##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Amendment No. 1 Form 10-KSB/A [X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2003
or
[   ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ____________ to ____________.
Commission File No. 000-31505 Global Energy Group, Inc.  Delaware
    
    23-3020677(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 2346 Success Drive, Odessa, Florida 33556
(Address of principal executive offices) (Zip Code) (727) 372-3939
(Issuers telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value per share Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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. [X] Yes [   ] No Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [   ] State issuers revenues for its most recent fiscal year. $181,606. 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 a specified date within the past 60 days. (See definition of affiliate in
Rule 12b-2 of the Exchange Act.) As of April 12, 2004, the aggregate market value (based on the last sale price
on such date) of Common Stock held by non-affiliates of the registrant was
approximately $1,483,000. For purposes of this disclosure, we have considered
each officer and director, and each person known to us (by means of filings
with the SEC or through our stock transfer records) to own 10% or more of the
outstanding Common Stock, to be an affiliate. This determination of affiliate
status is not necessarily applicable for other purposes. State the number of shares outstanding of the issuers common equity, as of the
latest practicable date: 13,800,707 shares of Common Stock, par value $.001
per share, as of April 28, 2004. DOCUMENTS INCORPORATED BY REFERENCE None




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EXPLANATORY NOTE We are filing this Amendment No. 1 on Form 10-KSB/A to our Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2003 (the Initial
Report) to amend and supplement the following items of Part III of the Initial
Report to read in their entirety as follows. Any items in the Form 10-KSB that are not expressly changed hereby shall be as
set forth in the Form 10-KSB and are not updated or amended. All information
contained in this Amendment No. 1 and the Form 10-KSB is subject to updating
and supplementing as provided in the Companys periodic reports filed with the
SEC subsequent to the filing of the Form 10-KSB. Transitional Small Business Disclosure Format (Check one): Yes [   ] No [X]




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GLOBAL ENERGY GROUP, INC.
Annual Report on Form 10-KSB
For the Fiscal Year Ended
December 31, 2003
TABLE OF CONTENTS  
 Item
    
    PagePART IIIItem 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With
Section 16(a) of the Exchange Act
    
    
    4Item 10. Executive Compensation
    
    
    5Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    7Item 12. Certain Relationships and Related Transactions
    
    
    8Item 13. Exhibits and Reports on Form 8-K
    
    
    10Item 14. Controls and Procedures
    
    
    10Certification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of Chief Executive OfficerCertification of Chief Financial Officer




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PART III 
 Item 9. Directors and Executive Officers of the Registrant The executive officers and members of the board of directors of Global Energy Group, Inc. (Global Energy or the Company)
are as follows: Name
    
    
    
    
    
    PositionCarlos J. Coe
    
    
    45
    
    
    Chief Executive Officer, DirectorJohn R. Bailey
    
    
    51
    
    
    President, Chief Financial Officer, Chief Operating
Officer, Secretary, DirectorGuy S. Frankenfield
    
