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, 2009  .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 .  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 ..   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 CompanyX.  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes X. No .  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, 2010.  DOCUMENTS INCORPORATED BY REFERENCE  None  2    GOOD EARTH LAND SALES COMPANY  ANNUAL REPORT ON FORM 10-K Fiscal Year Ended December 31, 2009  TABLE OF CONTENTS    PagePART IItem 1. Business5Item 1A. Risk Factors8Item 1B. Unresolved Staff Comments8Item 2. Properties8Item 3. Legal Proceedings8Item 4. Submission of Matters to a Vote of Securities Holders8PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities8Item 6. Selected Financial Data8Item 7. Managements Discussion and analysis of Financial Condition and Results of Operations9Item 7A. Quantitative and Qualitative Disclosures About Market Risk12Item 8. Financial Statements and Supplementary Data12Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure12Item 9A(T). Controls and Procedures12Item 9B. Other Information14PART IIIItem 10. Directors, Executive Officers and Corporate Governance14Item 11. Executive Compensation15Item 12. Security Ownership of Certain Beneficial Owners and Management16Item 13. Certain Relationships and Related Transactions, and Director Independence16Item 14. Principal Accountant Fees and Services16PART IVItem 15. Exhibits and Financial Statement Schedules17Signatures18Index to Financial StatementsF-1  3   Special Note Regarding Forward Looking Statements.  This annual report on Form 10-K of Good Earth Land Sales Company (the Company) for the year ended December 31, 2009 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.  The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.  You should not rely on forward-looking statements in this annual report. This annual report contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by Good Earth Land Sales Company. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:  (a) an abrupt economic change resulting in an unexpected downturn in demand;  (b) governmental regulations and excessive taxes on real estate development and services;  (c) over-abundance of companies involved in or entering land acquisition and development;  (d) economic resources to support the promotion of new acquisitions, developments and services;  (e) continuing or worsening conditions in the mortgage and financial markets; and  (f) lack of working capital that could hinder the acquisition, development and promotion of products and services to a broader based business population.  4   PART I    Item 1. Business.  Business Development  We put $1,000 in initial seed capital in Good Earth Land Sales Company (Good Earth) after our incorporation on November 8, 2004 in order to begin operations and implement our business plan. This initial capital was put into Good Earth by our President, Ms. Petie Parnell Maguire.  In December of 2004 we began to market our commercial leasing services as well as offering our business consulting services in land development. In order to provide the appropriate services for each individual project we undertake, we qualify the exact needs of the client and match our services to the specifics required by each project. This allows us to target the right approach for the job.  In March 2005 we expanded our business plan so we could target land development as the basis for future revenue rather than just leasing commercial space. We have developed a specific procedure regarding our future acquisition of land and the adjunct requirements through space leasing. This method applies to our development as well as our services to be provided to clients.  Proposed Business Plan for Land Development  Our development plan includes acquiring land, developing the land for commercial use, leasing and managing the developed projects, and consulting commercial developers. The following is a detailed analysis of the procedures to be followed during the course of our acquisition through leasing.  I. Acquisition of Land  Acquisition of land for commercial development is the first step in a long process leading to the end result which is a center with tenants open for business. The process begins by my identifying vacant parcels of land in an area that the developer deems desirable for his type of development. Vacantland provides the greatest opportunity for creativity and profit for the developer, but is also the riskiest kind of investment. The location of the land will determine its potential future growth in value, for example, closeness to a roadway and availability of utilities will usually mean a higher value. The actual acquisition of land may be done by a client, a third party financier, or by Good Earth. If Good Earth acquires the land, it will be because Good Earth is acquiring the property for its own use, future revenues, and appreciated value.  A. Identify Prospects  We will use many different approaches to identify the land. The ones we find most useful are visual sightings such as getting in an auto and driving the sites and using the technology of computer programs such as Digital Map where we can input the parameters and do a search. These searches can be as general as inputting just the desired county or as specific as inputting the desired street and lot size. Other methods of identifying vacant land are public record searches on the Property Appraiser's web site or physically going to the county building and doing a manual search. We have used all of the above methods and, with todays technology, the preferred method is the computer programs that can generate a number of sites in a short period of time which saves time in driving to various locations. Nonetheless, there are times when the computer can not provide the information needed and then the drive and see method is the preferred choice.  B. Informal Feasibility Study  After site identification is made we will begin an informal feasibility study of the land and its uses. Good Earth will complete a preliminary survey of the land showing boundaries, easements, ingress and egress (entrance and exit), and anything else that pertains to the raw land. We will then send the survey to a civil engineer who will design and draw a preliminary site plan. Our President, Petie Parnell Maguire, will then sit down with the master developer and the investors, if there are any, and review the site plan. Ms. Maguire will discuss with the developer the estimated costs of clearing the land and building the site, what a good tenant mix would be, and what rental rates and operating costs will likely be. These costs will be compared to the sale price of the land and the estimated rate of return on the investment the developer determines he needs. Based on these comparisons, the developer will decide whether or not to move forward on this project. If the rate of return is sufficient to show a profit, a formal contract to purchase, containing the appropriate due diligence period, will be offered.  5   C. Formal Feasibility Study  Once a contract has been negotiated and accepted, we will have a formal feasibility study done which consists of a market analysis, a property analysis, and a financial analysis. This is the due diligence. Due diligence period means the period of time the buyer has to investigate the property and its restrictions to see if it will fit the developer's criteria prior to the deposit money going hard, meaning the deposit becomes non-refundable to the purchaser. The market analysis will include how the environment will be affected, what the local government regulations are and a profile of the community and surrounding areas and businesses.  