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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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, 2001


[   ] 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.

(Name of small business issuer in its charter)


|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 23-3020677
(I.R.S. Employer
Identification Number)

|                                                                             |  |                 
|---------------------------------------------------------------------------- |  | ----------------
|2346 Success Drive, Odessa, Florida
(Address of principal executive offices) |  | 33556
(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. $108,238

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 October 20, 2002, the aggregate market value (based on the last sale
price on such date or, if not a trading day, the then most recent trading
day) of Common Stock held by non-affiliates of the registrant was
$6,794,036. For purposes of this disclosure, we have considered each officer
and director, and each person who owns 5% or more of the outstanding Common
Stock, to be an affiliate. This determination of affiliate status is not
necessarily applicable for other purposes.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 13,183,629 shares of Common
Stock, par value $.001 per share, as of October 20, 2002

DOCUMENTS INCORPORATED BY REFERENCE:None.

Transitional Small Business Disclosure Format (Check one): Yes [   ] No [X]





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TABLE OF CONTENTS



|                                                                  |                                                                                                                          |                                     |  |  |  |  |  | 
|----------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ----------------------------------- |  |  |  |  |  | 
|PART I Cautionary Statement Regarding Forward-Looking Information
|                                                                  | Item 1. Description of Business.                                                                                        
|                                                                  | Item 2. Description of Property.                                                                                        
|                                                                  | Item 3. Legal Proceedings.                                                                                              
|                                                                  | Item 4. Submission of Matters to a Vote of Security Holders.                                                            
|PART II                                                          
|                                                                  | Item 5. Market for Common Equity and Related Stockholder Matters.                                                       
|                                                                  | Item 6. Managements Discussion and Analysis or Plan of Operation.                                                      
|                                                                  | Critical Accounting Policies and Estimates                                                                              
|                                                                  | Item 7. Financial Statements.                                                                                           
|                                                                  | Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.                           
|PART III                                                         
|                                                                  | Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.
|                                                                  | Item 10. Executive Compensation.                                                                                        
|                                                                  | Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.                
|                                                                  | Item 12. Certain Relationships and Related Transactions.                                                                
|                                                                  | Item 13. Exhibits and Reports on Form 8-K.                                                                              
|                                                                  |                                                                                                                          | INDEX TO FINANCIAL STATEMENTS      
|                                                                  |                                                                                                                          | INDEPENDENT AUDITORS REPORT       
|                                                                  |                                                                                                                          | BALANCE SHEETS                     
|                                                                  |                                                                                                                          | STATEMENTS OF OPERATIONS           
|                                                                  |                                                                                                                          | STATEMENTS OF CASH FLOWS           
|                                                                  |                                                                                                                          | STATEMENTS OF STOCKHOLDERS DEFICIT
|                                                                  |                                                                                                                          | NOTES TO FINANCIAL STATEMENTS      
|Patent Assignment Agreement/4,599,870                            
|Patent Assignment Agreement/5,970,728                            
|Patent Assignment Agreement/6,070,423                            
|Patent Assignment Agreement/6,116,048                            
|Patent Assignment Agreement/6,167,715                            
|Patent Assignment Agreement/6,237,359                            
|License Agreement                                                
|Patent Assignment Agreement/6,442,903                            
|Investment Agreement                                             
|Consent of Independent Auditors                                  
|Certification by Management                                      



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GLOBAL ENERGY GROUP, INC.
Annual Report on Form 10-KSB
For the Fiscal Year Ended
December 31, 2001

|                                                           |  |                                                                                                                           |  |     
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------- |  | ----
|Item                                                       |  |                                                                                                                           |  | Page
|                                                           |  |                                                                                                                           |  |     
|Explanatory Note                                           |  | 1                                                                                                                        
|                                                          
|                                                          
|                                                          
|                                                          
|PART I                                                     |  |                                                                                                                           |  | 1   
|                                                          
|                                                          
|                                                          
|                                                          
|Cautionary Statement Regarding Forward-Looking Information |  | 1                                                                                                                        
|                                                          
|                                                          
|                                                          
|                                                          
|Item 1.                                                    |  | Description of Business                                                                                                   |  | 2   
|                                                          
|                                                          
|                                                          
|                                                          
|Item 2.                                                    |  | Description of Property                                                                                                   |  | 5   
|                                                          
|                                                          
|                                                          
|                                                          
|Item 3.                                                    |  | Legal Proceedings                                                                                                         |  | 6   
|                                                          
|                                                          
|                                                          
|                                                          
|Item 4.                                                    |  | Submission of Matters to a
Vote of Security Holders                                                                       |  | 6   
|                                                          
|                                                          
|                                                          
|                                                          
|PART II                                                    |  |                                                                                                                           |  | 6   
|                                                          
|                                                          
|                                                          
|                                                          
|Item 5.                                                    |  | Market for Common Equity and
Related Stockholder Matters                                                                  |  | 6   
|                                                          
|                                                          
|                                                          
|                                                          
|Item 6.                                                    |  | Managements Discussion and Analysis
or Plan of Operation                                                                 |  | 8   
|                                                          
|                                                          
|                                                          
|                                                          
|Item 7.                                                    |  | Financial Statements                                                                                                      |  | 17  
|                                                          
|                                                          
|                                                          
|                                                          
|Item 8.                                                    |  | Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure                                      |  | 17  
|                                                          
|                                                          
|                                                          
|                                                          
|PART III                                                   |  |                                                                                                                           |  | 17  
|                                                          
|                                                          
|                                                          
|                                                          
|Item 9.                                                    |  | Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the
Exchange Act           |  | 17  
|                                                          
|                                                          
|                                                          
|                                                          
|Item 10.                                                   |  | Executive Compensation                                                                                                    |  | 19  
|                                                          
|                                                          
|                                                          
|                                                          
|Item 11.                                                   |  | Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters                            |  | 20  
|                                                          
|                                                          
|                                                          
|                                                          
|Item 12.                                                   |  | Certain Relationships and Related Transactions                                                                            |  | 23  
|                                                          
|                                                          
|                                                          
|                                                          
|Item 13.                                                   |  | Exhibits and Reports on Form 8-K                                                                                          |  | 25  
|                                                          
|                                                          
|                                                          
|                                                          
|Financial
Statements                                       |  | F-1                                                                                                                      
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           |  | Index to Financial Statements                                                                                             |  |     
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           |  | Independent Auditors Report
(Baumann, Raymondo & Company, PA)                                                            |  |     
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           |  | Balance Sheets
at December 31, 2001 (Consolidated)
and December 31, 2000                                                  |  |     
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           |  | Statements of Operations
for the Years ended December 31, 2001 (Consolidated)
and December 31, 2000                       |  |     
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           |  | Statements of Changes in Stockholders Capital
for the Years ended December 31, 2001 (Consolidated)
and December 31, 2000 |  |     
|                                                          
|                                                          
|                                                          
|                                                          
|                                                           |  | Statements of Cash Flows
for the Years ended December 31, 2001 (Consolidated)
and December 31, 2000                       |  |     
|                                                           |  | Notes to Financial Statements                                                                                             |  |     
|                                                          
|                                                          
|                                                          
|                                                          





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EXPLANATORY NOTE

This Amendment on Form 10-KSB/A to the Companys Form 10-KSB for its
fiscal year ended December 31, 2001 (the Form 10-KSB) in order to (i) amend
and restate Items 1, 5, 9, 10, 11 and 12 to provide updated, incremental and
clarifying disclosure, (ii) expand and clarify the Companys risk factors,
(iii) outline the terms of the Companys primary funded indebtedness, (iv)
include additional exhibits in the exhibit list set forth in Item 13 and file
such additional exhibits and (v) restate the Financial Statements and notes
thereto and make appropriate revisions to Item 6, Managements Discussion and
Analysis of Financial Condition or Plan of Operation, and Item 7. These
changes are in large part in response to comments received by the Company from
the Securities and Exchange Commission in the context of the certain continuing
efforts by the Company to register shares of its common stock under an SB-2
Registration Statement. In particular, the changes to the Companys Financial
Statements incorporated by reference in Item 7 include, among other items, (a)
a change in the method for reporting long-term contracts which had the effect
of increasing current assets as of December 31, 2001, increasing revenues and
costs of goods sold for the year ended December 31, 2001 and decreasing the net
loss for the year ended December 31, 2001, (b) clarification in the footnotes
as to the Companys methods of revenue and cost recognition, the Companys
methods for recording estimated costs of warranties and certain of the
Companys patent royalty arrangements with and obligations to other parties,
(c) elimination from the balance sheet of the previously reflected deferred
royalty costs and an equal amount of the associated liability, (d) a reflection
of additional shares outstanding as of December 31, 2000 to properly reflect
the retroactive impact of the 2001 reverse merger and the effect of such change
on the basic and fully diluted weighted average number of common shares
outstanding for each of the 2000 and 2001 fiscal years and on the basic and
fully diluted loss per common share for each of such years, (e) an explanation
in the footnotes of the equity method that is being used to account for the
Companys investment in an entity operating in the United Kingdom, (f)
elimination of the shares reserved for conversion of the Companys convertible
debenture in computing fully diluted loss per share, (g) addition to the
footnotes of a clearer and more comprehensive description of the various
issuances of stock by the Company, (h) addition in the footnotes of a
description of the extent of the economic dependency on certain major customers
and (i) the provision of other incremental disclosure in the notes to such
Financial Statements.




PART I

Cautionary Statement Regarding Forward-Looking Information

This report and other reports, as well as other written and oral
statements made or released by us, may contain forward looking statements.
Forward looking statements are statements that describe, or that are based on,
our current expectations, estimates, projections and beliefs. Forward looking
statements are based on assumptions made by us, and on information currently
available to us. Forward-looking statements describe our expectations today of
what we believe is most likely to occur or may be reasonably achievable in the
future, but such statements do not predict or assure any future occurrence and
may turn out to be wrong. You can identify forward-looking statements by the
fact that they do not relate strictly to historical or current facts. The words
believe, anticipate, intend, expect, estimate, project, predict,
hope, should, may, and will, other words and expressions that have
similar meanings, and variations of such words and expressions, among others,
usually are intended to help identify forward-looking statements.

Forward-looking statements are subject to both known and unknown risks and
uncertainties and can be affected by inaccurate assumptions we might make.
Risks, uncertainties and inaccurate assumptions could cause actual results to
differ materially from historical results or those currently anticipated.
Consequently, no forward-looking statement can be guaranteed. The potential
risks and uncertainties that could affect forward looking statements include,
but are not limited to increased competition, extent of the market demand for
and supply of goods and services of the types provided by the Company,
governmental regulation, performance of information systems, and the ability of
the Company to hire, train and retain qualified employees. You also should
consider the specific risk factors described more fully in this report
beginning on page 12. In addition, other risks, uncertainties, assumptions,
and factors that could affect the Companys results and prospects have been and
may further be described in the Companys prior and future filings with the
Securities and Exchange Commission and other written and oral statements made
or released by the Company.

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We caution you not to place undue reliance on any forward-looking
statements, which speak only as of the date of this document. The information
contained in this report is current only as of its date, and we assume no
obligation to update any forward-looking statements.




Item 1. Description of Business.

Overview

Global Energy Group, Inc. (the Company or Global) invents, develops
and commercializes new technologies that improve the energy efficiency of
existing products and processes. Our particular focus is on thermodynamics,
heat transfer and heat exchange, which are important to the heating,
ventilation, air conditioning, and refrigeration (HVACR) industries. We
currently hold the rights to eight patents, and eight patent-pending
applications. Using these patents, we have been able to develop products that
we believe are significantly more energy efficient than those currently
generally available. Our initial product strategy is to market a broad line of
retrofit and new equipment products to the commercial rooftop air conditioning
market. Over the past three years we have installed equipment in a number of
locations in Florida, including three schools, four post offices, and buildings
located on two military bases. Some of these installations were retrofits to
existing air conditioning equipment, while others were entirely new systems.
Through these installations, we refined our equipment design and provided field
verification that our technologies would effectively increase capacity while
reducing energy consumption. Each of these initial installations resulted in
energy efficiency improvements of 25% or greater (meaning that the installation
of our equipment increased the cooling level achieved by 25%, without
increasing energy consumption). In almost all instances an energy service
company (ESCO) installed our products for the customer, with the customer
paying the ESCO directly for the installation and, as part of such installation
process, the ESCO tested the equipment which included the measurement of the
efficiency increase; in the few cases where we installed our products
ourselves, we conducted the testing and measured the increase in efficiency.
We also currently are developing additional products that target the
residential market, and in the future we plan to expand our product line to
include heat pumps, ice machines and water heaters. As new technologies are
developed, we will evaluate how to maximize the value of each one. This will
include the choice between licensing the technology to others, joint venturing,
or commercializing the products ourselves. However, there is no assurance that
we will complete the development or introduction of any new products, and the
timing of the introduction of any additional products is not certain.

Products

To date, the Company has completed development of three products. Our
principal products are our EER(+)Plus units, which we expect to be the
principal source of any sales revenues during the coming year. Our EER+ units
utilize generally wasted condensate water and exhaust air, produced by all air
standard conditioning systems, to provide increased capacity and to reduce
power consumption. We believe this produces improvements in energy efficiency
of at least 25%, which corresponds to a reduction of at least 20% in energy
consumption for air conditioning when maintaining the same cooling level. Our
product designs include both add-on and stand alone packaged units. Thus far,
however, all units produced and sold have been add-on units. The Company has
completed the design and testing of a complete unitary packaged air
conditioning unit, with several of its patented technologies incorporated into
it. A sample unit was tested by ARI, an independent industry group which
certifies the energy efficiency ratings of air conditioning units, in May,
2002. Based upon this test, the Companys 7.5 ton unit has rated 13.5 EER.
Current plans call for the Company to offer both the EER+ product and the
rooftop packaged units in several cooling sizes ranging from 6 to 30 tons.
Typically, a commercial building installation requires a ton of air
conditioning for every 300-400 square feet. Large buildings would utilize
multiple units.

Technology

Global currently holds the exclusive rights to eight U.S. patents and
eight patent-pending applications pursuant to a series of agreements with the
inventors of the underlying technologies. Under the terms of these agreements,
the Company has the exclusive right to pursue commercial development of the
patented technologies. For all but one of the patents, these agreements are
with Mr. Thomas Hebert, an officer of the Company and the beneficial owner of
1,456,205 shares (or about 11%) of the Companys Common Stock. The other
inventor is Mr. Noel Davis, an individual not otherwise associated with the
Company. Mr. Hebert and Mr. Davis are entitled to royalty payments from any
sales of the products produced by the Company with the patented technologies.
These payments began in

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2002 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
beginning in 2002. Minimum royalties under the Companys patent agreements as
in effect on the date of this report would amount to $10,000 in 2002,
increasing each year until reaching $610,000 in 2009 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. Many 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. One patent
not important to the Companys business expires in 2003, and the other patents
expire at various times in 2016 through 2019. A brief summary of each patent
follows:

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                         
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|US Patent No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                             
|No. 4,599,870 |  | A refrigeration heat recovery system for producing usable
hot water from a refrigeration systems waste heat, using a
natural force to provide water flow through the heat
exchanger (thermosyphon effect) rather than using a pump.                                                                                                                                                                    
|             
|             
|             
|             
|No. 5,970,728 |  | Utilization of multiple staged common circuit compressors to
provide for higher heat output from a heat pump at low
outside ambient conditions. Heat output is maintained, or
even increased, as outside temperatures fall.                                                                                                                                                                             
|             
|             
|             
|             
|No. 6,070,423 |  | A system to provide first, liquid refrigerant subcooling by
means of evaporative cooling utilizing the condensate water,
and second, a system for providing hot gas discharge
refrigerant precooling by means of evaporative cooling.                                                                                                                                                                   
|             
|             
|             
|             
|No. 6,116,048 |  | An evaporator design that provides counterflow temperature
conditions to the direction of air flow by sectionalizing
the various temperature gradients found in evaporators and
arranging the sections to provide a temperature gradient
that places the warmest section in front of colder and
subsequently colder sections. Provides for optimized heat
exchange as well as improved dehumidification.
|             
|             
|             
|             
|No. 6,167,715 |  | A direct refrigerant to ground (geothermal) heat exchange
system for subcooling and desuperheating (or postheating in
the heat mode of a heat pump) the refrigerant of an
air-cooled air conditioner, refrigeration system or heat
pump. No secondary fluid or pumping system required.
Provides near full geothermal system efficiency.                                                                
|             
|             
|             
|             
|No. 6,237,359 |  | Provides liquid refrigerant subcooling by utilizing the cold
harvest water and/or meltwater discharging from the ice
machine to increase ice production capacity of the ice
machine.                                                                                                                                                                                                                    
|             
|             
|             
|             
|No. 6,000,170 |  | A system consisting of multiple parallel reflectively coated
tubes whose inflation is controlled by a controller that
provides for controlled shading in a greenhouse system
during times of high solar loading of the greenhouse, and
provides for minimized heat loss at night, especially in
cold climates.                                                                                          
|             
|             
|             
|             
|No. 6,442,903 |  | The structural construction methodology for a greenhouse
inflatable insulative covering to be used to reduce heat
losses and overheating of greenhouses.                                                                                                                                                                                                                                                

Production

To date, Global has internally produced all the equipment it has sold. The
Company purchases components, fabricates sheet metal and tubing and then
assembles and tests its finished products. In the future, the Company may
continue to produce its products itself, or the Company may seek arrangements
with others for manufacturing services. Because we have only limited
manufacturing capabilities, production in significant quantities, or production
of some products (such as our unitary packaged unit), could not be accomplished
without obtaining outside manufacturing services, at least initially. All
materials and components for the Companys products are readily available and
the Company believes that it will be able to secure an adequate supply of
material to produce its products. The Company also believes that suitable
manufacturing services would be readily available.

Distribution

The Company has a very small in-house sales staff, and in the near term
intends to sell most of its products through HVACR distributors and/or
contractors and energy service companies (ESCOs). The Company is in the

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early stages of seeking to identify candidates for distribution
arrangements with established contractors, with an initial focus on the states
of Texas, Florida, Georgia, California and Arizona. In addition to distributors
and/or contractors, the Company may also utilize manufacturers
representatives. The Company has begun the process of trying to identify
potential representatives, but has not yet established any significant
relationships.

Competition and Markets

The Company will be competing in the marketplace to sell unitary air
conditioning equipment in the new construction and replacement markets. In the
United States in 2001 and 2000, 6.7 million and 6.2 million unitary air
conditioning units and heat pumps were sold, respectively. Approximately
one-half of this market is for replacement units. There are numerous
manufacturers of such equipment. The Company competes with all manufacturers of
HVACR equipment. All of these companies are more established and many are
substantially larger than Global and have greater resources. While actual
pricing will vary based on market conditions and other factors, the Company
anticipates that its units generally will be priced higher than competitors
products. For Global to be successful, its products have to compete on the
basis of total value  that is, the higher price of the product must be more
than offset by increased operational efficiency and lower operating expenses of
its equipment when compared to the products available from other manufacturers.
Based on actual experience for the units installed by the Company over the past
three years, as measured by the installing ESCO or by us if we were the
installer, we believe our equipment will consume at least 20% less electricity
than competing products. We provide a competitive warranty on our products
covering parts only for a period of one year from the date of operation;
compressors are warranted for an additional four years.

