U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



[X]  ANNUAL  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES EXCHANGE
     ACT  OF  1934

     For  the  fiscal  year  ended  December  31,  1999
                                      -----------------

[  ]  TRANSITION  REPORT  UNDER  SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

     For  the  transition  period  from               to
                                       -------------    -------------

                           Commission File No. 0-28475
                           ---------------------------

                                Rich Earth, Inc.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

         Nevada                                               87-0635536
         --------                                            -----------

(State  or  Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation  or  organization)


                            ALUMINUM TOWER 5TH FLOOR
                     2 LIMASSOL AVENUE, 2003 NICOSIA, CYPRUS
                    ----------------------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (357) 233-6933

                            5821  EMIGRATION  CANYON
                           SALT  LAKE  CITY  UT 84108
                           ---------------------------
          (Former Name or Former Address, if changed since last Report)

Securities  Registered  under  Section  12(b)  of  the  Exchange  Act:   None
Name  of  Each  Exchange  on  Which  Registered:  OTCBB  Symbol  RCER
Securities  Registered  under  Section  12(g)  of  the  Exchange  Act:
9,960,000  Common  stock:  $0.001  Par  value

     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 Company was required to file such reports),  and (2) has
been  subject  to  such  filing  requirements  for  the  past  90  days.

     (1)   Yes  X    No            (2)   Yes      No  X
               ---      ---                  ---      ---

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company'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:

<PAGE>
                             December 31, 1999 - $0.



     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     March  15,  1999  -  $9,800.00  There are approximately 9,800,000 shares of
common  voting stock of the Company held by  non-affiliates.  Because  there has
been  no active "public market" for the Company's  common stock since inception,
the  Company  has  arbitrarily  valued  these  shares at par value of $0.001 per
share.

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common  equity,  as  of  the  latest  practicable  date:

                                 April 14, 2000
                                    9,960,000

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13  of  this  Report.

Transitional  Small  Business  Issuer  Format   Yes     No   X
                                                   ---     ---







<PAGE>


                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

ORGANIZATION  AND  CHARTER  AMENDMENTS

Rich Earth, Inc., f/k/a "Charken Contractors, Inc.", (hereinafter "The Company")
was  incorporated  on  October  19,  1988,  pursuant  to  the  Nevada  Business
Corporation  Act. Its original Articles of Incorporation provided for authorized
capital  of two thousand five hundred (2,500) shares of common stock with no par
value.  On  June 21, 1999, the shareholders of the Company approved an amendment
to  the Articles of Incorporation changing the authorized capital to one hundred
million (100,000,000) shares of common stock with a par value of $0.001 (1 mill)
per  share. The amended Articles were filed with the State of Nevada on June 28,
1999.The  Company  was  formed  with the stated purpose of conducting any lawful
business activity. However, the contemplated purpose was to engage in investment
and business development operations related to mineral research and exploration.
The  Company's attempts to enter this field were not successful and all attempts
to  engage  in  business  ended  before  January of 1994, and the Company became
dormant.

The  Company  never engaged in an active trade or business throughout the period
from  inception  through  1998. On or about April 1999, the directors determined
that  the Company should become active and reinstated the Company with the State
of  Nevada,  and  began  seeking  potential  operating  businesses  and business
opportunities  with  the  intent  to  acquire or merge with such businesses. The
Company  is  considered  a development stage company and, due to its status as a
"shell"  corporation, its principal business purpose is to locate and consummate
a  merger or acquisition with a private entity. Because of the Company's current
status  having  no  assets  and  no  recent  operating history, in the event the
Company  does  successfully  acquire  or  merge  with  an  operating  business
opportunity,  it  is  likely  that  the  Company's  present  shareholders  will
experience  substantial  dilution and there will be a probable change in control
of  the  Company.


Any target acquisition or merger candidate of the Company will become subject to
the  same  reporting  requirements  as the Company upon consummation of any such
business combination. Thus, in the event that the Company successfully completes
an acquisition or merger with another operating business, the resulting combined
business  must  provide  audited  financial statements for at least the two most
recent  fiscal  years  or, in the event that the combined operating business has
been  in  business  less  than  two  years, audited financial statements will be
required  from  the  period  of  inception  of  the target acquisition or merger
candidate.

The  Company's  principal  executive  offices  are  temporarily located at: 5821
Emigration  Canyon,  Salt  Lake  City,  Utah,  84108.

Business  of  Issuer

BUSINESS.
---------

Other  than the above-referenced matters and seeking and investigating potential
assets,  properties  or  businesses  to acquire, the Company has had no business
operations  since  inception. To the extent that the Company intends to continue
to  seek  the  acquisition  of assets, property or business that may benefit the
Company  and  its  stockholders,  it  is  essentially a corporate shell company.
Because  the  Company  has  limited  assets and conducts no business, management
anticipates  that  any  such acquisition would require it to issue shares of its
common  stock  as the sole consideration for the acquisition. This may result in
substantial  dilution of the shares of current stockholders. The Company's Board
of  Directors  shall  make  the final determination whether to complete any such
acquisition;  the approval of stockholders will not be sought unless required by
applicable laws, rules and regulations, its Articles of Incorporation or Bylaws,
or  contract.  The Company makes no assurance that any future enterprise will be
profitable  or  successful.


<PAGE>
The  Company  is not currently engaging in any substantive business activity and
has  no  plans  to engage in any such activity in the foreseeable future. In its
present form, the Company may be deemed to be a vehicle to acquire or merge with
a business or company. The Company does not intend to restrict its search to any
particular  business  or  industry,  and  the  areas  in  which it will seek out
acquisitions,  reorganizations  or  mergers may include, but will not be limited
to,  the  fields  of high technology, manufacturing, natural resources, service,
research  and development, communications, transportation, insurance, brokerage,
finance  and  all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it  may  be  extremely  limited, and may be restricted to entities who desire to
avoid  what  these  entities  may  deem  to be the adverse factors related to an
initial  public  offering  ("IPO").  The most prevalent of these factors include
substantial  time  requirements,  legal  and  accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of  or  the  inability  to  obtain the required financial statements for such an
undertaking,  limitations  on  the  amount  of  dilution  to public investors in
comparison to the stockholders of any such entities, along with other conditions
or  requirements imposed by various federal and state securities laws, rules and
regulations.  Any  of  these  types  of entities, regardless of their prospects,
would  require the Company to issue a substantial number of shares of its common
stock  to  complete  any  such  acquisition,  reorganization  or merger, usually
amounting  to between 80 and 95 percent of the outstanding shares of the Company
following  the  completion  of any such transaction; accordingly, investments in
any  such  private  entity,  if available, would be much more favorable than any
investment  in  the  Company.

