS OF CHANGE: 20101201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL EARTH ENERGY, INC. CENTRAL INDEX KEY: 0001121901 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 364567500 STATE OF INCORPORATION: NH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80198 FILM NUMBER: 101223806 BUSINESS ADDRESS: STREET 1: 1213 CULBERTH DRIVE CITY: WILLMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: (910) 270-7749 MAIL ADDRESS: STREET 1: 1213 CULBERTH DRIVE CITY: WILLMINGTON STATE: NC ZIP: 28405 FORMER COMPANY: FORMER CONFORMED NAME: Global Wataire, Inc. DATE OF NAME CHANGE: 20060412 FORMER COMPANY: FORMER CONFORMED NAME: International Development Corp DATE OF NAME CHANGE: 20041213 FORMER COMPANY: FORMER CONFORMED NAME: OZOLUTIONS INC DATE OF NAME CHANGE: 20000814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STRATEGIC ALLIANCE CONSULTING GROUP, LTD. CENTRAL INDEX KEY: 0001506619 IRS NUMBER: 271965180 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4709 WEST GOLF ROAD SUITE 425 CITY: SKOKIE STATE: IL ZIP: 60076 BUSINESS PHONE: 8478584739 MAIL ADDRESS: STREET 1: 4709 WEST GOLF ROAD SUITE 425 CITY: SKOKIE STATE: IL ZIP: 60076 SC 13D 1 gler113010sch13d.htm BENEFICIAL OWNERSHIP AGREEMENT

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

GLOBAL EARTH ENERGY, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

37947F104

(CUSIP Number)

Strategic Alliance Consulting Group, Ltd.

4709 West Golf Road, Suite 425

Skokie, Illinois 60076

(630) 750-9095

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 22, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d(f), or 240.13d(g), check the following box .

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.



1



1

NAME OF REPORTING PERSON

Strategic Alliance Consulting Group, Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  

(b)  

3

SEC USE ONLY

4

SOURCE OF FUNDS (SEE INSTRUCTIONS)

00 (See Item 3, below)

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois corporation

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

62,642,973 shares of the Common Stock of the Issuer

 

8

SHARED VOTING POWER

None

 

9

SOLE DISPOSITIVE POWER

62,642,973 shares of the Common Stock of the Issuer

 

10

SHARED DISPOSITIVE POWER

None

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

62,642,973 shares of the Common Stock of the Issuer

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

24.81% of the Common Stock of the Issuer

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO



2




Item 1. Security and Issuer.

This statement relates to the common stock of Global Earth Energy, Inc. (the “Issuer”).  The principal executive offices of the Issuer are located at 1213 Culbreth Drive, Wilmington, North Carolina 28405.

Item 2.

Identity and Background.

Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Schedule 13D Statement is hereby filed by Strategic Alliance Consulting Group, Ltd. (the “Reporting Person”).  The Reporting Person’s business address is 4709 West Golf Road, Suite 425, Skokie, Illinois 60076.  The Issuer’s address is 1213 Culbreth Drive, Wilmington, North Carolina 28405.

During the last five years, the Reporting Person (a) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), (b) was not party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Person is an Illinois corporation.

Item 3.

Source and Amount of Funds or Other Consideration.

On November 22, 2010, Global Earth Energy Inc., Inc., a Nevada corporation (the “Issuer”) and Reflora do Brasil, a Brazilian corporation (“RDB”) executed that certain Joint Venture Agreement with respect to the Issuer acting as a broker on behalf of RDB for the sale by RDB of carbon credits (the “Credits”) relating to certain property located in Brazil (the “Para Property”) as described in Joint Venture Agreement.  The proceeds from the sale of the Credits brokered by the registrant for RDB shall be split as follows: sixty percent of the proceeds shall be distributed to the owners of the Para Property, who are represented by RDB, and forty percent to the Issuer.

As a result of the Joint Venture Agreement, pursuant to that certain Joint Venture Compensation Agreement dated November 22, 2010, between the Issuer and the Reporting Person, the Issuer issued 62,642,973 shares of its common stock to the Reporting Person.

In addition, the registrant agreed to pay the sum of $120,000.00 to the Reporting Person as set out in the Joint Venture Compensation Agreement.