    
    45
    
    
    Executive Vice President  Sales and MarketingThomas H. Hebert
    
    
    63
    
    
    Chief Technology OfficerKeith Glaze
    
    
    42
    
    
    Vice President  OperationsHenry M. Burkhalter
    
    
    56
    
    
    DirectorSteven W. Fox
    
    
    43
    
    
    DirectorDavid E. Webb
    
    
    57
    
    
    Director
 Set forth below is information concerning the business experience of each
executive officer and member of the board of directors of Global Energy: CARLOS J. COE.Mr. Coe has served as a director and Chief Executive
Officer of the Company since September 2003. From September 2003 through
December 2003, Mr. Coe served as the Companys President. From 2000 to 2003,
Mr. Coe served as Chief Executive Officer and President of Anthony
International, a manufacturer of glass doors systems for refrigerated display
cases. From 1994 to 1999, Mr. Coe served as a Vice President of Whirlpools
worldwide air treatment business unit. JOHN R. BAILEY.Mr. Bailey has served as a director and the Chief
Financial Officer, Treasurer and Secretary of the Company since December 2003
and as the Companys President and Chief Operating Officer since March 2004.
From December 2003 through March 2004, Mr. Bailey served as the Companys
Executive Vice President. From 2002 through 2003, Mr. Bailey served as
Managing Director  Corporate Finance for Holmes, Murphy & Associates, Inc.
From 1988 through 2002, Mr. Bailey served as Senior Managing Director of
Berkshire Partners, Inc., a private investment bank. Mr. Bailey has over
twenty years experience in executive level positions with national and regional
investment banking firms, and has served as an executive of both public and
private companies, including his service from 2001 through 2002 as Chief
Executive Officer and member of the board of directors of Warrior Resources,
Inc., an oil and gas exploration and production company, and his service from
1998 through 2000 as Chief Financial Officer, Senior Vice President, Treasurer,
Secretary and a member of the board of directors of USA Media Group, L.L.C., a
company in the cable television industry. GUY S. FRANKENFIELD.Mr. Frankenfield was appointed Vice President  Sales in July 2002, and Executive Vice President  Sales and Marketing in
September 2003. From September 2003 through March 2004, Mr. Frankenfield
served as the a member of the Companys board of directors. From July 1994
through July 2002, Mr. Frankenfield served in a variety of lead technical sales
positions for Honeywell in their Performance Contracting and Energy
Conservation divisions, working primarily in the southeast United States. From
December 1983 through July 1994, Mr. Frankenfield served as a lead facilities
design engineer for IBM in Endicott, NY earning several awards for energy
conservation. From July 1980 through December 1983, Mr. Frankenfield worked as
a manufacturing engineer for the Trane Company in Dunmore, PA. Mr.
Frankenfield earned a BS degree in Mechanical Engineering from Lehigh
University, and has a professional engineering license in both New York and
Florida. THOMAS H. HEBERT.Mr. Hebert has served as the Companys Chief Technology
Officer since March 2004. From October 2001 to March 2003, Mr. Hebert served
as the Companys Vice President  Research and Development. Prior to that
time, Mr. Hebert served its predecessor GEER in this capacity since February
1998. With over 32 years in the construction, HVACR and refrigeration
industries, Mr. Hebert has invented and been the principal design engineer for
numerous technologies, including several patented products. From June 1995 to
September 1997, he served as Vice President of Engineering with Energy
Technologies, Inc. Mr. Hebert has focused on product development, applications
and manufacturing/production development, and has spent over twenty years in
the development and research of his proprietary inventions. Mr. Hebert earned
a BS in Physics and an M. SCI in Physical Chemistry from the University of
South Florida, and is a Masters Candidate in Engineering. 4