Customers

We have no major customers at this time. The products that have been sold
and installed over the past few years have primarily been sold either directly
by us or through ESCOs that had customers seeking to install equipment to
reduce overall energy consumption. To combat our lack of resources and brand
identity, our marketing and sales strategy focuses on using existing
distributors and/or HVACR contractors and ESCOs that have established customer
bases.

One of the largest potential customers for our products is the federal
government and its various agencies. The federal Climate Change Action Plan and
Executive Order #12902 required all federally owned facilities to reduce their
total energy consumption by 30% by 2005. Executive Order #13123 superceded
these requirements, instead requiring reductions of 35% by 2010. The Company
recently jointly-won a competition sponsored by the U.S. Department of Energy
to provide energy efficient packaged air conditioning units to the Defense
Logistics Agency. The Department of Energy issued a request for proposal to
submit bids to supply highly energy efficient air-conditioning equipment to the
Defense Logistics Agency (the DLA). The company filed a response to this RFP
in March of 2002, and in August, Global was notified that it was selected as
one of two air conditioning manufacturers picked to supply units under a
blanket order agreement BOA to the DLA. Under the BOA, the company offers to
sell its equipment at pre-negotiated prices and terms. We believe our
technology may help some government facilities achieve significant portions of
their energy savings requirements. However, there is no firm commitment on the
part of the DLA to purchase units from either of the selected bidders,
including Global.

Environmental Matters

Our operations are subject to evolving and often increasingly stringent
federal, state, local and international laws and regulations concerning the
environment. Environmental laws that affect or could affect the Companys
domestic operations include, among others: the Clean Air Act, the Clean Water
Act, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation and Liability Act, the Occupational Safety
and Health Act, the National Environmental Policy Act, the Toxic Substances
Control Act, and any regulations promulgated under these acts and various other
federal, state and local laws and regulations governing environmental matters.
The Company believes it is in compliance in all material respects with all
existing environmental laws and regulations.

In the past decade, there has been increasing regulatory and political
pressure to phase out the use of certain ozone depleting substances, including
halons, chlorofluorocarbons (CFCs), and hydrochlorofluorocarbons (HCFCs),
some of which are utilized in air conditioning and refrigeration equipment.
Like most of its competitors,

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the Companys products utilize HCFCs as refrigerants. Federal and
international law currently caps production of HCFCs at 1996 levels and
contemplates a complete phase-out of HCFC production by 2030. The Company does
not believe the current phase out schedule for HCFCs will have any adverse
effect on its financial position or results of operations. The Company believes
that there will likely be continued pressure by the international environmental
community for the United States and other countries to accelerate the HCFC
phase out schedule. However, the Companys products are being designed to
utilize the next generation of refrigerants without substantial modification,
and the Company believes it is well positioned to react to any changes in the
regulatory landscape for HCFCs.

Employees

The Company currently employs 11 full-time and three part-time people. It
is anticipated that additional personnel will be required if the Company
expands its operations.

Corporate History

Global Energy & Environmental Research, Inc. (GEER), a Florida
corporation and the original operator of our business, was organized in
December 1998. Mr. Wiles, Mr. Cornett, Mr. Hebert, and Dr. Stubbs were founders
of GEER. In October 1999, an individual not related to GEER formed
1stopsale.com Holdings, Inc., a Delaware corporation, which conducted an
initial public offering in 2000. Although 1stopsale.com originally was intended
to operate an Internet-oriented retail business, it never began that operation.

In October 2001, GEER and 1stopsale.com entered into a Securities Exchange
Agreement. Pursuant to that agreement, (1) shares of 1stopsale.com Holdings,
Inc. were issued in exchange for all outstanding shares of GEER, making GEER a
wholly owned subsidiary of 1stopsale.com Holdings, Inc., (2) 1stopsale.com
Holdings, Inc. assumed the business operations of GEER, keeping GEER as a
subsidiary, and (3) 1stopsale.com Holdings, Inc. changed its name to Global
Energy Group, Inc., its current name, thereby becoming the Company. This
transaction (the 2001 Restructuring) resulted in the previous owners of GEER
giving up their ownership of GEER, which then became a subsidiary of
1stopsale.com Holdings, Inc. In exchange, those individuals gained control of
1stopsale.com Holdings, Inc., which then became the Company.

From a corporate law standpoint, 1stopsale.com Holdings, Inc. (now known
as Global Energy Group, Inc.) acquired all the outstanding Common Stock of
GEER. However, from an accounting perspective, the 2001 Restructuring is
treated as a reverse merger, or as if GEER acquired 1stopsale.com Holdings,
Inc. Also as part of the 2001 Restructuring, the Company effectuated a 1-for-20
reverse stock split which changed the par value of its Common Stock and the
number of authorized shares to 50,000,000 shares of $.001 par value per share
Common Stock. In the 2001 Restructuring, 9,375,000 shares of Common Stock were
issued to the former GEER stockholders in exchange for their GEER common stock.
Although GEER is now a subsidiary of the Company, prior to October 2001 there
was no affiliation between GEER and the Company.

The Companys principal office is at 2346 Success Drive, Odessa, Florida
33556 and its telephone number is 727.372.3939.




Item 2. Description of Property.

The Company occupies and leases approximately 20,540 square feet of
office/manufacturing space in Odessa, Florida, which is in good condition and
is adequate for the Companys needs at this time.

It is not our policy to acquire assets primarily for possible capital gain
or primarily for income. We do not have, and do not expect to have in the
foreseeable future, any material investments in real estate, interests in real
estate, real estate mortgages, or securities of or interests in persons
primarily engaged in real estate activities. However, we do not have any
policies regarding such investments, there are no limitations on the amount
that the Company is permitted to invest in any one investment or type of
investment, and no vote of our security holders is required to adopt or change
any policy regarding the foregoing.

5



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##### Table of Contents






Item 3. Legal Proceedings.

We are not a party to any material legal proceedings, and no material
legal proceedings have been threatened by or, to the best of our knowledge,
against us.




Item 4. Submission of Matters to a Vote of Security Holders.

In September and October, 2001, one shareholder owning approximately 95% of the
Companys then outstanding Common Stock approved, by written consent without a
meeting:



| |  |  | the 2001 Restructuring;                                                                                                             
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the election of new directors in connection with the 2001 Restructuring;                                                            
|
| |  |  | changing the name of the Company to Global Energy Group, Inc.;                                                                    
|
| |  |  | a one-for-twenty reverse stock split in the Companys Common Stock (the Reverse Split);                                           
|
| |  |  | a decrease in the par value of the Companys Common Stock, which
had increased as a result of the Reverse Split, from $.02 to $.001;
|
| |  |  | an increase in the number of shares of Common Stock the Company is
authorized to issue from 5,000,000 to 50,000,000;                
|
| |  |  | an increase in the number of shares of Preferred Stock the Company
is authorized to issue from 500,000 to 10,000,000; and           
|
| |  |  | the adoption of the Companys 2001 Equity Incentive Plan.                                                                           

At the time the written consents were adopted, there were 603,938.75
shares of Common Stock outstanding, 575,000 of which were then owned by the
shareholder who adopted the written consents (adjusted, in each case, to
reflect the Reverse Split). No other votes were cast with respect to the
matters approved. An Information Statement regarding the foregoing, pursuant to
Section 14(c) and 14(f) of the Securities and Exchange Act of 1934, was
submitted on or about October 2, 2001 to the holders of record at the close of
business on September 19, 2001 of the Companys Common Stock.




PART II




Item 5. Market for Common Equity and Related Stockholder Matters.

(a)(i) Market for Common Equity

We are authorized to issue 50,000,000 shares of Common Stock, of which
13,183,639 shares were issued and outstanding as of October 20, 2002. Holders
of shares of Common Stock are entitled to receive such dividends as may be
declared by the board of directors from assets legally available for that
purpose and are entitled at all meetings of shareholders to one vote for each
share held by them. However, we have never paid dividends on our Common Stock
and we do not anticipate paying dividends in the foreseeable future. We intend
to reinvest any funds that might otherwise be available for the payment of
dividends in further development of our business. The shares of Common Stock
are not redeemable and do not have any preemptive or conversion rights. All of
the outstanding shares of Common Stock are fully paid and non-assessable. In
the event of a voluntary or involuntary winding up or dissolution, liquidation,
or partial liquidation of Global Energy, holders of Common Stock shall
participate, pro rata, in any distribution of our assets remaining after
payment of liabilities.

Our Common Stock is traded on the over-the-counter bulletin board (OTCBB)
under the symbol GENG. Our Common Stock was first publicly traded on July 2,
2001. From that date until October 12, 2001 our Common Stock traded under the
symbol OSSI. The shares historically have not been eligible for listing on
any securities exchange or under the Nasdaq system.

The following table sets forth the range of high and low bid information
for the periods indicated, based on information obtained from the OTCBB
Historical Data Service:

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|                   |  |      |      |     |  |   |      | 
|------------------ |  | ---- | ---- | --- |  | - | ---- | 
|Quarter Ended      |  | High |      | Low
|                   |  |      |      |    
|September 30, 2001 |  | $    | 5.00 |     |  | $ | 1.60 | 
|                  
|                  
|                  
|                  
|December 31, 2001  |  | $    | 5.75 |     |  | $ | 0.60 | 
|                  
|                  
|                  
|                  
|March 31, 2002     |  | $    | 5.00 |     |  | $ | 1.97 | 
|                  
|                  
|                  
|                  
|June 30, 2002      |  | $    | 4.95 |     |  | $ | 2.00 | 
|                  
|                  
|                  
|                  
|September 30, 2002 |  | $    | 2.30 |     |  | $ | 2.00 | 

These quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions.

As of October 20, 2002, 13,183,639 shares of Common Stock were issued and
outstanding, of which 1,063,940 were unrestricted and freely tradable. On that
date there were 76 shareholders of record as reported to us by our transfer
agent.

We have never paid dividends on our common stock and we do not anticipate
paying dividends in the foreseeable future. We intend to reinvest any funds
that might otherwise be available for the payment of dividends in further
development of our business.

We are authorized to issue up to 10,000,000 shares of Preferred Stock,
$.001 par value, with such designation, rights and preferences as may be
determined from time to time by the board of directors. Accordingly, the board
of directors is empowered, without stockholder approval, to issue Preferred
Stock with dividend, liquidation, conversion, voting or other rights that could
adversely affect the voting power or other rights of the holders of our Common
Stock. In the event of issuance, the preferred stock could be used, under
certain circumstances, as a method of discouraging, delaying or preventing a
change in control in Global Energy. Global has no present intention to issue
any shares of its preferred stock.

(a)(ii) Recent Sales of Unregistered Securities

On September 28, 2001 we issued a 6% Convertible Debenture to a private
investor in the principal amount of $500,000. The Debenture had an original
maturity date of November 30, 2001, which was mutually extended to February 28,
2002. The Debenture was convertible into shares of the Companys Common Stock
at the rate of $1.00 per share. On February 7, 2002, this debenture plus
accrued interest was converted into 510,849 shares of Common Stock of Global.

On October 12, 2001 we issued an aggregate of 9,375,000 shares to
individuals in connection with the acquisition of Global Energy & Environmental
Research Inc. (GEER), as described above, solely in exchange for issued and
outstanding shares of GEER.

On November 16, 2001 we sold an aggregate of 1,966,061 shares of our
Common Stock to ten private investors for $500,000, or about $.4295 per share.

All of these transactions were completed without general solicitation and
involved only a limited number of offerees, most of whom were persons with whom
the Company and/or its controlling persons had prior business and/or personal
relationships, and all of whom the Company believes to have been accredited
investors at the times of the transactions. At all relevant times the Company
was a reporting company under the Securities Exchange Act of 1934 and there was
readily available adequate current public information with respect to the
Company. Moreover all such transactions were completed without the involvement
of any underwriter, placement agent or similar person, and without the payment
of any commission or other compensation. The Company believes that (1) the
issuance of the Convertible Debenture on September 28, 2001 was exempt from
registration under Section 4(2) of the Securities Act of 1933 and may also have
qualified for exemption from registration under Rule 505 of Regulation D,
adopted pursuant to the authority of the Securities Exchange Commission under
Section 3(b) of the Securities Act of 1933, (2) the issuance of the Companys
Common Stock on February 7, 2002 pursuant to the conversion of the Convertible
Debenture was exempt from registration under Section 4(2) of the Securities Act
of 1933 and may also have qualified for exemption from registration under
Section 3(a)(9) of the Securities Act of 1933 and under Rule

7



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##### Table of Contents



505 of Regulation D adopted pursuant to Section 3(b) of the Securities Act
of 1933, (3) the issuance of the Companys Common Stock on October 12, 2001 in
connection with the acquisition of GEER was exempt from registration under
Section 4(2) of the Securities Act of 1933, and (4) the issuance of the
Companys Common Stock on November 16, 2001 to the ten private investors was
exempt from registration under Section 4(2) of the Securities Act of 1933 and
may also have qualified for exemption from registration under Rule 505 of
Regulation D adopted pursuant to Section 3(b) of the Securities Act of 1933.

(b) Use of Proceeds From Initial Public Offering

Pursuant to a Registration Statement on Form SB-2 filed December 27, 1999,
as subsequently amended, the Company conducted an initial public offering of up
to 250,000 shares of Common Stock at an offering price of $4.00 per share
(after giving effect to the Companys subsequent reverse stock split). The
offering was conducted on a best efforts basis without the participation of any
underwriter or placement agent, and was terminated on or about May 16, 2001
after the sale of 28,939 shares in the offering, 28,814 shares of which were
sold for services rendered and 125 for cash (again, after giving effect to the
Companys subsequent reverse stock split). The net cash proceeds of the
offering to the Company were approximately $500. The Company utilized the
proceeds of the offering for general corporate purposes.

(c) Securities Authorized for Issuance under Equity Compensation Plans.

Information regarding securities authorized for issuance under equity
compensation plans is set forth in Item 11 of this report, which information is
incorporated by reference into this Item 5.




Item 6. Managements Discussion and Analysis or Plan of Operation.

The financial information set forth in the following discussion should be
read in conjunction with the Financial Statements included in this report.




Critical Accounting Policies and Estimates

Globals significant accounting policies are more fully described in Note
A to the financial statements. However, certain accounting policies are
particularly important to the portrayal of the Companys financial position and
results of operations and require the application of significant judgment by
our management; as a result they are subject to an inherent degree of
uncertainty. In applying these policies, Globals management uses their
judgment to determine the appropriate assumptions to be used in the
determination of certain estimates. Those estimates are based on our historical
operations, terms of existing contracts, our observance of trends in the
industry, information provided by our customers and information available from
other outside sources, as appropriate. Our significant accounting policies
include:



| |  |  |  Revenue Recognition.Global Energy recognizes revenue principally from
sales of equipment and to a lesser degree, from contracts involving the
combined sale and installation of equipment. For equipment sales, the
Company records revenue on the accrual basis of accounting when title to the
product is transferred pursuant to shipping terms. The accrual basis of
accounting provides for matching of revenues with expenses. For contracts
involving the combined sale and installation of products, revenue is
recognized on the percentage-of-completion method. Contract revenues are
accrued based generally on the percentage that costs incurred to date bear
to total estimated costs for each contract. This method is used because
management considers costs expended to be the best available measure of
progress on these contracts. The asset Costs and estimated earnings in
excess of billings on uncompleted contracts represents revenue recognized
in excess of amounts billed.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  |  Warranty reserve.A liability for the estimated cost of product warranty
is established by a charge against operations at the time that products are
sold. Effective January 1, 2002, management is recording a warranty reserve
of 1% of sales. This percentage is based on an analysis of the historical
warranty cost experience of other HVAC manufacturers that use the same or
similar components in their products, and it is supported by the limited
experience of the Company to date. The Companys estimated future warranty
cost is subject to adjustment from time to time depending on actual
experience.                                                                                                                                                                                                                                                                                                                                                                                    

8



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##### Table of Contents





| |  |  Allowance for Uncollectible Accounts Receivable. We estimate and provide
an allowance for uncollectible accounts based on analysis and age of our
open accounts, our experience with the particular customer, our own
historical experience with bad debts, as well as other information obtained
from outside sources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  Long-lived assets. We depreciate property and equipment and amortize
patents over the respective assets estimated useful life. We determine the
useful lives of each asset based of how long we determine the asset will
generate revenue or has a useful economic life. We review the remaining
useful life of our assets annually to ascertain that our estimate is still
valid. If we determine the useful lives have materially changed, we either
change the useful life of the assets or we may write the asset off
completely if we determine the asset has exhausted its useful life.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  Income Taxes. As part of the process of preparing our financial
statements, we are required to estimate our income taxes. This process
involves estimating our actual current tax exposure together with assessing
temporary differences resulting from differing treatment of specific items,
such as depreciation, allowance for uncollectible accounts receivable and
others. These differences result in deferred tax assets and liabilities. We
then assess the likelihood that our deferred tax assets will be recovered
from future taxable income, and to the extent we believe that recovery is
not likely, we must establish a valuation allowance. To the extent we
establish a valuation allowance or increase the allowance in a period, we
must include an expense within the tax provision in the statement of
operations. To date, we have recorded a valuation allowance of $660,865 for
the entire amount of our deferred tax assets due to the uncertainty of our
ability to utilize them. In the event that actual results differ from these
estimates or we adjust these estimates in future periods, we may need to
establish or adjust an additional valuation allowance which could materially
impact our financial position and results of operations.

Income Statement  Results Of Operations

2001 compared to 2000

Revenues decreased $365,957 as a result of the completion of several
projects with three customers during 2000 that were not repeated during 2001.
Contracts with one customer provided over $300,000 in revenues in 2000 for two
major projects, and in 2001 this customer provided no new revenues. For
virtually all of our revenues during 2000 and 2001, we sold our equipment to a
contractor, who then resold it and installed it on the ultimate customers
premises. The lack of significant new projects resulted from a shift in
managements focus during 2001. During 2001, the Company concentrated on the
final development of three of its patented products, the infrastructure to
support the sales generated from these products, the preparation of patent
applications and the initial product development of several new technologies,
and on completing the 2001 Restructuring. Cost of sales decreased by $332,615
from 2000 due to the lower volume of revenues. The gross profit in 2001 was
$23,780, compared to a gross profit of $57,122 in 2000. This decrease was due
to the lower volume of revenues.

Operating expenses increased by $761,731, mainly due to an increase in
consulting fees of approximately $650,000. The consulting services provided
during 2001 were management, financial advisory, operations/labor, marketing
and research and development. Legal and accounting fees increased by about
$75,000 as a result of the 2001 Restructuring. Spending on sales and marketing
increased by a total of $40,064 over the amount incurred during 2000. Global
spent $72,963 and $49,568 on research and development during the years ended
December 31, 2001 and 2000, respectively. Other general and administrative
expenses had nominal increases from 2000 to 2001.