1. Environmental Review  The next step is to apply for an environmental review of the site. The environmental impact study has input from the local zoning board, the building inspection department, the utilities department, and the city transportation division. Samples of soil from the property are taken to see if there has been soil contamination. If the application is approved, we are one step closer to purchasing and developing the land. If the application is denied we can re-submit with proposed remedies, appeal the decision, or back out of the contract.  One reason an application may be denied is if there has been soil contamination. Soil contamination occurs when either a hazardous substance, such as gasoline or oil, becomes mixed with the natural soil and makes the soil a health hazard to humans, animals, and plants. We can begin our environmental studies upon approval of our application.  2. Environmental Impact Study  a.A Phase I environmental study is done by looking at records of the land to see if there were any uses of the property that could cause a potential contamination, such as a gas station, a dry cleaner or any type of operation that uses hazardous materials that must be disposed of in a specific manner. A search of the Federal/State Environmental Data Bases are done along with a historical aerial topographic map review to see what land use changes may have taken place over the years.  b.A Phase IIenvironmental study is done after determining that there were uses on the site that could have contaminated the soil. This study consists of taking soil samples to an independent testing company that analyzes the samples for hazardous materials contamination at the site. This study would also help define the cost and extent of clean-up of the site. A Phase II assessment may also be used as a baseline study to confirm contaminant background levels prior to construction or purchase of the site. The testing company then designs a remedial program and action plan report advising the seriousness of the contamination and recommending what steps need to be taken to bring the site into compliance with EPA (Environmental Protection Agency) standards.  c.A Phase III environmental study requires the drilling of monitoring wells on the site of the contaminated area. These monitoring wells are tested regularly to see if the level of contamination has increased or decreased, and if it has seeped into ground water and how far the contamination has spread or if it has been contained.  The above environmental information is crucial to the developer because a site that is considered a Phase III is very costly for the developer to clean up. There are laws that hold previous owners responsible for contamination, but if a developer wants the land these issues must be taken into consideration prior to purchase. Monitoring a contaminated site can continue for one (1) year or up to ten (10) years.  The results of the feasibility study are compiled and given to the developer and after careful review a decision is made to move forward or rescind the offer to purchase.  II. Developing the Land  A. Planning and Zoning  Once we have identified a potential site for development we will submit an application for plat approval and any rezoning changes that may be needed. This goes to the local planning and zoning department(s). The plat is a drawing showing lot sizes, street widths, easements, access for emergency vehicles, drainage and retention, location of utility installations and development of solid and liquid waste disposal systems. Zoning designates the allowable land usage for particular purposes and may be changed or rezoned by going through the rezoning process. We then check to see if there are any deed restrictions that would prohibit the intended use and if the local government has a planned growth or no-growth policy.  6   B. Development  When we move forward with a project, a General Contractor (GC) is hired and he will obtain permits from the county or city and oversee the construction of the building from start to finish. He will also coordinate the different subcontractors that are needed, such as plumbers, electricians, block masons, roofers and other necessary trades-people. Ms. Maguire will be in constant communication with the GC because there are always problems, delays, and change orders (change orders are changes to the original plans and must be submitted and approved by the building inspectors).  III. Leasing and Management  A. Leasing  During the construction phase we will be actively soliciting tenants to fill the vacant spaces. Our President Ms. Maguire has a list of realtors with whom she is in constant contact and who specialize in tenant representation of national and regional tenants. Ms. Maguire will send out brochures on the new site, spend hours on the phone providing information to interested parties, collect financial data on prospective tenants, negotiate letters of intent (LOI), which is an overview of negotiable items in the lease that set out what the Landlord will provide to the Tenant in the form of tenant improvement dollars or free rent to the tenant for a period of time, build-out of the space, the rent, the length of the initial term of the lease and any option periods (the term the Tenant will have the option of renewing the lease), the escalation rates (how much the base rent will increase per year), the security deposit and the real estate brokers fees. This process can take from one day up to a month or more. Once the LOI has been negotiated it will be sent to our attorney who will draw up the formal lease. Formal lease negotiations begin usually between the Tenant's attorney, the Landlord's attorney, and the developer or Landlord. When all terms have been agreed upon a final Lease is prepared for execution by the Tenant and Landlord.  When the construction has been completed and the center issued a Certificate of Occupancy (CO), which indicates that the constructions has met all codes and the appropriate inspectors have signed off, keys are turned over to the Tenants and they begin the build-out of their space.  B. Management  Prior to completion of the development, management of the shopping center becomes of paramount importance. Vendors need to be hired. These are the people who will physically take care of the center such as landscapers, parking lot sweepers, janitorial or porter services, fire alarm monitoring companies, insurance companies, locksmiths, roofers, HVAC (heating, ventilation, and air conditioning) companies, and so on. A rent roll is drawn up showing each Tenant, the square footage of their space, their rent, the date of execution and termination of the lease along with any other information that may be beneficial in the day to day operation of the center. This information is collected for tax purposes and sent to Good Earths accounting firm on a monthly basis. As a Property Manager, we will be responsible for overseeing all vendors, collecting rents, making sure that accurate financial records are kept, and seeing that tenant problems are resolved in a timely manner.  IV. Consulting  If the developer decides to sell the center, we will contact a commercial real estate brokerage firm that deals in the sale of shopping centers and negotiate a contract with them to market and sell the center. Once a center has been sold the new owners generally bring in their own property managers and leasing agents. We will however try to keep our position as the managers of the center.  When vacancies arise in centers, we will actively market them to interested parties in an attempt to get them leased as quickly as possible. Signs with our telephone number will be posted on the property, we will attend conferences and pass out brochures, we will send e-mail blasts to a data base of real estate brokers, we will place ads in newspapers or trade magazines, and we will place calls to existing businesses to see if they are interested in expanding or moving to a new location.  