Note K - Discontinued Operations
On May 10, 2010, the Company acquired all of the agreed upon assets and liabilities of 688239 B.C. Ltd. The acquired business employs complementary technologies and serves compatible markets compared with Global Earth Energy, Inc. 688239 B.C.'s assets and liabilities were merged into Global Earth Energy Acquisition Company, a wholly owned subsidiary of the Company, a Wyoming corporation. Upon merger the subsidiary changed its name to RCI Solar, Inc.
RCI Solar, Inc. located in Kelowna, British Columbia, Canada is an electrical contracting company. RCI Solar, Inc. delivers a suite of residential and commercial renewable energy solutions. RCI Solar specializes in Solar Panels, Thermo Energy, and Wind Turbines. Management has over 30 years experience in the industry and have become a partner both in business and in research and development. Consideration from the National Research Centre of Canada and ecoEnergy Canada has helped RCI Solar position itself to explore new opportunities. These opportunities will help the Company further define and develop our solutions as a leader in Renewable and Recoverable Energy Markets. RCI Solar is experiencing steady growth and has completed several deployments throughout Western Canada. New contracts are anticipated throughout various communities in several Canadian provinces.
In exchange for the assets and liabilities of 688239 B.C., the Company issued 65,000,000 shares common stock at a value of $845,000.
Due to the difficulties encountered in completing the audit of 688239 B.C., filed on Form 8-Ka, item 9.01, on August 16, 2010 and continued difficulties experienced during the preparation of the subsidiary's accounting records included in the Company's annual report on Form 10-K for fiscal year 2010, the parties to the Plan of Merger desired to rescind the Plan of Merger (the "Rescission"). On December 2, 2010 the parties to the Plan of Merger executed the Rescission. As a result, Global Earth has agreed to transfer to Melvin Dick all of Global Earth's interest in the 5,000 shares of the Class A Common Stock of 688239 B.C. which Melvin Dick previously agreed to deliver to Global Earth
The amendment to the rescission states that Melvin Dick shall be permitted to retain 10,000,000 shares of the Global Earth Common Stock which he received in connection with the Plan of Merger. The remaining 55,000,000 shares of the Global Earth Common Stock received by Melvin Dick shall be surrendered to the Company and shall be cancelled. The 10,000,000 shares of the Global Earth Common Stock retained by Melvin Dick shall be delivered to Norman T. Reynolds, Esq., attorney for the Company, who will hold the shares in escrow. Melvin Dick shall be permitted to sell 500,000 to 1,000,000 shares each month depending how the stock is trading, after complying with the provisions of Rule 144 promulgated under the Securities Act of 1933, as amended.
In compliance with authoritative literature, "ASC 855, Subsequent Events," Management determined that the events leading up to the Rescission and the execution thereof on December 2, 2010, would fit the definition of a subsequent event that provides additional evidence about conditions that existed at the date of the balance sheet. In accordance with authoritative literature, this type of subsequent event is recognized in the financial statements as if it occurred on the Company's balance sheet date.
As a result, the Company has recognized an impairment loss from the rescission of $828,496. The net operating results of 688239 B.C. Ltd. have been presented as discontinued operations in the Company's statement of operations for the year ended August 31, 2010.
The following table provides the details of those discontinued operations:
| | | | | | | |
| Discontinued Operations of Subsidiary 688239 B.C. | | |
| | | | For the Period May 10, 2010 Through August 31, 2010 |
| | | | | |
| Revenue | | | $ 130,836 | |
| Cost of Goods Sold | | | 77,613 | |
| | | | | |
| Gross Profit | | | 53,223 | |
| | | | | |
| G&A Expense | | | 69,727 | |
| | | | | |
| Operating Loss | | | 16,504 | |
| | | | | |
| Net Loss | | | $ 16,504 | |