In  the  event that the Company engages in any transaction resulting in a change
of control of the Company and/or the acquisition of a business, the Company will
be  required  to file with the Commission a Current Report on Form 8-K within 15
days  of  such  transaction.  A  filing  on Form 8-K also requires the filing of
audited  financial  statements  of  the  business acquired, as well as pro forma
financial  information  consisting  of  a pro forma condensed balance sheet, pro
forma  statements  of  income  and  accompanying  explanatory  notes.

Management  intends to consider a number of factors prior to making any decision
as  to  whether  to participate in any specific business endeavor, none of which
may be determinative or provide any assurance of success. These may include, but
will  not  be  limited  to an analysis of the quality of the entity's management
personnel;  the  anticipated  acceptability  of  any  new  products or marketing
concepts;  the  merit of technological changes; its present financial condition,
projected  growth  potential  and  available technical, financial and managerial
resources;  its working capital, history of operations and future prospects; the
nature  of  its  present and expected competition; the quality and experience of
its  management  services  and  the  depth  of its management; its potential for
further  research, development or exploration; risk factors specifically related
to  its business operations; its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products, services, trademarks
and  name identification; and numerous other factors which are difficult, if not
impossible,  to  properly or accurately analyze, let alone describe or identify,
without  referring  to  specific  objective  criteria.

Regardless, the results of operations of any specific entity may not necessarily
be  indicative  of  what  may  occur in the future, by reason of changing market
strategies,  plant  or  product  expansion,  changes in product emphasis, future
management  personnel  and changes in innumerable other factors. Further, in the
case  of  a  new  business  venture or one that is in a research and development
mode,  the risks will be substantial, and there will be no objective criteria to
examine  the  effectiveness  or  the abilities of its management or its business
objectives.  Also, a firm market for its products or services may yet need to be
established, and with no past track record, the profitability of any such entity
will  be  unproven  and  cannot  be  predicted  with  any  certainty.

Management  will attempt to meet personally with management and key personnel of
the  entity  sponsoring  any business opportunity afforded to the Company, visit
and  inspect material facilities, obtain independent analysis or verification of
information  provided  and  gathered,  check  references  of  management and key
personnel  and  conduct other reasonably prudent measures calculated to ensure a
reasonably  thorough review of any particular business opportunity; however, due
to  time  constraints  of  management,  these  activities  may  be  limited.


<PAGE>
The  Company  is  unable  to  predict the time as to when and if it may actually
participate  in  any  specific  business  endeavor. The Company anticipates that
proposed  business  ventures  will  be  made  available  to  it through personal
contacts  of  directors,  executive  officers  and  principal  stockholders,
professional  advisors, broker dealers in securities, venture capital personnel,
members  of  the  financial  community  and  others  who may present unsolicited
proposals.  In  certain cases, the Company may agree to pay a finder's fee or to
otherwise  compensate  the  persons  who submit a potential business endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's  directors, executive officers, beneficial owners or their affiliates.
In  this  event,  such  fees  may  become  a  factor in negotiations regarding a
potential  acquisition  and, accordingly, may present a conflict of interest for
such  individuals.

Further,  substantial  fees  are often paid in connection with the completion of
these  types  of  acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after  deduction of legal, accounting and other related expenses, and
it  is  not  unusual  for  a  portion  of  these  fees  to be paid to members of
management  or to principal stockholders as consideration for their agreement to
retire  a portion of the shares of common stock owned by them. In the event that
such  fees  are  paid,  they  may  become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest  for  such  individuals.

Currently, the Company has identified one potential acquisition target GlobalNet
International,  Inc. Management of the Company is not in any way affiliated with
this  Company.  The  Company  is  completing certain due diligence pursuant to a
merger  agreement  dated  March  22,  2000,  between  the  Company,  GlobalNet
International,  Inc.,  a  private  Delaware  company, and GN Acquisition Corp. a
wholly  owned subsidiary of the Company formed in Delaware for this transaction.
On  completion  of the due diligence review, stockholder approval will be sought
and  a  information  circular  will  be  filed  with the Securities and Exchange
Commission  and  provided  to  all stockholders of record outlining the proposed
transaction  in  full  with  attached  financial  statements  for  GlobalNet
International, Inc. There can be no guarantee at this time that this transaction
will  be  completed  by  the  parties.


PRINCIPAL  PRODUCTS  AND  SERVICES.
--------------------------------

The  limited  business  operations  of the Company, as now contemplated, involve
those  of  a corporate shell company. The only activities to be conducted by the
Company are to manage its current limited assets and to seek out and investigate
the  acquisition of any viable business opportunity by purchase and exchange for
securities  of  the  Company  or  pursuant to a reorganization or merger through
which  securities  of  the  Company  will  be  issued  or  exchanged.

DISTRIBUTION  METHODS  OF  THE  PRODUCTS  OR  SERVICES.
-------------------------------------------------

Management  will  seek  out and investigate business opportunities through every
reasonably  available  fashion,  including  personal  contacts,  professionals,
securities  broker  dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise  its availability as a vehicle to bring a company to the public market
through  a  "reverse"  reorganization  or  merger.

STATUS  OF  ANY  PUBLICLY  ANNOUNCED  NEW  PRODUCT  OR  SERVICE.
--------------------------------------------------------

None;  not  applicable.

COMPETITIVE  BUSINESS  CONDITIONS.
--------------------------------


<PAGE>
Management  believes  that  there  are  literally  thousands  of  "blank  check"
companies  engaged in endeavors similar to those engaged in by the Company; many
of  these  companies  have  substantial  current  assets  and  cash  reserves.
Competitors  also  include  thousands  of  other  publicly-held  companies whose
business  operations  have  proven  unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to  predict  the  competitive position of the Company or any other entity in the
strata  of these endeavors; however, the Company, having limited assets and cash
reserves,  will  no  doubt  be  at  a competitive disadvantage in competing with
entities  which  have  recently completed IPO's, have significant cash resources
and  have recent operating histories when compared with the complete lack of any
substantive  operations  by  the  Company  for  the  past  several  years.