Our President Ms. Maguire has been an exclusive Tenant Representative for Quizno's Subs on the West Coast of Florida and for Verizon Wireless (Franchisors). She has attended all their information seminars for prospective franchisees. She was responsible for mapping out where existing stores were and identifying what territories were already contracted for by an existing Franchisee. She would then actively drive markets looking for available space that would meet the Franchisor's criteria, negotiate LOI's on behalf of the Franchisee, and follow the deal through until the Franchisee was open for business.  This process will be used when we are acting on behalf of clients as well as when we have the capital to act on our own behalf. We believe that the experience of Ms. Maguire, along with her contacts, will allow us to enter the arena of land development to try to maximize shareholder value.  7   At the present time we do not have an internet website. The Board of Directors has discussed this as an alternative for a continued public presence, however discussions have not moved past the discussion stage as of the date of this filing.   Item 1A. Risk Factors.  We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.   Item 1B. Unresolved Staff Comments  We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.   Item 2. Properties.  We utilize a small office space of 300 square feet located on a high traffic artery in St. Petersburg. We own our furniture, computers, ancillary equipment and office supplies. We have specific software to calculate specific information we gather to determine the feasibility of our projects. Additionally we have a laptop computer that is used for site visits to gather information on land we may be considering or researching for a client.   Item 3. Legal Proceedings.  None   Item 4. Submission of Matters to a Vote of Security Holders.  None  Part II   Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.  At the present time, there is no established market or price for our shares. There are no shares that have been offered pursuant to or underlying an employee benefit plan. There are no shares of common stock that are subject to outstanding options, warrants or securities convertible into common equity of our Company. Including its officers and directors, Good Earth Land Sales Company has 54 shareholders as at the date of this annual report.  Recent Sales of the Companys Unregistered Securities.  None  Holders of Common Stock  As of March 31, 2010 the number of holders of record of shares of common stock, excluding the number of beneficial owners whose securities are held in street name was approximately 54.  Dividend Policy  The Company will not pay any cash dividends on its common stock in 2010 because it intends to retain its earnings to finance the expansion of its business. Thereafter, declaration of dividends will be determined by the Board of Directors in light of conditions then existing, including without limitation the Company's financial condition, capital requirements and business condition.  Securities Authorized For Issuance Under Equity Compensation Plans  None.   Item 6. Selected Financial Data  We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.   8   Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations  The following management's discussion, analysis of financial condition, and plan of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this annual report.  We are an operating company that is seeking to execute its business plan to increase its operations. We have an operating history and have generated revenues from our activities that have produced both net incomes and losses. As Good Earth Land Sales Company is considered to be in the early stages of business and there is no reasonable likelihood that increased revenues can be derived from our business in the foreseeable future, we consider that our operations will require us to retain management personnel that can lead Good Earth in the execution of its business plan.  Our Board of Directors believes that we can sustain operations in our current mode indefinitely however there is substantial doubt that we can implement our business plan over the next twelve months unless we obtain additional capital to pay for our costs of operations. This is because we have not generated sufficient profits to cover the execution of our business plan. Accordingly, we must raise cash from sources other than our operations. Our only other source for cash at this time is investment by others in Good Earth. We must raise cash to implement our business plan.  At December 31, 2009, we had a working capital deficit of ($4,697). With the commitment of our officers and directors to advance us funds during the next twelve months, we do not believe that we will be faced with a working capital deficiency by the end of the next twelve months. Our future financial success will be dependent on the success of our executing our business plan. Such execution may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any execution of our business plan which may be done by us is largely dependent on factors beyond our control such as the market for our leasing services, the number of available new clients, the availability of property to develop, and stable financial markets for financing property development.  We recognize that additional capital will be required during the next twelve months for the company to execute its business plan. Should we be unable to raise additional capital from other sources, our directors and officers have committed to advance the company funds to enable Good Earth to begin executing its business plan over the coming year. We have no arrangement in writing with our Board of Directors regarding such commitments for funding. Our Directors have committed to advance the company up to fifty thousand dollars on an interest free basis. In the event funding is received through private sources after such loans are made, the loans made by our Directors will begin to be repaid.  We have no equipment to sell to generate additional liquidity. We are going to buy equipment during the next twelve months. We do not know the extent of the equipment need until we have located additional customers for our services.  Operating History; Need for Additional Capital  There is limited historical financial information about us upon which to base an evaluation of our performance as an operating corporation. We have not generated any significant profits and have generated small losses. It is this inconsistency that makes an evaluation of our performance difficult.  Further, we offer services in an industry that is highly dependent on available capital and there is no guarantee that we will be able to obtain clients who can finance their developments. We are also not sure that we will be able to obtain financing for projects that we will develop through our own efforts. We cannot guarantee we will be successful in our activities. Our business is subject to risks inherent in the establishment of growing a business enterprise, including limited capital resources, possible delays in the generation of revenues from expending additional capital, and possible cost overruns due to price and cost increases in supplies and services.  To become profitable and competitive, we must invest additional capital in our business before we start hiring a management team. We must obtain equity or debt financing to provide the capital required to fully implement our business plan. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to execute our business plan. Even if available, equity financing would result in dilution to existing shareholders.  