SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C.
20549FORM 10-KSB

[X]  ANNUAL REPORT PURSUANT TO SECTION l3 OR l5 (d) OF THE
SECURITIES EXCHANGE ACT OF l934

For the fiscal year endedDecember 31, 2005

OR

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

For the transition period from
____________________ to ____________________

Commission file number000-28025

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

GLOBAL ENERGY INC.

(Name of Small Business Issuer in its
charter)

|Nevada                                                               | 86-0951473                             
|-------------------------------------------------------------------- | ---------------------------------------
|(State or other
      jurisdiction of incorporation or organization) | (IRS Employer Identification
      No.)

#400  1055 Dunsmuir Street,
Vancouver, BC, Canada V7X 1J1(Address of
principal executive offices)

(604) 639-5835(Issuer's telephone number)

#1305 - 1090 West Georgia Street,
Vancouver, BC, Canada V6E 3V7(Former
name, former address and former fiscal year, if changed since last
report)

Securities registered under Section
12(b) of the Exchange Act:Nil

Securities registered under Section
12(g) of the Exchange Act:

Title of each class

Common Stock, par value $0.001 per
share

Check whether the issuer (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has

been subject to such filing requirements
for the past 90 days.YesNo

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.

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).

|                                                               | Yes [X] | No 
      [  ] | 
|-------------------------------------------------------------- | ------- | -------------- | 
|State issuers revenues
      for its most recent fiscal year: | $42,631

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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
prices of such common equity, as of a specified date within the past 60 days:
$NIL

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

4,650,000 SHARES OF COMMON STOCK, AS OF
MARCH 17, 2006

DOCUMENTS INCORPORATED BY REFERENCE:None

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

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PART I

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including
the risks in the section entitled Risk Factors, that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable
law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

ITEM 1. DESCRIPTION OF BUSINESS

SUMMARY

GLOBAL ENERGY INC. (the "Company") was incorporated under the laws of Nevada on February 16, 1999, as Global Smartcards Inc. On April 28, 2003, the Company changed its name from Global Smartcards Inc. to Global Energy Inc.
The original Articles of the Company authorized the issuance of twenty- five million (25,000,000) common shares, par value $0.001 per share. The Company is currently engaged in the search for a new business opportunity.

As of March 17, 2006 the Company had four million six hundred and fifty thousand (4,650,000) shares of its $0.001 par value common voting stock issued and outstanding which are held by forty-four (44) shareholders of
record.

The Company had originally planned to market plastic cards with embedded microprocessors ("Smart Cards"). However, the Company was unable to complete negotiations to market Smart Cards. On June 5, 2003, the Company
purchased petroleum and natural gas producing properties and commenced operations as an independent energy company engaged in the acquisition of crude oil and natural gas properties in the United States. Prior to this date, the Company was
considered a development stage enterprise as defined by Statement of Financial Accounting Standards (SFAS) No. 7.

Effective July 1, 2005, the Company entered into an agreement with Roxbury Capital Group Ltd. and Qwest Capital Inc. pursuant to which the Company agreed to sell, and Roxbury Capital Group Ltd. and Qwest Capital Inc. agreed
to buy, substantially all of the Companys assets for the sum of $50,000. At July 1, 2005, these assets consisted primarily of a 6.5% working interest in an oil and gas lease located in Wharton County Texas, a 12.5% working interest in an
oil and gas lease located in Live Oak County Texas, and certain other assets ancillary to these oil and gas lease interests. The sale of these oil and gas assets was completed on July 6, 2005 with a resulting gain on disposition of $38,411. In
accordance with FAS 144 Accounting for the Impairment or Disposal of Long-Lived Assets, the property has been classified as held for sale for current and prior periods and income and expense relating to its operations have been classified as
discontinued operations in the Statement of Operations for all comparative periods.