Copies of the Joint Venture Agreement and the Joint Venture Compensation Agreements are attached to this Schedule 13D as exhibits.

No Change of Control

As a result of the various Joint Venture Compensation Agreements between the Issuer and Strategic Alliance Consulting Group, Ltd., George D. Sinnis, Glenn Sturm, Nelson Mullins Riley & Scarborough LLP, and Raymond F. Barbush III (the “Joint Venture Compensation Stockholders”), the Joint Venture Compensation Stockholders will own approximately 40 percent of the issued and outstanding shares of the Issuer, with the remaining approximately 60 percent owned by the current stockholders of the Issuer.  However, it should be understood that one stockholder of Issuer 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 Common 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 Common Stock, which amount exceeds the outstanding shares of the Global Earth Common Stock.  Th erefore, due to the voting rights contained in the outstanding shares of the Global Earth preferred stock, there will be no change of control in the Issuer.



3



Except as described herein, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of the board of directors of the Issuer and, to the Reporting Person’s knowledge, no other arrangement exists that might result in a future change of control of the Issuer.  The Issuer, for the foreseeable future, will continue to be a “smaller reporting company,” as defined under the Exchange Act.

Prior to the Joint Venture Agreement, there were no material relationships between the Issuer, the Reporting Person, or any of the other Joint Venture Compensation Stockholders, or any of their respective affiliates, directors or officers, or any associates of their respective officers or directors.

The shares issued to the Reporting Person were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated under the Securities Act.  The Reporting Person took its securities for investment purposes without a view to distribution and had access to information concerning the Issuer and its business prospects, as required by the Securities Act.  In addition, there was no general solicitation or advertising for the purchase of the shares of Global Earth Common Stock.  The Issuer’s securities were issued only to an accredited investor and sophisticated investor, as defined in the Securities Act with whom it had a direct personal preexisting relationship, and after a thorough discussion.  Finally, the Issuer’s stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

The Reporting Person who received shares of Global Earth Common Stock was provided with access to the filings of the Issuer with the SEC, including the following:

·

The Issuer’s annual report to stockholders for the most recent fiscal year, the definitive proxy statement filed in connection with that annual report, and, if requested by the Joint Venture Compensation Stockholders in writing, a copy of the Issuer’s most recent Form 10-K under the Exchange Act.

·

The information contained in an annual report on Form 10-K under the Exchange Act.

·

The information contained in any reports or documents required to be filed by the Issuer under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

·

A brief description of the securities being offered, and any material changes in the Issuer’s affairs that are not disclosed in the documents furnished.

Item 4.

Purpose of Transaction.

The Reporting Person acquired its interest in the Issuer solely for investment purposes.

Other than as discussed below, the Reporting Person has no present plans or proposals that relate to or that would result in any of the following actions:

·

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

·

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

·

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

·

Any material change in the present capitalization or dividend policy of the Issuer;

·

Any other material change in the Issuer’s business or corporate structure;



4

 



·

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

·

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

·

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

·

Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer.

As of November 22, 2010, the Reporting Person may be deemed to be the beneficial owner of 62,642,973 shares of common stock of the Issuer, which constituted approximately 24.81 percent of the outstanding shares of the common stock of the Issuer.

Other than the transaction described in Item 4 above, there have been no transactions in the common stock of the Issuer by the Reporting Person during the last 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as stated above, to the best knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

The following exhibits are filed herewith:

Exhibit No.

Identification of Exhibit

2.1

Joint Venture Agreement between Reflora do Brasil and Global Earth Energy Inc., dated November 22, 2010.

2.2

Joint Venture Compensation Agreement between Strategic Alliance Consulting Group, Ltd. and Global Earth Energy Inc., dated November 22, 2010.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 24, 2010.

STRATEGIC ALLIANCE CONSULTING GROUP, LTD.



By:/s/ Andrew Madenberg

    Andrew Madenberg, President



5

 


EX-2.1 2 ex21.htm AGREEMENT

Exhibit 2.1

 

JOINT VENTURE AGREEMENT

This Agreement (this "Agreement") is by and between Reflora do Brasil, a Brazilian
company (hereafter "RDB") and Global Earth Energy Inc., Inc., a Nevada Corporation (hereafter
"GLER") effective as oflatter of the dates set forth below (the "Contract Date").