The execution of our business plan is expected to take up to one (1) year after we have secured funds. The total amount of funds necessary will vary depending on whether the Board of Directors chooses to have Good Earth enter real estate development immediately or whether they choose to concentrate the initial efforts of the Company in leasing services. As of the date of this filing there have been no commitments for capital expenditures other than those made in the course of ordinary business, such as for office equipment and furniture. Unlike many businesses where capital expenditures can be quantified immediately, real estate development is more complex and difficult. Until a client makes a specific agreement and has executed contracts, capital expenditures remain unknown. Good Earth will be concentrating its efforts on clients that will be developing properties and will supply their own capital. Good Earth will not be developing its own properties until sometime in the long-term future after it has the capital to fund development. Therefore, Good Earth does not have the ability to provide any estimated costs that may be expended by a client regarding their development of a property.  9   Good Earth has determined that, if it chooses to purchase land and develop property for the Company, it will target land that will accommodate buildings in the 2,000 to 5,000 square foot size. This will allow the Company to develop buildings to be leased by professionals such as attorneys, accountants and physicians. Financing for this size property is more readily available and leased space in these types of buildings in the Tampa Bay area is in fairly high demand. By choosing this size building, it is estimated that the cost of land and development will range from $800,000 to $2,000,000. The Company is targeting a long-term approach to this development. Our long-term period is 5-7 years.  Management has chosen to raise capital through private investment or debt. In the event Good Earth is not able to complete sufficient investment to finance the business plan, management believes it will need to seek alternative methods of executing its business plan. This strategy would include a business combination of some type. It may be an acquisition or merger or other type of business combination such as a joint venture or strategic alliance. Management believes it has the responsibility to maintain shareholder value and to use proper management techniques in the future to accomplish its goals. The only circumstances that would lead to the use of any of these alternative methods would be that Good Earth was unable to properly finance its activities through private investment or debt financing.  Liquidity and Capital Resources  Our cash increased to $1,763 as of December 31, 2009 compared to $213 as of December 31, 2008. The cash used in operating activities during the period ended December 31, 2009 was ($7,601) as compared to ($30,061) of cash used during the period ended December 31, 2008. The net income from operations for 2009 was $2,281compared to a net loss of ($39,176) for the same period in 2008. Operating expenses decreased in 2009 by $25,255 over the same 2008 period.  Results of Operations and Critical Accounting Policies and Estimates  The results of operations are based on preparation of financial statements in conformity with accounting principles generally accepted in the United States. The preparation of financial statements requires management to select accounting policies for critical accounting areas as well as estimates and assumptions that affect the amounts reported in the financial statements. The Companys accounting policies are more fully described in Note B to Notes of Financial Statements found in the Companys annual financial statements filed with Form 10-K.  2009 Compared to 2008  Total revenues for the year ended December 31, 2009 were $21,378 compared to 2008 revenue for the same period of $5,176, respectively. We cannot directly attribute this increase to any individual project but merely our business in general. However, our president, Petie P. Maguire, experienced health problems during the first three quarters of 2008 and this occurrence did contribute to our reduced revenues for 2008.  Our financial statements contained herein have been prepared on a Generally Accepted Accounting Principles (GAAP) basis. We incurred a net income for the period ended December 31, 2009, of $2,281. This net income was largely due to a substantial decrease in our operating expenses and the return to good health of our President, Petie Maguire. Our cash flow for the period ended December 31, 2009 showed an increase in cash from $213 at the beginning of the year to $1,763 at the end of the period.  In summary, the Officers and Directors believe Good Earth must implement its business plan to strengthen and diversify Good Earth. Officers and Directors also believe the decision to register the Companys stock and become a reporting company will provide Good Earth with the ability to raise additional funds through a private offering of its shares providing equity funding needed to expedite its commitment to growing the company. Good Earth will file a Form D prior to raising any funds through a private placement.  We do not foresee any circumstances or events that will have an adverse impact on our operations. We do anticipate an increase in our business based on our current business plan and the activities of our officers and directors. Thus, we expect to satisfy our current cash requirements indefinitely. However, we will need additional cash to implement the business strategy contained in our business plan.  Trends  We are in the pre-expansion stage. We have not generated any additional revenue to which we can attribute to our business plan and we see none in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section.  10   Critical Accounting Policies  Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.  The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Our intended business activities are dependent upon our ability to obtain financing in the form of debt and/or equity and ultimately to generate future profitable operational activity or income from its investments. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.  Conflicts of Interest  To ensure that potential conflicts of interest are avoided, and to comply with the requirements of the Sarbanes Oxley Act of 2002, the Board of Directors adopted, on March 26, 2006, a Code of Business Conduct and Ethics. Good Earth Land Sales Company Code of Business Conduct and Ethics embodies our commitment to such ethical principles and sets forth the responsibilities of Good Earth Land Sales Company and its officers and directors to its shareholders, employees, customers, lenders and other stakeholders. Our Code of Business Conduct and Ethics addresses general business ethical principles and other relevant issues.  Significant Employees  We have one significant employee, our President, Petie Parnell Maguire. Ms. Maguire will be paid as an employee by Good Earth Land Sales Company when there is sufficient revenue and income to support such payments as determined by the Board of Directors.  Competitive Factors  The land development industry is highly fragmented. We are competing with many other commercial development companies looking for large commercial jobs as well as small strip store centers. We will be among the smallest land development companies in our area and are a small participant in the land development industry. We will compete with other companies for leasing contracts in commercial developments where the competition is fierce. While there is a readily available market for the business services that we offer, competition will make it difficult to secure clients. The competitive market segment we are in has us in direct competition with companies with greater financial resources than we have, more experience in both leasing and development than we have, and more employees than we have to develop a larger client base.  Our primary method of competing will be utilizing our contacts developed by our President, Ms. Petie Maguire. We will rely heavily on her personal relationships with potential clients to compete. Once Ms. Maguire developed the business plan for Good Earth, she moved her personal book of business clients into the business, thus, making all her clients (past and present) Good Earth clients.  