Net interest expense increased by approximately $14,000 due to greater
levels of debt outstanding, and a decrease in offsetting interest income. The
issuance of the convertible debenture in September 2001 was the primary cause
for the increase in debt levels.

Net loss for the year increased from a loss of ($491,377) in 2000 to a
loss of ($1,299,651) in 2001.

9



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Commitments

In connection with the funding arrangement from the Technical Research and
Development Authority of the State of Florida (TRDA), the Company is
obligated to TRDA for royalty payments equal to three times the amount funded
by TRDA. The total obligation to TRDA at June 30, 2002 is $616,304, which
consisted of the unpaid funded liability of $205,435 and related royalty
expense of $410,869. The estimated future maturities of this payable are shown
in the table below.

The Company has a current material commitment with its landlord. Global
Energy leases a 20,540 square foot facility in an industrial park in Odessa,
Florida. The lease is for a period of five years with an automatic renewal
clause for each additional year. The current lease amount is $4.69 per square
foot annually ($8,021 monthly, including rent, insurance, taxes and other pass
through items), increasing each year on the anniversary of the lease.

Under the terms of contracts executed on March 30, 2002, the Company is
obligated to two individuals to pay consulting expenses totaling $10,000 per
month for the following twelve months.

The following table presents a summary of the Companys contractual
obligations and other commercial commitments as of June 30, 2002.

|                                   |  |       |           |        |  |                        |         |        |  |         |         |       |  |  |         |  |  |  |   | 
|---------------------------------- |  | ----- | --------- | ------ |  | ---------------------- | ------- | ------ |  | ------- | ------- | ----- |  |  | ------- |  |  |  | - | 
|                                   |  |       |           |        |  | Payments due by Period
|                                   |  |       |           |        |  |                       
|                                   |  |       |           |        |  | Less than              |         | 1 to 3 |  | 4 to 5  |         | After
|                                   |  | Total |           | 1 year |  | Years                  |         | Years  |  | 5 Years
|                                   |  |       |           |        |  |                        |         |        |  |        
|Royalties payable                  |  |       | 616,304   |        |  |                        | 587     |        |  |         | 193,822 |       |  |  | 421,895 |  |  |  | 0 | 
|                                  
|                                  
|                                  
|                                  
|Notes payable                      |  |       | 585,000   |        |  |                        | 585,000 |        |  |         | 0       |       |  |  | 0       |  |  |  | 0 | 
|                                  
|                                  
|                                  
|                                  
|Operating leases                   |  |       | 435,047   |        |  |                        | 98,658  |        |  |         | 211,754 |       |  |  | 124,635 |  |  |  | 0 | 
|                                  
|                                  
|                                  
|                                  
|Other contractual
obligations      |  |       | 90,000    |        |  |                        | 90,000  |        |  |         | 0       |       |  |  | 0       |  |  |  | 0 | 
|                                  
|                                  
|                                  
|                                  
|Total contractual
cash obligations |  |       | 1,726,351 |        |  |                        | 774,245 |        |  |         | 405,576 |       |  |  | 546,530 |  |  |  | 0 | 

Liquidity And Capital Resources

2001

The Company incurred a net loss for 2001 for the reasons described above.
Of this loss, over $630,000 represented the expensing of the value of certain
shares of common stock, stock options and warrants, that were issued in
consideration for services and other expenses attributable to the difference
between the exercise prices established for newly issued stock options and
warrants and the trading value of the stock. Such expenses did not represent a
use of cash. Increases in cost and estimated earnings in excess of billings,
inventory and prepaid items, and decreases in accounts payable, brought the net
cash loss from operations to $864,959.

Net cash invested during 2001 included technical and office equipment
purchases of approximately $60,903 and investments in patents of $51,466.

Net cash from financing during 2001 included the issuance of a $500,000
convertible debenture on September 28, 2001 and Common Stock issues for cash
totaling $750,000. The debenture and its accrued interest ($10,849) were
converted into 510,849 shares of Common Stock subsequent to year-end.

2002 and prospectively

Global Energy does not expect any significant purchases or sales of
furniture or equipment, and does not plan to materially change the number of
its employees, until it is able to raise the capital required to further expand
its operations. The Company has no bank lines of credit.

On March 30, 2002 the Company and one of its principal stockholders, Mr.
Robert Smith, entered into an Investment Agreement. This agreement called for
Mr. Smith to lend up to $761,000 to Global on preset dates

10



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##### Table of Contents



through July of 2002. Pursuant to that Investment Agreement, the Company
borrowed $590,000 from Mr. Smith and issued to Mr. Smith, as additional
consideration for lending such amounts to the Company, warrants to purchase up
to 393,333 shares of our Common Stock at an exercise price of $1.50 per share,
exercisable for three years from the date of the loan. The Company issued its
promissory notes with respect to the borrowed amounts, each bearing interest at
8% per annum, due six months after the date of the note or, if earlier, upon
the Companys obtaining permanent equity financing and secured by a pledge of
substantially all of the assets of the Company.

During June, July and August, 2002, Mr. Richardson lent the Company
$85,000 and Mr. Toomey lent the Company $85,000 pursuant to an Investment
Agreement. The Company issued its promissory notes with respect to the
borrowed amounts, each bearing interest at 4-3/4% per annum and due on demand.

On August 21, 2002 Quest Capital Alliance, L.L.C. (Quest Capital), a
third party not affiliated with the Company or any director or officer of the
Company lent the Company $120,000 pursuant to an Investment Agreement. The
Company issued a promissory note bearing interest at 8% per annum, due six
months after the date of the note or, if earlier, upon the Companys obtaining
permanent equity financing and secured by a pledge of substantially all of the
assets of the Company of equal priority with the security interest in favor of
Mr. Smith. The Company also issued to Quest Capital warrants to purchase up to
80,000 shares of its Common Stock at an exercise price of $1.50 per share,
exercisable for three years from the date of the loan.

During September 2002, as an inducement to Quest Capital to provide
financing to the Company, the Company requested and received the commitment of
Mr. Toomey and Mr. Richardson to provide additional financing on an equal
priority with the financing from Mr. Smith and from Quest Capital. The
commitment was reflected in an Investment Agreement. As an inducement to Mr.
Toomey and Mr. Richardson to make such commitment, the Company issued warrants
to Mr. Richardson to purchase 56,667 shares of Common Stock, and to Mr. Toomey
to purchase 56,667 shares of Common Stock, at an exercise price of $1.50 per
share, exercisable for three years from the dates of the loans. The terms of
the Companys previously issued promissory notes payable to Messrs. Richardson
and Toomey also were amended to provide that (1) the notes would be due six
months after the date of the note or, if earlier, upon the Companys obtaining
permanent equity financing, and not on demand, (2) the notes would bear
interest at 8% per annum, and (3) the notes would be secured by a pledge of
substantially all of the assets of the Company of equal priority with the
security interests in favor of Mr. Smith and Quest Capital. In connection with
such transactions, Mr. Richardson lent the Company an additional $45,000 in
September 2002 under a promissory note bearing interest at 8% per annum, due
six months after the date of the note or, if earlier, upon the Companys
obtaining permanent equity financing and secured by an equal priority pledge of
substantially all of the assets of the Company. As additional consideration
for lending such amount to the Company, the Company issued to Mr. Richardson a
warrant to purchase up to 30,000 shares of our Common Stock at an exercise
price of $1.50 per share, exercisable for three years from the date of the
loan.

On October 2, 2002, the Company, Quest, Mr. Smith, and Messrs. Richardson
and Toomey entered into an Investment Agreement that superseded and replaced
(including as to any remaining unfunded commitments) the financing arrangements
reflected in the above described Investment Agreements with Quest, Mr. Smith,
and Messrs. Richardson and Toomey. Pursuant to the new Investment Agreement,
Quest agreed to lend the Company $200,000, in addition to its prior 2002 loans
of $120,000 (which remain outstanding), Mr. Richardson agreed to lend the
Company $74,004, in addition to his prior 2002 loans of $130,000 (which remain
outstanding), Mr. Toomey agreed to lend the Company $56,003, in addition to his
prior 2002 loans of $85,000 (which remain outstanding), and Mr. Smith agreed to
lend the Company $270,000, in addition to his prior 2002 loans of $590,000
(which remain outstanding). The new Investment Agreement provides that, with
respect to each new loan, the Company will issue its promissory note bearing
interest at 8% per annum, due April 1, 2003 or, if earlier, the date the
Company has raised at least $2,700,000 in cash proceeds from equity financing
and secured by an equal priority pledge of substantially all of the assets of
the Company. The maturity dates of all then outstanding loans from these
persons to the Company were also simultaneously amended to match these revised
maturity date terms. With respect to each loan, the Company is required to
issue to the respective lender a warrant to purchase a specified number of
shares at an exercise price of $1.00 per share, exercisable for three years
from the date of the loan. Pursuant to this agreement, as of October 16, 2002,
Quest has lent the Company $200,000 and has received warrants to purchase
1,600,000 shares, Mr. Richardson has lent the Company $46,144 and has received
warrants to purchase 324,572 shares, and Mr. Toomey has lent the Company
$33,858 and has received warrants to purchase 235,429 shares, in each case on
the terms called for by the new Investment Agreement. We expect to borrow the
remaining amounts committed to

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##### Table of Contents



be lent under the new Investment Agreement by the end of 2002. The table
below summarizes certain data about these loans:

|                  |  |               |         |                  |  |                            |         |             |  |                                                         |         |             |  |  |           |  |  |   |         |  |  |  |           | 
|----------------- |  | ------------- | ------- | ---------------- |  | -------------------------- | ------- | ----------- |  | ------------------------------------------------------- | ------- | ----------- |  |  | --------- |  |  | - | ------- |  |  |  | --------- | 
|                  |  |               |         |                  |  |                            |         |             |  | Pursuant to the Investment Agreement of October 2, 2002
|                  |  |               |         |                  |  |                            |         |             |  |                                                        
|                  |  | Outstanding   |         | New loans made   |  | Projected additional loans
|                  |  | As of 9/30/02 |         | Through 10/16/02 |  | From 10/17 to 12/31/02    
|                  |  |               |         |                  |  |                           
|                  |  | Loans         |         | Warrants(#)      |  | Loans                      |         | Warrants(#) |  | Loans                                                   |         | Warrants(#)
|                  |  |               |         |                  |  |                            |         |             |  |                                                         |         |            
|Robert Smith      |  | $             | 590,000 |                  |  |                            | 393,333 |             |  | $                                                       | 0       |             |  |  |          |  |  | $ | 270,000 |  |  |  | 1,080,000 | 
|                 
|                 
|                 
|                 
|Quest Capital     |  |               | 120,000 |                  |  |                            | 80,000  |             |  |                                                         | 200,000 |             |  |  | 1,600,000 |  |  |   |        |  |  |  |          | 
|                 
|                 
|                 
|                 
|Joseph Richardson |  |               | 130,000 |                  |  |                            | 86,667  |             |  |                                                         | 46,144  |             |  |  | 324,572   |  |  |   | 27,860  |  |  |  | 267,432   | 
|                 
|                 
|                 
|                 
|Peter Toomey      |  |               | 85,000  |                  |  |                            | 56,667  |             |  |                                                         | 33,858  |             |  |  | 235,429   |  |  |   | 22,145  |  |  |  | 212,574   | 
|                 
|                 
|                 
|                 
|Totals            |  | $             | 925,000 |                  |  |                            | 616,667 |             |  | $                                                       | 280,002 |             |  |  | 2,160,001 |  |  | $ | 320,005 |  |  |  | 1,560,006 | 

|         |  |                                                                                                               |  |                                                                                                               |  |                                                                                                                          
|-------- |  | ------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------
|Loans    |  | All loans at 8%, with
interest payable at
maturity. Matures on April
1, 2003, or earlier upon
certain events. |  | All loans at 8%, with
interest payable at
maturity. Matures on April
1, 2003, or earlier upon
certain events. |  | All loans will be at 8%, with
interest payable at
maturity. Will mature on
April 1, 2003, or earlier upon
certain events.
|        
|        
|        
|        
|         |  |                                                                                                               |  |                                                                                                               |  |                                                                                                                          
|        
|        
|        
|        
|Warrants |  | Warrants are exercisable
at an exercise price of
$1.50 per share.                                             |  | Warrants are exercisable
at an exercise price of
$1.00 per share.                                             |  | Warrants will be exercisable
at an exercise price of
$1.00 per share.                                                    

The liquidity needs of the Company in 2002 and 2003 are expected to
continue to arise mostly from the companys operating activities and in part
from capital expenditures for patents and for some additional furniture and
equipment. As of October 18, 2002, Global had approximately $120,000 in cash
with which to satisfy its future liquidity requirements. At its current planned
level of operations, the Company would require a minimum of approximately $1.5
million through the end of 2003 to fund these liquidity needs. In addition to
the funds from the Investment Agreement, the Company plans to satisfy its
liquidity requirements for the balance of 2002 and for 2003 through additional
equity and debt financing. As of the date of this report, Global has begun
exploring opportunities for securing up to $4.0 million of additional equity or
debt financing. The actual amount of additional financing that will be needed
will depend in part upon the amount of cash needed for operations, which will
be impacted by gross cash generated from product sales. Product sales for 2002
have been under the Companys expectations. Although the Company is hopeful
that product sales will improve significantly in 2003, there can be no
assurance that the Company will achieve its product sales goals or that, even
if such product sales goals are achieved, that gross margins and/or operating
expenses will be within targeted levels. The expected liquidity needs are
based in part upon a targeted increase in gross profit margin percentage to
29%, compared to the Companys historical gross profit margins of 12% in 2000,
22% in 2001 and 21% through the third quarter of 2002. The gross profit margin
percentage is expected to increase beyond historical levels as the number of
sales and the total revenues increase, allowing the Company to take advantage
of selected economies of scale in the purchasing of components and in
production costs. To the extent that Global is unable to obtain further debt
or equity financing or to the extent that sales are slower to develop than
management is now expecting and the combined debt and equity financing is
insufficient to cover the shortfall, Global would not be able to continue
operations as currently conducted.

Risks And Uncertainties

An investment in our Common Stock is speculative and involves a
substantial degree of risk. Investors should carefully consider, along with
other information in this report, the following considerations and risks in
evaluating an investment in our Common Stock. You should not purchase any
Common Stock unless you can afford to lose your entire investment.

12



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We have accumulated a deficit and anticipate future losses.

From inception through June 30, 2002, our revenues have been sporadic and
we have an accumulated deficit of ($4,622,435). Many of our products are in the
early stages of commercialization, while others are still under development.
The products scheduled for manufacturing and distribution will require
significant production, sales and marketing expenditures that, together with
projected general and administrative expenses along with continuing expenses to
develop and patent additional technologies, will cause anticipated additional
operating losses for the near future. We cannot predict when we will become
profitable. If we cannot achieve profitability, investors in our Common Stock
will likely lose their entire investment.

If we are unable to protect our intellectual property, we may be unable to
compete.

Our products rely on our proprietary technology, and we expect that future
technological advancements made by us will be critical to sustain market
acceptance of our products. Therefore, we believe that the protection of our
intellectual property rights is, and will continue to be, important to the
success of our business. Patent and trade secret laws and other restrictions on
disclosure and use of our intellectual property rights may not prevent
unauthorized parties from copying or otherwise obtaining and using our products
or technology. Monitoring unauthorized use of our products is difficult, and we
cannot be certain that the steps we have taken will prevent unauthorized use of
our technology, particularly in foreign countries where applicable laws may not
protect our proprietary rights as fully as in the United States. In addition,
the measures we undertake may not be sufficient to adequately protect our
proprietary technology and may not preclude competitors from independently
developing products with functionality or features similar to those of our
products.

Our patent rights are subject to royalty fees and to the risk of loss.

Our products incorporate the proprietary technology covered by the
Companys patents, which were assigned and/or licensed to the Company by the
inventors of the underlying technology. Information regarding those
arrangements is set forth under Our Business  Technology. The Company will
be required to make royalty payments to the inventors with respect to sales of
products incorporating the patented technology, and also to actively
commercialize the technology. If the Company fails to pay the required
royalties or fails to use reasonable efforts to generate income on products
covered by a patent, the inventors have the right to terminate the related
agreement. Minimum royalties under the Companys patent agreements as in effect
on the date of this report would amount to $10,000 in 2002, increasing each
year until reaching $610,000 in 2009 and following years. The company also has
a note payable to TRDA under which the company repays TRDA based on the level
of sales of certain products, and TRDA has a priority claim to proceeds from
the sale of certain of the companys products. Loss of the rights to use these
patents would render the Company unable to manufacture, market and sell some or
all of its products and thereby seriously jeopardize the Companys ability to
survive.

Our efforts to protect our intellectual property may involve us in costly and
lengthy litigation than could seriously harm our business.

In recent years, there has been significant litigation in the United
States involving patents, trademarks and other intellectual property rights.
Although we have not been involved in intellectual property litigation, we may
become involved in litigation in the future to protect our intellectual
property or defend allegations of infringement asserted by others. Legal
proceedings could subject us to significant liability for damages or invalidate
our intellectual property rights. Any litigation, regardless of its outcome,
would likely be time consuming and expensive to resolve and would divert
managements time and attention. Any potential intellectual property litigation
also could force us to take specific actions, including:



| |  |  | cease selling our products that use the challenged
intellectual property;                                                                                                                              
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | obtain from the owner of the infringed intellectual property
right a license to sell or use the relevant technology or trademark,
which license may not be available on reasonable terms, or at all;
or
|
| |  |  | redesign those products that use infringing intellectual
property or cease to use an infringing patent.                                                                                                

13



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Any of these actions would likely preclude us from selling our most
valuable products, and therefore might force us to cease operations.

We have no experience in manufacturing our products in commercial quantities
and our current manufacturing facilities have limited capacity.

We have manufactured our products in limited quantities only. To be
financially successful, however, we (or third parties on our behalf) will have
to manufacture our products in commercial quantities at acceptable costs while
also maintaining the quality control we have achieved in manufacturing these
products in limited quantities. This presents a number of challenges for the
Company and we cannot be sure that we will be successful in developing
manufacturing processes or in locating third party manufacturers that permit us
to accomplish these tasks. Although our facilities are adequate to manufacture
limited quantities of all our products, we do not have the capacity to
manufacture certain of our products in commercial quantities. For the
manufacture of those products, we plan to contract with third party
manufacturers if suitable terms can be arranged. If we are unable to obtain
such arrangements, we may be forced to manufacture our products with our own
limited resources. If we are unable to manufacture or obtain quality products
in commercial quantities at acceptable costs, then we may not be able to
maintain product inventories at levels necessary to generate and support
product sales and we may not be able to generate sufficient revenue to survive.

We have limited experience in marketing and selling our products and our
marketing strategy is untested.