SOURCES  AND  AVAILABILITY  OF  RAW  MATERIALS AND NAMES OF PRINCIPAL SUPPLIERS.
--------------------------------------------------------------------------

None;  not  applicable.

DEPENDENCE  ON  ONE  OR  A  FEW  MAJOR  CUSTOMERS.
-------------------------------------------

None;  not  applicable.

PATENTS,  TRADEMARKS,  LICENSES,  FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR
LABOR  CONTRACTS.
--------------------------------------------------------------------------

None;  not  applicable.

NEED  FOR  ANY  GOVERNMENTAL  APPROVAL  OF  PRINCIPAL  PRODUCTS  OR  SERVICES.
---------------------------------------------------------------------

Because  the  Company  currently  produces  no  products  or services, it is not
presently subject to any governmental regulation in this regard. However, in the
event  that  the  Company engages in a merger or acquisition transaction with an
entity  that  engages  in  such  activities,  it  will  become  subject  to  all
governmental  approval  requirements  to  which the merged or acquired entity is
subject.

EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS  ON  BUSINESS.
-------------------------------------------------------------------

The  integrated  disclosure  system  for  small  business issuers adopted by the
Commission  in  Release  No.  34-30968  and  effective  as  of  August 13, 1992,
substantially  modified  the  information and financial requirements of a "Small
Business  Issuer,"  defined  to  be an issuer that has revenues of less than $25
million;  is  a  U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however,  an entity is not a small business issuer if it has a public float (the
aggregate  market  value  of  the  issuer's  outstanding  securities  held  by
non-affiliates)  of  $25  million  or  more.

The  Commission,  state securities commissions and the North American Securities
Administrators  Association,  Inc.  ("NASAA")  have  expressed  an  interest
in  adopting  policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The  present laws, rules and regulations designed to promote availability to the
small  business  issuer  of  these  capital  markets and similar laws, rules and
regulations  that  may  be  adopted  in  the future will substantially limit the
demand  for  "blank  check"  companies like the Company, and may make the use of
these  companies  obsolete.

RESEARCH  AND  DEVELOPMENT.
-------------------------

None;  not  applicable.

COST  AND  EFFECTS  OF  COMPLIANCE  WITH  ENVIRONMENTAL  LAWS.
-------------------------------------------------------

None;  not  applicable.  However,  environmental  laws,  rules  and  regulations

<PAGE>
may  have  an adverse effect on any business venture viewed by the Company as an
attractive  acquisition,  reorganization  or merger candidate, and these factors
may  further  limit  the number of potential candidates available to the Company
for  acquisition,  reorganization  or  merger.

NUMBER  OF  EMPLOYEES.
--------------------

None.

ITEM  2.  DESCRIPTION  OF  PROPERTY.
-----------------------

The  Company has no assets, property or business; its principal executive office
address  and  telephone  number  are  the  business office address and telephone
number  of  its  President,  and  are currently provided at no cost. Because the
Company has had no business, its activities will be limited to keeping itself in
good  standing in the State of Nevada, seeking out acquisitions, reorganizations
or  mergers and preparing and filing the appropriate reports with the Securities
and  Exchange Commission. These activities have consumed an insubstantial amount
of  management's  time.

ITEM  3.  LEGAL  PROCEEDINGS.
------------------

The  Company is not a party to any pending legal proceeding. To the knowledge of
management,  no  federal,  state  or  local  governmental  agency  is  presently
contemplating any proceeding against the Company. No director, executive officer
or affiliate of the Company or owner of record or beneficially of more than five
percent of the Company's common stock is a party adverse to the Company or has a
material  interest  adverse  to  the  Company  in  any  proceeding.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.
----------------------------------------------------

No  matter  was submitted to a vote of the Company's security holders during the
fourth  quarter  of  the  calendar  year  covered  by  this  Report.



                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.
---------------------------------------------------------

MARKET  INFORMATION


Our  Common  Stock  is  currently  quoted on Pink Sheets up until a week ago our
Common Stock was quoted on the OTC Bulletin Board. It is traded under the symbol
"RCERE".  The  following  table  sets  forth the range of high and low prices as
reported on the OTC Bulletin Board for the periods indicated. The Company had no
trading  activity  since  in  1999.

As  of March 31, 2000, the Company had 27 holders of record of its Common Stock.
The  Company  has  not  declared  or paid cash dividends on its Common Stock and
presently  has  no  plans  to do so. Any change in the Company's dividend policy
will  be at the sole discretion of the Board of Directors and will depend on the
Company's  profitability,  financial  condition,  capital  needs,  future  loan
covenants,  general  economic  conditions,  future  prospects  and other factors
deemed  relevant  by  the  Board  of Directors. The Company currently intends to
retain earnings for use in the operation and expansion of the Company's business
and  does  not  anticipate  paying  cash  dividends  in  the foreseeable future.


<PAGE>
The  Company's  common  stock are subject to the provisions of Section 15(g) and
Rule  15g-9  of  the  Securities Exchange Act of 1934, as amended (the 'Exchange
Act"),  commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain  requirements  for  transactions  in  penny  stocks  and Rule 15g9(d)(1)
incorporates  the  definition  of penny stock as that used in Rule 3a5l-l of the
Exchange  Act.  The  Commission  generally  defines penny stock to be any equity
security  that  has a market price less than $5.00 per share, subject to certain
exceptions.  Rule 3a5l-l provides that any equity security is considered to be a
penny  stock  unless  that  security  is:  registered  and  traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for  quotation  on  The  NASDAQ  Stock Market; issued by a registered investment
company;  excluded from the definition on the basis of price (at least $5.00 per
share)  or  the issuer's net tangible assets; or exempted from the definition by
the  Commission.

If  at  anytime  the Company's shares are deemed to be a penny stock, trading in
the  shares  will  be  subject  to  additional  sales  practice  requirements on
broker-dealers who sell penny stocks to persons other than established customers
and  accredited investors, generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse. For
transactions  covered  by  these  rules,  broker-dealers  must  make  a  special
suitability  determination  for  the  purchase  of such securities and must have
received  the  purchaser's  written  consent  to  the  transaction  prior to the
purchase.  Additionally,  for  any  transaction  involving a penny stock, unless
exempt,  the  rules  require  the delivery, prior to the first transaction, of a
risk  disclosure  document  relating  to the penny stock market. A broker-dealer
also  must  disclose  the  commissions payable to both the broker-dealer and the
registered  representative,  and current quotations for the securities. Finally,
monthly  statements  must  be  sent  disclosing recent price information for the
penny  stocks held in the account and information on the limited market in penny
stocks.  Consequently, these rules may restrict the ability of broker dealers to
trade  and/or maintain a market in the Company's common stock and may affect the
ability  of  shareholders  to  sell  their  shares.