Regulations  Our commercial real estate development is subject to many city, county, state and federal regulations. We are also subject to local and county regulations regarding our business licenses, insurance, workers compensation insurance and any other specifics required by the governing bodies covering land development. We must comply with these government laws in order to operate our business. Complying with these rules will not adversely affect our operations. We will comply with all the requirements when we commence our land development operations.  We are obliged to adhere to any environmental regulations promulgated by the State of Florida as well as the U.S. Environmental Protection Agency. It is reasonable to expect that compliance with environmental regulations will increase our costs. Such compliance may include costs associated with minimizing surface impact; water treatment and protection; reclamation activities, including rehabilitation of various sites; on-going efforts at alleviating the impact on wildlife; and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that these costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with projects.  11   Employees  We will continue to use the services of our President Ms. Maguire for our professional services to clients. As our company grows, a Professional Employee Leasing Company will be considered for qualified technical personnel for our operations. Our President, Ms. Maguire, manages the day to day operations. At present, we have no employees other than our President and although each of our officers and directors devotes a portion of his/her time to the affairs of Good Earth none is deemed to be an employee. None of our officers and directors has an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personnel benefits available to any employee.  As indicated above we will consider hiring personnel through an employee leasing company on an as needed basis to reduce our personnel costs. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our business plan.    Item 7A. Quantitative and Qualitative Disclosures About Market Risk.  We are a Smaller Reporting Company as defined by Rule 12b-2 of the Security Exchange Act of 1934 and are not required to provide the information under this item.  Item 8. Financial Statements and Supplementary Data.  Our financial statements are contained herein commencing on page F-1, which appear at the end of this annual report.   Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.  The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures or financial disclosure.  ITEM 9A(T). CONTROLS AND PROCEDURES.  Evaluation of Disclosure Controls and Procedures.We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2009. The evaluation was conducted under the supervision and with the participation of management, including our chief executive officer and chief financial officer. Disclosure controls and procedures mean our controls and other procedures that are designed to ensure that information required to be disclosed in the 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 SEC rules and forms. Disclosure controls and procedures are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of disclosure controls and procedures includes an evaluation of some components of our internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis for purposes of providing the management report that is set forth below. We did not make any changes in our internal controls over financial reporting during our recent fiscal quarter.  The evaluation of our disclosure controls and procedures included a review of their objectives and design, our implementation of the controls, and the effect of the controls on the information generated for use in this Form 10-K. In the course of the controls evaluation, we sought to identify any past instances of data errors, control problems, or acts of fraud and sought to confirm that appropriate corrective actions, including process improvements, were being undertaken. This evaluation is performed on a quarterly basis so that the conclusions of management, including the chief executive officer and chief financial officer, concerning the effectiveness of our disclosure controls and procedures can be reported in our periodic reports.  Our chief executive officer and chief financial officer have concluded, based on the evaluation of the effectiveness of the disclosure controls and procedures by our management, that as of December 31, 2009, our disclosure controls and procedures were not effective due to the material weaknesses described in Managements Report on Internal Control over Financial Reporting below.  Managements Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:  12   a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets;  b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and  c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.  Because of their inherent limitations, any system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Our management, including the chief executive officer and chief financial officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2009, based on the framework defined in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Material Weaknesses. Based on our evaluation under COSO, management concluded that our internal control over financial reporting was not effective as of December 31, 2009, due to control deficiencies in two areas that we believe should be considered material weaknesses. A material weakness is defined within the Public Company Accounting Oversight Board's Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.  Specifically, management identified the following control deficiencies. (1) The Company has not properly segregated duties as its President initiates, authorizes, and completes all transactions. The Company has not implemented measures that would prevent the President from overriding the internal control system. The Company does not believe that this control deficiency has resulted in deficient financial reporting because the President is aware of his responsibilities under the SECs reporting requirements and personally certifies the financial reports. In addition, the Company engaged a financial consultant to review all financial transactions to determine that they have been properly recorded in the financial statements. (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software. The Company does not think that this control deficiency has resulted in deficient financial reporting because the Company has implemented a series of manual checks and balances to verify that previous reporting periods have not been improperly modified and that no unauthorized entries have been made in the current reporting period.  Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is reliable.  Limitations on Effectiveness of Controls and Procedures. Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only managements report in this annual report.   13   Item 9b. Other Information  No event occurred during the fourth quarter of the fiscal year ended December 31, 2009 that would have required disclosure in a report on Form 8-K, except for those Forms 8K filed with the SEC during that period.  PART III.   Item 10. Directors, Executive Officers, Promoters and Corporate Governance.  Officers and Directors  Each of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The name, address, age, and position of our officers and directors is set forth below:  Name and AddressPosition(s)AgePetie Parnell MaguireChief Financial Officer, President and Director (1)56Rveva A. BarrettVice President (2)66Pauline A. PappasSecretary, Treasurer (3)65(1) Petie Parnell Maguire was appointed President and a Director upon incorporation on November 3, 2004. She was the Secretary and a Director in Irish Mag, Inc. a fully reporting company until her resignation August 9, 2006.
(2) Rveva A. Barrett was appointed as Vice-President on April 28, 2009. This is the first position she has held in a fully reporting company.