Our initial strategy is to market a complete line of equipment for the
commercial unitary air conditioning market. As our products become ready for
commercial distribution, we will have to develop a marketing and sales
organization, or utilize existing distribution channels in the HVAC industry.
Our initial sales strategy will be to rely heavily on selling our products
through existing distributors and/or HVAC contractors. Over time we plan to
supplement the sales activities of distributors and contractors with a limited
number of Company personnel dedicated to making direct sales of our products,
primarily to national accounts customers and governmental agencies. We also
intend to evaluate using manufacturer representatives to make direct sales to
customers. Our planned marketing strategy is untested and we do not know
whether it will be successful. If we are unable to market and sell our products
in commercial quantities we may not be able to generate sufficient revenue to
survive.

We may be unable to sell our products at the prices we establish.

While actual pricing will vary based on market conditions and other
factors, we anticipate that our products generally will be priced higher than
competitors products. We will be unable to sell our products at higher prices
than our competitors unless our customers consider our higher prices to be more
than offset by increased operational efficiency and lower operating expenses of
its equipment when compared to the products available from other manufacturers.
Customers may be unwilling to pay the established prices for our products if
our equipment does not achieve such operational efficiencies or lower operating
expenses, if we do not effectively communicate such factors to customers, or
for other reasons. If we are unable to market and sell our products in
commercial quantities we may not be able to generate sufficient revenue to
survive.

We may not be successful in establishing relationships with federal and state
agencies, which are among our target customers.

We hope to sell some of our products to the Federal government and to
various state and local governments, as this group of customers has
demonstrated its willingness to pay more upfront for products that will save
energy. These government entities priorities may change, their funding may be
insufficient to allow them to purchase our products, they may defer their plans
to purchase products, or they may discontinue buying appliances that reduce
their energy consumption.

We are a relatively small company with limited resources compared to some of
our current and potential competitors.

The markets in which we compete are intensely competitive. Many of our
current and potential competitors have longer operating histories,
significantly greater resources, broader name recognition and a larger customer
base than we have. As a result, these competitors may have greater credibility
with our existing and potential customers.

14



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They also may be able to adopt more aggressive pricing policies and devote
greater resources to the development, promotion and sale of their products than
we can to ours, which would allow them to respond more quickly than us to new
or emerging technologies or changes in customer requirements. In addition, some
of our current and potential competitors have established supplier
relationships with our current or potential customers. These competitors may be
able to leverage their existing relationships to discourage these customers
from purchasing products from us or to persuade them to replace our products
with their products. Increased competition could decrease our prices, reduce
our sales, lower our margins, or decrease our market share. These and other
competitive pressures could prevent us from competing successfully against
current or future competitors and could materially harm our business.

Certain legal risks and uncertainties relating to our products could subject us
to claims for damages.

In the course of our business, we are exposed to legal risks and
uncertainties, including the possibility of product liability or warranty
claims by our customers or others. Any such claim could be time-consuming and
costly, could exceed the amounts covered by our insurance or involve a matter
not covered by insurance, and could harm our business and financial condition.

Our substantial leverage, the pledge of our assets to secure the debt and the
restrictions imposed by our existing debt instruments will limit our ability to
finance future operations or capital needs, may place us at a competitive
disadvantage in our industry and may otherwise have a material adverse effect
on the Company.

We are leveraged with a substantial amount of short term indebtedness and
thus have significant short term debt service obligations. Most of our debt
outstanding as of October 16, 2002 is secured by a pledge of substantially all
of our assets and matures in April 2003. Our existing debt instruments and the
terms of any future debt may impose operating and other restrictions on us.
Thus, our significant debt and debt service requirements could adversely affect
our ability to operate our business and may limit our ability to take advantage
of potential business. If we are unable to generate funding to pay our debt
service or if we were to violate any of the operating or other restrictions
imposed by our debt instruments, a default may occur. If such a default
occurs, the lenders who have a security interest in our assets may elect to
declare their obligations due and payable and, ultimately, to proceed against
the collateral granted to them to secure the debt. Because the collateral
comprises substantially all of our assets, any successful effort to realize on
such collateral would have a material adverse effect on the Company, its
ability to conduct its business and the ability of the Companys stockholders
to realize anything on their investment.

Our common stock may experience extreme market price and volume fluctuations.

The market price of our common stock has little trading history, and has
historically experienced significant volatility and may continue to experience
such volatility in the future. We have few publicly traded shares and a limited
number of stockholders, and our stock is currently thinly-traded. Factors such
as technological achievements by us and our competitors, the establishment or
development of strategic relationships with other companies, our introduction
of commercial products, and our financial performance may have a significant
effect on the market price of our common stock. In addition, the stock market
in general, and the stock of technology companies in particular, have in recent
years experienced extreme price and volume fluctuations, which are often
unrelated to the performance or condition of particular companies. Such broad
market fluctuations could adversely affect the market price of our common
stock. Following periods of volatility in the market price of a particular
companys securities, securities class action litigation has often been brought
against a company. If we become subject to this kind of litigation in the
future, it could result in substantial litigation costs, a damages award
against us and the diversion of our managements attention.

We may be unable to raise additional capital to complete our product
development and commercialization plans.

Our product development and commercialization schedule could be delayed if
we are unable to fund our research and development activities or the continuing
development of our manufacturing plans. Our current expectations are that we
will need to seek additional capital through public or private sales of our
securities in order to fund our activities on a long-term basis. We do not know
whether we will be able to secure such additional funding on terms acceptable
to us. We face substantial uncertainties with our business operations and may
not be able to achieve the cash flows that we currently predict. Our current
cash resources, together with revenues from operations and the proceeds, if
any, we may receive from any future financing transactions may not be
sufficient to enable us to reach our cash break-even point. If we are not able
to secure additional funds, investors in our Common

15



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Stock will likely lose their entire investment. If we are successful in
raising additional capital, investors and shareholders could face substantial
dilution of their investments

We need to raise additional capital which, if not obtained, could require us to
cease operations.

As of December 31, 2001 we had approximately $330,000 in cash, and as of
June 30, 2002 we had approximately $17,000 in cash. The decrease reflects our
net loss and negative cash flow from operations in the first six months of
2002, offset by borrowing $515,000 from a private investor pursuant to an
Investment Agreement that provides for additional borrowing of up to $246,000.
However, we would need approximately $1.6 million in net cash available to
operate for the next twelve months, which will require us to obtain additional
financing beyond the Investment Agreement we now have. We may not be able to
obtain such additional financing, or, if available, the terms of the financing
may not be favorable to us or to our shareholders. An inability to raise
additional financing would have a material adverse effect on our business,
prospects, operating results and financial condition and could require us to
cease operations.

The penny stock rules apply to broker-dealer sales of our common stock and
could have a negative effect on the liquidity and market price of our common
stock.

Our common stock is listed on the OTC Bulletin Board. It is not quoted on
any exchange or on Nasdaq, and no other exemptions currently apply. Therefore,
the SEC penny stock rules govern the trading in our common stock. These rules
require, among other things, that any broker engaging in a transaction in our
securities provide its customers with the following:



| |  |  | a risk disclosure document,                                                                            
| | - |  | -------------------------------------------------------------------------------------------------------
|
| |  |  | disclosure of market quotations, if any,                                                               
|
| |  |  | disclosure of the compensation of the broker and its salespersons in the transaction, and              
|
| |  |  | monthly account statements showing the market values of our
securities held in the customers accounts.

The broker must provide the bid and offer quotations and compensation
information before effecting the transaction. This information must be
contained on the customers confirmation. Generally, brokers subject to the
penny stock rules when effecting transactions in our securities may be less
willing to do so. This may make it more difficult for investors to dispose of
our common stock. In addition, the broker prepares the information provided to
the brokers customer. Because we do not prepare the information, we cannot
assure you that such information is accurate, complete or current.

Our common stock is thinly traded, and therefore it may be difficult to sell
your securities at a given time, and at any price, which could result in a loss
on your investment.

As of the date of this report, there are few trades in the public market
for our Common Stock. There is no market maker for of our securities and there
may not be a market maker for our securities in the future. As a result of the
foregoing, investors may be unable to liquidate their investment for any
reason.

We do not anticipate paying dividends on our common stock.

We have never paid dividends on our common stock and we do not anticipate
paying dividends in the foreseeable future. We intend to reinvest any funds
that might otherwise be available for the payment of dividends in further
development of our business.

Four of our stockholders have substantial control over our company and could
delay or prevent a change in corporate control.

A small group of our principal stockholders own, in the aggregate,
approximately 65% of our outstanding common stock. As a result, these
stockholders will be able to exert significant control over all matters
requiring stockholder approval, including the election of directors and
approval of significant corporate transactions. This concentration of voting
power could delay or prevent an acquisition of our company on terms which other
stockholders may desire.

16



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##### Table of Contents






Item 7. Financial Statements.

Reference is made to the financial statements included in this report
immediately following the signature page of this report, which financial
statements are incorporated by reference into this Item 7.




Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

Not applicable.




PART III




Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.

(a)  Directors and Executive Officers

Directors and Officers

The table below identifies the directors and executive officers of the Company.

|                     |  |     |    |                           |  |                                                                 
|-------------------- |  | --- | -- | ------------------------- |  | ----------------------------------------------------------------
|Name                 |  | Age |    | Position(s) and Office(s)
|Joseph H. Richardson |  |     | 53 |                           |  | Chairman, President, Chief Executive Officer, Director          
|                    
|                    
|                    
|                    
|Peter E. Toomey      |  |     | 44 |                           |  | Executive Vice President  CFO, Director                        
|                    
|                    
|                    
|                    
|Todd Van Hyfte       |  |     | 36 |                           |  | Executive Vice President  Marketing and New Product Development
|                    
|                    
|                    
|                    
|Thomas H. Hebert     |  |     | 61 |                           |  | Vice President  Research and Development                       
|                    
|                    
|                    
|                    
|Guy Frankenfield     |  |     | 43 |                           |  | Vice President  Sales                                          
|                    
|                    
|                    
|                    
|Keith Glaze          |  |     | 40 |                           |  | Vice President  Operations                                     
|                    
|                    
|                    
|                    
|Richard E. Wiles     |  |     | 58 |                           |  | Director                                                        
|                    
|                    
|                    
|                    
|Peter S. Fox-Penner  |  |     | 47 |                           |  | Director                                                        

Joseph H. Richardson.Mr. Richardson was elected as President and Chief
Executive Officer and Chairman of the Board of Directors on March 30, 2002.
Prior to his association with Global, Mr. Richardson was employed by Florida
Progress Corporation for close to twenty-five years. Florida Progress
Corporation was a NYSE-listed, Fortune-500 company. Throughout that period, Mr.
Richardson served in a variety of positions at both Florida Progress and its
principal subsidiary, Florida Power Corporation. Mr. Richardson served as
President of Florida Power Corporation from April 1996 through November 2000,
at which time both companies were acquired by Carolina Power & Light Company.
Mr. Richardson earned a BA degree in Economics from Cornell University, and a
J.D. degree from Florida State University.

Peter E. Toomey.Mr. Toomey was elected as Vice President, Chief Financial
Officer and Director on March 30, 2002. Prior to his association with Global,
Mr. Toomey was employed by Florida Progress Corporation for over sixteen years.
Mr. Toomey served in a variety of financial positions at both Florida Progress
and its subsidiaries. Mr. Toomey served as Vice President of Corporate
Development at Florida Progress Corporation from April 1997 through November
2000, at which time that company was acquired by Carolina Power & Light
Company. Mr. Toomey earned a BS degree in Economics from Florida State
University and an MBA from the University of South Florida.

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Todd Van Hyfte.Mr. Van Hyfte was elected and appointed as Executive Vice
President and Director on October 12, 2001. He resigned from the Board on March
30, 2002. From June 1998 to September 2001, Mr. Van Hyfte served as Manager of
Product Strategies of Lennox International, a subsidiary of Lennox Industries.
From April 1997 to June 1998, he served as Product Manager of Alco Controls
Division of Emerson Electric Company. From May 1992 to April 1997, Mr. Van
Hyfte served as Senior Marketing Engineer (International Group) for The Trane
Company, a subsidiary of American Standard. Mr. Van Hyfte earned a BS degree in
Electrical Engineering Technology from Southern Illinois University, and an MBA
from University of Dallas.

Thomas H. Hebert.Mr. Hebert has served as Vice President  Research and
Development since October 12, 2001 and 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.

Richard E. Wiles.Mr. Wiles served as President and Chief Executive
Officer from October 12, 2001 until March 30, 2002. Mr. Wiles was elected
Chairman of GEER in June 2001. Mr. Wiles served GEER in these capacities and as
a Director from its inception in February 1998. Prior to his association with
GEER, Mr. Wiles served from May 1975 to June 1995 as President of Richard E.
Wiles Corp., a company specializing in land development. From June 1995 to
January 1998, Mr. Wiles served as President of Sun South Corp. Mr. Wiles earned
a BA degree in Business Administration from Coe College, Cedar Rapids, Iowa.

Peter S. Fox-Penner.Dr. Fox-Penner was elected as a Director on June 26,
2002 to fill the vacancy created by the expansion of the companys board from
three to four directors. Sine 1996, Dr. Fox-Penner has been a Principal and
Director of The Brattle Group, a Washington, D.C. based economic consulting
firm. Dr. Fox-Penner was elected Chairman of the Brattle Group in 2002 and
continues to serve in that capacity. Prior to joining the Brattle Group, Dr.
Fox-Penner served as the Principal Deputy Assistant Secretary for Energy
Efficiency and Renewable Energy of the Department of Energy, where he held COO
responsibilities for the unit of the DOE with a budget of approximately $1
billion. Dr. Fox-Penner received his B.S. in Electrical Engineering and his
M.S. in Mechanical Engineering from the University of Illinois and his Ph.D. in
Economics from the Graduate School of Business, University of Chicago.

Guy Frankenfield.Mr. Frankenfield was appointed Vice President  Sales on
July 22, 2002. 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 B.S. degree in
Mechanical Engineering from Lehigh University, and has a professional
engineering license in both New York and Florida.

Keith Glaze.Mr. Glaze was appointed Vice President  Operations on
October 12, 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 on, he was the Regional Sales Manager with responsibility
for inventory control and distribution for the Jacksonville, Florida region.
Mr. Glaze has a B.S. degree in business administration from Trinity College.

(b)  Section 16(a) Beneficial Ownership Reporting Compliance

Mr. Richard Wiles and Mr. Eugene Cornett each did not timely file two
Forms 4 required to be filed by them in connection with two transactions each,
and Mr. Thomas Hebert and Dr. Neal Stubbs each did not timely file one

18



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Form 4 required to be filed by them in connection with one transaction
each, completed during the Companys fiscal year ended December 31, 2001.




Item 10. Executive Compensation.

Summary

The following table sets forth information concerning the compensation
paid or accrued by Global during the three fiscal years ended December 31, 2001
to its chief executive officer. No other executive officer received annual
compensation in excess of $100,000 in any such fiscal year.

Summary Compensation Table

|                   |  |                     |      |                        |  |       |        |              |  |              |   |              |  |         |         |              |  |            |   |      |  |           |   |  |  |   |   |  |  |   |   | 
|------------------ |  | ------------------- | ---- | ---------------------- |  | ----- | ------ | ------------ |  | ------------ | - | ------------ |  | ------- | ------- | ------------ |  | ---------- | - | ---- |  | --------- | - |  |  | - | - |  |  | - | - | 
|                   |  | Annual Compensation |      | Long-Term Compensation
|                   |  |                     |      |                       
|Name and Principal |  | Fiscal              |      |                        |  |       |        |              |  |              |   | Other Annual |  |         |         |              |  | Restricted |   | LTIP |  | All Other
|Position           |  | Year                |      | Salary                 |  | Bonus |        | Compensation |  | Options/SARS |   | Stock Awards |  | Payouts |         | Compensation
|                   |  |                     |      |                        |  |       |        |              |  |              |   |              |  |         |         |             
|Richard E. Wiles,  |  |                     | 2001 |                        |  | $     | 86,400 |              |  | $            | 0 |              |  | $       | 101,500 | (1)          |  |            | 0 |      |  |           | 0 |  |  | $ | 0 |  |  | $ | 0 | 
|                  
|                  
|                  
|                  
|Former President   |  |                     | 2000 |                        |  | $     | 31,600 |              |  | $            | 0 |              |  | $       | 0       |              |  |            | 0 |      |  |           | 0 |  |  | $ | 0 |  |  | $ | 0 | 
|                  
|                  
|                  
|                  
|and CEO            |  |                     | 1999 |                        |  | $     | 24,600 |              |  | $            | 0 |              |  | $       | 0       |              |  |            | 0 |      |  |           | 0 |  |  | $ | 0 |  |  | $ | 0 | 

(1)  Reflects a grant of 250,000 shares on November 26, 2001. Such shares fully
vested three months after the date of grant, on February 26, 2002. As of
December 31, 2001, Mr. Wiles held all such shares of restricted stock. The
valuation of the stock shown is based upon the market value of stock trading on
the date of the grant, adjusted downward for, among other things, the inability
to sell such a block of stock in light of the thin trading activity in Globals
stock. If valued solely on the basis of the closing market price of the
Companys Common Stock on the date of grant, such shares would be valued at
$1,125,000. Restricted shares are entitled to receive dividends, if any,
declared with respect to the Common Stock.

Option/SAR Grants; LTIP Awards

As of the end of its most recent fiscal year, the Company had not at any
time granted any stock options or SARs, nor had the Company adopted or made any
awards under any long term incentive plan.

Compensation of Directors

The Company pays its non-employee directors an annual retainer of $10,000,
currently payable in cash. The Company also pays non-employee directors a
meeting fee of $1,000 per meeting, payable in cash, and reimburses its
directors for any expenses associated with attending the meetings. At this
time, the Company has not determined to pay any additional amounts for
committee participation or special assignments. The Companys policy provides
that employee directors receive no compensation for their services on the Board
of Directors.

Executive Employment and Change-in-Control Arrangements

On March 30, 2002, the Company entered into employment agreements with Mr.
Richardson and Mr. Toomey. Under these agreements, each individual is employed
for a period of three years, with automatic annual renewals. Key provisions of
the agreements include:

     Mr. Richardsons base salary will be $125,000, $150,000 and $175,000 for
the first, second and third years, respectively;

     Mr. Toomeys base salary will be $100,000, $125,000 and $150,000 for the
first, second and third years, respectively;

     The agreements may be terminated by the Company, either with good cause
(as defined in the agreements) or without good cause (as defined in the
agreements). Terminations without good cause would require payment

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of accrued compensation and benefits plus a lump-sum severance payment
amounting to compensation that otherwise would be earned through the end of
the then current term;

     Generally, a change in the positions, roles or responsibilities of Mr.
Richardson or Mr. Toomey in a manner adverse to the employee would be deemed
a termination without cause under the employment agreements;

     Termination of employment within three years of a change in control of the
Company would require payment of accrued compensation and benefits plus a
lump-sum severance payment amounting to three years base salary plus bonus
compensation;

     Both employees are subject to certain non-competition and non-solicitation
provisions.




Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.

(a) Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial
ownership of our Common Stock as of November 8, 2002 by:

     each person, or group of affiliated persons, who is known by us to

     beneficially own more than 5% of our Common Stock;

     each of our directors;

     each of our named executive officers; and

     all of our directors and executive officers as a group.