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KEITH GLAZE.Mr. Glaze was appointed Vice President  Operations in
October 2001. From 1998 to October 2001, Mr. Glaze served its predecessor
company, GEER, in this same capacity and in others. From 1997 to 1998, Mr.
Glaze was an Executive Business Analyst with George S. May international, a
consulting firm specializing in quality programs and process improvement. From
1989 to 1997, Mr. Glaze worked for York International in a variety of
positions. From 1994 to 1997, Mr. Glaze served as the Regional Sales Manager
with responsibility for inventory control and distribution for the
Jacksonville, Florida region. Mr. Glaze has a BS degree in business
administration from Trinity College. HENRY M. BURKHALTER.Mr. Burkhalter has served as a director of the
Company since March 2004. Mr. Burkhalter is President and Chief Executive
Officer of Investsearch Capital, LLC, a venture capital company. From 2000 to
2001, Mr. Burkhalter served as Chief Operating Officer of WorldCom Wireless
Solutions, Inc., a subsidiary of MCI, Inc. formerly known as WorldCom Inc. In
2002, WorldCom Wireless Solutions, Inc. filed a petition in bankruptcy. Prior
to 2000, Mr. Burkhalter served as President and Chief Executive Officer of
Wireless One, Inc., a company involved in the wireless cable and internet
business. Mr. Burkhalter serves as a member of the board of directors of
Wi-Lan Inc., a manufacturer of wireless communications equipment. STEVEN W. FOX.Mr. Fox has served as a director of the Company since
March 2004. Mr. Fox has served as the Chief Executive Officer and General
Manager of Quest Capital Alliance, L.L.C., a private equity fund, since
September 2000. Prior to that time, Mr. Fox served an a number of executive
positions for Bank of America and Boatmens Bank, and its affiliates. Mr. Fox
serves as a member of the board of directors of Decorize, Inc. DAVID E. WEBB.Mr. Webb has served as a director of Global Energy since
March 2004. Since March 1998, Mr. Webb has managed the investments of Webb
Capital, L.L.C. From December 1996 to March 1998, Mr. Webb served as President
and Chief Executive Officer of CS Wireless Systems, Inc., a wireless cable
company. The members of our Audit
Committee are Henry M. Burkhalter, David E. Webb
and Steven W. Fox. Our Board of Directors has determined that each member of
the Audit Committee is an audit committee financial expert as defined by SEC
rules. The Audit Committee was formed in April 2004. In April 2004, we
adopted a Code of Conduct. The Code of Conduct sets forth ethical requirements
for Global Energys employees, officers and directors. Global Energy
undertakes to supply without charge a copy of its Code of Conduct to any person
that delivers a request for a copy to Global Energys Secretary. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our
executive officers, directors and persons who own more than 10% of our Common
Stock to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. These persons are required to provide us with copies
of all Section 16(a) forms that they file. Based solely on our review of these
forms or written representations from the executive officers and directors, the
following persons failed to file on a timely basis Section 16(a) forms during
fiscal year 2003: GEAG failed to file on a timely basis a Form 3 upon its
acquisition of beneficial ownership of greater than 10% of Global Energys
common stock, as well as certain Forms 4 upon its acquisition of additional
shares of Global Energys common stock with respect to the Financing
Transaction (as defined below under Item 12 of this Report). Carlos
J. Coe and John R. Bailey each failed to file on a timely basis
a Form 3 upon becoming a director and officer of the Company. Keith Glaze
failed to file on a timely basis a Form 4 upon a transaction in the Global
Energys common stock in April 2004. 
 Item 10. Executive Compensation Summary Compensation Table.The following table sets forth the
compensation earned by each person that served in 2003 as our Chief Executive
Officer and the other most highly compensated executive officer whose
salary and bonus for the fiscal year ended December 31, 2003, were in excess of
$100,000. These persons are collectively referred to as the Named Executive
Officers. In accordance with the rules of the Securities and Exchange Commission,
the compensation described in the following table does not include medical
insurance, group life insurance or other benefits received by the Named
Executive Officers that are available generally to all salaried Global Energy
employees. In addition, the compensation described in the following table may
not include certain perquisites and other personal benefits received by the
Named Executive Officers that do not exceed the lesser of $50,000 or 10% of the
Named Executive Officers salary and bonus disclosed in the table. 5




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SUMMARY COMPENSATION TABLE Long-TermName and
    
    Fiscal
    
    
    
    
    
    CompensationPrincipal Position
    
    Year
    
    Salary
    
    Option Awards/SARsCarlos J. Coe (1)
    
    
    2003
    
    
    
    
    
    
    
    Chief Executive OfficerGuy S. Frankenfield(2)
    
    
    2003
    
    
    $
    103,146
    
    
    
    45,000Executive Vice President 
    
    
    2002
    
    
    
    40,408
    
    
    
    50,000Marketing and SalesJoseph H. Richardson (3)
    
    
    2003
    
    
    
    95,500
    
    
    
    Former President and
    
    
    2002
    
    
    
    95,673
    
    
    
    555,318Chief Executive Officer
   (1)
    
    Mr. Coe became an officer and director of the Company in September 2003 in
connection with a loan by Global Energy Acquisition Group, L.L.C. to the
Company. As described below under Certain Relationships and Related Transactions, in connection with
the Financing Transaction the Company entered into the Turnaround Services
Agreement with Turnaround Specialists, L.L.C. Mr. Coe, as an affiliate of
Turnaround Services, L.L.C., benefits from the payments made by the Company to
Turnaround Specialists under the Turnaround Services Agreement. The Company
does not directly compensate Mr. Coe for his services to the Company, except
that Mr. Coe does participate in the Companys employee benefit plans.(2)
    
    Mr. Frankenfield became an officer of the Company in July 2002.(3)
    
    Mr. Richardson became an officer and director of the Company in March 2002.
Mr. Richardson resigned his officer positions in August 2003 to accept a
position with Allegheny Power, part of Hagerstown, Maryland based Allegheny
Energy, Inc. He remained a director until September 2003, when Mr. Coe was
appointed to the Companys Board of Directors. Certain amounts of compensation
earned by Richardson from the Company for 2003 was exchanged for securities of
the Company in the Financing Transaction described in this proxy statement
below under the heading Certain Transactions. Option Grants In Last Fiscal Year.The following table sets forth the
stock option grant made during the year ended December 31, 2003, to the
following Named Executive Officer. Number of SecuritiesUnderlying Options
    