As at December 31, 2005, the Company had positive working capital of only $6,632. Although the Company has recently sold its operating business and has no current operating costs, it will continue to incur
administrative, legal and auditing costs as well as the costs associated with the search for a new business. Management plans to seek sources of financing in order to pay these costs but there can be no assurance that any such financing can be
obtained on terms favorable to the Company, or even whether such financing can be obtained at all. Management expects to keep its operating costs to a minimum until cash is available through financing or operating activities. There are no assurances
that the Company will be successful in achieving these goals.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon the ability of the Company to obtain necessary financing to fund ongoing operations.
Management believes that its current and future plans enable it to continue as a going concern. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and
therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

The Company is currently engaged in the search for a new business opportunity. The Company does not intend to restrict its search to any specific business, industry, or geographical location and it may participate in a
business venture of any kind or

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nature. The Company may seek business
opportunities with entities that have recently commenced operations, or that
wish to utilize the public marketplace in order to raise additional capital to
expand into new products or markets, to develop a new product or service, or for
other corporate purposes. The Company may acquire assets and establish
wholly-owned subsidiaries in various businesses or acquire existing businesses
as subsidiaries. Therefore, the Company has virtually unlimited discretion to
search for and enter into negotiations with potential business opportunities. It
is impossible to predict at this time the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company offers.

The Company does not intend to seek
capital to finance the acquisition of a business opportunity or the operation of
any such business once acquired until the Company has negotiated the principal
business terms related to the acquisition of a business opportunity. It is
anticipated that the Company will incur expenses in connection with its review
of other business opportunities.

Management anticipates that the search for
an alternate business opportunity will be complex and that the acquisition of a
business opportunity will be risky. Business opportunities may be available to
the Company in many different industries and at various stages of development,
all of which will make the task of comparative investigation and analysis of
such business opportunities extremely difficult and complex.

The Company has, and will continue to
have, limited capital with which to provide the owners of business opportunities
with any significant cash or other assets. However, management believes the
Company will be able to offer owners of acquisition candidates the opportunity
to acquire an interest in a publicly registered company without incurring the
cost and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with our acquisition of a business opportunity, including
the costs of preparing annual (Form 10-K or 10-KSB), quarterly (Form 10-Q or
10-QSB) and current reports (Form 8-K), agreements and related documents. The
Securities Exchange Act of 1934 specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
includes providing audited financial statements to be included within the
numerous filings required under the Exchange Act. However, the Company has not
conducted market research and is not aware of statistical data which would
support the perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.

The Companys sole officer and director
will analyze new business opportunities. The Company intends to concentrate on
identifying preliminary prospective business opportunities which may be brought
to its attention through present affiliations and relationships of its officer
and director, or by its shareholders. In analyzing prospective business
opportunities, the Company will consider such matters as:

|· | available technical, financial
      and managerial resources;                                                    
|- | ------------------------------------------------------------------------------------------------------------------
| 
|· | working capital and other
      financial requirements;                                                           
| 
|· | history of operations, if
      any;                                                                              
| 
|· | prospects for the future, and the
      nature of present and expected competition;                               
| 
|· | quality and experience of
      management services which may be available and the depth of that
      management;
| 
|· | potential for further research,
      development, or exploration;                                                
| 
|· | potential for growth, expansion
      and profit; and                                                             
| 
|· | perceived public recognition of
      name identification, products and services.                                 
| 

The Company's officer and director may
meet personally with management and key personnel of the business opportunity as
part of the "due diligence" investigation. To the extent possible, the Company
intends to utilize written reports and personal investigations to evaluate the
above factors.

The Company will rely upon the efforts of
its officer and director and, to a lesser extent, the efforts of its
shareholders, in implementing its identification and review of other business
opportunities. To date, the Company has identified a number of new business
opportunities and it is currently performing due diligence investigations
regarding these opportunities. The Company has not entered into any binding
agreements with respect to any of these opportunities and is not currently in a
position to divulge the name or the nature of these business
opportunities.

ACQUISITION STRUCTURE

In implementing a structure for a
particular business acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement with
another corporation or entity. The Company may also acquire stock or assets of
an existing business. On the consummation of a transaction, it is probable that
the Company's present management and shareholders will no longer be in control
of the Company. In addition, the Company's directors and

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officers may, as part of the terms of the
acquisition transaction, resign and be replaced by new directors and officers
without a vote of the Company's shareholders.

It is anticipated that any securities
issued in any such reorganization would be issued in reliance upon an exemption
from registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of its transaction, the Company
may agree to register all or a part of such securities immediately after the
transaction is consummated or at specified times thereafter. If such
registration occurs, of which there can be no assurance, it will be undertaken
by the surviving entity after the Company has successfully consummated a merger
or acquisition. At this time, the Company does not anticipate registering any
additional securities until a merger or acquisition is consummated.