As  of  March  ,  2000  there  were 37 holders of record of the Company's common
stock.  As  of the date hereof, the Company has issued and outstanding 9,960,000
shares of common stock. of this total, all shares, excepting those issued to the
current  officers  in  July  of  1999, were issued in transactions more than two
years  ago.  (A  forward  200-for-1  stock split occurred on June 24, 1999 and a
second  20-for-1  stock  split  occurred March 1, 2000, increasing the number of
shares  held  by  existing  shareholders, which is not deemed a "new" issuance.)
Thus, all but 160,000 shares were issued more than two years ago and may be sold
or  otherwise  transferred without restriction pursuant to the terms of Rule 144
("Rule  144") of the Securities Act of 1933, as amended (the "Act"), unless held
by  an affiliate or controlling shareholder of the Company. Of these shares, the
Company  has  identified  160,000  shares  as  being  held  by affiliates of the
Company.  The  remaining  9,800,000 shares are deemed free from restrictions and
may  be  sold  and/or  transferred  without  further  registration
under  the  Act.

The  160,000  restricted  shares  presently  held  by  affiliates or controlling
shareholders  of  the  Company have not been held for the requisite one year and
therefore  may not be sold pursuant to Rule 144. Once such shares or shares held
by  affiliates  meet the minimum holding period, then, subject to the volume and
other  limitations set forth under Rule 144, they may be sold. In general, under
Rule  144  as  currently  in  effect,  a  person  (or  persons  whose shares are
aggregated)  who  has beneficially owned restricted shares of the Company for at
least  one  year, including any person who may be deemed to be an "affiliate" of
the  Company  (as the term "affiliate" is defined under the Act), is entitled to
sell,  within  any  three-month period, an amount of shares that does not exceed
the  greater  of  (i)  the average weekly trading volume in the Company's common
stock  during  the  four  calendar weeks preceding such sale, or (ii) 1 % of the
shares  then outstanding. A person who is not deemed to be an "affiliate" of the
Company  and  who  has  held restricted shares for at least three years would be
entitled  to  sell  such shares without regard to the resale limitations of Rule
144.

HOLDERS
-------

  The  number  of  record  holders of the Company's common stock as of March 31,
2000  is  approximately  27.

DIVIDENDS

<PAGE>
---------
  The  Company  has not declared or paid cash dividends or made distributions in
the past, and the Company does not anticipate that it will pay cash dividends or
make  distributions  in the foreseeable future. The Company currently intends to
retain  and  reinvest  future  earnings,  if  any,  to  finance  its operations.


<TABLE>
<CAPTION>



SALES  OF  "UNREGISTERED" AND "RESTRICTED" SECURITIES OVER THE PAST THREE YEARS.
------------------------------------------------------------------------------


Name and Address                Date       Number of Shares    Consideration
----------------             ---------    -------------------  -------------
<S>                         <C>           <C>                  <C>
Gary Noerring. . . . . . .  July 1, 1999             4,000     $        4,000
5812 Emigration Canyon
Salt Lake City, Utah 84108

Lynn Noerring. . . . . . .  July 1, 1999             4,000     $        4,000
5812 Emigration Canyon
Salt Lake City, Utah 84108
<FN>


*     Gary and Lynn Noerring are husband and wife. The number reflected above is
pre-split  of  the  shares  of  the  Company  on  March  1,  2000.
**     All  shares sold were common shares, were sold for cash with no discounts
or commissions paid, and were sold pursuant to exemption form registration under
Sections  4(2)  of  the  Securities  Act  of  1933.
</TABLE>

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.
----------------------------------------------------------

PLAN  OF  OPERATION.
------------------

The  Company has not engaged in any material operations or had any revenues from
operations  since  inception.  The  Company's  plan of operation for the next 12
months  is  to  continue  to  seek  the  acquisition  of  assets,  properties or
businesses  that  may  benefit  the  Company  and  its  stockholders. Management
anticipates  that to achieve any such acquisition, the Company will issue shares
of  its  common  stock  as  the  sole  consideration  for  such  acquisition.

During the next 12 months, the Company's only foreseeable cash requirements will
relate  to  maintaining  the Company in good standing or the payment of expenses
associated with reviewing or investigating any potential business venture, which
the  Company expects to pay from its cash resources. As of December 31, 1999, it
had no cash or cash equivalents. It is a certainty that additional funds will be
required  to meet even the minimal obligations envisioned herein. Such funds may
be  advanced  by management or stockholders in return for the issuance of common
shares  of the Company or as loans to the Company. However, any such loan should
not  exceed  $25,000  and will be on terms no less favorable to the Company than
would  be  available from a commercial lender in an arm's length transaction. As
of  the date of this Report, the Company is not engaged in any negotiations with
any  person  regarding  any  such  venture.

RESULTS  OF  OPERATIONS.
----------------------

Other than restoring and maintaining its good corporate standing in the State of
Nevada, obtaining an audit of the Company's financial statements, submitting the
Company's  common  stock  for quotation on the NASD OTC Bulleting Board, and the
filing  of  a  Form  10  Registration,  the Company has had no material business
operations  in  the  three  most  recent  calendar  years.

At  December  31,  1999,  the Company's had total assets of $0. See the Index to
Financial  Statements,  Item  7  of  this  Report.


<PAGE>
During  the calendar year ended December 31, 1999, the Company had a net loss of
$8,000.  The Company has received no revenues in either of its three most recent
calendar  years.  See  the Index to Financial Statements, Item 7 of this Report.

LIQUIDITY.
---------

During  the  fiscal years ended December 31, 99, 98, and 97 the Company has been
able  to  pay  its  expenses  and costs through the private sale of its stock to
officers  and  directors of the Company. As of December 31, 1999 the Company had
$0  in  cash  or  cash equivalents on hand. The Company anticipates that this it
have  to  raise  additional funds through the sale of stock or borrowing just to
maintain  the  corporate existence of the Company and to maintain the Company on
the  OTC Bulletin Board. No assurance can be given that the Company will be able
to  raise  these  funds.