The column entitled Percentage of Ownership is based on there being
13,183,639 shares of Common Stock outstanding as of November 8, 2002. All
shares of Common Stock subject to any option or warrant currently exercisable
(or exercisable within 60 days of October 20, 2002) are deemed to be
outstanding for the purpose of computing the percentage of ownership of the
person holding such option or warrant, but are not deemed to be outstanding for
computing the percentage of ownership of any other person. Unless otherwise
indicated below, each shareholder named in the table has sole voting and
investment power with respect to all shares beneficially owned, subject to
applicable community property laws. Unless otherwise indicated in the table, a
mailing address of each individual listed in the table is c/o Global Energy
Group, Inc., 2346 Success Drive, Odessa, Florida 33556.

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|                                                  |  |                     |               |               |  |  |       |  
|------------------------------------------------- |  | ------------------- | ------------- | ------------- |  |  | ----- | -
|                                                  |  | Number of Shares of |               |               |  | 
|Name and Address                                  |  | Common Stock        |               | Percentage of
|of Beneficial Owner                               |  | Beneficially Owned  |               | Ownership    
|                                                  |  |                     |               |              
|Joseph H. Richardson                              |  |                     | 870,599(1)    |               |  |  | 6.19  | %
|                                                 
|                                                 
|                                                 
|                                                 
|Peter E. Toomey                                   |  |                     | 548,063(2)    |               |  |  | 3.99  |  
|                                                 
|                                                 
|                                                 
|                                                 
|Todd Van Hyfte                                    |  |                     | 50,000(3)     |               |  |  | *     |  
|                                                 
|                                                 
|                                                 
|                                                 
|Guy S. Frankenfield                               |  |                     | - 0-          |               |  |  | *     |  
|                                                 
|                                                 
|                                                 
|                                                 
|W. Keith Glaze                                    |  |                     | 65,071(4)     |               |  |  | *     |  
|                                                 
|                                                 
|                                                 
|                                                 
|Thomas H. Hebert                                  |  |                     | 1,456,205     |               |  |  | 11.05 | %
|                                                 
|                                                 
|                                                 
|                                                 
|Richard E. Wiles                                  |  |                     | 1,784,798     |               |  |  | 13.54 | %
|                                                 
|                                                 
|                                                 
|                                                 
|Peter S. Fox-Penner                               |  |                     | - 0-          |               |  |  | *     |  
|                                                 
|                                                 
|                                                 
|                                                 
|Eugene Cornett                                    |  |                     |               |               |  |  |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|27110 Coral Springs Drive                         |  |                     |               |               |  |  |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|Wesley Chapel, FL 33543                           |  |                     | 1,786,467     |               |  |  | 13.55 | %
|                                                 
|                                                 
|                                                 
|                                                 
|Quest Capital Alliance, L.L.C                     |  |                     |               |               |  |  |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|3140 E. Division St                               |  |                     |               |               |  |  |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|Springfield, MO 65802                             |  |                     | 1,850,000 (5) |               |  |  | 12.45 | %
|                                                 
|                                                 
|                                                 
|                                                 
|Dr. Neal S. Stubbs                                |  |                     |               |               |  |  |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|928 Oakfield Drive                                |  |                     |               |               |  |  |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|Brandon, FL 33551                                 |  |                     | 3,381,373     |               |  |  | 25.65 | %
|                                                 
|                                                 
|                                                 
|                                                 
|Robert J. Smith                                   |  |                     |               |               |  |  |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|3865 Turtle Hatch Road                            |  |                     |               |               |  |  |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|Springfield, MO 65809                             |  |                     | 1,085,333(6)  |               |  |  | 8.23  | %
|                                                 
|                                                 
|                                                 
|                                                 
|All officers and directors
as a group (8 persons) |  |                     | 4,774,736     |               |  |  | 32.54 | %

*less than 1%

(1)  Includes options to purchase 370,212 shares of Common Stock of the Company,
and warrants to purchase 500,387 shares of common stock issued in conjunction
with loans made to the Company. Such shares, though not yet issued, are deemed
to be beneficially owned because the stock options and warrants either are
currently exercisable or will become exercisable within 60 days to the extent
of the numbers of shares shown.

(2)  Includes options to purchase 185,106 shares of Common Stock of the Company,
and warrants to purchase 362,957 shares of common stock issued in conjunction
with loans made to the Company. Such shares, though not yet issued, are deemed
to be beneficially owned because the stock options and warrants either are
currently exercisable or will become exercisable within 60 days to the extent
of the numbers of shares shown.

(3)  Reflects shares covered by stock options. Such shares, though not yet
issued, are deemed to be beneficially owned because the stock options will
become exercisable within 60 days to the extent of the numbers of shares shown.

(4)  Includes options to purchase 20,000 shares of common stock of the Company.
Such shares, though not yet issued, are deemed to be beneficially owned because
the stock options will become exercisable within 60 days to the extent of the
numbers of shares shown.

(5) Includes warrants to purchase 1,680,000 shares of common stock issued under
Investment Agreements, in conjunction with loans made to the Company. Such
shares, though not yet issued, are deemed to be beneficially owned because the
warrants are currently exercisable to the extent of the numbers of shares
shown.

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(6)  Includes warrants to purchase 393,333 shares of common stock issued under
an Investment Agreement, in conjunction with loans made to the Company. Such
shares, though not yet issued, are deemed to be beneficially owned because the
warrants are currently exercisable to the extent of the numbers of shares
shown.

(7)  On March 30, 2002, Richard E. Wiles, Thomas H. Hebert, Eugene Cornett and
Dr. Neal S. Stubbs executed an Irrevocable Proxy and Voting Agreement with Mr.
Richardson, Mr. Toomey and Global to support a vote for the following items at
the next annual meeting of the shareholders of the Company: (i) for an
amendment of the Companys Certificate of Incorporation and its Bylaws to
establish and maintain a staggered Board of Directors, (ii) for the election of
Mr. Richardson and Mr. Wiles to the class of Directors whose terms will expire
in 2005, and Mr. Toomey to the class whose term will expire in 2004, and (iii)
against any action or agreement that would remove either Mr. Richardson or Mr.
Toomey as a Director, or would result in a termination of their Employment
Agreements. The Proxy and Voting Agreement terminates upon the holding of
Globals annual meeting of shareholders in 2002, at which these matters are to
be voted upon. Each party to the Proxy and Voting Agreement disclaims any
beneficial ownership of any shares owned by any other party to the agreement,
and the table above does not reflect, for any such party, beneficial ownership
of the shares of any other such party. If each party to the agreement were
deemed to beneficially own the shares owned by each other party, then each such
party would thereby be deemed to own approximately 66% of the Companys
outstanding Common Stock.

(b)  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, covers up to 3,000,000 shares of our Common Stock
which 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 422 of the Internal Revenue
Code of 1986. The Board presently administers the Plan. Subject to the express
provisions of the Plan, 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. On November 1, 2001, we issued 55,000 shares under the Plan to a
consultant of the Company as consideration for services rendered. On November
26, 2001 Global issued 550,000 shares under the plan, including 250,000 shares
to Richard E. Wiles, a Director and 50,000 shares to Mr. Thomas Hebert,
Globals Vice President  Research and Development, as compensation for their
services as employees of the Company. The shares granted to Mr. Wiles and Mr.
Hebert, when granted, were subject to a risk of forfeiture that subsequently
lapsed. On March 30, 2002 Global issued options to purchase 555,318 shares of
its common stock to Mr. Richardson, and options to purchase 277,659 shares to
Mr. Toomey. On April 5, 2002, Global issued options to purchase 50,000 shares
of its common stock to Mr. Van Hyfte and options to purchase 20,000 shares to
Mr. Glaze. On July 22, 2002, Global issued options to purchase 50,000 shares
of its common stock to Mr. Guy Frankenfield. No determinations have been made
regarding the persons to whom securities will be granted in the future. The
following table sets forth certain information regarding the plan as of October
31, 2002.

|                                                           |  |                   |         |                   |  |                     |       |  |  |  |           | 
|---------------------------------------------------------- |  | ----------------- | ------- | ----------------- |  | ------------------- | ----- |  |  |  | --------- | 
|                                                           |  | Number of         |         |                   |  |                     |       |  |  | 
|                                                           |  | securities to be  |         |                   |  |                     |       |  |  | 
|                                                           |  | issued upon       |         | Weighted average  |  |                     |       | 
|                                                           |  | exercise of       |         | exercise price of |  | Number of          
|                                                           |  | outstanding       |         | outstanding       |  | securities         
|                                                           |  | options, warrants |         | options, warrants |  | remaining available
|Plan Category                                              |  | and rights        |         | and rights        |  | for future issuance
|                                                           |  |                   |         |                   |  |                    
|Equity compensation
plans approved by security holders     |  |                   | 952,977 |                   |  | $                   | 0.14  |  |  |  | 1,442,023 | 
|                                                           |  |                   |         |                   |  |                     |       |  |  |  |           | 
|Equity compensation plans not approved by security holders |  |                   | - 0 -   |                   |  |                     | - 0 - |  |  |  | - 0 -     | 
|                                                           |  |                   |         |                   |  |                     |       |  |  |  |           | 
|Total                                                      |  |                   | 952,977 |                   |  | $                   | 0.14  |  |  |  | 1,442,023 | 
|                                                           |  |                   |         |                   |  |                     |       |  |  |  |           | 

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Item 12. Certain Relationships and Related Transactions.

Related Party Transactions

During 2000 Mr. Eugene Cornett (a shareholder and at that time also an
executive officer of the Company) lent the Company $55,000 and Mr. Wiles lent
the Company $35,000. These loans were evidenced by promissory notes bearing
interest at 7.5% per annum and were due on demand. On December 27, 2001, Global
issued 18,334 shares of Common Stock to Mr. Cornett and 16,667 shares to Mr.
Wiles in exchange for the cancellation of these promissory notes, including
$10,165 in accrued interest.

At December 31, 2000, Global was obligated in the amount of $103,050
evidenced by a promissory note to a trust controlled by its largest
stockholder, Dr. Neal Stubbs. The note accrued interest at 12% per annum with a
past-due rate of 18% per annum and was to mature on August 5, 2000. Certain
officers of Global personally guaranteed the note. On December 27, 2001, Global
issued 41,334 shares of Common Stock in exchange for the cancellation of this
promissory note, including $47,929 in accrued interest.

During 2001 Richard Wiles (Officer, Director, and shareholder of Global)
lent the Company $30,000. The loan was not evidenced by a promissory note but
accrued interest at 7.5% per annum and was due on demand. The loan, including
accrued interest of $192, was repaid during the same year with $30,192 in cash.

On March 30, 2002, the Company and one of its principal stockholders, Mr.
Robert Smith, entered into an Investment Agreement. This agreement called for
Mr. Smith to lend up to $761,000 to Global on preset dates through July of
2002. Pursuant to that Investment Agreement, the Company borrowed $590,000 from
Mr. Smith and issued to Mr. Smith, as additional consideration for lending such
amounts to the Company, warrants to purchase up to 393,333 shares of our Common
Stock at an exercise price of $1.50 per share, exercisable for three years from
the date of the loan. The Company issued its promissory notes with respect to
the borrowed amounts, each bearing interest at 8% per annum, due six months
after the date of the note or, if earlier, upon the Companys obtaining
permanent equity financing and secured by a pledge of substantially all of the
assets of the Company.

On March 30, 2002, approximately simultaneously with the appointment of a
majority of the Companys board of directors and also the Companys new CEO and
CFO, the Company entered into consulting agreements with Messrs. Wiles and
Cornett calling for monthly payments of $5,000 each for a period of one year.
They are to provide services to assist in the management transition and
generally perform whatever duties the Company requires. Thus far, the Company
has paid $5,000 to each of Messrs. Wiles and Cornett pursuant to such
Agreements and additional payments are being deferred.

During June, July and August, 2002, Mr. Richardson lent the Company
$85,000 and Mr. Toomey lent the Company $85,000 pursuant to an Investment
Agreement. The Company issued its promissory notes with respect to the borrowed
amounts, each bearing interest at 4-3/4% per annum and due on demand.

During September 2002, as an inducement to Quest Capital Alliance, L.L.C.
(Quest Capital), a third party not affiliated with the Company or any
director or officer of the Company, to provide financing to the Company, the
Company requested and received the commitment of Mr. Toomey and Mr. Richardson
to provide additional financing on an equal priority with the financing from
Mr. Smith and from Quest Capital. The commitment was reflected in an Investment
Agreement. As an inducement to Mr. Toomey and Mr. Richardson to make such
commitment, the Company issued warrants to Mr. Richardson to purchase 56,667
shares of Common Stock, and to Mr. Toomey to purchase 56,667 shares of Common
Stock, at an exercise price of $1.50 per share, exercisable for three years
from the dates of the loans. The terms of the Companys previously issued
promissory notes payable to Messrs. Richardson and Toomey also were amended to
provide that (1) the notes would be due six months after the date of the note
or, if earlier, upon the Companys obtaining permanent equity financing, and
not on demand, (2) the notes would bear interest at 8% per annum, and (3) the
notes would be secured by a pledge of substantially all of the assets of the
Company of equal priority with the security interests in favor of Mr. Smith and
Quest Capital. In connection with such transactions, Mr. Richardson lent the
Company an additional $45,000 in September 2002 under a promissory note bearing
interest at 8% per annum, due six months after the date of the note or, if
earlier, upon the Companys obtaining permanent equity financing and secured by
an equal priority pledge of substantially all of the assets of the Company. As
additional consideration for lending such amount to the Company, the

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Company issued to Mr. Richardson a warrant to purchase up to 30,000 shares
of our Common Stock at an exercise price of $1.50 per share, exercisable for
three years from the date of the loan.

On October 2, 2002, the Company, Quest Capital, Mr. Smith, and Messrs.
Richardson and Toomey entered into an Investment Agreement that superseded and
replaced (including as to any remaining unfunded commitments) the financing
arrangements reflected in the above described Investment Agreements with Quest
Capital, Mr. Smith, and Messrs. Richardson and Toomey. Pursuant to the new
Investment Agreement, Quest Capital agreed to lend the Company $200,000, in
addition to its prior 2002 loans of $120,000 (which remain outstanding), Mr.
Richardson agreed to lend the Company $74,004, in addition to his prior 2002
loans of $130,000 (which remain outstanding), Mr. Toomey agreed to lend the
Company $56,003, in addition to his prior 2002 loans of $85,000 (which remain
outstanding), and Mr. Smith agreed to lend the Company $270,000, in addition to
his prior 2002 loans of $590,000 (which remain outstanding). The new
Investment Agreement provides that, with respect to each new loan, the Company
will issue its promissory note bearing interest at 8% per annum, due April 1,
2003 or, if earlier, the date the Company has raised at least $2,700,000 in
cash proceeds from equity financing and secured by an equal priority pledge of
substantially all of the assets of the Company. The maturity dates of all then
outstanding loans from these persons to the Company were also simultaneously
amended to match these revised maturity date terms. With respect to each loan,
the Company is required to issue to the respective lender a warrant to purchase
a specified number of shares at an exercise price of $1.00 per share,
exercisable for three years from the date of the loan. Pursuant to this
agreement, as of October 16, 2002, Quest Capital has lent the Company $200,000
and has received warrants to purchase 1,600,000 shares, Mr. Richardson has lent
the Company $46,144 and has received warrants to purchase 324,572 shares, and
Mr. Toomey has lent the Company $33,858 and has received warrants to purchase
235,429 shares, in each case on the terms called for by the new Investment
Agreement. We expect to borrow the remaining amounts committed to be lent
under the new Investment Agreement by the end of 2002.

Global currently holds the exclusive rights to eight U.S. patents and
eight patent-pending applications pursuant to a series of agreements with the
inventors of the underlying technologies. Under the terms of these agreements,
the Company has the exclusive right to pursue commercial development of the
patented technologies. For all but one of the patents, these agreements are
with Mr. Thomas Hebert, an officer of the Company and the beneficial owner of
1,456,205 shares (or about 11%) of the Companys Common Stock. Mr. Hebert is
entitled to royalty payments from any sales of the products produced by the
Company with the patented technologies. These payments will begin in 2004 and
will be 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, as in effect on the record date for the Annual
Meeting, would amount to $110,000 in 2004, increasing each year until reaching
$600,000 in 2009 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.

Control Persons

As reflected under Item 11, on March 30, 2002, Richard E. Wiles, Thomas H.
Hebert, Eugene Cornett and Dr. Neal S. Stubbs executed an Irrevocable Proxy and
Voting Agreement with Mr. Richardson, Mr. Toomey and Global to support a vote
for various matters. Such persons may be deemed to control the Company by
virtue of such Agreement. Each party to the Proxy and Voting Agreement
disclaims any beneficial ownership of any shares owned by any other party to
the agreement, and the table above does not reflect, for any such party,
beneficial ownership of the shares of any other such party. If each party to
the agreement were deemed to beneficially own the shares owned by each other
party, then each such party would thereby be deemed to own approximately 66% of
the Companys outstanding Common Stock.

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##### Table of Contents






Item 13. Exhibits and Reports on Form 8-K.