While the actual terms of a transaction
cannot be predicted, it may be expected that the parties will desire to avoid
the creation of a taxable event and structure the acquisition in a so-called
"tax-free" reorganization under the Internal Revenue Code. In order to obtain
tax-free treatment under the Internal Revenue Code, it may be necessary for the
owners of the acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the Company's shareholders would retain 20% or
less of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of the Company's
shareholders.

The Company will participate in a business
opportunity only after the negotiation and execution of appropriate written
agreements. Although the terms of such agreements cannot be predicted, generally
such agreements:

|· | require some specific
      representations and warranties by all of the parties;                                                        
|- | -----------------------------------------------------------------------------------------------------------------------------------------
| 
|· | specify certain events of
      default;                                                                                                 
| 
|· | detail the terms of closing and
      the conditions that must be satisfied by each of the parties prior to and
      after such closing;
| 
|· | outline the manner of bearing
      costs, including costs associated with the Company's attorneys and
      accountants;                
| 
|· | set forth remedies on default;
      and                                                                                                 
| 
|· | include miscellaneous other
      terms.                                                                                                 
| 

The Company does not intend to consider an
opportunity where the entity cannot provide independent audited financial
statements within a reasonable period of time after closing of the proposed
transaction; however, there is no assurance that such statements will, in fact,
be provided within a reasonable time after closing of any proposed
transaction.

RISK FACTORS

The Company's search for a business
opportunity is subject to numerous risk factors, including the
following:

NO REVENUE AND MINIMAL ASSETS. The Company
does not have any operations or revenues. The Company has minimal assets and
financial resources. The Company will, in all likelihood, continue to incur
operating expenses until it can acquire another business opportunity. There is
no assurance that the Company can identify such a business opportunity and
consummate such a combination. As a result, the Company may continue to incur
net operating losses that will increase continuously.

SPECULATIVE NATURE OF OUR OPERATIONS. In
the event the Company completes a business combination, the success of the
Company's operations may be dependent upon management of the successor firm or
venture partner firm and numerous other factors beyond the Company's
control.

SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS. The Company will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including venture capital firms, are active in
mergers and acquisitions of companies that may be desirable target candidates
for the Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.

NO AGREEMENT FOR BUSINESS COMBINATION OR
OTHER TRANSACTION. The Company has no arrangement, agreement or understanding
with respect to engaging in a merger with, joint venture with or acquisition of,
a private or public entity. There can be no assurance that the Company will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the Company.
The Company cannot make any assurances that it will be able to negotiate a
business combination on terms favorable to the Company.

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NO STANDARDS FOR BUSINESS COMBINATION. The
Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target business opportunity to have achieved. Accordingly, the Company
may enter into a business combination with a business opportunity
having:

|· | no significant operating
      history;                                        
|- | -------------------------------------------------------------------------------
| 
|· | losses;                                                                        
| 
|· | limited or no potential for
      earnings;                                    
| 
|· | limited assets;                                                                
| 
|· | negative net worth; or                                                         
| 
|· | other characteristics that are
      indicative of development stage companies.
| 

CONTINUED MANAGEMENT CONTROL, LIMITED TIME
AVAILABILITY. While seeking a business combination, management anticipates
devoting up to 20 hours per month to the Company's business. The Company has not
entered into employment agreements with its current officer and it is not
expected to do so in the foreseeable future. The Company has not obtained key
man life insurance on of its sole officer or director. Notwithstanding the
limited experience and time commitment of management, loss of the services of
the sole officer and director would adversely affect development of the
Company's business and its likelihood of continuing operations.

CONFLICTS OF INTEREST - GENERAL. The
Company's sole officer and director participates in numerous business ventures
which could be deemed to compete directly with us. Additional conflicts of
interest and non-arm's length transactions may also arise in the event the
Company's officer and director is involved in the management of any firm with
which the Company transacts business.

REPORTING REQUIREMENTS MAY DELAY OR
PRECLUDE ACQUISITION. Sections 13 and 15(d) of the Securities Exchange Act
require reporting companies to provide certain information about significant
acquisitions, including audited financial statements for the company acquired,
covering one, two, or three years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred by some target
entities to prepare such statements may significantly delay or essentially
preclude the Company from consummating an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting
requirements of the Securities Exchange Act are applicable.