RECENT  ACCOUNTING  PRONOUNCEMENTS.
--------------------------------

The  Financial  Accounting  Standards  Board  ("FASB")  has  issued Statement of
Financial  Accounting  Standard  ("SFAS")  No.  128,  "Earnings  Per  Share" and
Statement  of Financial Accounting Standards No. 129 "Disclosures of Information
About  an  Entity's Capital Structure." SFAS No. 128 provides a different method
of  calculating  earnings  per  share  than is currently used in accordance with
Accounting  Principles  Board Opinion No. 15, "Earnings Per Share." SFAS No. 128
provides for the calculation of "Basic" and "Dilutive" earnings per share. Basic
earnings  per  share  includes  no  dilution  and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding  for  the  period. Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of an entity, similar to
fully  diluted  earnings  per  share.  SFAS  No.  129  establishes standards for
disclosing  information  about  an  entity's capital structure. SFAS No. 128 and
SFAS  No.  129  are effective for financial statements issued for periods ending
after December 15, 1997. Their implementation is not expected to have a material
effect  on  the  financial  statements.

The FASB has also issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS
No.  131, "Disclosures about Segments of an Enterprise and Related Information."
SFAS  No.  130  establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income is defined
to  include  all  changes  in  equity except those resulting from investments by
owners  and  distributions  to  owners.  Among  other  disclosures, SFAS No. 130
requires  that  all  items  that  are  required  to  be recognized under current
accounting  standards  as  components  of  comprehensive income be reported in a
financial  statement  that  displays with the same prominence as other financial
statements.  SFAS  No.  131  supersedes  SFAS  No.  14  "Financial Reporting for
Segments  of  a  Business Enterprise." SFAS No. 131 establishes standards on the
way  that public companies report financial information about operating segments
in  annual  financial  statements and requires reporting of selected information
about  operating  segments in interim financial statements issued to the public.
It  also  establishes  standards for disclosure regarding products and services,
geographic areas and major customers. SFAS No. 131 defines operating segments as
components  of a company about which separate financial information is available
that  is  evaluated  regularly by the chief operating decision maker in deciding
how  to  allocate  resources  and  in  assessing  performance.

SFAS  130  and  131 are effective for financial statements for periods beginning
after  December  15, 1997 and requires comparative information for earlier years
to be restated. Management believes that the implementation of the new standards
will  not  have  a  material  effect  on  the  Company's  financial  statements.

The FASB has also issued SFAS No 132. "Employers' Disclosures about Pensions and
other  Post-retirement Benefits," which standardizes the disclosure requirements
for  pensions  and  other  Post-retirement  benefits  and  requires  additional
information on changes in the benefit obligations and fair values of plan assets
that  will  facilitate  financial  analysis. SFAS No. 132 is effective for years
beginning  after  December  15,  1997  and  requires comparative information for
earlier  years to be restated, unless such information is not readily available.
Management  believes the adoption of this statement will have no material impact
on  the  Company's  financial  statements.


<PAGE>
In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities"  which  requires  companies  to  record
derivatives  as  assets  or liabilities, measured at fair market value. Gains or
losses  resulting  from  changes  in  the  values  of those derivatives would be
accounted  for  depending  on the use of the derivative and whether it qualifies
for hedge accounting. The key criterion for hedge accounting is that the hedging
relationship  must  be  highly effective in achieving offsetting changes in fair
value or cash flows. SFAS No. 133 is effective for all fiscal quarters of fiscal
years  beginning  after  June 15, 1999. Management believes the adoption of this
statement  will  have  no  material  impact  on  the  Company.

ITEM  7.  FINANCIAL  STATEMENTS.
--------------------------------
<PAGE>


                                RICH EARTH, INC.
                         FINANCIAL STATEMENTS AND REPORT
                   OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
                     DECEMBER 31, 1999 AND DECEMBER 31, 1998

<PAGE>


                  [LETTERHEAD ANDERSEN ANDERSEN & STRONG, L.C.]

                                                Andersen Andersen & Strong, L.C.
                                                  941 East 3300 South, Suite 202
                                                    Salt Lake City, Utah   84106
                                                        Telephone:  801-486-0096
                                                              Fax:  801-486-0098

Board  of  Directors
Rich  Earth,  Inc.

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheets of Rich Earth, Inc. (development
stage  company)  at  December  31,  1999  and December 31, 1998, and the related
statements  of  operations,  stockholders' equity, and cash flows for the  years
ended December 31, 1999, 1998  and 1997 and the period October 19, 1988 (date of
inception)  to  December  31,  1999.  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  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit 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 balance sheet 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 Rich Earth, Inc. at December
31,  1999 and  December 31, 1998, and the results of  operations and  cash flows
for the  years ended December 31, 1999, 1998 and 1997 and the period October 19,
1988  (date  of  inception)  to  December 31, 1999, in conformity with generally
accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  The  Company  has  been  in the
development  stage  since  its  inception and has suffered recurring losses from
operations  , which raises substantial  doubt about its ability to continue as a
going  concern.  Management's  plans in regard to these matters are described in
Note  4.  The  financial  statements  do  not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

                                                  /s/ ANDERSEN ANDERSEN & STRONG
March  29,  2000
Salt  Lake  City,  Utah



<PAGE>



                               RICH  EARTH,  INC.
                          ( DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                    DECEMBER 31, 1999, AND DECEMBER 31, 1998

<TABLE>
<CAPTION>

                                                            DEC 31,         DEC 31,
                                                             1999            1998
                                                       ----------------  --------------
<S>                                                    <C>               <C>
ASSETS

CURRENT ASSETS

Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $             -   $           -
                                                       ----------------  --------------
  Total Current Assets. . . . . . . . . . . . . . . .  $             -   $           -
                                                       ================  ==============



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable. . . . . . . . . . . . . . . . . . .  $             -   $           -
                                                       ----------------  --------------
Total Current Liabilities . . . . . . . . . . . . . .                -               -
                                                       ----------------  --------------


STOCKHOLDERS' EQUITY

Common stock
        100,000,000 shares authorized, at $0.001 par
        value; 498,000 shares issued and outstanding
 on Dec 31, 1999; 490,000 on Dec 31, 1998 . . . . . .              498             490

Capital in excess of par value. . . . . . . . . . . .           34,252          26,260

    Deficit accumulated during the development stage.          (34,750)        (26,750)
                                                       ----------------  --------------