    % of Total Options
    
    Exercise Price
    
    ExpirationName
    
    Granted(1)
    
    Granted in 2003(2)
    
    per Share(3)
    
    Date(3)Guy S. Frankenfield
    
    
    45,000
    
    
    
    21.7
    %
    
    $
    0.01
    
    
    
    7/16/13
   (1)
    
    The options vested on January 1, 2004.(2)
    
    Based on options granted during 2003 to purchase an aggregate of 207,500
shares of common stock.(3)
    
    The options have a term of ten (10) years, but may terminate before their
expiration date in the event of the death, disability or termination of
employment of the optionee. Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values.The following table sets forth information concerning options
exercised during 2003 and options held on December 31, 2003, by our Named
Executive Officers whose salary and bonus exceeded $100,000 for 2003. Number of Securities
    
    Value of UnexercisedUnderlying Unexercised
    
    In-The-Money Options atSharesAcquired on
    
    Value
    
    Options at Year-End
    
    Year-End(1)Name
    
    Exercise
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableGuy S. Frankenfield
    
    
    
    
    
    
    
    
    
    
    95,000
    
    
    
    
    
    
    $
    16,800
    
    
    
    Joseph H. Richardson
    
    
    
    
    
    
    
    
    
    
    555,318
    
    
    
    
    
    
    $
    133,276
    
    
    
    
   (1)
    
    Based on the difference between the option exercise price and the
closing sale price of $0.25 of Global Energys common stock as reported
on the OTC Bulletin Board on December 31, 2003, the last trading day
prior to the closing of our fiscal year multiplied by the number of
shares underlying the options. Employment Arrangements.Mr. Bailey and Mr. Coe are compensated for their
services as officers of the Company under the Turnaround Services Agreement
described below under Certain Relationships and Related Transactions, except that these individuals
participate in the Companys employee benefit plans. Global Energy has an employment agreement with Guy S. Frankenfield. The
employment agreement provides for annual base salaries of at least $110,000 for
Mr. Frankenfield and eligibility to receive a bonus determined by the Board of
Directors or the Compensation Committee. The employment agreement has an
initial term of three years from January 1, 2004, and the term
renews automatically for successive one-year terms unless the Company
or Mr. Frankenfield delivers notice of termination at least 90 days before the
end of the term in effect at the time. The employment agreement provides that
Global Energy may terminate Mr. Frankenfields employment for good cause or
without good cause (as those terms are defined in the agreements) or upon
disability. Mr. Frankenfield may terminate the agreement voluntarily. If Mr.
Frankenfields employment is terminated by Global Energy for good cause or by
Mr. Frankenfield, the executive is entitled to all amounts earned and accrued
through the termination date. If Mr. Frankenfields employment is terminated
by Global Energy without cause, Mr. Frankenfield is entitled to all 12 months
of base salary and all of the executives outstanding options and other
incentive based awards vest in full. 6




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Directors Compensation While the Board of Directors may change its policy in the future, the
Company currently pays its directors no compensation for their service on the
Companys board of directors or its committees, except that the Company
reimburses its directors for any expenses associated with attending the
meetings. 
 Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters. The following table sets forth information regarding the beneficial
ownership of our Preferred Stock and Common Stock as of April 28, 2004, for:  
    
    each person who is known by us to beneficially own more than 5%
of the outstanding shares of any class of our voting securities;
    
    each of our Directors;
    
    each of our Named Executive Officers; and
    
    all of our Directors and Named Executive Officers as a group. The percentages of shares of Common Stock owned provided in the table is
based on 13,800,707 shares of Common Stock outstanding as of
April 28, 2004.
The percentages of shares of Preferred Stock owned provided in the table is
based on 3,741,215 shares of Preferred Stock outstanding as of
April 28, 2004.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Except as indicated by footnote, the persons
named in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them. The determination
of whether these persons have sole voting and investment power is based upon
information provided by them. In computing an individuals beneficial
ownership, the number of shares of Common Stock subject to warrants or options
held by that person that are exercisable within 60 days of
April 28, 2004, are
also deemed outstanding and are shown in the column labeled Warrants/Options.
These shares, however, are not deemed outstanding for the purpose of computing
the beneficial ownership of any other person. Unless a footnote indicates
otherwise, the address of each person listed below is c/o Global Energy Group,
Inc., 2346 Success Drive, Odessa, Florida 33556. Shares of Preferred Stock
    