LACK OF MARKET RESEARCH OR MARKETING
ORGANIZATION. The Company has neither conducted, nor have others made available
to the Company, results of market research indicating that market demand exists
for the transactions the Company is contemplating. Moreover, the Company does
not have, and does not plan to establish, a marketing organization. Even in the
event demand is identified for a merger or acquisition contemplated by the
Company, the Company cannot make any assurances it will be successful in
completing any such business combination.

LACK OF DIVERSIFICATION. The Company's
operations, even if successful, will in all likelihood result in the Company
engaging in a business combination with another entity. Consequently, the
Company's activities may be limited to those engaged in by any entity with which
it merges or acquires. The Company's inability to diversify its activities into
a number of areas may subject the Company to economic fluctuations within a
particular business or industry and, therefore, increase the risks associated
with the Company's operations.

GOVERNMENT REGULATION. Although the
Company will be subject to the reporting requirements under the Securities
Exchange Act, management believes the Company will not be subject to regulation
under the Investment Company Act, insofar as the Company will not be engaged in
the business of investing or trading in securities. In the event the company
engages in business combinations which result in the Company holding passive
investment interests in a number of entities, the Company could be subject to
regulation under the Investment Company Act. In such event, the Company would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has not obtained a
formal determination from the Securities and Exchange Commission as to its
status under the Investment Company Act and, consequently, violation of the
Investment Company Act could subject the Company to civil and criminal penalties
and could cause the Company to cease operations.

PROBABLE CHANGE IN CONTROL AND MANAGEMENT.
A business combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a private company obtaining a
controlling interest in the Company. Any such business combination may require
the Company's management and/or affiliates to sell or transfer all or a portion
of the Company's common stock held by them and/or to resign as members of the
Company's board of directors. The resulting change in control of the Company
could result in removal of the Company's present officer and director and a
corresponding reduction in or elimination of their participation in the
Company's future affairs.

REDUCTION OF PERCENTAGE SHARE OWNERSHIP
FOLLOWING A BUSINESS COMBINATION. If the Company engages in a business
combination with a private entity, in all likelihood; such a combination would
result in the Company

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issuing securities to the owners of such private entity. The issuance of the Company's previously authorized and unissued common stock would result in a reduction in the percentage of shares owned by the Company's present
and prospective shareholders and may result in a change in control or management of the Company.

"PENNY" STOCK REGULATION OF BROKER-DEALER SALES OF OUR SECURITIES. The SEC has adopted rules that regulate broker- dealer practices in connection with transactions in "penny stocks". Generally, penny stocks are equity
securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Since the Company's shares are traded for less than $5.00 per share, the shares are
subject to the SEC's penny stock rules until such time as (1) the Company's net tangible assets exceed $5,000,000 during the Company's first three years of continuous operations or $2,000,000 after the Company's first three years of
continuous operations; or (2) the Company has had average revenue of at least $6,000,000 for three years. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prescribed by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must obtain a written acknowledgment from the purchaser that the
purchaser has received the disclosure document. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly
account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must
make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity
in the secondary market for a stock that becomes subject to the penny stock rules. Such rules and regulations may make it difficult for holders to sell the common stock of the Company, and they may be forced to hold it indefinitely.

TAXATION. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination the Company may undertake. Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however,
there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction.

REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS OPPORTUNITIES. Management believes that any potential business opportunity must provide audited financial statements for review for the protection of all
parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with the Company, rather than incur the expenses associated with preparing audited financial
statements.

OIL AND GAS OPERATIONS

Prior to their disposition effective July 1, 2005, the Company held working interests in two oil and gas leases located in Texas. The Company sold its share of petroleum, natural gas and natural gas liquids produced from
its wells to a variety of purchasers at the wellhead in the United States. All of its sales were conducted with unaffiliated customers. These purchasers provided a ready market for all of the Company's production and paid the local market price,
which can fluctuate based upon prevailing market conditions.

Total revenues reported for fiscal 2005 and 2004, related to the oil and gas operations were $42,603 and $57,616 respectively.  The results of these operations have been classified as relating to discontinued
operations in the attached financial statements.

EMPLOYEES

The Company has no full time employees. Mr. Christopher Kape, the sole director of the Company and the Company's Chief Executive Officer, President, Secretary and Treasurer has agreed to allocate a portion of his time to
our activities. Mr. Kape anticipates that the Company's business plan can be implemented by his devoting an aggregate of 20 hours per month to the Company's business affairs and, consequently, conflicts of interest may arise with respect to the
limited time commitment by Mr. Kape. The Company does not expect any significant changes in the number of employees, until it completes the acquisition of another business.