(3) Pauline A. Pappas was appointed as Secretary/Treasurer on September 29, 2008. This is the first position she has held in a fully reporting company.  Background of Officers and Directors  PETIE PARNELL MAGUIRE has applied 20 years of diverse experience to form what is now Good Earth Land Sales Company. Since founding Good Earth in November of 2004, Ms. Maguire has been developing the corporate business plan as well as functioning as its sole full-time employee.She has been involved in the acquisition of land, development of and overseeing all aspects of development of commercial projects for clients, as well as the managing and leasing of space on completed projects. Prior to the formation of Good Earth, from 2001 to November of 2004 Ms. Maguire worked as an independent real estate broker/associate. She provided her services in the management and leasing of space in retail centers, anchored grocery centers, and office buildings. Ms. Maguire was an officer/director in a fully reporting company, Irish Mag, Inc. until August 9, 2006. As an Officer/Director at Irish Mag, Inc., Ms. Maguire participated in the monthly Board of Directors meetings. From 1989 to 2000, Ms. Maguire handled the accounts receivable of Irish Mag including all the journal entries, bank reconciliations and collections. In addition she was responsible for the location of, and purchase of the building that housed the business. Irish Mag, Inc. was a commercial printing company that specialized in four (4) color work for commercial builders and developers and provided consulting services to builders regarding their promotional material.  RVEVA A. BARRETT has been employed by the Company for the past two years. For the three-year period prior to her employment with the Company, Ms. Barrett was retired.  PAULINE A. PAPPAShas been an officer, director and owner of PLRM, Inc. for the last five years. PLRM, Inc. is a Florida corporation headquartered in St. Petersburg, Florida. The business of PLRM, Inc. is a real estate agency focused on commercial real estate.  None of our officers and directors is an officer or director of a company registered under the Securities and Exchange Act of 1934.  14   AUDIT COMMITTEE  We do not have an audit committee that is comprised of any independent director. As a company with less than $250,000 in revenue we rely on our Chief Executive Officer Petie Maguire for our audit committee financial expert as defined in Item 401(e) of Regulation S-B promulgated under the Securities Act. Our Board of Directors acts as our audit committee. The Board has determined that the relationship of Ms. Maguire as both our company Chief Executive Officer and our audit committee financial expert is not detrimental to the Company. Ms. Maguire has a complete understanding of GAAP and financial statements; the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves in a fair and impartial manner; has experience analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to or exceed the breadth and complexity of issues that can reasonably be expected to be raised by the small business issuers financial statements; an understanding of internal control over financial reporting; and an understanding of audit committee functions. Ms. Maguire has gained this expertise through her formal education and experience as our Chief Executive Officer for five (5) years. She has specific experience coordinating the financials of the Company with public accountants with respect to the preparation, auditing or evaluation of the companys financial statements.  Section 16(a) Beneficial Ownership Reporting Compliance  Under the securities laws of the United States, the Companys directors, executive officers, and any persons holding more than five percent of the Companys Common Stock are required to report their initial ownership of the Companys Common Stock and any subsequent changes in their ownership to the Securities and Exchange Commission (SEC). Specific due dates have been established by the SEC, and the Company is required to disclose in this Information Statement any failure to file by those dates. Based upon (i) the copies of Section 16(a) reports that the Company received from such persons for their 2009 fiscal year transactions, the Company believes that there has been compliance with all Section 16(a) filing requirements applicable to such officers, directors, and five-percent beneficial owners for such fiscal year.  Code of Ethics  We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our code of ethics will be provided to any person without charge, upon request.   Item 11. Executive Compensation.  We have not paid any executive compensation during the years since inception except as noted from the following summary:  (a)(b)(c)(d)(e)(f)(g)(h)(i)(j)Name and principal position(1)YearSalary ($)Bonus ($)Stock Awards ($)Option Awards ($)Non-Equity Incentive Plan Com-pensation ($)Non-Qualified Deferred Compen-sation Earnings ($)All Other Compen-sation ($)Total ($)Petie Parnell Maguire
President, Chairman of the Board of Directors2008-0--0--0--0--0--0--0--0-2009-0--0--0--0--0--0--0--0-Pauline A.  Pappas
Secretary, Treasurer2008-0--0--0--0--0--0--0--0-2009-0--0--0--0--0--0--0--0-Rveva A. Barrett
Vice President2008N/AN/AN/AN/AN/AN/AN/AN/A2009-0--0--0--0--0--0--0--0-(1) There are no employment contracts with any of our officers at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.  Compensation of Directors and Officers  We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.   15   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.  The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of March 31, 2010, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (SEC) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable.  Title or ClassName and Address of Beneficial Owner (1)Amount of Beneficial Ownership (2)Percent of ClassCommon StockPetie Parnell Maguire1,000,00075.9%Common StockRveva A. Barrett6,0000.4%Common StockDirectors and Officers as a Group (2 persons)1,006,00076.3%(1) Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial.
(2) Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons. None of our officers or directors has options, warrants, rights or conversion privileges outstanding.   Item 13. Certain Relationships and Related Transactions, and Director Independence.  To the best of our knowledge there are no transactions involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors or an affiliated company.   Item 14. Principal Accountant Fees and Services  Audit Fees  The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant, Randall N. Drake, C.P.A., P.A. for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's quarterly reports on Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $5,750 for 2008 and $5,750 for 2009.  Audit-Related Fees  The aggregate fees billed in each of the last two fiscal years for assurance and related services by Randall N. Drake, C.P.A., P.A. that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under the caption "Professional Fees" was $0. The nature of the services comprising the fees disclosed under this category was: N/A.  Tax Fees  The aggregate fees billed in each of the last two fiscal years for professional services rendered by Randall N. Drake, C.P.A., P.A. for tax compliance, tax advice, and tax planning was $0.  All Other Fees  The aggregate fees billed in each of the last two fiscal years for products and services provided by Randall N. Drake, C.P.A., P.A., other than the services reported above were $0 in paragraphs (e)(1) through (e)(3) of this section. The nature of the services comprising the fees disclosed under this category was: N/A.   16   Item 15. Exhibits.