IN CONSIDERATION OF the mutual promises and covenants hereinafter contained and
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:

1.

Subject to the terms and conditions of this Agreement, GLER may act as broker

on behalf of RDB for the sale by RDB of carbon credits (the "Credits") relating to certain
property located in Brazil (the "Para Property"), as described in attachment marked GLER A.

2.

Proceeds from the sale of the Credits brokered by GLER 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 GLER ("GLER Share")

4.

The term of this Agreement shall be for the life of the project and corresponding

crediting periods from the Effective Date, unless sooner terminated as hereinafter provided,
subject to and upon the conditions specified herein. Either party may terminate this Agreement at
anytime for any reason upon thirty (30) days' prior notice to the other party. After the date of
termination of this Agreement ("Termination Date") regardless of terminating party, GLER shall
be entitled to all fees due for sales of Credits completed prior to the Termination Date.

5.

The relationship of RDB to GLER shall be that of an EXCLUSIVE PARTNER.

Neither federal, state nor local income tax, payroll tax, nor any foreign tax of any kind shall be
withheld or paid by RDB on behalf of GLER. RDB and GLER each understand and agree that at
no time does either party acquire rights, interest or title in any product or service or equity of the
other party and that all copyrights, marks, patents, intellectual. rights and any and all other
proprietary rights of each party remain and shall always remain the property of such party.

6.

Each party represents and warrants to the other that it is not party to any

agreement, contract or understanding which will in any way restrict or prohibit it from entering
into this Agreement and performing its obligations hereunder in accordance with the terms and
conditions of this Agreement. Neither party represents or warrants that it has any license or
permit, foreign or domestic, that may be required to sell the Credits as contemplated by this
Agreement.

7. Both RDB and GLER shall indemnify and hold harmless one and other and its
affiliates from and against any and all losses, claims, damages, liabilities, expenses (including
reasonable legal fees and expenses), judgments, fines, settlements and other amounts
(collectively "Claims") arising from any and all claims, costs, demands, actions, suits or other
proceedings (whether civil, criminal, administrative or investigative) (collectively
"Proceedings") in which either partymay be involved, or threatened to be involved as a party or
otherwise that as a result of or arising out of (a) either party's acts or omissions, other than a
Proceeding that also arises out of the acts or omissions of GLER that constituted negligence, or

(b) a breach by either party of any of its representations, warranties, covenants or agreements
under this Agreement.



1

 


In claiming any indemnification hereunder, the indemnified party shall promptly provide
the indemnifying party with written notice of any claim, which the indemnified party believes
falls within the scope of the foregoing paragraphs. A party's failure to give prompt written
notice shall relieve the indemnifying party of its obligations hereunder, but only to the extent that
such failure to give notice prejudices the indemnifying party's ability to defend such claim. The
indemnifying party thereafter shall have sole control of the defense of any such claim (with
counsel reasonably satisfactory to the indemnified party) and all negotiations for settlement;
provided, however, that the indemnified party may, at its own expense, assist in the defense if it
so chooses, provided that the indemnifying party shall control such defense and all negotiations
relative to the settlement of any such claim and, further provided, that any settlement intended to
bind the indemnified party in any way other than the payment of a financial settlement within the
scope of the indemnity or which may adversely affect the indemnified party's continuing
business activities shall not be final without the indemnified party's written consent, which shall
not be unreasonably withheld. The indemnified party will provide the indemnifying party with
all reasonably necessary assistance, information and authority to perform the foregoing, all at the
indemnifying party's expense

All amounts to be paid under the indemnification provisions of this Agreement shall be
paid by the indemnifying party to the indemnified party(ies) as such Claims are incurred.

The obligations of the parties under this paragraph 6 shall survive the termination of this
Agreement.

8.

Except as may be required under Section 6 of this Agreement with respect to

indemnification, under no circumstances shall either party be liable for any indirect, incidental,
economic, special, punitive or consequential damages, whether for breach of contract, negligence
or under any other cause of action, that result from the relationship or the conduct of business
contemplated herein.

9.