The Company's sole officer and director is or may become involved with other companies who have a business purpose similar to the Company's. As a result, conflicts of interest may arise or the performance of the Company may
suffer. If a conflict of interest arises and the Company's officer and director is presented with business opportunities under circumstances

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where there may be a doubt as to whether the opportunity should belong to the Company or another company he is affiliated with, he shall disclose the opportunity to all such companies.

ITEM 2. DESCRIPTION OF FORMER BUSINESS PROPERTY

None

ITEM 3. LEGAL PROCEEDINGS

As at March 17, 2006, to the best of the knowledge of the management of the Company, there are no legal proceedings to which the Company is a party nor are any material legal proceedings contemplated.

We anticipate that, from time to time, we periodically may become subject to other legal proceedings in the ordinary course of our business. We are unable to ascertain the ultimate aggregate amount of monetary liability or
financial impact of the above matters which seek damages of material or indeterminate amounts, and therefore cannot determine whether these actions, suits, claims or proceedings will, individually or collectively, have a material adverse effect on
our business, results of operations, and financial condition. We intend to vigorously defend these actions, suits, claims and proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

No matters were submitted to a vote by shareholders of the Company during the fourth quarter of the fiscal year ended December 31, 2005.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

The Company's common stock has been listed on the over-the-counter bulletin board ("OTCBB") since November 19, 2004, under the symbol "GEYI"; however, based upon information received from the OTCBB, as of March 17, 2006, no
trades had taken place. On March 17, 2006 four bids were outstanding regarding the purchase of the Companys common stock with the highest such bid being $0.10. No shares were offered.

DIVIDENDS

The Company has not paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company currently intends to retain future earnings, if any, to fund the
development and growth of its business. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon the Company's financial condition, operating results, capital requirements,
applicable contractual restrictions and other factors as the board of directors deems relevant.

STOCK OPTIONS AND SHARE PURCHASE WARRANTS

There are no outstanding stock options or share purchase warrants to purchase securities of the Company.

OUTSTANDING SHARES AND SHAREHOLDERS OF RECORD

As of March 17, 2006, the Company had four million six hundred and fifty thousand (4,650,000) shares of its $0.001 par value common voting stock issued and outstanding which are held by forty-four (44) shareholders of
record.

RECENT SALES OF UNREGISTERED SECURITIES

The Company did not issue any securities during the fiscal year ended December 31, 2005.

In connection with its formation, a total of 2,000,000 shares of the Company's common stock was purchased by the three founders of the Company on February 18,1999, for $2,000 in cash, or $0.001 per share.

Between February 23 and February 28, 1999, the Company sold 1,000,000 shares of its common stock at a price of $0.025 per share to approximately 25 unaffiliated subscribers. The offering was conducted pursuant to Rule
504 of Regulation D,

---

promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Company filed an original Form D with the Securities and Exchange Commission on or about February 25, 1999.

On August 26, 1999, the Company completed a subsequent offering, in reliance upon the exemption from registration afforded by Sections 4(2) and 3(b) of the Securities Act and Regulation D, promulgated thereunder. The
Company sold 1,000,000 shares of Common Stock to 6 additional unaffiliated subscribers at a price of $0.05 per share. The total gross proceeds from the offering were $50,000.

On February 4, 2003, the Company sold 600,000 shares of common stock, to three unaffiliated subscribers, at a price of $0.05 per share, for total gross proceeds of $30,000. The offering was conducted pursuant to
Section 4(2) of the Securities Act.

In June 2003, the Company issued 50,000 shares of common stock to Euro-American Capital Corp., at a price of $0.05 per share, as partial consideration on the Purchase of certain working interests in producing petroleum
and natural gas leases, which have since been sold off by the Company.

PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS

We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2004.

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

OVERVIEW

Global Energy Inc. (the "Company") was organized on February 16, 1999, under the laws of the State of Nevada, U.S.A. as Global Smartcards Inc. On April 28, 2003, the Company changed its name to Global Energy Inc.

The Company originally planned to market plastic cards with embedded microprocessors.  However, the Company was unable to complete negotiations to market Smart Cards.  By agreement dated June 5, 2003, the Company purchased
petroleum and natural gas producing properties and commenced operations as an independent energy company engaged in the acquisition of crude oil and natural gas properties in the United States.