    Shares of Common StockBeneficially Owned
    
    Beneficially OwnedNumber
    
    
    
    
    
    
    
    
    
    Warrants/Name
    
    (Series)
    
    Percent
    
    Number
    
    Options
    
    PercentGlobal Energy Acquisition Group,
L.L.C. (1) (11)
    
    
    1,287,600
    (B)
    
    
    34.4
    %
    
    
    
    
    
    
    12,876,000
    
    
    
    48.3
    %Quest Capital Alliance, L.L.C. (2)(11)
    
    
    571,014
    (A)
    
    
    15.3
    
    
    
    170,000
    
    
    
    5,710,140
    
    
    
    30.1Richard E. Wiles (3)
    
    
    
    
    
    
    *
    
    
    
    1,534,798
    
    
    
    
    
    
    
    11.1Eugene Cornett (4)
    
    
    
    
    
    
    *
    
    
    
    1,536,464
    
    
    
    
    
    
    
    11.1Neal S. Stubbs (5)
    
    
    
    
    
    
    *
    
    
    
    3,434,005
    
    
    
    
    
    
    
    24.9Thomas H. Hebert
    
    
    
    
    
    
    *
    
    
    
    1,456,205
    
    
    
    
    
    
    
    10.6Robert J. Smith (6) (11)
    
    
    1,292,362
    (A)
    
    
    34.5
    
    
    
    
    
    
    
    12,923,620
    
    
    
    48.3Joseph H. Richardson (7) (11)
    
    
    334,863
    (A)
    
    
    9.0
    
    
    
    
    
    
    
    3,903,948
    
    
    
    22.1Peter E. Toomey (8) (11)
    
    
    255,376
    (A)
    
    
    6.8
    
    
    
    
    
    
    
    2,831,419
    
    
    
    17.0Carlos J. Coe (9)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    700,000
    
    
    
    4.8John R.
Bailey (9)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    700,000
    
    
    
    4.8Guy S. Frankenfield(10)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    95,000
    
    
    
    *Henry M. Burkhalter (1)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *David E. Webb (1)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Steven W. Fox (2)
    
    
    
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *Directors and Named Executive
Officers as a group (7 persons)
    
    
    2,193,477
    
    
    
    58.6
    
    
    
    170,000
    
    
    
    23,285,088
    
    
    
    62.7
   *
    
    less than 1%(1)
    
    The address of Global Energy Acquisition Group, L.L.C. is 5000 Legacy
Drive, Suite 490, Plano, Texas 75024. David E. Webb and Henry M.
Burkhalter, who are on Global Energys Board of Directors, are affiliated
with Global Energy Acquisition Group, L.L.C.(2)
    
    The address of Quest Capital Alliance, L.L.C. is 3140 E. Division Street,
Springfield, Missouri 65802. Steven W. Fox, who is on Global Energys
Board of Directors, is affiliated with Quest Capital Alliance, L.L.C.(3)
    
    The address of Richard E. Wiles is 4304 Beau Rivage Circle, Lutz, Florida
33558.(4)
    
    The address of Eugene Cornett is 27110 Coral Springs Drive, Wesley
Chapel, Florida 33543.(5)
    
    The address of Neal S. Stubbs is 928 Oakfield Drive, Brandon, Florida 33551.(6)
    
    The address of Robert J. Smith is 3865 Turtle Hatch Road, Springfield,
Missouri 65809.(7)
    
    The address of Joseph H. Richardson is 147 North Drive, Pitts, PA 15238.
Under the heading Warrants/Options, all ownership is in the form of
warrants, except for options held to purchase 555,318 shares of Common
Stock. 7




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(8)
    
    The address of Peter E. Toomey, 119 Riding Trail Lane, Pittsburgh, PA
15215. Under the heading Warrants/Options, all ownership is in the form
of warrants, except for options held to purchase 277,659 shares of Common
Stock.(9)
    