RDB and GLER acknowledge that each may disclose or learn Confidential

Information about the other and their customers during the course of this Agreement. The party
receiving the Confidential Information shall: (i) maintain it in confidence, except to the extent
necessary to carry out the purposes of this Agreement, in which event written confidentiality
restrictions shall be imposed upon the parties to whom such disclosures are made; and (ii) use at
least the same degree of care in maintaining its secrecy as it uses in maintaining the secrecy of its
own Confidential Information, but in no event less than a reasonable degree of care.
"Confidential Information" means all proprietary, secret or confidential information or data
relating to either party and their operations, employees,. products or services, clients, and
customers.

Information shall not be considered Confidential Information to the extent that such
information is: (i) already known to the receiving party free of any restriction at the time it is
obtained; (ii) subsequently learned from an independent third party free of any restriction and
without breach of this Agreement; (iii) becomes publicly available through no wrongful act of
the receiving party; (iv) independently developed by the receiving party without reference to any
Confidential Information of the other; or (v) required to be disclosed by law, rule or regulation.



2



This paragraph shall survive for a period of three years after termination of this
Agreement.

10.

This Agreement shall be binding in all respects upon the parties hereto and their

successors.

11.

This Agreement expresses the entire understanding between the parties

concerning its subject matter and supersedes all prior agreements made between the parties with
respect to the subject matter hereof. This Agreement may not be modified except by a written
instrument signed by all parties. The failure of a party to insist upon adherence to any term of
this Agreement shall not be considered a waiver or deprive the party of the right thereafter to
insist upon strict adherence to that term or any other term in this Agreement.

12.

This Agreement is executed voluntarily and without any duress or undue

influence on the parties or their officers, employees, agents, or attorneys and no party is relying
on any inducement, promises or representations made by any other party or any of its officers,
employees, agents, or attorneys other than as set forth in this Agreement.

13.

This Agreement shall be enforceable upon the exchange of facsimile signatures

and scanned and emailedsignatures.This Agreement may be executed in several counterparts,
each of which shall be considered an original, but which when taken together, shall constitute
one agreement.

14.

All notices and other communications required or permitted under this Agreement

shall be validly given, made, or served if in writing and delivered personally, sent by registered
mail, receipted commercial courier, fax, or bye-mail (acknowledged in like manner by the
intended recipient)facsimile transmission to RDB or GLER at the following addresses:

 

RDB:

Reflora Do Brasil

c/o Raymond F. Barbush III
409 N. Gammon Road
Madison, Wisconsin 53717
Fax:

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

Email: raybarbush@yahoo.com

 


GLER:

Global Earth Energy Inc." LLC
c/o Sydney Harland

1213 Culbreth Drive

Wilmington, North Carolina 28405
Email: harmuir@aol.com


15.

The rights and obligations ofRDB and GLER under this Agreement shall inure to

the benefit of and shall be binding upon the successors and assigns of RDB and GLER.

16.

If any provision of this Agreement shall be found invalid or unenforceable for any

reason, in whole or in part, then such provision shall be deemed modified, restricted, or
reformulated to the extent and in the manner necessary to render the same valid and enforceable,
or shall be deemed excised from this Agreement, as the case may require, and this Agreement
shall be construed and enforced to the maximum extent permitted by law, as if such provision

had been originally incorporated herein as so modified, restricted, or reformulated or as if such
provision had not been originally incorporated herein, as the case may be. The parties further
agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the
parties are unable to agree upon a lawful substitute, the parties desire and request that a court or
other authority called upon to decide the enforceability of this Agreement modify those
restrictions in this Agreement that, once modified, will result in an agreement that is consistent
with the intent of the parties and is enforceable to the maximum extent permitted by the law in
existence at the time of the requested enforcement.

 



3



17.