Effective July 1, 2005, the Company sold all of the oil and gas interests and currently owns no assets other than some modest cash balances. The Company has abandoned the business of the acquisition of crude oil and natural
gas properties in the United States and is engaged in seeking a new business opportunity.

GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The
Company realized net income for the year ended December 31, 2005 of $5,560 and at December 31, 2005, had an accumulated deficit of $102,868 and positive working capital of $6,632. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIESACCOUNTING ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles 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 and assumptions.

CASH AND CASH EQUIVALENTS

As of December 31, 2005 there were cash and cash equivalents of $25,183 while at December 31, 2004 there had been cash and cash equivalents of $2,060.  The increase in cash and cash equivalents resulted from the
proceeds from the sale of substantially all of the Companys assets.

---

CONCENTRATION OF CREDIT RISK

The Company places its cash and cash equivalents with financial institutions.  As of December 31, 2005 and 2004, the Company has no funds placed in a bank beyond insured limits.

FOREIGN CURRENCY TRANSLATIONThe Company maintains its accounting records in U.S. dollars.

At the transaction date, each asset, liability, revenue and expense is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities are translated
into U.S. dollars by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature,
involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair values.

Fair value approximates the amounts reflected in the financial statements for cash, amounts receivable and accounts payable. Management is of the opinion that the Company is not exposed to significant interest, credit or
currency risks arising from these financial instruments.

INCOME TAXES

The Company has adopted SFAS 109, "ACCOUNTING FOR INCOME TAXES", which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in
the Company's financial statements or tax returns using the liability method.  Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

EARNINGS (LOSS) PER SHARE

Net earnings (loss) per share is provided in accordance with SFAS 128, "EARNINGS PER SHARE". Basic earnings (loss) per share is computed by dividing losses available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted earnings (loss) per share reflects per share amounts that would have resulted if dilutive common stock equivalents had been converted to common stock. As of December 31, 2005 and 2004, the Company
has no dilutive common stock equivalents such as stock options.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS 151, "INVENTORY COSTS", which revised ARB 43, relating to inventory costs. This revision is to clarify the accounting for abnormal amounts of idle facility expense, freight, handling
costs and wasted material (spoilage). This Statement requires that these items be recognized as a current period charge regardless of whether they meet the criterion specified in ARB 43. In addition, this Statement requires the allocation of fixed
production overheads to the costs of conversion be based on normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not believe the adoption
of SFAS 151 will have a material impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153, "EXCHANGES OF NONMONETARY ASSETS", which changes the guidance in APB Opinion 29, "ACCOUNTING FOR NONMONETARY TRANSACTIONS".  This Statement amends Opinion 29 to eliminate the
exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance.  A non-monetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective during fiscal years beginning after June 15, 2005. The Company does not believe the adoption of SFAS 153 will have a material impact on
the Company's financial statements.

In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and Error Corrections--a replacement of APB Opinion No. 20 and FASB Statement No. 3. This Statement replaces APB Opinion No. 20, Accounting Changes, and
FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in

---

accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. Opinion 20 previously required that
most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle.  This Statement requires retrospective application to prior
periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This Statement defines retrospective application as the application
of a different accounting principle to prior accounting periods as if that principle had always been used or as the adjustment of previously issued financial statements to reflect a change in the reporting entity. This Statement also redefines
restatement as the revising of previously issued financial statements to reflect the correction of an error. The adoption of SFAS 154 did not impact the financial statements.

INTANGIBLE ASSETS

The Company has adopted SFAS 142, "GOODWILL AND OTHER INTANGIBLE ASSETS", which requires that goodwill and intangible assets with indefinite life are not amortized but rather tested at least annually for impairment.
Intangible assets with a definite life are required to be amortized over their useful life or estimated useful life.

The Company has not had any goodwill nor intangible assets with indefinite or definite life since the Company's inception.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company has adopted SFAS 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES", which requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to
measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the  objective of which is to match  the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the
changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is
recognized in income in the period of change.

The Company has not, since incorporation, entered into derivative contracts either to hedge existing risks or for speculative purposes.

ADVERTISING EXPENSES

The Company expenses advertising costs as incurred. There were no advertising expenses incurred by the Company for the years ended December 31, 2005 and 2004.