    Carlos J. Coe and John R. Bailey each is an officer of the Company and on Global Energys
Board of Directors and is affiliated with Turnaround Specialists, L.L.C. The
shares indicated as being beneficially owned represent warrants held by
Turnaround Specialists, L.L.C. to purchase 700,000 shares of the Companys
common stock.(10)
    
    Under the heading Warrants/Options, all ownership is in the form of
options to purchase shares of Common Stock.(11)
    
    The rights, limitations and preferences of each series of Preferred Stock
are described in Item 1 of this Report under the heading 2004 Financing
Transaction. The shares of Series A Preferred Stock are held subject to
a Voting Trust Agreement, which is described in Item 1 of this
Report under the heading 2004 Financing Transaction and below under the heading
Certain Relationships and Related Transactions. With respect to matters to which the terms of the
Voting Trust Agreement apply, for purposes of voting control Global Energy
Acquisition Group, LLC possesses beneficial ownership of 100% of the
outstanding shares of Preferred Stock. Securities Authorized For Issuance Under Equity Compensation Plans The Global Energy Group, Inc. 2001 Equity Incentive Plan adopted by our
Board of Directors effective as of September 1, 2001 and ratified by our
stockholders in October 2001, and as amended and ratified by our stockholders
in December 2002, covers up to 3,000,000 shares of our common stock. Such
shares are issuable upon the exercise of stock options or as outright stock
awards. The purpose of the Plan is to enable us to encourage eligible plan
participants to contribute to our success by granting such individuals stock
options or stock rewards. Options granted under the Plan may qualify as
incentive stock options as defined in Section 422A of the Internal Revenue
Code of 1986. Through December 2003, the Board administered the Plan. Subject to the express
provisions of the Plan, the Board (or a committee of the Board) has the complete discretion and power to
determine from among eligible persons those to whom options or stock awards
may be granted, the option price, the number of shares of common stock to be
granted and the recipients. Securities may be granted under the Plan from time
to time until September 1, 2011, or such earlier date as may be determined by
the Board. Since the inception of the Plan, 605,000 shares of restricted stock have
been issued under the Plan, 25,000 shares have been issued upon the exercise
of options granted under the Plan, and options covering another 1,170,477
shares have been issued and remain outstanding, leaving 1,224,523 remaining
shares authorized to be issued under the Plan. The following table sets forth
certain information regarding the plan as of December 31, 2003. (a)
    
    (b)
    
    (c)Number of SecuritiesRemaining Available ForFuture Issuance UnderNumber of Securities to Be
    
    Weighted-Average
    
    Equity Compensations PlansIssued Upon Exercise of
    
    Exercise Price of
    
    (Excluding SecuritiesPlan Category
    
    Outstanding Options
    
    Outstanding Options
    
    Reflected In Column (a))Equity Compensation
Plans Approved by
Security Holders
    
    
    1,170,477
    
    
    $
    0.12
    
    
    
    1,224,523Equity Compensation
Plans not Approved
by Security Holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,170,477
    
    
    $
    0.12
    
    
    
    1,224,523
 Warrants and options to purchase the Companys stock may also be issued
outside the Plan. During 2002 and 2003, the Company issued warrants to purchase
an aggregate of up to 3,856,680 and 5,392,001, respectively, shares of its
common stock as additional consideration to lenders providing debt financing
to the Company. As of December 31, 2003 warrants outstanding cover an
aggregate of 9,248,681 shares of common stock at exercise prices ranging from
$0.01 to $1.50, with a weighted average exercise price of $0.60 per share. 
 Item 12. Certain Relationships and Related Transactions 2004 Financing Transaction In January 2004, Global Energys board of directors approved and Global
Energy completed a financing transaction (the Financing Transaction), which
is described in greater detail in Item 1. of this Report. As stated above in
Item 1 of this Report, majority of the ownership of GEAG also constitutes a
majority of the ownership of GEDG. Every action or transaction that benefits 8