(a) Exhibits

The following exhibits are filed as part of this report (exhibits marked with
an asterisk have been previously filed with the Commission as indicated and are
incorporated herein by this reference):

|            |  |                                                                                                                                                                                                                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit no. |  | Description                                                                                                                                                                                                                                                                                                                                           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|3.1*        |  | Amended and Restated Certificate of Incorporation dated October 4,
2001, as filed in the office of the Secretary of State, State of
Delaware on October 10, 2001, effective October 12, 2001 (incorporated
by reference to Exhibit 99.1 to the Companys Current Report on Form
8-K dated October 12, 2001 and filed with the SEC on October 26, 2001)
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|3.2*        |  | Bylaws (incorporated by reference to Exhibit 3.2 to the Companys
Registration Statement on Form SB-2, Registration No. 333-93647, filed
with the SEC on December 27, 1999, as subsequently amended).                                                                                                                                                 
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|4.1*        |  | Global Energy Group, Inc. 2001 Equity Incentive Plan (incorporated
by reference to Exhibit 4.1 to the Companys Registration Statement on
Form S-8, Registration No. 333-72526, filed with the SEC on October 31,
2001)                                                                                                                               
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.1**      |  | Employment agreement  Richardson                                                                                                                                                                                                                                                                                                                     
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.2**      |  | Employment agreement  Toomey                                                                                                                                                                                                                                                                                                                         
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.3**      |  | Consulting agreement  Wiles                                                                                                                                                                                                                                                                                                                          
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.4**      |  | Consulting agreement  Cornett                                                                                                                                                                                                                                                                                                                        
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.5**      |  | Proxy and Voting Agreement                                                                                                                                                                                                                                                                                                                            
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.6+       |  | Investment Agreement dated March 30, 2002                                                                                                                                                                                                                                                                                                             
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.7+       |  | Registration Rights Agreement                                                                                                                                                                                                                                                                                                                         
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.8+       |  | Agreement with the Technical Research and Development Authority                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.9++      |  | Patent Assignment Agreement with Mr. Thomas Hebert  Patent No. 4,599,870                                                                                                                                                                                                                                                                             
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.10++     |  | Patent Assignment Agreement with Mr. Thomas Hebert  Patent No. 5,970,728                                                                                                                                                                                                                                                                             
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.11++     |  | Patent Assignment Agreement with Mr. Thomas Hebert  Patent No. 6,070,423                                                                                                                                                                                                                                                                             
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.12++     |  | Patent Assignment Agreement with Mr. Thomas Hebert  Patent No. 6,116,048                                                                                                                                                                                                                                                                             
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.13++     |  | Patent Assignment Agreement with Mr. Thomas Hebert  Patent No. 6,167,715                                                                                                                                                                                                                                                                             
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.14++     |  | Patent Assignment Agreement with Mr. Thomas Hebert  Patent No. 6,237,359                                                                                                                                                                                                                                                                             
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
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|           
|           
|10.15++     |  | Patent Licensing Agreement with Mr. Noel Davis  Patent No. 6,000,170                                                                                                                                                                                                                                                                                 
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.16++     |  | Patent Assignment Agreement with Mr. Thomas Hebert  Patent
No. 6,442,903 (issued pursuant to US Patent Application
No. 09/711,764)                                                                                                                                                                                                                   
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|10.17++     |  | Investment Agreement dated October 2, 2002                                                                                                                                                                                                                                                                                                            
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                       
|           
|           
|           
|           
|21.1**      |  | Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                           

25



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##### Table of Contents



|       |  |                                                                     
|------ |  | --------------------------------------------------------------------
|      
|      
|      
|      
|23.1++ |  | Consent to use of Report of Independent Certified Public Accountants
|      
|      
|      
|      
|       |  |                                                                     
|      
|      
|      
|      
|99.1++ |  | Certification by Management                                         



| |  | * Previously filed; incorporated by reference as indicated.                                                                                                                                                              
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | ** Previously filed; incorporated by reference to the same-numbered exhibit
to the Companys Annual Report on Form 10-KSB for the year ended December
31, 2001, as originally filed on April 11, 2002.                   
|
| |  | + Previously filed; incorporated by reference to the same-numbered
exhibit to the Companys Registration Statement on Form SB-2,
Registration No. 333-86208, originally filed on April 12, 2002, as
subsequently amended.
|
| |  | ++ Filed herewith.                                                                                                                                                                                                       

Upon written request to Investor Relations, Global Energy Group, Inc.,
2346 Success Drive, Odessa, Florida, 33556, Global will furnish stockholders
with a copy of any Exhibit to this Form 10-KSB/A upon payment of $.10 per page,
which represents our reasonable expenses in furnishing Exhibits.

(b) Reports on Form 8-K

The following reports on Form 8-K were filed during the fourth quarter of the
year ended December 31, 2001, the period covered by this report:

1.     On October 2, 2001 the Company, then known as 1stopsale.com Holdings, Inc.,
filed a Current Report on Form 8-K, dated as of September 17, 2001, reporting
that 1stopsale.com Holdings, Inc. and Global Energy & Environmental Research,
Inc. had entered into a Securities Exchange Agreement, pursuant to which the
2001 Restructuring took place.

2.     On October 24, 2001 the Company filed (an amended report was filed December
21, 2001) a Current Report on Form 8-K, dated as of October 22, 2001, reporting
a change in the Companys firm of certifying accountants.

3.     On October 26, 2001 the Company filed a Current Report on Form 8-K, dated as
of October 12, 2001, reporting the consummation of the 2001 Restructuring and
the related appointment of directors and officers and corresponding
change-in-control, and also reporting approval of the Companys 2001 Equity
Incentive Plan.

26



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##### Table of Contents



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

| |  |                           |  |                                                                     
| |  | ------------------------- |  | --------------------------------------------------------------------
| |  | GLOBAL ENERGY GROUP, INC.
|
|
|
|
| |  |                           |  |                                                                     
|
|
|
|
| |  | By:                       |  | /s/  Joseph H. Richardson                                           
| |  |                           |  |                                                                     
| |  |                           |  | Joseph H. Richardson
President, Chief Executive Officer
and Chairman
|
|
|
|
| |  |                           |  |                                                                     
|
|
|
|
| |  | Date:                     |  | November 26, 2002                                                   

In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

| |  |                                                                                                                                          |  |                  
| |  | ---------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------
| |  | /s/  Joseph H.
Richardson                                                                                                                |  | November 26, 2002
| |  | Joseph H. Richardson
President, Chief Executive Officer, Chairman
(principal executive officer, director)                                |  | Date             
|
|
|
|
| |  |                                                                                                                                          |  |                  
| |  | /s/  Peter E. Toomey                                                                                                                     |  | November 26, 2002
| |  | Peter E. Toomey
Executive Vice President  Chief Financial Officer
(principal financial officer, principal accounting
officer, director) |  | Date             
|
|
|
|
| |  |                                                                                                                                          |  |                  
| |  | /s/  Richard E. Wiles                                                                                                                    |  | November 26, 2002
| |  | Richard E. Wiles
(director)                                                                                                              |  | Date             
|
|
|
|
| |  |                                                                                                                                          |  |                  
| |  | /s/  Peter S. Fox-Penner                                                                                                                 |  | November 26, 2002
| |  | Peter S. Fox-Penner
(director)                                                                                                           |  | Date             

CERTIFICATIONS

I, Joseph H. Richardson, , certify that:



|1. |  | I have reviewed this annual report on Form 10-KSB/A of Global
Energy Group, Inc.;                                                                                                                                                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;

27



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##### Table of Contents





|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this annual report;
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                               



| | a. |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation
Date); and                                                                                                  
|
| | c. |  | presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                   
|-----------------------------------------------------------------------------------
|November 26, 2002                                                                  
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|                                                                                   
|/s/ 
Joseph H. Richardson
Name: Joseph H. Richardson
Title: Chief Executive Officer

I, Peter E. Toomey, certify that:



|1. |  | I have reviewed this annual report on Form 10-KSB/A of Global
Energy Group, Inc.;                                                                                                                                                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in
all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented
in this annual report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                  

28



---



##### Table of Contents





| | a. |  | designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation
Date); and                                                                                                  
|
| | c. |  | presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;                                                                                                                     



|5. |  | The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and
the audit committee of registrants board of directors (or persons
performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a. |  | all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrants ability to record, process, summarize and report
financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                         
|-------------------------------------------------------------------------
|November 26, 2002                                                        
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|                                                                         
|/s/  Peter
E. Toomey
Name: Peter E. Toomey
Title: Chief Financial Officer

29



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##### Table of Contents






INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS

|                                                                                                                 |  |           |         | 
|---------------------------------------------------------------------------------------------------------------- |  | --------- | ------- | 
|                                                                                                                 |  | PAGE     
|Independent Auditors Report                                                                                      |  |           | F-2     | 
|                                                                                                                
|                                                                                                                
|                                                                                                                
|                                                                                                                
|Balance sheets as of December 31, 2001 (consolidated and
restated) and 2000 (restated)                           |  |           | F-3 & 4 | 
|                                                                                                                
|                                                                                                                
|                                                                                                                
|                                                                                                                
|Statements of operations for the years ended December 31, 2001
(consolidated and restated) and 2000              |  |           | F-5     | 
|                                                                                                                
|                                                                                                                
|                                                                                                                
|                                                                                                                
|Statements of cash flows for the years ended December 31, 2001
(consolidated and restated) and 2000              |  |           | F-6     | 
|                                                                                                                
|                                                                                                                
|                                                                                                                
|                                                                                                                
|Statements of stockholders (deficit) for the years ended
December 31, 2001 (consolidated and restated) and 2000 |  |           | F-7     | 
|                                                                                                                
|                                                                                                                
|                                                                                                                
|                                                                                                                
|Notes to Financial Statements                                                                                    |  | F-8 to 19

F-1



---



##### Table of Contents






INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders
Global Energy Group, Inc.
(Formerly 1Stopsale.com Holdings, Inc.)
Odessa, Florida

We have audited the accompanying balance sheets of Global Energy Group, Inc.,
(formerly 1Stopsale.com Holdings, Inc.) as of December 31, 2001 (consolidated
and restated) and 2000 (restated), and the related statements of operations,
cash flows and stockholders (deficit) for the years ended December 31, 2001
(consolidated and restated) and 2000. 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 audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide 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 Global Energy Group, Inc. at
December 31, 2001 (consolidated and restated) and 2000 (restated), and the
results of its operations, and its cash flows for the years ended December 31,
2001 (consolidated and restated) and 2000 in conformity with accounting
principles generally accepted in the United States of America.

As more fully discussed in Note R to the financial statements, Global Energy
Group, Inc. changed its method of accounting for long-term contracts and
royalties payable as of December 31, 2001, and 2000, respectively. Accordingly,
the 2001 and 2000 financial statements have been restated to correct the error.

/s/ Baumann, Raymondo & Company, P.A.

BAUMANN, RAYMONDO & COMPANY, P.A.
Tampa, Florida
March 18, 2002

F-2



---



##### Table of Contents






GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
BALANCE SHEETS
DECEMBER 31, 2001 AND 2000

|                         |                                                                      |                                                                               |                      |        |                   |         |            |       |        |        | 
|------------------------ | -------------------------------------------------------------------- | ----------------------------------------------------------------------------- | -------------------- | ------ | ----------------- | ------- | ---------- | ----- | ------ | ------ | 
|                         |                                                                      |                                                                               |                      |        | (Consolidated and |         |            |       |       
|                         |                                                                      |                                                                               |                      |        | Restated)         |         | (Restated)
|ASSETS                   |                                                                      |                                                                               |                      |       
|                         |                                                                      | 2001                                                                          |                      | 2000  
|                         |                                                                      |                                                                               |                      |       
|CURRENT ASSETS           |                                                                      |                                                                               |                      |        |                   |         |            |      
|                        
|                        
|                        
|                        
|                         |                                                                      | Cash                                                                          |                      | $      | 334,308           |         |            | $     | 1,636  |       
|                        
|                        
|                        
|                        
|                         |                                                                      | Certificate of deposit                                                        |                      |        |                  |         |            |       | 30,000 |       
|                        
|                        
|                        
|                        
|                         |                                                                      | Accounts receivable                                                           |                      |        |                  |         |            |       | 35,611 |       
|                        
|                        
|                        
|                        
|                         |                                                                      | Cost and estimated earnings in excess of
billings                             |                      |        | 63,524            |         |            |       |       |       
|                        
|                        
|                        
|                        
|                         |                                                                      | Inventory                                                                     |                      |        | 69,018            |         |            |       | 20,662 |       
|                        
|                        
|                        
|                        
|                         |                                                                      | Prepaid expenses                                                              |                      |        | 24,200            |         |            |       |       |       
|                         |                                                                      |                                                                               |                      |        |                   |         |            |      
|                         |                                                                      |                                                                               | Total current assets |        |                   | 491,050 |            |       |        | 87,909 | 
|                         |                                                                      |                                                                               |                      |        |                   |         |            |      
|FURNITURE AND EQUIPMENT, |                                                                      |                                                                               |                      |        |                   |         |            |      
|                        
|                        
|                        
|                        
|                         | net of accumulated depreciation of $8,009
in 2001 and $3,707 in 2000 |                                                                               |                      | 61,509 |                   |         |            | 4,908 |       
|                         |                                                                      |                                                                               |                      |        |                   |         |            |      
|OTHER ASSETS             |                                                                      |                                                                               |                      |        |                   |         |            |      
|                        
|                        
|                        
|                        
|                         |                                                                      | Investment in Investee                                                        |                      |        |                  |         |            |       |       |       
|                        
|                        
|                        
|                        
|                         |                                                                      | Deposits                                                                      |                      |        | 7,205             |         |            |       | 850    |       
|                        
|                        
|                        
|                        
|                         |                                                                      | Patents, net of accumulated amortization
of $7,227 in 2001 and $2,821 in 2000 |                      |        | 101,377           |         |            |       | 54,317 |       
|                         |                                                                      |                                                                               |                      |        |                   |         |            |      
|                        
|                        
|                        
|                        
|                         |                                                                      |                                                                               | Total other assets   |        |                   | 108,582 |            |       |        | 55,167 | 
|                         |                                                                      |                                                                               |                      |        |                   |         |            |      
|TOTAL ASSETS             |                                                                      | $                                                                             | 661,141              |        |                   | $       | 147,984    |      
|                         |                                                                      |                                                                               |                      |        |                   |         |            |      

The accompanying notes are an integral part of these financial statements.

F-3



---



##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
BALANCE SHEETS (Continued)
AT DECEMBER 31, 2001 AND 2000

|                                              |                                                                                                                                                     |                                         |         |                               |         |                   |         |            |         |  |          |  
|--------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------- | ------- | ----------------------------- | ------- | ----------------- | ------- | ---------- | ------- |  | -------- | -
|                                              |                                                                                                                                                     |                                         |         |                               |         | (Consolidated and |         |            |         | 
|                                              |                                                                                                                                                     |                                         |         |                               |         | Restated)         |         | (Restated)
|                                              |                                                                                                                                                     |                                         |         |                               |         | 2001              |         | 2000      
|                                              |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|CURRENT LIABILITIES                           |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                                                                     | Accounts payable and accrued expenses   |         | $                             | 44,438  |                   |         | $          | 160,566 | 
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                                                                     | Promissory notes, net of discount       |         |                               |        |                   |         |            | 193,050 | 
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                                                                     | Convertible debenture payable           |         |                               | 500,000 |                   |         |            |        | 
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                                                                     | Royalty payable, current portion        |         |                               | 196     |                   |         |            | 3,467   | 
|                                              |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|                                              |                                                                                                                                                     |                                         |         | Total current liabilities     |         |                   | 544,634 |            |         |  | 357,083  |  
|                                              |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|LONG TERM LIABILITIES                         |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|                                             
|                                             
|                                             
|                                             
|                                              |                                                                                                                                                     | Royalty payable, net of current portion |         |                               | 205,450 |                   |         |            | 172,179 | 
|                                              |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|TOTAL LIABILITIES                             |                                                                                                                                                     |                                         | 750,084 |                               |         |                   | 529,262 |           
|                                              |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|STOCKHOLDERS (DEFICIT)                       |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|                                             
|                                             
|                                             
|                                             
|                                              | Common stock, $0.001 par value,
50,000,000 shares authorized, 12,626,335
and 8,793,592 shares issued and
outstanding in 2001 and 2000,
respectively |                                         |         | 12,626                        |         |                   |         | 8,794      |        
|                                             
|                                             
|                                             
|                                             
|                                              | Preferred stock, $0.001 par value,
10,000,000 shares authorized, 0 shares
issued and outstanding                                                    |                                         |         |                              |         |                   |         |           |        
|                                             
|                                             
|                                             
|                                             
|                                              | Additional paid-in capital                                                                                                                          |                                         |         | 3,006,360                     |         |                   |         | 1,378,206  |        
|                                             
|                                             
|                                             
|                                             
|                                              | Common stock subscription receivable                                                                                                                |                                         |         | (40,000                       | )       |                   |         |           |        
|                                             
|                                             
|                                             
|                                             
|                                              | Retained (deficit)                                                                                                                                  |                                         |         | (3,067,929                    | )       |                   |         | (1,768,278 | )      
|                                              |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|                                              |                                                                                                                                                     |                                         |         | Total stockholders (deficit) |         |                   | (88,943 | )          |         |  | (381,278 | )
|                                              |                                                                                                                                                     |                                         |         |                               |         |                   |         |           
|TOTAL LIABILITIES AND STOCKHOLDERS
(DEFICIT) |                                                                                                                                                     | $                                       | 661,141 |                               |         | $                 | 147,984 |           
|                                              |                                                                                                                                                     |                                         |         |                               |         |                   |         |           

The accompanying notes are an integral part of these financial statements.

F-4



---



##### Table of Contents






GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

|                                                     |                            |               |            |                   |            |      |          |         |           |  
|---------------------------------------------------- | -------------------------- | ------------- | ---------- | ----------------- | ---------- | ---- | -------- | ------- | --------- | -
|                                                     |                            |               |            | (Consolidated and |            |      |          |        
|                                                     |                            |               |            | Restated)         |            |      |          |        
|                                                     |                            |               |            | 2001              |            | 2000
|                                                     |                            |               |            |                   |            |     
|REVENUES                                             |                            | $             | 108,238    |                   |            | $    | 474,195  |        
|                                                    
|                                                    
|                                                    
|                                                    
|COST OF GOODS SOLD                                   |                            |               | 84,458     |                   |            |      | 417,073  |        
|                                                     |                            |               |            |                   |            |      |          |        
|GROSS PROFIT                                         |                            |               | 23,780     |                   |            |      | 57,122   |        
|                                                     |                            |               |            |                   |            |      |          |        
|OPERATING EXPENSES                                   |                            |               |            |                   |            |      |          |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Consulting                 |               |            | 724,899           |            |      |          | 75,000  |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Salaries and benefits      |               |            | 231,204           |            |      |          | 270,457 |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Legal and accounting       |               |            | 77,718            |            |      |          | 1,972   |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Research and development   |               |            | 72,963            |            |      |          | 49,568  |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Sales and marketing        |               |            | 62,560            |            |      |          | 22,496  |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | General and administrative |               |            | 122,483           |            |      |          | 110,603 |          
|                                                     |                            |               |            |                   |            |      |          |        
|TOTAL OPERATING EXPENSES                             |                            |               | 1,291,827  |                   |            |      | 530,096  |        
|                                                     |                            |               |            |                   |            |      |          |        
|LOSS BEFORE OTHER INCOME (EXPENSES)                  |                            |               | (1,268,047 | )                 |            |      | (472,974 | )      
|                                                     |                            |               |            |                   |            |      |          |        
|OTHER INCOME (EXPENSE)                               |                            |               |            |                   |            |      |          |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | (Loss) on sale of assets   |               |            |                  |            |      |          |        |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Interest income            |               |            | 963               |            |      |          | 181     |          
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Interest (expense)         |               |            | (32,567           | )          |      |          | (18,584 | )        
|                                                     |                            |               |            |                   |            |      |          |        
|TOTAL OTHER (EXPENSE)                                |                            |               | (31,604    | )                 |            |      | (18,403  | )      
|                                                     |                            |               |            |                   |            |      |          |        
|LOSS BEFORE INCOME TAXES                             |                            |               | (1,299,651 | )                 |            |      | (491,377 | )      
|                                                    
|                                                    
|                                                    
|                                                    
|INCOME TAXES                                         |                            |               |           |                   |            |      |         |        
|                                                     |                            |               |            |                   |            |      |          |        
|NET LOSS                                             |                            | $             | (1,299,651 | )                 |            | $    | (491,377 | )      
|                                                     |                            |               |            |                   |            |      |          |        
|LOSS PER COMMON SHARE                                |                            |               |            |                   |            |      |          |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                            | Basic         |            | $                 | (0.13      | )    |          | $       | (0.06     | )
|                                                     |                            |               |            |                   |            |      |          |        
|                                                     |                            | Fully diluted |            | $                 | (0.13      | )    |          | $       | (0.06     | )
|                                                     |                            |               |            |                   |            |      |          |        
|WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING |                            |               |            |                   |            |      |          |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                            | Basic         |            |                   | 10,091,654 |      |          |         | 8,647,389 |  
|                                                     |                            |               |            |                   |            |      |          |        
|                                                     |                            | Fully diluted |            |                   | 10,091,654 |      |          |         | 8,647,389 |  
|                                                     |                            |               |            |                   |            |      |          |        

The accompanying notes are an integral part of these financial statements.