STOCK-BASED COMPENSATION

During the year, the Company adopted SFAS No. 123(revised), "Share-Based Payment", to account for its stock options and similar equity instruments
issued.  Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. SFAS No. 123(revised) requires excess tax
benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. The adoption of SFAS No. 123 (revise) did not have a material impact on the Companys financial statements.

The Company did not grant any stock options during the period ended December 31, 2005 and there is no stock option outstanding as at December 31, 2005.

OPERATIONS

The following discussion of the results of operations of the Company for the fiscal years ended December 31, 2005, and 2004, should be read in conjunction with the financial statements of the Company and related notes
included therein.

YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004

During fiscal 2005, the Company recognized $42,603 of primarily oil and gas revenues compared to similar revenues of $57,616 recognized in fiscal 2004, reflecting the fact that the oil and gas assets were sold in
July of 2005 such that only six (6) months of revenues were realized in 2005. Given the sale of all oil and gas assets in July of 2005, all revenues related to such activities have been classified as relating to discontinued operations in the
attached financial statements.

During fiscal 2005, the Company incurred $62,460 for general and administrative expenses, a decrease of $16,235 from $78,695 reported for fiscal 2004. Expenses incurred in 2005 consisted of $11,272 (2004 -
$8,062) for audit fees; $38,917

---

(2004 - $17,138) for legal expenses, primarily for preparation of the Company's year end and regulatory filings as well as in the conduct of due diligence related to potential acquisitive transactions for the Company
that were ultimately not consummated; $8,973 (2004 - $14,955) for accounting and administration fees paid to Chase Management Ltd. ("Chase"), a company controlled by the former President of the Company (see "Item 12. Certain Relationships
and Related Transactions" on page 31) and $3,326 for office and miscellaneous expenses (2004 - $7,130). In 2004 the Company also incurred $1,410 for a technical engineering report and $30,000 for professional and consulting services
provided in reviewing potential financing and asset acquisition opportunities. The decreased expenses in 2005 reflect the reduced reliance of external consulting service providers.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2005, the Company had positive working capital of $6,632 and an accumulated deficit of $102,868 and for the year ended December 31, 2005, had realized net income of $5,560. At this stage of
its business, the Company is not generating sufficient positive cash flow to fund its ongoing overhead. Certain of the Company's overhead may be reduced without negatively impacting on the Company's current operating cash flow. The Company currently
has no planned capital expenditures. However, the Company intends to continue to identify and review other business and investment opportunities. This may entail significant funding requirements.

Effective, November 19, 2004, the Company's common shares were approved for quotation on the OTCBB. Management believes having the shares quoted on the OTC-BB will assist the Company with fund raising activities.  If the
Company needs to raise additional funds, any additional funds raised through the issuance of equity or convertible debt securities, will result in the dilution of the percentage ownership of the stockholders of the Company and such securities may
have rights, preferences or privileges senior to those of the Company's common stock.  The Company does not currently have any contractual restrictions on its ability to incur debt and, accordingly, the Company could incur significant amounts of
indebtedness to finance its operations. Any such indebtedness could contain covenants which would restrict the Company's operations. There can be no assurance that additional financing will be available on terms favorable to the Company, or at all.
If adequate funds are not available or are not available on acceptable terms, the Company may not be able take advantage of acquisition opportunities, or respond to competitive pressures. The Company does not have any preliminary agreements or
understandings between the Company and its stockholders/officers and directors with respect to loans or financing to operate the Company.

The Company maintains its cash and cash equivalents primarily in Untied States dollars.  A small amount may also be retained in Canadian currency to pay administrative costs.

PLAN OF OPERATIONS

Given that the Company has sold its oil and gas assets and is not generating any revenues, management is seeking business opportunities. During the year ended December 31, 2005, the Company incurred significant professional
fees in seeking and reviewing other business and investment opportunities. Management believes that the Company will require additional funds in the next 12 months to maintain its current level of operations. The Company plans to continue to review
other businesses opportunities and properties for possible acquisition.  Financing may include the issuance of additional common stock. However, there are no assurances that the Company will be able to identify any other properties for acquisition
or will be able to complete any such acquisition.

The Company does not expect any significant changes in the number of employees; however, if the Company acquires another business opportunity or property, the Company may increase the number of employees.