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GEAG and/or its owners will directly or indirectly benefit GEDG and/or its
owners, and vice versa. Two members of the Companys board of directors, David
E. Webb and Henry M. Burkhalter, are owners and controlling persons of GEAG
and GEDG. The holders of the outstanding shares of Series A Preferred Stock (the Series
A Holders), the Company and GEAG have entered into a Voting Trust Agreement
that, subject to certain exceptions, grants all voting rights in the Series A
Preferred Stock to GEAG. Accordingly, GEAG as the trustee of the voting trust
has the right to determine how the shares of Series A Preferred Stock will be
voted in elections for directors and other matters brought before a vote of
stockholders. The Series A Holders retain the right to direct the voting of the
Series A Preferred Stock in certain matters, including in particular any change
in the rights of holders of Series A Preferred Stock, any incurrence of
additional indebtedness by the Company, and any authorization of any additional
class or series of capital stock or any increase in the authorized capital of
the Company. The Voting Trust Agreement terminates upon the consent by all the
parties to terminate or at the time as there are no shares of Series A
Preferred Stock subject to the Voting Trust Agreement. In connection with loans made to the Company, GEAG required that the Company
enter into a product distribution agreement with GEDG, an affiliate of GEAG.
This agreement grants to GEDG non-exclusive product distribution rights (and,
under certain circumstances, manufacturing rights). However, the agreement
provides that if aggregate financing provided by GEAG reaches $500,000 GEDGs
distribution rights become exclusive, except for any distribution rights held
at the time by other parties. Financing provided by GEAG reached $500,000 in
January 2004. Accordingly, GEDGs distributorship is now an exclusive one,
except for any existing distribution rights held by other parties. As a condition to the Financing Transaction, the Company entered into the
Turnaround Services Agreement with Turnaround Specialists, as described above.
Turnaround Specialists is owned by Carlos J. Coe and John R. Bailey. All
amounts paid by the Company to Turnaround
Specialists will directly benefit Messrs. Coe and Bailey, who together own 100%
of Turnaround Specialists. Mr. Coe and Mr. Bailey do not have any interest in,
and is not otherwise affiliated with, GEAG or GEDG. In 2003, Turnaround
Specialists, earned $145,000 for services under the Turnaround Services
Agreement. The
Financing Transaction enabled the Company to satisfy amounts owed to
the Series A Holders. Without the Financing Transaction, the Company would have
been unable to satisfy the indebtedness owed to Series A Holders. But for the
Financing Transaction, the Series A Holders might receive little if any of the
amounts owed them by the Company. Other Transactions Pursuant to an Investment Agreement between the Company and one of its
principal stockholders, Mr. Robert Smith, the Company borrowed $410,000 from
Mr. Smith in 2003 and issued to Mr. Smith, as additional consideration for
lending such amounts to the Company, warrants to purchase up to 400,000 shares
of our Common Stock at an exercise price of $1.00 per share and an additional
620,000 shares at an exercise price of $0.50 per share, in each case
exercisable for three years from the date of issuance. The Company issued its
short-term promissory notes with respect to the borrowed amounts, each bearing
interest at 8% per annum and secured by a pledge of substantially all of the
assets of the Company. To avoid a default under the notes, in January 2004 the
Company issued new 90-day bridge notes in exchange for the old notes. The
notes and the warrants described in this paragraph were cancelled as part of
the Financing Transaction. Pursuant to an Investment Agreement between the Company and another of its
principal stockholders, Quest Capital Alliance, L.L.C., the Company borrowed
$200,000 from Quest in 2003 and issued to Quest, as additional consideration
for lending such amounts to the Company, warrants to purchase up to 400,000
shares of our Common Stock at an exercise price of $0.50 per share, in each
case exercisable for three years from the date of issuance. The Company issued
its short-term promissory notes with respect to the borrowed amounts, each
bearing interest at 8% per annum and secured by a pledge of substantially all
of the assets of the Company. To avoid a default under the notes, in January
2004 the Company issued new 90-day bridge notes in exchange for the old notes.
The notes and the warrants described in this paragraph were cancelled as part
of the Financing Transaction. In 2003 the Company issued warrants to two of its officers, Joseph H.
Richardson and Peter E. Toomey, covering 44,572 and 35,429 shares,
respectively, as additional consideration for short-term loans to the Company
in the amounts of $5,572 and $4,429, respectively, in each case at an exercise
price of $1.00 per share for three years from the date of issuance. To avoid a
default under the loans, in January 2004 the Company issued new 90-day bridge
notes in exchange for the old notes. The notes and the warrants described in
this paragraph were cancelled as part of the Financing Transaction. The Company currently holds the exclusive rights to seven U.S. patents and
seven patent-pending applications pursuant to a series of agreements with the
inventor of the underlying technologies. Under the terms of these agreements,
the Company has the exclusive right to pursue commercial development of the
patented technologies. These agreements are with Mr. Thomas Hebert, an officer
and stockholder of the Company. Mr. Hebert is entitled to royalty payments from
any sales of the products produced by the Company with the patented
technologies. These payments are scheduled to begin in 2004 and are tied to the dollar
amount of sales by the Company of products incorporating the patented
technologies. The agreements also establish minimum royalty amounts, regardless
of the level of sales, if any, required to be paid to Mr. Hebert beginning in
2004. Minimum royalties under the Companys patent agreements with Mr. Hebert
would amount to $123,000 in 2004, increasing each year until reaching $700,000
in 2010 and following years. No royalty payments are required after the
underlying patents expire. In addition to making royalty payments, the Company
must use reasonable efforts to generate income on each patent. Failure to
comply with a patent assignment or license agreement could result in the loss
of the Companys right to manufacture and sell products incorporating the
patented technology. Most of these patents are essential to the Companys
business plan, and loss of the rights to exploit these patents would seriously
jeopardize the Companys existence. 9