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|Exhibit Number | Location and Description                                                                                                                                  | Reference                                                                 
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|(a)            | Reports of Independent Certified Accountants                                                                                                              | Filed Herewith                                                            
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|(b)            | Financial Statements                                                                                                                                      | Filed Herewith                                                            
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|(c)            | Exhibits required by Item 601, Regulation SB;                                                                                                             |                                                                           
|               |                                                                                                                                                           |                                                                           
|(3.0)          | Articles of Incorporation                                                                                                                                 |                                                                           
|               |                                                                                                                                                           |                                                                           
|(3.1)          | Amendment to Articles of Incorporation                                                                                                                    | See Exhibit Key filed with SB-2 Registration Statement on December 8, 2006
|               |                                                                                                                                                           |                                                                           
|(3.2)          | Bylaws filed with SB-2 Registration                                                                                                                       | See Exhibit Key Statement on December 8, 2006                             
|               |                                                                                                                                                           |                                                                           
|(11.0)         | Statement re: computation of per share Note D to earnings Financial Stmts.                                                                                |                                                                           
|               |                                                                                                                                                           |                                                                           
|(14.0)         | Code of Ethics                                                                                                                                            | See Exhibit Key                                                           
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|(31.0)         | Certificate of Chief Executive Officer and Chief Financial Officer                                                                                        | Filed herewith                                                            
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|(32.0)         | Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                          | Filed herewith                                                            
|               |                                                                                                                                                           |                                                                           
|Exhibit Key    |                                                                                                                                                          
|               |                                                                                                                                                           |                                                                           
|3.1            | Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on December 8, 2006.
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|3.2            | Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on December 8, 2006.
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|14.0           | Incorporated by reference herein to the Companys Form SB-2 Registration Statement filed with the Securities and Exchange Commission on December 8, 2006.

17   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: September 30, 2010 By:/s/ PETIE P. MAGUIRE PETIE P. MAGUIRE Chief Executive Officer Chief Financial Officer Chairman 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: September 30, 2010 By:/s/ PETIE P. MAGUIRE PETIE P. MAGUIRE Chief Executive Officer Chief Financial Officer Chairman of the Board of Directors     18     INDEX TO FINANCIAL STATEMENTSReport of Independent Registered Public Accounting FirmF-2Consolidated Balance Sheet for the periods ending December 31, 2009 and 2008F-3Consolidated Income Statements for the periods ending December 31, 2009 and 2008F-4Consolidated Statement of Changes in Stockholders Equity For the Years Ended December 31, 2008 and 2009F-5Consolidated Statement of Cash Flow For the Years Ended December 31, 2009 and 2008F-6Notes to Financial StatementsF-7   F-1     Randall N. Drake, C.P.A., P.A.  1981 Promenade Way Clearwater, Florida 33760 Phone: (727) 536-4863 _________________________________________________________________________________________________________    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Shareholders of Good Earth Land Sales Company:  We have audited the accompanying balance sheets of Good Earth Land Sales Company as of December 31, 2009 and 2008 and the related statements of income, stockholders equity, and cash flows for each of the years in the two year period ended December 31, 2009. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Good Earth Land Sales Company as of December 31, 2009 and 2008 and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in footnote B to the financial statements, the Company has incurred operating losses and negative cash flows which raise substantial doubt about its ability to continue as a going concern. Managements plans concerning these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/ Randall N. Drake, CPA, PA

Randall N. Drake, CPA, PAClearwater, FloridaMarch 30, 2010    F-2   GOOD EARTH LAND SALES COMPANY Balance Sheet As of December 31, 2009 and December 31, 2008  20092008AssetsCurrent AssetsCash & Cash Equivalents$1,763$213Total Current Assets1,763213Fixed AssetsComputers3,7303,730Less: Accumulated Depreciation(2,958)(2,397)Total Fixed Assets7721,333TOTAL ASSETS$2,535$1,546Current LiabilitiesAccounts Payable$3,250$4,326Credit Card Payable3,21012,578Provision for Income Taxes00Total Current Liabilities6,46016,904Long Term LiabilitiesDue to Shareholder - NOTE C34,07324,922Total Long Term Liabilities34,07324,922TOTAL LIABILITIES40,53341,826Stockholder's EquityCommon Stock, $.01 par value, 75,000,000 shares authorized, 1,318,000 shares issued and outstanding13,18013,180Paid-in-Capital(12,521)(12,521)Retained Earnings(38,657)(40,939)Total Stockholder's Equity(37,998)(40,280)TOTAL LIABILITIES & STOCKHOLDER'S EQUITY$2,535$1,546  See accompanying notes and accountants report.  F-3    GOOD EARTH LAND SALES COMPANY Income Statement For the Years December 31, 2009 and December 31, 2008  2,0092,008Revenue$21,3785,176Operating Expenses$Advertising0931Automobile Expense1,7882,259Bad Debts09,015Bank Charges800Business Promotion0500Continuing Education253310Contract Labor660610Contributions200250Depreciation561675Dues and Subscriptions2111,078Insurance7594,825Interest Expense1,097790Licenses and Taxes705608Meals and Entertainment1,2841,031Meetings and Conventions0351Postage5410Professional Fees8,45012,250Rent0600Repairs65295Selling Costs01,351Supplies9711,260Taxes01,285Telephone1,3173,582Travel642486Total Operating Expenses19,09744,352Net Income (Loss) before Income Taxes2,281(39,176)Provision for income Taxes00Net Income (Loss)$2,281$(39,176)Earnings (loss) per common share:Net income (loss) per share - NOTE D$0.00$(0.00)Weighted Average Shares Basic and Diluted1,318,0001,318,000  See accompanying notes and accountants report.  