Total Stockholders' Equity (deficiency) . . . . . . .                -               -
                                                       ----------------  --------------
                                                       $             -   $           -
                                                       ================  ==============

</TABLE>



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



<PAGE>
                                RICH  EARTH, INC.
                          ( DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998. AND 1997
    AND THE PERIOD OCTOBER 19, 1988 (DATE OF INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>

                          DEC 31,            DEC 31,          DEC 31,     OCT 19, 1988 TO
                          1999                1998             1997        DEC  31, 1999
                      -----------------  ---------------  -------------  -----------------
<S>                   <C>                <C>              <C>            <C>
REVENUES . . . . . .  $              -   $             -  $           -  $              -

EXPENSES . . . . . .             8,000                 -              -            34,750
                      -----------------  ---------------  -------------  -----------------
NET LOSS . . . . . .  $         (8,000)  $             -  $           -  $        (34,750)
                      =================  ===============  =============  =================



NET LOSS PER COMMON
SHARE

Basic. . . . . . . .  $           (.02)  $             -  $           -
                      -----------------  ---------------  -------------



AVERAGE  OUTSTANDING
    SHARES

     Basic . . . . .           494,000           490,000        490,000
                      -----------------  ---------------  -------------

</TABLE>

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

<PAGE>
                               RICH   EARTH,  INC.
                          ( DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES  IN STOCKHOLDERS' EQUITY
                  PERIOD  OCTOBER  19, 1988 (DATE OF INCEPTION)
                              TO DECEMBER 31, 1999
<TABLE>
<CAPTION>


                                               COMMON  STOCK     CAPITAL In
                                            -------------------  EXCESS OF   ACCUMULATED
                                               SHARES   AMOUNT   PAR VALUE     DEFICIT
                                               -------  -------  ----------  ---------
<S>                                            <C>      <C>      <C>         <C>
BALANCE OCTOBER 19,  1988 (date of inception)        -  $     -  $        -  $      -

Issuance of common stock for cash . . . . . .   80,000       80       3,920         -
   at $.05 - August 15, 1993

Issuance of common stock for cash . . . . . .  160,000      160       7,840         -
    at $.05 - August 27, 1993


Issuance of common stock for cash
    at $.05 - October 15, 1993. . . . . . . .  160,000      160       7,840         -

Issuance of common stock for cash
    at $.075  - November 18, 1993 . . . . . .   50,000       50       3,700         -

Issuance of common stock for cash
    at $.075 - December 7. 1993 . . . . . . .   40,000       40       2,960         -

Net operating loss for the year ended
   December 31, 1993. . . . . . . . . . . . .        -        -           -   (26,750)

                                               -------  -------  ----------  ---------

BALANCE DECEMBER 31, 1998 . . . . . . . . . .  490,000      490      26,260   (26,750)

Issuance of common stock for cash
    at $1.00 - June 30, 1999. . . . . . . . .    8,000        8       7,992         -

Net operating loss for the year ended
    December 31, 1999 . . . . . . . . . . . .        -        -           -    (8,000)
                                               -------  -------  ----------  ---------

BALANCE DECEMBER 31, 1999 . . . . . . . . . .  498,000  $   498  $   34,252  $(34,750
                                               =======  =======  ==========  =========


</TABLE>



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

<PAGE>

                              RICH   EARTH,   INC.
                          ( DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND  1997
   AND THE PERIOD OCTOBER 19, 1988 (DATE  OF  INCEPTION) TO DECEMBER 31, 1999


<TABLE>
<CAPTION>

                                              DEC 31,      DEC 31,    DEC 31,    OCT 19, 1988 TO
                                               1999         1998       1997       DEC  31, 1999
                                          -------------  ---------  ---------  -----------------
<S>                                       <C>            <C>        <C>        <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net loss . . . . . . . . . . . . . . . .  $     (8,000)  $       -  $       -  $        (34,750)

Adjustments to reconcile net loss to
net cash provided by operating
activities . . . . . . . . . . . . . . .             -           -          -                 -



Net Cash Used in Operations. . . . . . .        (8,000)          -          -           (34,750)
                                          -------------  ---------  ---------  -----------------

CASH FLOWS FROM INVESTING
ACTIVITIES . . . . . . . . . . . . . . .             -           -          -                 -
                                          -------------  ---------  ---------  -----------------

CASH FLOWS FROM FINANCING
ACTIVITIES

  Proceeds from issuance of common stock
                                                 8,000           -          -            34,750
                                          -------------  ---------  ---------  -----------------

Net Increase (Decrease) in Cash. . . . .             -           -          -                 -

Cash at Beginning of Period. . . . . . .             -           -          -                 -
                                          -------------  ---------  ---------  -----------------

Cash at End of Period. . . . . . . . . .  $          -   $       -  $       -  $              -
                                          =============  =========  =========  =================

</TABLE>



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

<PAGE>

                               RICH   EARTH,  INC.
                          ( DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



1.     ORGANIZATION

The  Company  was  incorporated under the laws of the State of Nevada on October
19, 1988 with the name of Charken Contractors Inc.  with authorized common stock
of  2,500  shares  with  no par value.  On June 28, 1999  the authorized capital
stock  was  increased  to  100,000,000  shares  with  a  par  value of $0.001 in
connection  with  a  name  change  to  Rich  Earth,  Inc.

On  June  28,  1999  the  Company  completed a forward common stock split of 200
shares  for each outstanding  share. This report has been prepared showing after
stock  split  shares  with  a  par  value  of  $.001  from  inception.

The  Company is in the development stage and has been engaged in the activity of
seeking  developmental  mining  properties  and  became  inactive  after  1993.

2.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Accounting  Methods
-------------------

The  Company  recognizes  income  and  expenses  based  on the accrual method of
accounting.

Dividend  Policy
----------------

The  Company  has  not  adopted  a  policy  regarding  payment  of  dividends.

Income  Taxes
-------------

On  December  31, 1999, the Company  had a  net operating loss  carry forward of
$34,750.  The  tax benefit from the loss carry forward  has been fully offset by
a  valuation reserve because the use of the future tax benefit is doubtful since
the  Company  has  no  operations.  The  net  operating  loss  expires  in 2021.