This Agreement shall be governed by, and construed in accordance with the laws

of the State of Nevada without reference to its conflict of law provisions. EACH PARTY
AGREES AND CONSENTS TO SUBMIT TO PERSONAL JURISDICTION IN THE STATE
OF ILLINOIS IN ANY STATE OR FEDERAL COURT OF COMPETENT SUBJECT
MATTER JURISDICTION SITUATED IN Nevada. EACH PARTY FURTHER AGREES
THAT THE SOLE AND EXCLUSIVE VENUE FOR ANY SUIT ARISING OUT OF, OR
SEEKING TO ENFORCE, THE TERMS OF THIS AGREEMENT SHALL BE IN A STATE
OR FEDERAL COURT OF COMPETENT SUBJECT MATTER JURISDICTION SITUATED
Nevada, EXCEPT THAT IN ACTIONS SEEKING TO ENFORCE ANY ORDER OR ANY
JUDGMENT OF SUCH FEDERAL OR STATE COURTS LOCATED IN ILLINOIS, SUCH
PERSONAL JURISDICTION SHALL BE NON-EXCLUSIVE. IN ADDITION, EACH
P ARTY WAIVES ANY RIGHT TO CHALLENGE IN ANOTHER COURT ANY JUDGMENT
ENTERED BY SUCH COOK COUNTY COURT OR TO ASSERT THAT ANY ACTION
INSTITUTED BY A PARTY IN ANY SUCH COURT IS IN THE IMPROPER VENUE OR
SHOULD BE TRANSFERRED TO A MORE CONVENIENT FORUM.

18.

Waiver of Trial by Jury. EACH OF THE PARTIES HERETO WAIVES ANY

RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.

(Signature Page Follows.)

 

REFLORA DO BRASIL

 

/s/ Raymond F. Barbush III

Title: Director of Finance

 

Date: ________________________

GLOBAL EARTH ENERGY INC., by:___________________

 

Name: Sydney Harland

Title: President


 



4


EX-2.2 3 ex22.htm AGREEMENT

Exhibit 2.2

GLOBAL EARTH ENERY, INC.
COMPENSATION AGREEMENT

Global Earth Energy, Inc.

1213 Culbreth Drive

Wilmington, North Carolina 28405

Re:

Offering of Common Stock Pursuant to a Joint Venture Agreement

Gentlemen:

1.

Joint Venture Compensation.  On November 22, 2010, Global Earth Energy, Inc., a Nevada corporation (the “Company”) and Reflora do Brasil, a Brazilian company (“RDB”) executed that certain Joint Venture Agreement with respect to sale by RDB of carbon credits relating to certain property located in Brazil (the “Joint Venture Agreement”).  Strategic Alliance Consulting Group, Ltd. (“Strategic Alliance”) is entitled to compensation from the Company pursuant to the Joint Venture Agreement, as follows:

(a)

62,642,973 shares of the common stock of the Company (the “Global Earth Common Stock”); and

(b)

The sum of $30,000.00 per month for four months totaling $120,000.00 (the “Cash 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.

2.

Subscription.  The undersigned Strategic Alliance hereby applies to accept 62,642,973 shares of the Global Earth Common Stock, as part of its compensation hereunder.

3.

Representations and Warranties of Strategic Alliance.  The undersigned Strategic Alliance represents and warrants as follows:

(a)

The undersigned Strategic Alliance has received information provided to it in writing by the Company, or information from books and records of the Company, as specified below.  The undersigned Strategic Alliance understands that all documents, records and books pertaining to this investment have been made available for inspection by it, its attorney and/or its accountant and/or its “Purchaser Representative” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the books and records of the Company will be available, upon reasonable notice, for inspection by Strategic Alliances during reasonable business hours at the Company’s principal place of business.  The undersigned Strategic Alliance and/or its advisers have had a reasonable opportunity to ask questions of and receive answers from the Company, or a person or persons acting on its behalf, conce rning receipt of the shares of the Global Earth Common Stock, and all such questions have been answered to the full satisfaction of the undersigned Strategic Alliance.  No oral representations have been made and, to the extent oral information has been furnished to the undersigned Strategic Alliance or its advisers in connection with the Joint Venture, such information was consistent with all written information furnished

(b)

Specifically, the undersigned Strategic Alliance was provided with access to the Company’s filings with the Securities and Exchange Commission, including the following:

(i)

The Company’s annual report to stockholders for the most recent fiscal year, any definitive proxy statement or information statement filed in connection with that annual report, and, if requested by the undersigned Strategic Alliance in writing, a copy of the Company’s most recent Form 10-K pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



1


(ii)

The information contained in an annual report on Form 10-K pursuant to the Exchange Act.