F-5



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##### Table of Contents






GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |          |          |         |         | 
|------------------------------------ | ------------------------------------------------------------------------- | -------------------------------------------------- | ----------------------------------------- | ----------------- | -------- | ----------------- | ------- | -------- | -------- | ------- | ------- | 
|                                     |                                                                           |                                                    |                                           |                   |          | (Consolidated and |         |          |          |        
|                                     |                                                                           |                                                    |                                           |                   |          | Restated)         |         |          |          |        
|                                     |                                                                           |                                                    |                                           |                   |          | 2001              |         | 2000    
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|CASH FLOWS FROM OPERATING ACTIVITIES |                                                                           |                                                    |                                           |                   |          |                   |         |         
|                                    
|                                    
|                                    
|                                    
|                                     | Net loss                                                                  |                                                    | $                                         | (1,299,651        | )        |                   | $       | (491,377 | )       
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|                                     | Adjustments to reconcile net loss to cash (used)
in operating activities: |                                                    |                                           |                   |          |                   |         |          |         
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Common stock issued for services                   |                                           |                   | 630,842  |                   |         |          | 75,000   |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Interest on notes converted to common stock        |                                           |                   | 18,094   |                   |         |          |         |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Issuance of warrants                               |                                           |                   |          |                   |         |          |          |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Amortization                                       |                                           |                   | 4,406    |                   |         |          | 1,804    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Depreciation                                       |                                           |                   | 4,302    |                   |         |          | 1,723    |        
|                                    
|                                    
|                                    
|                                    
|                                     | (Increase) decrease in assets:                                            |                                                    |                                           |                   |          |                   |         |          |         
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Accounts receivable                                |                                           |                   | 35,611   |                   |         |          | (34,484  | )      
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Costs and estimated earnings in excess of
billings |                                           |                   | (63,524  | )                 |         |          |         |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Inventory                                          |                                           |                   | (48,356  | )                 |         |          | 2,558    |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Prepaid expenses                                   |                                           |                   | (24,200  | )                 |         |          |         |        
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Increase in security deposits                      |                                           |                   | (6,355   | )                 |         |          |         |        
|                                    
|                                    
|                                    
|                                    
|                                     | Increase (decrease) in liabilities:                                       |                                                    |                                           |                   |          |                   |         |          |         
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Accounts payable and accrued expenses              |                                           |                   | (116,128 | )                 |         |          | 142,047  |        
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|                                     |                                                                           |                                                    |                                           | Total adjustments |          |                   | 434,692 |          |          |         | 188,648 | 
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|                                     |                                                                           | Net cash (used) in operating activities            |                                           |                   | (864,959 | )                 |         |          | (302,729 | )      
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|CASH FLOWS FROM INVESTING ACTIVITIES |                                                                           |                                                    |                                           |                   |          |                   |         |         
|                                    
|                                    
|                                    
|                                    
|                                     | Redemption (acquisition) of certificate of deposit                        |                                                    |                                           | 30,000            |          |                   |         | (30,000  | )       
|                                    
|                                    
|                                    
|                                    
|                                     | Acquisition of patents and related costs                                  |                                                    |                                           | (51,466           | )        |                   |         | (33,520  | )       
|                                    
|                                    
|                                    
|                                    
|                                     | Acquisition of furniture and equipment                                    |                                                    |                                           | (60,903           | )        |                   |         |         |         
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                           | Net cash (used) in investing activities            |                                           |                   | (82,369  | )                 |         |          | (63,520  | )      
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|CASH FLOWS FROM FINANCING ACTIVITIES |                                                                           |                                                    |                                           |                   |          |                   |         |         
|                                    
|                                    
|                                    
|                                    
|                                     | Proceeds from stock subscription                                          |                                                    |                                           |                  |          |                   |         |         |         
|                                    
|                                    
|                                    
|                                    
|                                     | Proceeds from royalty payable                                             |                                                    |                                           | 30,000            |          |                   |         | 180,048  |         
|                                    
|                                    
|                                    
|                                    
|                                     | Proceeds from convertible debenture                                       |                                                    |                                           | 500,000           |          |                   |         |         |         
|                                    
|                                    
|                                    
|                                    
|                                     | Proceeds from promissory notes                                            |                                                    |                                           | 30,000            |          |                   |         | 90,000   |         
|                                    
|                                    
|                                    
|                                    
|                                     | Repayment of promissory notes                                             |                                                    |                                           | (30,000           | )        |                   |         |         |         
|                                    
|                                    
|                                    
|                                    
|                                     | Repayment of royalty payable                                              |                                                    |                                           |                  |          |                   |         | (4,400   | )       
|                                    
|                                    
|                                    
|                                    
|                                     | Proceeds from issuance of common stock                                    |                                                    |                                           | 750,000           |          |                   |         | 50,000   |         
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|                                     |                                                                           |                                                    | Net cash provided by financing activities |                   |          | 1,280,000         |         |          |          | 315,648 |        
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|NET INCREASE (DECREASE) IN CASH      |                                                                           |                                                    | 332,672                                   |                   |          |                   | (50,601 | )       
|                                    
|                                    
|                                    
|                                    
|CASH, BEGINNING OF THE PERIOD        |                                                                           |                                                    | 1,636                                     |                   |          |                   | 52,237  |         
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         
|CASH, END OF THE PERIOD              |                                                                           | $                                                  | 334,308                                   |                   |          | $                 | 1,636   |         
|                                     |                                                                           |                                                    |                                           |                   |          |                   |         |         

The accompanying notes are an integral part of these financial statements.

F-6



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##### Table of Contents






GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
STATEMENTS OF STOCKHOLDERS DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

|                                                                                         |  |        |            |         |  |          |        |         |  |            |           |   |  |   |            |   |  |   |            |  
|---------------------------------------------------------------------------------------- |  | ------ | ---------- | ------- |  | -------- | ------ | ------- |  | ---------- | --------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                                         |  |        |            |         |  |          |        |         |  | ADDITIONAL |           |   |  |   |            |   |  |  
|                                                                                         |  | COMMON |            | PAIDIN |  | RETAINED |        |         |  |           
|                                                                                         |  | SHARES |            | AMOUNT  |  | CAPITAL  |        | DEFICIT |  | TOTAL     
|                                                                                         |  |        |            |         |  |          |        |         |  |           
|BALANCE DECEMBER 31, 1999                                                                |  |        |            |         |  |          |        |         |  |            |           |   |  |   |            |   |  |   |            |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|(Restated)                                                                               |  |        | 8,628,332  |         |  | $        | 8,629  |         |  | $          | 1,253,371 |   |  | $ | (1,276,901 | ) |  | $ | (14,901    | )
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Common stock issued for
Services ($.554 per share)                                       |  |        | 135,212    |         |  |          | 135    |         |  |            | 74,865    |   |  |   |           |   |  |   | 75,000     |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Common stock issued for
Cash ($1.664 per share)                                          |  |        | 30,048     |         |  |          | 30     |         |  |            | 49,970    |   |  |   |           |   |  |   | 50,000     |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Net loss for the year                                                                    |  |        |           |         |  |          |       |         |  |            |          |   |  |   | (491,377   | ) |  |   | (491,377   | )
|                                                                                         |  |        |            |         |  |          |        |         |  |            |           |   |  |   |            |   |  |   |            |  
|BALANCE DECEMBER 31,                                                                     |  |        |            |         |  |          |        |         |  |            |           |   |  |   |            |   |  |   |            |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|2000 (Restated)                                                                          |  |        | 8,793,592  |         |  |          | 8,794  |         |  |            | 1,378,206 |   |  |   | (1,768,278 | ) |  |   | (381,278   | )
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Common stock issued for
Services($1.22 per share)                                        |  |        | 310,984    |         |  |          | 311    |         |  |            | 378,956   |   |  |   |           |   |  |   | 379,267    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Common stock issued for
Cash($.92 per share)                                             |  |        | 270,424    |         |  |          | 270    |         |  |            | 249,730   |   |  |   |           |   |  |   | 250,000    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Issuance of common shares
pursuant to exchange of
Preacquisition shares                  |  |        | 603,938    |         |  |          | 604    |         |  |            | (604      | ) |  |   |           |   |  |   |           |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Common stock issued for
Services($.52 per share)                                         |  |        | 55,000     |         |  |          | 55     |         |  |            | 28,495    |   |  |   |           |   |  |   | 28,550     |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Common stock issued for
Cash($.25 per share)                                             |  |        | 1,966,062  |         |  |          | 1,966  |         |  |            | 498,034   |   |  |   |           |   |  |   | 500,000    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Common stock issued to
employees for consulting
Services($.41 per share)                 |  |        | 550,000    |         |  |          | 550    |         |  |            | 222,475   |   |  |   |           |   |  |   | 223,025    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Common stock issued in
exchange for cancellation
of stockholders notes
($3.29 per share) |  |        | 76,335     |         |  |          | 76     |         |  |            | 251,068   |   |  |   |           |   |  |   | 251,144    |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Subscription receivable                                                                  |  |        |           |         |  |          |       |         |  |            |          |   |  |   |           |   |  |   | (40,000    | )
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Net loss for the year                                                                    |  |        |           |         |  |          |       |         |  |            |          |   |  |   | (1,299,651 | ) |  |   | (1,299,651 | )
|                                                                                         |  |        |            |         |  |          |        |         |  |            |           |   |  |   |            |   |  |   |            |  
|BALANCE DECEMBER 31,                                                                     |  |        |            |         |  |          |        |         |  |            |           |   |  |   |            |   |  |   |            |  
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|2001 (Consolidated and
Restated)                                                         |  |        | 12,626,335 |         |  | $        | 12,626 |         |  | $          | 3,006,360 |   |  | $ | (3,067,929 | ) |  | $ | (88,943    | )
|                                                                                         |  |        |            |         |  |          |        |         |  |            |           |   |  |   |            |   |  |   |            |  

The accompanying notes are an integral part of these financial statements.

F-7



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##### Table of Contents






GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Global Energy Group, Inc.,
(Global Energy) is presented to assist in understanding Global Energys
financial statements. The financial statements and notes are the representation
of Global Energys management who is responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America consistently applied in the
preparation of the financial statements.

Nature of Operations

Global Energy Group, Inc., formerly 1Stopsale.com Holdings, Inc., was organized
under the laws of the State of Delaware on October 5, 1999. Global Energy &
Environmental Research, Inc., was organized under the laws of the State of
Florida on February 16, 1998 (collectively referred to as Global Energy).

1Stopsale.com Holdings, Inc. was in the development stage until its merger with
Global Energy & Environmental Research, Inc. on October 12, 2001.

Global Energy & Environmental Research, Inc. (GEER) has developed patented and
patent pending technology relating to the heating, air conditioning,
refrigeration and ice machine market. GEER is currently producing and
developing products that will utilize this advanced technology to allow for
reduced energy consumption, as well as other associated benefits. GEER markets
its products to energy service companies who provide technologies, services and
products to federal, state and municipal governments as well as many private
corporations. GEER will also provide its products and services to the
traditional residential and commercial heating, air conditioning, refrigeration
and ice machine markets.

Reverse Merger Method of Accounting

Following the acquisition, the former management of GEER became the management
of Global Energy and the former stockholders of GEER were issued approximately
94% of the outstanding shares of Global Energys $0.001 par value common stock.
In accordance with accounting principles generally accepted in the United
States of America, Global Energys acquisition of GEER has been accounted for
as a reverse merger. As a result, GEER has been treated as the acquiring entity
and Global Energy has been treated as the acquired entity for accounting
purposes.

The historical financial statements of GEER have become the historical
financial statements of Global Energy in connection with the acquisition.
Similarly, the historical equity and retained deficit of GEER prior to the
acquisition have been retroactively restated for the equivalent number of
shares issued in connection with the acquisition. The balance sheet reflects
the financial position of Global Energy at December 31, 2001. The related
statements of operations, cash flow and stockholders (deficit) reflect the
operations of Global Energy for the year ended December 31, 2001.

F-8



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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Principles of Consolidation

The consolidated financial statements include the accounts of Global Energy
Group, Inc. (formerly 1Stopsale.com Holdings, Inc.) and its wholly owned
subsidiary Global Energy & Environmental Research, Inc. All significant
intercompany accounts and transactions have been eliminated.

Basis of Accounting

Global Energy maintains its financial records and financial statements on the
accrual basis of accounting. The accrual basis of accounting provides for
matching of revenues and expenses.

Revenue and Cost Recognition

Global Energy recognizes revenue principally from sales of equipment and to a
lesser degree, from contracts for both the sale and installation of equipment,
respectively as follows:

Equipment sales

The Companys transactions that are equipment sales alone are documented by
either a purchase order or a distribution agreement, in each case signed by the
Companys customer. Both of these documents include the Companys customary
terms and conditions of sale. Under these customary terms, title to the
product passes when the Company delivers the equipment to the shipper  the
Companys customer is responsible for the product from this point on. The
Company provides no separate return rights (other than the limited return
rights under the Companys warranty). The Company will typically offer payment
terms of 2/10, net 30 to qualified buyers. New customers must complete a
credit application, and the Company performs a credit review of the customer
prior to any significant grant of credit. The Company records revenue when
title to the product is transferred pursuant to shipping terms.

Equipment sales and installation

For contracts for both the sale and installation of products, revenue is
recognized on the percentage-of-completion method. Contract revenues are
accrued based generally on the percentage that costs incurred to date bear to
total estimated costs for each contract. This method is used because management
considers cost expended to be the best available measure of progress on these
contracts. The asset Costs and estimated earnings in excess of billings on
uncompleted contracts represents revenue recognized in excess of amounts
billed.

Accounts Receivable

Global Energys trade accounts receivable result from the sale of its products
and services with its projects primarily based in West Central Florida, and
consist primarily of government entities and private companies. Global Energy
uses the allowance method to account for uncollectible accounts.

F-9



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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Concentration of Credit Risk

Financial instruments, which potentially expose Global Energy to concentrations
of credit risk, as defined by FASB Statement No. 105, Disclosure of Information
about Financial Instruments with Off-Balance Sheet Risk and Financial
Instruments with Concentration of Credit Risk,consist principally of trade
receivables.

The potential for a loss on receivables with a government entity is usually
minimal; while credit limits, ongoing credit evaluation, and account monitoring
procedures are utilized to minimize the risk of loss on contractor private
companies. Collateral is not generally required.

Financial Instruments

Global Energy estimates that the fair value of all financial instruments at
December 31, 2001 and 2000 do not differ materially from the aggregate carrying
value of its financial instruments recorded in the accompanying balance sheets.

Inventories

Inventories consist primarily of parts and materials used to develop Global
Energys products. Inventories are stated at the lower of cost (first-in,
first-out method) or market.

Furniture and Equipment

Furniture and equipment are recorded at historical cost and include
expenditures, which substantially increase the useful lives of existing
property, plant and equipment. Maintenance and repairs are charged to
operations when incurred.

Depreciation of property and equipment is computed primarily using the
straight-line method based on estimated useful lives (furniture and office
equipment, 5 to 10 years; equipment and tools, 5 to 10 years).

Patents

The costs associated with the internal development of Global Energys patents
relating to the technologies associated with the reduction of energy
consumption, consisting mainly of legal and filing fees, are amortized over a
17 year period, consistent with current patent lives. Amortization expense for
the years ended 2001 and 2000 were $4,406 and $1,804, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
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. Actual results could differ from
those estimates.

Research and Development

Global Energy has expended significant amounts of funds in the development of
its products and technology. In accordance with accounting principles generally
accepted in the United States of America, these amounts are shown as current
period expenses in the accompanying financial statements.

F-10



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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Advertising Costs

Global expenses the production costs of advertising the first time the
advertising takes place. Advertising expense for the years ended December 31,
2001 and 2000 was $0, respectively.

Income Taxes

Global Energy records its federal and state income tax liability in accordance
with Financial Accounting Standards Board Statement No. 109 Accounting for
Income Taxes. Deferred taxes payable are provided for differences between the
basis of assets and liabilities for financial statements and income tax
purposes, using current tax rates. Deferred tax asset is the expected benefit
of a net operating loss carryover and general business credits that are
available to offset future income taxes.

Loss Per Share

Global Energy records basic and fully diluted loss per share in accordance with
Financial Accounting Standards Board Statement No. 128, Earnings per Share.
Basic earnings (loss) per share includes no dilution and is computed by
dividing income (loss) available to common stockholders by the weighted average
number of shares outstanding for the period.

Dividend Policy

Global Energy has not yet adopted a policy regarding payment of dividends.

Fiscal Year

Global Energy has elected December 31 as its fiscal year end.

Product Warranties

Fiscal 2001

At December 31, 2001 no warranty reserve was established because a reasonable
estimate of the anticipated warranty experience was considered insignificant
given the insignificant amount of the Companys product sales and the absence
of any warranty claims in fiscal 2001 or in any prior fiscal years.

Fiscal 2002

The Company records an estimated cost
of product warranty at the time the revenue is recognized. Effective
January 1, 2002, management is recording a warranty reserve of 1% of
sales based on their analysis of other HVAC manufacturers that use
the same or similar components in their products. The Companys
estimated future warranty cost is subject to adjustment from time to
time depending on actual experience.

F-11



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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

NOTE B  CERTIFICATE OF DEPOSIT

Global Energy invested $30,000 in a certificate of deposit on June 16, 2000
with an original maturity of August 16, 2001 earning interest at the rate of
6.05% per annum. The certificate was redeemed on March 26, 2001.

NOTE C  PATENTS

Global Energy has the rights to patents and patent-pending applications
pursuant to a series of assignments and royalty agreements. For all but one of
the patents, the assignment agreements are with Mr. Thomas Hebert, an officer
and shareholder of Global Energy. The remaining assignment agreement is with an
unrelated third party.

Under the terms of these agreements, Global Energy has the right and the
obligation to pursue commercial development of these technologies. If Global
Energy fails to commercialize the patents within a specified period of time,
Mr. Hebert and the other assignor have the right to terminate the assignments
to Global Energy. Management believes that it is in the process or will be in
a position to commercialize each of these patents.

Mr. Hebert and the other assignor are entitled to royalty payments from the
sale of products produced by Global Energy with the patented technology. The
royalty to Mr. Hebert is to be paid at the rate of 3 percent of the portions
of net revenues received by Global Energy beginning April 1, 2004. Prior to
April 1, 2004 there are no amounts due on any of the patents associated with
Mr. Hebert. Payment for royalties to the other assignor are at the rate of 8
percent of the portions of net revenues received by Global Energy beginning in
2002. There were no royalties payable prior to 2002 to this individual.