F-4   GOOD EARTH LAND SALES COMPANY Statement of Changes in Stockholders Equity For the Years December 31, 2009 and December 31, 2008  Common StockPaid inRetainedSharesAmountCapitalEarningsTotalBalances at January 1, 20081,318,000$13,180$(12,521)$(1,762)$(1,103)Net Income (Loss) for the Year ended 12/31/08---(39,176)(39,176)Balances at December 31, 20081,318,00013,180(12,521)(40,938)(40,280)Net Income (Loss) for the Year ended 12/31/09---2,2812,281Balances at December 31, 20091,318,000$13,180$(12,521)$(38,657)$(37,998)  See accompanying notes and accountants report.  F-5   GOOD EARTH LAND SALES COMPANY Statement of Cash Flow For the Years December 31, 2009 and December 31, 2008  20092008OPERATING ACTIVITIESNet Income (Loss)$2,281$(39,176)Adjustments to reconcile Net Incometo net cash provided by operations:Depreciation Expense561675(Increase) Decrease In:Commissions Receivable09,015Increase (Decrease) in:Accounts Payable(1,076)826Credit Card Payable(9,367)(1,401)Provision for Income Taxes00Net cash (used) provided by Operating Activities(7,601)(30,061)INVESTING ACTIVITIESPurchase of Fixed Assets0(642)Net cash (used) provided by Investing Activities00FINANCING ACTIVITIES:Issuance of Common Stock00Change in shareholder loans9,15126,653Net cash provided (used) by Financing Activities9,15126,653Net (decrease) in cash & cash equivalents1,550(4,050)Cash & cash equivalents at beginning of year2134,263Cash & cash equivalents at end of year$1,763$213SUPPLEMENTAL DISCLOSURE:Income Taxes$0$0  See accompanying notes and accountants report.  F-6   GOOD EARTH LAND SALES COMPANY Notes to Financial Statements December 31, 2009 and 2008  NOTE A  ORGANIZATION AND NATURE OF BUSINESS  The Company was incorporated November 3, 2004 in the State of Florida. The Company is in the business of real estate sales.  NOTE B  SIGNIFICANT ACCOUNTING POLICIES  Basis for Presentation  In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the years ended December 31, 2009 and December 31, 2008; (b) the financial position at December 31, 2009, and (c) cash flows for the years ended December 31, 2009 and December 31, 2008, have been made.  The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.  Going Concern and Management's Plans  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. The Company's plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company's ability to continue as a going concern. Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management's plans to meet its financing requirements and the success of its future operations. The ability of the Company to continue as a going concern is dependent on improving the Company's profitability and cash flow and securing additional financing. While the Company believes in the viability of its strategy to increase revenues and profitability and in its ability to raise additional funds, and believes that the actions presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurances to that effect. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.  Cash and Cash Equivalents  For purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents.  Fixed Assets  Property and equipment are stated at cost. Depreciation on the vehicle is computed using the straight-line method over the estimated useful live of the asset, which is three years. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.  Use of Estimates  The preparation of financial statements in conformity with generally accepted accounting principles requires the corporation to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.  Revenue Recognition  The Company generates revenue through commissions received on sales of real estate. The Company provides these services and bills for them when the sale transaction has been completed. The Company recognizes its revenue when the sale has been completed. The Company also generates revenue through leasing activities. The revenue is recognized in its entirety when the lease has been executed.  F-7   NOTE B  SIGNIFICANT ACCOUNTING POLICIES - (Continued)  Income Taxes  Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes, if and when applicable, related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. Any deferred taxes would represent the future tax return consequences of those differences, which will either be taxable when the assets and liabilities are recovered or settled.  NOTE C  SHAREHOLDER LOANS  Shareholder loans consist of amounts advanced to the Company to fund various working capital needs. These amounts are non-interest bearing and payable on demand subsequent to January 1, 2011.  NOTE D  EARNINGS PER COMMON SHARE  Earnings (loss) per common share of $0.00 and ($0.03) were calculated for the periods ended December 31, 2009 and 2008 respectively based on their respective net income numerator divided by a denominator of 1,318,000 shares of outstanding common stock, the average number of shares issued during the periods.  NOTE E  ACCOUNTING PRONOUNCEMENTS  The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations of, existing accounting guidance during 2009. The corporation has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporations reported financial position or operations in the near term.  Recently Issued Accounting Pronouncements  We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We believe that the following impending standards may have an impact on our future filings. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.  In October 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-13Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This Accounting Standards Update provides amendments to the criteria in Subtopic 605-25 for separating consideration in multiple-deliverable arrangements. As a result of those amendments, multiple-deliverable arrangements will be separated in more circumstances than under existing U.S. GAAP. The adoption of ASU No. 2009-13 will not have material impact on our financial statements.  In October 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-14Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This Accounting Standards Update addresses concerns raised by constituents relating to the accounting for revenue arrangements that contain tangible products and software. The adoption of ASU No. 2009-14 will not have material impact on our financial statements.  In October 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-15Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update is a result of a consensus by the FASB Emerging Issues Task Force on EITF Issue No. 09-01. This ASU provides accounting and reporting guidelines for debt and certain preferred stock with specific conversion features and options. The adoption of ASU No. 2009-15 will not have material impact on our financial statements.  In December 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-16Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This is an amendment to the Accounting Standards Codification of FASB Statement No. 166, Accounting for Transfers of Financial Assets. This ASU provides accounting and reporting standards for transfers and servicing of financial assets. It also addresses transfers of servicing rights. The adoption of ASU No. 2009-16 will not have material impact on our financial statements.  In December 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-17Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. The amendments in this Update to the Accounting Standards Codification are the result of FASB Statement No. 167, Amendment to FASB Interpretation No. 146(R). The adoption of ASU No. 2009-17 will not have material impact on our financial statements.  F-8   In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-1 Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and CashThe amendments in this Update clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings Per Share). The adoption of ASU No. 2010-01 will not have material impact on our financial statements.  In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-02Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiarya Scope Clarification. The objective of this Update is to address implementation issues realted to the changes in ownership provisions in the ConsolidationOverall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification, originally issued as FASB Statement 160, Noncontrolling Interests in Consolidated Financial Statements. The adoption of ASU No. 2010-02 will not have material impact on our financial statements.  In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-03Extractive ActivitiesOil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures. The objective of the amendments included in this Update is to align the oil and gas reserve estimation and disclosure requirements of Extractive ActivitiesOil and Gas (Topic 932) with the requirements in the Securities and Exchange Commissions final rule, Modernization of the Oil and Gas Reporting Requirements (The Final Rule). The adoption of ASU No. 2010-03 will not have material impact on our financial statements.  F-9