(iii)

The information contained in any reports or documents required to be filed by the Company under Sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

(iv)

A brief description of the securities being offered hereby, and any material changes in the Company’s affairs that are not disclosed in the documents furnished.

(c)

The undersigned Strategic Alliance (i) has adequate means of providing for its current needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the economic risks of an investment in the Global Earth Common Stock for an indefinite period, and (iv) at the present time, could afford a complete loss of such investment.

(d)

The undersigned Strategic Alliance recognizes that the Global Earth Common Stock as an investment involves special risks, including those disclosed to the undersigned Strategic Alliance by the Company.

(e)

The undersigned Strategic Alliance understands that the shares of the Global Earth Common Stock have not been nor will be registered under the Securities Act or the securities laws of any state, in reliance upon an exemption therefrom for non-public offerings.  The undersigned Strategic Alliance understands that the shares of the Global Earth Common Stock received by it must be held indefinitely unless they are subsequently registered or an exemption from such registration is available.  The undersigned Strategic Alliance further understands that the Company has not agreed and is under no obligation to register the Global Earth Common Stock on its behalf or to assist it in complying with any exemption from registration.

(f)

The shares of the Global Earth Common Stock are being accepted solely for its own account for investment and not for the account of any other person and not for distribution, assignment, or resale to others and no other person has a direct or indirect beneficial interest in the shares of the Global Earth Common Stock.  The undersigned Strategic Alliance or its advisers have such knowledge and experience in financial, tax, and business matters to enable it to utilize the information made available to it in connection with the Joint Venture Agreement to evaluate the merits and risks of the prospective investment and to make an informed investment decision with respect thereto.

(g)

The undersigned Strategic Alliance is authorized and otherwise duly qualified to purchase and hold the Global Earth Common Stock.

(h)

All information which the undersigned Strategic Alliance has provided to the Company concerning itself, its financial position, and its knowledge of financial and business matters, or, in the case of a corporation, partnership, trust or other entity, the knowledge of financial and business matters of the person making the investment decision on behalf of such entity, is correct and complete as of the date set forth at the end hereof, and if there should be any adverse change in such information prior to its subscription being accepted, it will immediately provide the Company with such information.

(i)

The undersigned Strategic Alliance understands and agrees that the following restrictions and limitations are applicable to its purchase and its resales, hypothecations or other transfers of the Global Earth Common Stock pursuant to Regulation D under the Securities Act:

(i)

The undersigned Strategic Alliance agrees that the shares of the Global Earth Common Stock shall not be sold, pledged, hypothecated or otherwise transferred unless the shares of the Global Earth Common Stock are registered under the Securities Act, and the securities laws of any state or is exempt therefrom;


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(ii)

A legend in substantially the following form has been or will be placed on any certificate(s) or other document(s) evidencing the shares of the Global Earth Common Stock:

THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE.  WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAW OF ANY STATE, OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

(iii)

Stop transfer instructions to the transfer agent of the Global Earth Common Stock have been or will be placed with respect to the Global Earth Common Stock so as to restrict the resale, pledge, hypothecation or other transfer thereof, subject to the further items hereof, including the provisions of the legend set forth in subparagraph (ii) above; and

(iv)

The legend and stop transfer instructions described in subparagraphs (ii) and (iii) above will be placed with respect to any new certificate(s) or other document(s) issued upon presentment by the undersigned Strategic Alliance of certificate(s) or other document(s) for transfer.

(j)

The undersigned Strategic Alliance understands that neither the Securities and Exchange Commission nor the securities commission of any state has made any finding or determination relating to the fairness for public investment in the Global Earth Common Stock and that the Securities and Exchange Commission as well as the securities commission of any state will not recommend or endorse any offering of securities.

(k)

The undersigned Strategic Alliance acknowledges and is aware that it never has been represented, guaranteed, or warranted to it by the Company, its directors, officers, agents or employees, or any other person, expressly or by implication, that the limited past performance or experience on the part of the Company, or any future projections will in any way indicate the predictable results of the ownership of the Global Earth Common Stock or of the overall financial performance of the Company.