Basic  and  Diluted  Net  Income  (Loss)  Per  Share
----------------------------------------------------

Basic  net  income  (loss)  per share amounts are computed based on the weighted
average  number  of  shares actually outstanding, after the stock split. Diluted
net  income  (loss)  per  share  amounts are computed using the weighted average
number  of  common  shares and common equivalent shares outstanding as if shares
had  been  issued  on  the  exercise  of  the  preferred share rights unless the
exercise  becomes  antidilutive  and  then  only the basic per share amounts are
shown  in  the  report.

Financial  Instruments
----------------------

The  carrying  amounts of financial instruments  are considered by management to
be  their  estimated  fair  values.

                               RICH  EARTH,  INC.
                          ( DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

Comprehensive  Income
---------------------

The  Company  adopted  Statement  of Financial Accounting Standards No. 130. The
adoption  of  this  standard  had no impact on the total stockholder's equity on
December  31,  1999.

Recent  Accounting  Pronouncements
----------------------------------

The  Company  does  not  expect  that  the  adoption  of other recent accounting
pronouncements  will
have  a  material  impact  on  its  financial  statements.

Estimates  and  Assumptions
---------------------------

Management  uses  estimates and assumptions in preparing financial statements in
accordance  with  generally accepted accounting principles.  Those estimates and
assumptions  affect  the  reported  amounts  of  the assets and liabilities, the
disclosure  of  contingent assets and liabilities, and the reported revenues and
expenses.  Actual  results  could  vary  from the estimates that were assumed in
preparing  these  financial  statements.

3.  RELATED  PARTY  TRANSACTIONS

Related  parties  have  acquired  50%  of  the  outstanding  common stock of the
Company.

4.  GOING  CONCERN

Continuation  of  the  Company  as  a  going concern is dependent upon obtaining
sufficient  working  capital for any future  planned activity and the management
of  the Company has developed a strategy, which it believes will accomplish this
objective  through  additional  equity  funding,  and long term financing, which
will  enable  the  Company  to  operate  for  the  coming  year.



<PAGE>
                               RICH  EARTH,  INC.
                          ( DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)



5.  SUBSEQUENT  EVENTS

As  of March 23, 2000 the Company signed an agreement to acquire all outstanding
common  capital  stock  of  GlobalNet,  Inc.  ,  a private Delaware Corporation,
successor  to  DTA  Communications  Network LLC, and parent company of GlobalNet
LLC,  in  exchange  for  20,000,000  after  stock  split  shares of the Company.
GlobalNet  Inc.  is  a  facilities based global provider of high quality voice ,
fax,  and  other  value  added  applications over the Internet. The agreement is
subject to the Company raising $6,000,000 through a private placement of 600,000
units  at $10.00 per unit with each unit consisting of one share of common stock
of the Company and one warrant. Each warrant entitles the holder to purchase one
common  share  of  the Company for $15.00 at any time before six months from the
date  of  the  acquisition  of  the  units.

On  the  date of this report the Company had completed the  placement of 250,000
units  at  $10.00.

On March 1, 2000 the Company completed a forward stock split of 20 common shares
for each  outstanding share of the Company in the form of a 100% stock dividend.

Included  in the following are the summarized, consolidated, unaudited pro-forma
financial  statements  of  the Company and GlobalNet, Inc. as if the acquisition
had  been  completed on January 1, 2000. All intercompany transactions have been
eliminated.





<PAGE>
                        RICH  EARTH,  INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 JANUARY 1, 2000
<TABLE>
<CAPTION>


<S>                                          <C>
ASSETS

CURRENT ASSETS

Cash. . . . . . . . . . . . . . . . . . . .  $   717,854
    Accounts receivable . . . . . . . . . .      806,489
    Prepaid expenses. . . . . . . . . . . .        3,443
                                             ------------
  Total Current Assets. . . . . . . . . . .    1,527,786
                                             ------------

EQUIPMENT - net of accumulated depreciation    4,888,689
                                             ------------

                                             $ 6,416,475
                                             ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable. . . . . . . . . . . . . .  $ 2,689,444
                                             ------------
Total Current Liabilities . . . . . . . . .    2,689,444
                                             ------------


OTHER LIABILITIES . . . . . . . . . . . . .    5,505,158
                                             ------------

STOCKHOLDERS'  DEFICIENCY . . . . . . . . .   (1,778,127)
                                             ------------

                                             $ 6,416,475
                                             ============

</TABLE>




<PAGE>
                        RICH  EARTH, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 1999, AND 1998
                              (STATED IN THOUSANDS)
<TABLE>
<CAPTION>


                               DEC 31,        DEC 31,
                                1999           1998
                            -------------  -------------
<S>                         <C>            <C>
REVENUES . . . . . . . . .  $     25,971   $      4,046
COST OF TELECOMMUNICATIONS        25,084          3,370
                            -------------  -------------

    GROSS  PROFIT. . . . .           887            676

EXPENSES . . . . . . . . .         2,618            866
                            -------------


NET LOSS . . . . . . . . .  $     (1,731)  $       (190)
                            =============  =============
</TABLE>







<PAGE>
ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.
--------------------------------------------------------------------------------

None,  Not  applicable


                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.
--------------------------------------------------------------------------------

IDENTIFICATION  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS
-------------------------------------------------------

The  following table sets forth the names of all current directors and executive
officers  of the Company. These persons will serve until the next annual meeting
of  the  stockholders  or  until  their  successors are elected or appointed and
qualified, or their prior resignation or termination. In addition the table sets
forth  the  same  information  as  to all persons who were officers or directors
during  the  year  of  1999  but  who  are  no  longer  officers  or  directors.



<TABLE>
<CAPTION>


NAME                       POSITIONS HELD           DATE OF ELECTION OR DESIGNATION  TERMINATION OR RESIGNATION
-----------------  -------------------------------  -------------------------------  --------------------------
<S>                <C>                              <C>                              <C>
Xenios Xenopoulos  President, Sec./Treas./Director  February 2, 2000                 Not Applicable

Gary Noerring*. .  President/Director               March 8, 2000                    February 2, 2000

Lynn Noerring*. .  Sec./Treas./Director             March 8, 2000                    February 2, 2000

Rod Spalding. . .  President/Director               January 4, 1993                  March 8, 2000

Charles Spalding.  Sec./Treas./Director             January 4, 1993                  March 8, 2000
<FN>


*  Gary  Noerring  and  Lynn  Noerring  are  husband  and  wife.
</TABLE>


Business  Experience.
---------------------

Xenios  Xenopoulos  has  been a practicing attorney in Nicosia, Cyprus, for over
twenty  years.  He  has  held  the  position  of  President  of  the  Cyprus Bar
Association  for  the past five years. He is also the Cypriat representative for
the  International Bar Association. He is a regular speaker in the International
legal  community  regarding  Cypriat  corporate  and  tax  law.