The future minimum royalty payments under these agreements are as follows:

|                        |      |        |         |         | 
|----------------------- | ---- | ------ | ------- | ------- | 
|Year Ended December 31, |      | Amount
|                        |      |       
|                        | 2002 |        | $       | 10,000  | 
|                       
|                       
|                       
|                       
|                        | 2003 |        |         | 10,000  | 
|                       
|                       
|                       
|                       
|                        | 2004 |        |         | 120,000 | 
|                       
|                       
|                       
|                       
|                        | 2005 |        |         | 200,000 | 
|                       
|                       
|                       
|                       
|                        | 2006 |        |         | 285,000 | 
|                       
|                       
|                       
|                       
|                        | 2007 |        |         | 380,000 | 
|                       
|                       
|                       
|                       
|                        | 2008 |        |         | 460,000 | 
|                       
|                       
|                       
|                       
|Annually Thereafter     |      |        | 510,000 |        

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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE D  FURNITURE AND EQUIPMENT

Furniture and equipment as of December 31, 2001 and 2000 is summarized as follows:

|                              |                             |   |        |        |      |   |        |       | 
|----------------------------- | --------------------------- | - | ------ | ------ | ---- | - | ------ | ----- | 
|                              |                             |   | 2001   |        | 2000
|                              |                             |   |        |        |     
|Machinery and equipment       |                             | $ | 30,735 |        |      | $ | 8,615  |      
|                             
|                             
|                             
|                             
|Office equipment              |                             |   | 38,783 |        |      |   |       |      
|                              |                             |   |        |        |      |   |        |      
|                              |                             |   | 69,518 |        |      |   | 8,615  |      
|                             
|                             
|                             
|                             
|Less accumulated depreciation |                             |   | (8,009 | )      |      |   | (3,707 | )    
|                              |                             |   |        |        |      |   |        |      
|                              | Net furniture and equipment |   | $      | 61,509 |      |   | $      | 4,908 | 
|                              |                             |   |        |        |      |   |        |      

Depreciation expense for the years ended December 31, 2001 and 2000 was $4,302
and $1,723, respectively.

NOTE E  INVESTMENT IN INVESTEE

Global Energy acquired a 25% interest in the common stock of Global Energy &
Environmental Research Limited (LTD), an entity formed in the United Kingdom.
Global Energy acquired its common stock interest in LTD in exchange for the
future distribution rights of its technological equipment to potential
customers in the United Kingdom. Hence, there is no cost basis in the
investment. Global Energy accounts for its investment in the investee using
the equity method which is cost, as adjusted for Global Energys proportionate
share of earnings or losses. Condensed financial information of the investee at
May 31, 2001 is as follows:

|                                             |  |   |         |  
|-------------------------------------------- |  | - | ------- | -
|Sales                                        |  | $ | 0       |  
|                                            
|                                            
|                                            
|                                            
|Gross Profit                                 |  | $ | 0       |  
|                                            
|                                            
|                                            
|                                            
|Net income (loss) from continuing operations |  | $ | (92,631 | )
|                                            
|                                            
|                                            
|                                            
|Net income (loss)                            |  | $ | (92,631 | )

The other beneficial owner of LTD is also a shareholder of Global Energy.

NOTE F  PROMISSORY NOTES

During the years ended December 31, 2001 and 2000, certain shareholders made
advances to Global Energy totaling $30,000 and $90,000, respectively. The
$30,000 loan was not evidenced by promissory notes and was repaid during the
same year. The balance of indebtedness is evidenced by interest bearing
promissory notes that bear interest at 7.5% per annum and are due on demand. At
December 31, 2000 the amount due and the accrued interest associated with these
notes amounted to $90,000 and $3,711, respectively.

On December 27, 2001, Global Energy issued 35,001 shares of its $0.001 par
value common stock in exchange for the cancellation of these promissory notes
and accrued interest of $10,165.

At December 31, 2000, Global Energy was obligated to a trust, which was wholly
owned by the majority shareholder of Global Energy. The note bears interest at
an original rate of 12% and a past due rate of 18%. The note was to mature on
August 5, 2000. Certain officers of Global Energy personally guaranteed the
note. At December 31, 2000, the amount of the promissory note and the accrued
interest associated with this note amounted to $103,050 and $28,391,
respectively.

On December 27, 2001, Global Energy issued 41,334 shares of its $0.001 par
value common stock in exchange for the cancellation of this promissory note and
accrued interest of $47,929.

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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE G  CONVERTIBLE DEBENTURE PAYABLE

On September 27, 2001, Global Energy borrowed $500,000 from an unrelated third
party secured by a 6% convertible debenture originally due November 30, 2001.
The debenture is convertible into Global Energys $0.001 par value common stock
at $1 per share through the debentures maturity date. The maturity date of the
debenture was subsequently extended to February 28, 2002. Subsequent to
December 31, 2001, the holder of the debenture elected to convert the
principal and accrued interest into shares of Global Energys $0.001 par value
common stock.

NOTE H  AMENDMENT OF ARTICLES OF INCORPORATION

During the year ended December 31, 2001, Global Energy approved an amendment to
its articles of incorporation to (a) change the name of the company from
1Stopsale.com Holdings, Inc. to Global Energy Group, Inc.; (b) reverse split
the outstanding shares of its common stock one-for-twenty; (c) reduce the par
value of its common stock resulting from the reverse split from $0.02 to
$0.001; (d) increase the number of common shares Global Energy is authorized to
issue from 5,000,000 to 50,000,000; and (e) increase the number of preferred
shares Global Energy is authorized to issue from 500,000 to 10,000,000 shares.

All common share issuances and per share amounts have been adjusted to reflect
the effects of the reverse split.

NOTE I  INCOME TAXES

For income tax purposes Global Energy has a net operating loss carryover of
$3,155,608, which can be used to offset future federal and state taxable income
through 2016 as indicated below. In addition, Global Energy has available
general business credits that arose from research activities which can be used
to offset future federal income tax through 2016 as follows:

|                        |      |        |           |           |  |   |        |       | 
|----------------------- | ---- | ------ | --------- | --------- |  | - | ------ | ----- | 
|Year ended December 31, |      | Losses |           | Credits  
|                        |      |        |           |          
|                        | 2013 |        | $         | 1,033,297 |  |   | $      | 6,699 | 
|                       
|                       
|                       
|                       
|                        | 2014 |        |           | 251,039   |  |   |        | 6,259 | 
|                       
|                       
|                       
|                       
|                        | 2015 |        |           | 515,927   |  |   |        | 4,957 | 
|                       
|                       
|                       
|                       
|                        | 2016 |        |           | 1,355,345 |  |   |        | 5,000 | 
|                        |      |        |           |           |  |   |        |      
|Total                   |      | $      | 3,155,608 |           |  | $ | 22,915 |      
|                        |      |        |           |           |  |   |        |      

The potential tax benefit of these losses and credits is estimated as follows:

|                    |  |   |          |  
|------------------- |  | - | -------- | -
|Future tax benefit  |  | $ | 660,865  |  
|                   
|                   
|                   
|                   
|Valuation allowance |  |   | (660,865 | )
|                    |  |   |          |  
|Future tax benefit  |  | $ |         |  
|                    |  |   |          |  

At December 31, 2001 and 2000, no deferred tax assets or liabilities were
recorded in the accompanying financial statements.

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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE J  LOSS PER SHARE

Global Energy has reported basic loss per share based on the weighted average
number of shares outstanding for the period. Global Energy cannot report fully
diluted loss per share including the 500,000 shares reserved for the conversion
of the 6% convertible debenture dated September 27, 2001 even though the
debenture is a common stock equivalent as the effect of this would be
anti-dilutive. Global will include the effect of this dilution in the
calculation of fully diluted earnings per share only upon actual conversion.

In connection with and prior to the merger with Global Energy & Environmental
Research, Inc., Global Energy approved a reverse split of the outstanding
shares of its common stock one-for-twenty and reduced the par value of its
common stock resulting from the reverse split from $0.02 to $0.001. For
purposes of computation of loss per share, the common stock outstanding has
been retroactively adjusted for all periods presented to reflect the reverse
split.

NOTE K  EQUITY INCENTIVE PLAN

During the year ended December 31, 2001, Global Energy adopted a 2001 Equity
Incentive Plan (Incentive Plan) for the benefit of key employees (including
officers and employee directors) and consultants of Global Energy and its
affiliates. The Incentive Plan is intended to provide those persons who have
substantial responsibility for the management and growth of Global Energy with
additional incentives and an opportunity to obtain or increase their
proprietary interest in Global Energy, encouraging them to continue in the
employ of Global Energy.

Global Energy filed a registration statement on Form S-8 with the Securities
and Exchange Commission to register the 3,000,000 shares of its $0.001 par
value common stock underlying its 2001 Equity Incentive Plan. The registration
statement became effective October 31, 2001.

On November 1, 2001, Global Energy issued 55,000 shares of its $0.001 par value
common stock from the Incentive Plan in exchange for consulting services
provided by an unrelated company. The value of the consulting services of
$28,550 was determined based on a fair market analysis of the underlying
shares.

NOTE L  STOCK ISSUANCES

During 2000, GEER issued 135,212 ($.554 per share) and 30,048 shares($1.664 per
share) (as adjusted for the reverse-merger) valued at $75,000 and $50,000,
respectively for consulting services and cash, respectively.

During the year ended December 31, 2001, and prior to the effective date of the
merger, GEER issued 310,984($1.22 per share) and 270,424($.92 per share) shares
(as adjusted for the reverse-merger) of its common stock for $379,267 in
services and $250,000 in cash, respectively. The effect of these issuances is
reflected in the cash flows statements as cash and non-cash transactions
respectively.

On November 1, 2001 and November 16, 2001, Global Energy issued 802,000 shares
and 1,164,062 shares (collectively 1,966,062 shares at $.25 per share) of its
$0.001 par value restricted common stock to an unrelated group of investors as
part of a financing arrangement.

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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE L  STOCK ISSUANCES (Continued)

On November 26, 2001 the Board of Directors issued 550,000 shares of its $0.001
par value common stock as a stock bonus. Of these, 250,000 shares were issued
to Richard E. Wiles, Global Energys President at that time; 50,000 shares were
issued to Thomas H. Hebert, Global Energys Vice-President of Research and
Development, and 250,000 shares were issued to Eugene L. Cornett, an
independent consultant and former Vice-President of Global Energy &
Environmental Research, Inc. The value of the stock bonus of $223,025 was
determined based on a fair market analysis of the underlying shares.

The understanding was that the previously issued and outstanding common stock
of 1Stopsale.com of 603,938, along with the issuance of 1,164,062 and 802,000
shares issued in connection with the private placement, the 55,000 ($.52 per
share) shares issued on November 1, 2001 for consulting services from the
Incentive Plan (Note K) plus the future issuance of 500,000 ($.41 per share)
shares reflecting the conversion of the debenture due February 28, 2002, as
extended, would add up to 3,125,000 or 25% of the outstanding common stock of
Global Energy.

NOTE M  COMMITMENTS AND CONTINGENCIES

Royalties

In connection with the funding arrangement from the Technical Research and
Development Authority of the State of Florida (TRDA) on December 6,1999
Global Energy is obligated to TRDA for royalty payments equal to three times
the amount funded by TRDA. In addition, the royalty payments have priority
over all existing and future obligations obtained from all other sources. The
maximum available funding by TRDA is $237,113.

The amount funded by TRDA, as of December 31, 2001 and 2000, was $207,113 and
$177,113, respectively. In accordance with the agreement, royalty payments to
TRDA are based on 5% of the gross sales of certain of its products in any
calendar year. Royalty payments are due quarterly, beginning with the calendar
quarter after the quarter in which products are sold. The payments continue
for a period of five years with annual renewals until such time as the
repayment to TRDA is complete. At the time payments are made to TRDA, royalty
expense equal to 2/3rds of each payment will be recorded. Royalty expense for
the years ended December 31, 2001 and 2000 amounted to $4,406 and $2,934,
respectively. In the event the agreement terminates for cause, Global Energy
has the option to repay the obligation immediately, or convert the obligation
into an interest bearing promissory note.

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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE M  COMMITMENTS AND CONTINGENCIES (Continued)

The total obligation to TRDA at December 31, 2001 is $616,938, which consists
of the unpaid funded liability of $205,646 and related royalty expense of
$411,292. The estimated future maturities of this payable are as follows:

|                        |       |        |         |         |         | 
|----------------------- | ----- | ------ | ------- | ------- | ------- | 
|Year Ended December 31, |       | Amount
|                        |       |       
|                        |       | 2002   |         | $       | 587     | 
|                       
|                       
|                       
|                       
|                        |       | 2003   |         |         | 10,200  | 
|                       
|                       
|                       
|                       
|                        |       | 2004   |         |         | 37,000  | 
|                       
|                       
|                       
|                       
|                        |       | 2005   |         |         | 77,000  | 
|                       
|                       
|                       
|                       
|                        |       | 2006   |         |         | 137,500 | 
|                       
|                       
|                       
|                       
|Thereafter              |       |        | 354,651 |        
|                        |       |        |         |        
|                        | Total |        | $       | 616,938 |        
|                        |       |        |         |        

Operating Leases

Global Energy leased office space on a month-to-month arrangement. For the year
ended December 31, 2000, in lieu of payment for the usage of the office space,
Global Energy installed certain technology relating to the heating and air
conditioning in the building in which the offices reside. Accordingly, for the
year ended December 31, 2000, Global Energy recorded the value of the services
provided as rent revenues with a corresponding charge to rent expense in the
amount of $12,000.

Effective October 1, 2001, Global Energy entered into a sub-lease agreement
with the prior tenant, to lease office and warehouse space for 3 months for an
aggregate rental of $17,677 corresponding to the monthly amount being paid by
the tenant.

In consideration for entering into the sub-lease agreement, Global Energy
received certain equipment from the prior tenant. No allocation of the lease
consideration was assigned to the equipment. Subsequently, Global Energy
entered into a direct lease for the subject premises. Total rent paid for the
year amounted to $30,426.

On October 4, 2001, Global Energy entered into an agreement to lease its
executive offices and warehouse space in Odessa, Florida under a 5-year
non-cancelable lease commencing January 1, 2002 at the rate of $7,170 per month
plus applicable Florida sales tax. The lease is automatically renewable for an
additional one-year period. Global Energy shall be liable, as additional rent,
for real estate taxes exceeding $11,840 per year, solid waste disposal
assessment exceeding $2,200 per year and any insurance costs exceeding $2,000
per year. The lease contains an escalation clause whereby rent shall increase
by the greater of 3% or the increase in the consumer price index.

Global Energy leases warehouse space in Hiawatha, Iowa under a non-cancelable
lease commencing November 1, 2001 and expiring April 30, 2002 at the rate of
$2,200 per month plus applicable Iowa sales tax. Global Energy has an option to
renew for one year at the rate of $2,400 per month.

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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE M  COMMITMENTS AND CONTINGENCIES (Continued)

The future maturities of minimum lease payments under these leases are as
follows:

|                        |       |        |         |         |         | 
|----------------------- | ----- | ------ | ------- | ------- | ------- | 
|Year ended December 31, |       | Amount
|                        |       |       
|                        |       | 2002   |         | $       | 100,863 | 
|                       
|                       
|                       
|                       
|                        |       | 2003   |         |         | 94,825  | 
|                       
|                       
|                       
|                       
|                        |       | 2004   |         |         | 97,587  | 
|                       
|                       
|                       
|                       
|                        |       | 2005   |         |         | 100,349 | 
|                       
|                       
|                       
|                       
|Thereafter              |       |        | 103,111 |        
|                        |       |        |         |        
|                        | Total |        | $       | 496,735 |        
|                        |       |        |         |        

NOTE N   MERGER AND CHANGE OF MANAGEMENT

On September 17, 2001, the shareholders of Global Energy entered into a
Securities Exchange Agreement, as amended, to exchange 100% of the issued and
outstanding common stock of Global Energy & Environmental Research, Inc.,
(GEER) for an aggregate of 9,375,000 shares (post reverse split) of Global
Energys $0.001 par value common stock.

On the effective date of the transaction, Donald R. Mastropietro, the former
President, Treasurer, Secretary and sole Director of Global Energy resigned,
and Richard E. Wiles, President, CEO, Treasurer and Director of GEER became
President, CEO and Chairman of Global Energy. Also, Mr. Thomas H. Hebert and
Keith Glaze former Vice-President of Research and Development, and
Vice-President of Operations respectively of GEER, assumed similar positions
with Global Energy.

During the year ended December 31, 2001, and prior to the effective date of the
merger, GEER issued certain shares of its common stock for $250,000 in cash and
$379,267 in services. The effect of these issuances is reflected in the cash
flows statements as cash and non-cash transactions respectively.

NOTE O  SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION

For the years ended December 31, 2001 and 2000, no cash interest expense was
paid. Additionally, no income taxes were paid during these periods.

In connection with the acquisition of Global Energy & Environmental Research,
Inc., Global Energy issued 9,375,000 shares of its $0.001 par value common
stock in exchange for 100% of the outstanding common stock of that company.

NOTE P  ECONOMIC DEPENDENCY  MAJOR CUSTOMER

Global Energy sold a substantial portion of its product to one customer and
three customers during 2001 and 2000, respectively. Sales to these customers
aggregated $64,938 and $407,432, in 2001 and 2000 respectively. At December 31,
2001 and 2000, amounts due from these customers included in accounts
receivable, were $64,938 and $34,709, respectively.

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##### Table of Contents



GLOBAL ENERGY GROUP, INC.
(FORMERLY 1STOPSALE.COM HOLDINGS, INC.)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000

NOTE Q  SUBSEQUENT EVENTS

Global Energy is in process of filing a registration statement with the
Securities and Exchange Commission on Form SB-2 under the Securities Act of
1933 to register 2,751,184 shares of Global Energys $0.001 par value common
stock in behalf of certain shareholders.

On February 7, 2002, the debenture holder exercised his rights under the 6%
convertible debenture and converted the debenture in exchange for 500,000
shares of Global Energys common stock, as well as the accrued interest on the
debenture to the date of conversion in exchange for an additional 10,849 shares
of Global Energys $0.001 par value common stock at $1 per share.

NOTE R  CORRECTION OF AN ERROR

In 2002, Global Energy changed its method in accounting for royalties payable.
Global Energy believes that the change in accounting results in a better
accounting of assets and liabilities. The effect of the change had no effect on
net income for 2002. The change in accounting principle had no effect in basic
and fully diluted earnings per share for 2002. The change had no effect on the
prior years net income or earnings per share as the change was a balance sheet
correction only.

In 2001, Global Energy changed its method in accounting for long-term contracts
from the completed contract method to the percentage of completion method.
Global Energy believes that the percentage of completion method results in a
closer matching of revenues and expenses. The effect in the change was to
increase net income for 2001 by $ 13,612. The change in accounting principle
had no effect in basic and fully diluted earnings per share for 2001. The
change had no effect on the prior years quarterly financial reporting as there
were no open long-term contracts which extended beyond the prior quarter
ends.

F-19