(l)

The undersigned Strategic Alliance acknowledges that ___________________________ (complete if applicable) has acted as the “Purchaser Representative” as defined in Regulation D promulgated under the Securities Act, and (i) that it can bear the economic risk of this investment; (ii) it has relied upon the advice of the Purchaser Representative as to the merits of an investment in the Company and the suitability of such investment for the undersigned Strategic Alliance; and (iii) the Purchaser Representative has confirmed to it, in writing, any past, present or future material relationship, actual or contemplated, between the Purchaser Representative or its affiliates and the Company or its affiliates.

(m)

The undersigned Strategic Alliance acknowledges that the Company has made available to it or the Purchaser Representative, if any, or other personal advisers the opportunity to obtain additional information to verify the accuracy of the information furnished to it and to evaluate the merits and risks of this investment.

(n)

The undersigned Strategic Alliance confirms that it has consulted with the Purchaser Representative, if any, or other personal advisers and that the Purchaser Representative or other advisers have analyzed the information furnished to it and the documents relating thereto on its behalf and have advised it of the business and financial aspects and consequences of and potential liabilities associated with its investment in the Global Earth Common Stock.  The undersigned Strategic Alliance represents that it has made other risk capital investments or other investments of a speculative nature, and by reason of its business and financial experience and of the business and financial experience of those persons it has retained to advise it with respect to investments of this nature.  In reaching the conclusion that it desires to acquire the Global Earth Common Stock, the undersigned Strategic Alliance has carefully evaluated its financial res ources and investments and acknowledges that it is able to bear the economic risks of this investment.



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(o)

The undersigned Strategic Alliance acknowledges that all information made available to it and/or the Purchaser Representative, if any, and/or personal advisers in connection with its investment in the Global Earth Common Stock, including the information furnished to it, is and shall remain confidential in all respects and may not be reproduced, distributed or used for any other purpose without the prior written consent of the Company.

(p)

The undersigned Strategic Alliance is an “Accredited Investor” as defined in Rule 501(a) of the Securities Act.

4.

Indemnification.  The undersigned Strategic Alliance agrees to indemnify and hold harmless the Company and its affiliates from and against all damages, losses, costs, and expenses (including reasonable attorneys’ fees) which they may incur by reason of the failure of the undersigned Strategic Alliance to fulfill any of the terms or conditions of this subscription, or by reason of any breach of the representations and warranties made by the undersigned Strategic Alliance herein, or in any document provided by the undersigned Strategic Alliance to the Company.

5.

Survival.  The foregoing representations, warranties and undertakings are made with the intent that they may be relied upon in determining the undersigned Strategic Alliance’s suitability as a stockholder in the Company and the undersigned Strategic Alliance hereby agrees that such representations and warranties shall survive its acceptance of the Global Earth Common Stock in connection with the Joint Venture Agreement.  The undersigned Strategic Alliance hereby acknowledges and agrees that it is not entitled to cancel, terminate or revoke this Agreement, or any agreements hereunder, and that this Agreement and such agreements shall survive (a) changes in the transactions, documents, and instruments previously furnished to the undersigned Strategic Alliance which are not materially adverse, and (b) the undersigned Strategic Alliance’s death or disability.

6.

Incorporation by Reference.  The Joint Venture Agreement and all other agreements or documents referred to or included herein constitute integral parts to this Agreement and are incorporated into this Agreement by this reference.

7.

Notices.  All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the undersigned Strategic Alliance or to the Company at the respective addresses set forth herein.

8.

Miscellaneous.

(a)

Notwithstanding any of the representations, warranties, acknowledgments, or agreements made herein by the undersigned Strategic Alliance, the undersigned Strategic Alliance does not thereby or in any other manner waive any rights granted to the undersigned Strategic Alliance under federal or state securities laws.

(b)

Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

(c)

In the event of any conflict between the terms of this Agreement or the Joint Venture Agreement, the terms of this Agreement shall control.

(d)

This Agreement contains the entire understanding of the parties and may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.



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(e)

This Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of Nevada and all obligations hereunder shall be deemed performable in Hanover County, North Carolina.

IN WITNESS WHEREOF, I have executed this Agreement as of November 22, 2010.


__________________

(Signature)

__________________

(Print or Type Name)

__________________

Social Security Number

__________________

Address

 

Agreed to on November 22, 2010.

GLOBAL EARTH ENERY, INC.



By_________________________________

    Sydney A. Harland, Chief Executive Officer



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