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Item 13. Exhibits and Reports on Form 8-K. (a) Exhibits The following exhibits are filed as part of this Report: Exhibit No.
    
    Description31.1(1)
    
    Certification of the Chief Executive Officer of Global
required by Section 302 of the Sarbanes-Oxley Act of 200231.2(1)
    
    Certification of the Chief Financial Officer of Global
required by Section 302 of the Sarbanes-Oxley Act of 200232.1(1)#
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2(1)#
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
   (1)
    
    Filed herewith.#
    
    Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are
furnished rather than filed with this Report. (b) Reports on Form 8-K Not applicable 
 Item 14. Principal Accountant Fees and Services Baumann, Raymondo & Company served as our independent accountants for the
year ended December 31, 2003, and is expected to serve in that capacity for the
current year. Principal Accountant Fees and Services. Aggregate fees billed for
professional services rendered for the Company by Baumann, Raymondo & Company
as of and for the years ended December 31, 2002 and 2003, were: 2003(1)
    
    2002(1)Audit
    
    $
    48,138
    
    
    $
    86,450Audit-Related
    
    
    
    
    
    
    Tax
    
    
    
    
    
    
    7,162All Other
    
    
    1,897
    
    
    
    23,242Total
    
    
    50,035
    
    
    
    116,854
   (1)
    
    The aggregate fees included in Audit represent fees for the audit of the
Companys annual financial statements and review of financial statements and
statutory and regulatory filings or engagements. The aggregate fees included
in all categories represent fees billed during the fiscal years. Audit Fees. Audit fees were for professional services rendered in
connection with audits and quarterly reviews of the consolidated financial
statements of the Company, review of and preparation of consents for
registration statements filed with the Securities and Exchange Commission, and
for subsidiary statutory audits. Audit-Related Fees. Audit related fees were for assurance and related
services related to employee benefit plan audits and consultations regarding
financial accounting and reporting standards. Tax Fees. Tax fees related to services for tax compliance and consulting. All Other Fees. All other fees were for employee benefit plan advisory
services. Audit
Committee Pre-Approval Policies and Procedures. The
Companys Audit Committee was found in April 2004. At its regularly
scheduled and special meetings, the Audit Committee of the Board of Directors
expects to consider and pre-approve any audit and non-audit services to be
performed by the Companys independent accountants. 10




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Annual Report on Form 10-KSB/A to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on this 29th
day of April, 2004. GLOBAL ENERGY GROUP, INC.By:
    /s/ John R. BaileyJohn R. BaileyPresident, Chief Operating
Officer and
Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Annual Report on Form 10-KSB/A has been signed by the
following persons and on April 29, 2004. SIGNATURES
    
    TITLE/s/ John R. Bailey*
    
    President, Chief Financial Officer, Chief Operating Officer,Secretary and Director (Principal Executive Officer and PrincipalJohn R. Bailey
    
    Financial and Accounting Officer) Chairman of the Board*David E. Webb*
    
    DirectorHenry M. Burkhalter*
    
    DirectorSteven Fox*
    
    Chief Executive Officer and DirectorCarlos Coe*By: /s/ John R. BaileyAttorney-in-Fact
 11