SIGNIFICANT  EMPLOYEES.
----------------------

The  Company  has  no  employees  who  are  not  executive officers, but who are
expected  to  make  a  significant  contribution  to  the  Company's  business.

FAMILY  RELATIONSHIPS.
---------------------

Gary  Noerring  and  Lynn  Noerring,  the  former  officers and directors of the
Company  are  husband  and  wife.

INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS.
-----------------------------------------


<PAGE>
During  the past five years, no director, person nominated to become a director,
executive  officer,  promoter  or  control  person  of  the  Company:

(1)     was a general partner or executive officer of any business against which
any  bankruptcy  petition was filed, either at the time of the bankruptcy or two
years  prior  to  that  time;
(2)     was  convicted  in  a  criminal proceeding or named subject to a pending
criminal  proceeding  (excluding  traffic  violations and other minor offenses);
(3)     was subject to any order, judgment or decree, not subsequently reversed,
suspended or   vacated,  of  any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type  of  business,  securities  or  banking  activities;  or
(4)     as  found  by a court of competent jurisdiction (in a civil action), the
Securities  and  Exchange Commission or the Commodity Futures Trading Commission
to  have  violated  a  federal  or  state securities or commodities law, and the
judgment  has  not  been  reversed,  suspended  or  vacated.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
--------------------------------------------------------

Xenios  Xenopolous  has  concurrently  filed  a  Form  3,  Initial  Statement of
Beneficial
Ownership of Securities on or about April 14, 2000, this filings was outside the
time  requirement  provided  by  Seciton  16(A)  of  the  Exchange  Act.

ITEM  10.  EXECUTIVE  COMPENSATION.
-----------------------------------

The  Company  has not had a bonus, profit sharing, or deferred compensation plan
for  the  benefit  of  its employees, officers or directors. The Company has not
paid  any salaries or other compensation to its officers, directors or employees
for  the  years  ended  December 31, 1998 and 1999, nor at any time during 2000.
Further,  the  Company  has not entered into an employment agreement with any of
its  officers,  directors  or  any  other  persons  and  no  such agreements are
anticipated  in  the  immediate  future.  It  is  intended  that  the  Company's
directors  will  defer  any  compensation  until  such time as an acquisition or
merger  can  be  accomplished  and  will strive to have the business opportunity
provide  their  remuneration.  As  of the date hereof, no person has accrued any
compensation  from  the  Company.


COMPENSATION  OF  DIRECTORS.
----------------------------

There are no standard arrangements pursuant to which the Company's directors are
compensated  for  any  services  provided as director. No additional amounts are
payable  to  the  Company's  directors  for  committee  participation or special
assignments.

There  are  no arrangements pursuant to which any of the Company's directors was
compensated  during  the  Company's last completed calendar year for any service
provided  as  director.

EMPLOYMENT  CONTRACTS  AND  TERMINATION  OF  EMPLOYMENT  AND  CHANGE-IN-CONTROL
ARRANGEMENTS.
-------------------------------------------------------------------------------

There are no employment contracts, compensatory plans or arrangements, including
payments  to  be  received  from  the  Company,  with respect to any director or
executive  officer  of  the Company which would in any way result in payments to
any  such  person  because  of  his  or  her  resignation,  retirement  or other
termination  of  employment  with  the  Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change  in  control  of  the  Company.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT.
--------------------------------------------------------------------------------

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT.
----------------------------------------------------------------------


<PAGE>
The  following  table  sets  forth  the  shareholdings  of  those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of this Report, each director of the Company and all directors and officers
as  a  group,  with the computations being based upon 9,960,000 shares of common
stock  being  outstanding,  unless  otherwise  noted.


<TABLE>
<CAPTION>

                               Percentage
Name and Address              Number owned    of Outstanding
----------------              -------------  ----------------
<S>                           <C>            <C>
Sandra Lausen. . . . . . . .        600,000                 6%
Gary Hancey. . . . . . . . .        600,000                 6%
Joe Murphy . . . . . . . . .        800,000                 8%
Molly Porter . . . . . . . .        800,000                 8%
Keith Porter . . . . . . . .        600,000                 6%
Deremie Enterprises Limited*        160,000               1.6%
<FN>


*     Deremie Enterprises Limited is wholly owned by Xenios Xenopoulos, the sole
director  of  the Company. Deremie Enterprises Limited acquired these securities
from  Gary  and  Lynn  Noerring  in  February,  2000.
</TABLE>



CHANGES  IN  CONTROL.
---------------------

There  are  no present arrangements or pledges of the Company's securities which
may  result  in  a  change  in  control  of  the  Company.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.
--------------------------------------------------------------

TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS.
--------------------------------------------

For  a  description  of transactions between members of management, five percent
stockholders,  "affiliates", promoters and finders, see captions "Recent Changes
in  Control"  under Item 1, "Sales of 'Unregistered' and 'Restricted' Securities
Over  the  Past  Three  Years"  under  Item  5,  and  footnote 1 under "Security
ownership  of  Management"  under  Item  11

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.
-------------------------------------------------

REPORTS  ON  FORM  8-K
----------------------

NONE


EXHIBITS
--------

Exhibit
Number     Description*
------     -----------

 3.1  *     Initial  Articles  of  Incorporation,

 3.2  *     Articles  of  Amendment  to  the
            Articles  of  Incorporation,
 3.3  *     By-Laws

 27         Financial  Data  Schedule



DOCUMENTS  INCORPORATED  BY  REFERENCE


<PAGE>
*  Documents  previously  filed as exhibits to Form 10 filed on October 18, 1999
and  incorporated  herein  by  this  reference.




                                   SIGNATURES



Pursuant  to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act  of  1934,  the  Registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

    RICH  EARTH,  INC.
    (REGISTRANT)

    /s/  Xenios  Xenopoulos
    BY:  _______________________
    PRESIDENT  AND  DIRECTOR

DATED:  14TH  DAY  OF  APRIL,  2000


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  indicated  on  the  14th  day  of  2000,


/s/  Xenios  Xenopoulos
___________________________________
Director,  Chief  Executive  Officer
Secretary  and  Chief  Financial  Officer