United States Securities and Exchange Commission Washington, D.C. 20549  Form 10-K/A2  (Mark One)  X.ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2008  .TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _________ to ____________  Commission file number 333-139220  GOOD EARTH LAND SALES COMPANY (Exact name of registrant as specified in its charter)  Florida20-1993383(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.)  7217 First Avenue S., St. Petersburg, Florida 33707 (Address of principal executive offices) (Zip Code)  Registrant's telephone number: 727-656-3092  Securities registered under Section 12(b) of the Exchange Act:  Title of each class Name of each exchange on which registered  None  Securities registered under Section 12(g) of the Exchange Act:  Common Stock (Title of class)  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes . No X.  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes X. No .  Indicate by check mark Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X. No ..  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes . No X..  Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ..  F-1   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer .Accelerated filer .Non-accelerated filer .
(Do not check if a smaller reporting company)Smaller Reporting Company X.  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes . No X.  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently competed second fiscal quarter: $0.00 based on the average high ($0.00) and low ($0.00) price as of March 31, 2009, of $0.00 per share average.  Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.  State the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: 1,318,000 shares of Common Stock, par value $.01 per share, as of March 31, 2009.  DOCUMENTS INCORPORATED BY REFERENCE  None  F-2    ITEM 9A(T). CONTROLS AND PROCEDURES.  Managements Annual Report on Internal Control over Financial Reporting  The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.  Our principal executive officer

 and

 principal financial officer (one person) has assessed the effectiveness of our internal control over financial reporting as of December 31, 

2008,

 following the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework. Based on our assessment under the framework in Internal Control - Integrated Framework, our management, including our Board of Directors and principal financial and executive officer has concluded that our internal control over financial reporting was not effective as of September 30, 2009.  Evaluation of Disclosure Controls and Procedures  Our principal executive officer and principal financial officer (one person) has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and has concluded that the disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial officer.  Changes in Internal Control over Financial Reporting  There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.   F-3   SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   GOOD EARTH LAND SALES COMPANY   Date:February 18, 2010By:/s/ PETIE P. MAGUIREPETIE P. MAGUIREChief Executive OfficerChief Financial OfficerChairman of the Board of Directors  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacity and on the dates indicated.   Date:February 18, 2010By:/s/ PETIE P. MAGUIREPETIE P. MAGUIREChief Executive OfficerChief Financial OfficerChairman of the Board of Directors     F-4