The Company currently does not expect to purchase or sell any of its equipment, since it owns no equipment; however, if the Company acquires another business or property, the Company may acquire equipment in connection with
such acquisition.

The Company has, and will continue to have limited capital with which to finance its activities. The Company has incurred, and will continue to incur, expenses relating to its operations. Specifically, as long as the
Company is required to file reports under the Securities Exchange Act, it will continue to incur accounting and legal fees relating to its filings. The Company enjoys the non-exclusive use of office, telecommunication and incidental supplies of
stationery, provided by Mr. Kape. See the section entitled "Item 12. Certain Relationships And Related Transactions" on page 31 below.

During the twelve months following the filing of this report, the Company intends to further review certain investment opportunities it is currently exploring and possibly acquire another business opportunity. Such
investment may be effected via an exchange for the Company's securities. While the Company has not selected a particular acquisition target and has not entered into any material negotiations regarding such an acquisition, it has commenced a review
of several potential investments.

---

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital resources.

---

ITEM 7. FINANCIAL STATEMENTS

GLOBAL
ENERGY INC. (A DEVELOPMENT STAGE COMPANY)FINANCIAL STATEMENTS FOR THE YEARS ENDEDDECEMBER 31, 2005 AND 2004

(EXPRESSED IN U.S. DOLLARS)

F-1

GLOBAL
ENERGY INC. (A DEVELOPMENT STAGE COMPANY)

I N D E X

|Report of Independent
      Registered Public Accounting Firm |            
|------------------------------------------------------------- | -----------
|(Vellmer &
      Chang)                                       | F-2        
|                                                             
|Report of Independent
      Registered Public Accounting Firm |            
|(Moore Stephens Ellis
      Foster Limited)                   | F-3        
|                                                             
|Balance
      Sheets                                          |            
|December 31,
      2005 and 2004                              | F-4        
|                                                             
|Statements of
      Operations                                |            
|Years Ended
      December 31, 2005 and 2004                  | F-5        
|                                                             
|Statements of
      Stockholders' Equity                      |            
|Years Ended
      December 31, 2005 and 2004                  | F-6        
|                                                             
|Statements of Cash
      Flows                                |            
|Years Ended
      December 31, 2005 and 2004                  | F-7        
|                                                             
|Notes to Financial
      Statements                           | F-8 to F-14

---

F-2

Vellmer & ChangChartered Accountants

406  455 Granville StreetVancouver, B.C., V6C 1T1Tel: 604-687-3776Fax: 604-687-3778

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders ofGLOBAL ENERGY INC.(A development stage company)

We have audited the balance sheet ofGlobal Energy Inc.(the Company) (a development stage company) as at December 31, 2005
and the related statements of operations, stockholders equity, and cash flows from July 7, 2005 (date of becoming a development stage company) to December 31, 2005 and statements of operations, stockholders equity, and cash flows for the
year then ended December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the Companys
financial statements as of and for the year ended December 31, 2004, and the statements of operations, stockholders equity, and cash flows for the year ended December 31, 2004, which were audited by other auditors whose report, dated March 16,
2005, which expressed an unqualified opinion, has been furnished to us.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance
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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2005 and the results of their operations and their cash
flows for the year then ended December 31, 2005 and for the period from July 7, 2005 (date of becoming a development stage company) to December 31, 2005 in conformity with generally accepted accounting principles in the United States of
America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has incurred operating losses. These factors, among others, raise
substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

|Vancouver, Canada | Vellmer & Chang    
|----------------- | ---------------------
|January 24, 2006  | Chartered Accountants

---

F-3

MOORE STEPHENSELLIS FOSTER LTD.

CHARTERED ACCOUNTANTS

1650 West 1stAvenueVancouver, BC Canada V6J 1G1Telephone: (604) 737-8117 Facsimile: (604) 714-5916Website:www.ellisfoster.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Global Energy Inc.

We have audited the balance sheet of Global Energy Inc. (the Company) as at December 31, 2004 and the related statements of operations, stockholders equity and cash flows for the year ended December 31,
2004. 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 audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance 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, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and the results of its operations and its cash flows for the year ended
December 31, 2004 in conformity with generally accepted accounting principles in the United States of America.

The accompanying statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has incurred operating losses. These factors, among others, raise substantial
doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

|Vancouver, Canada | MOORE STEPHENS ELLIS FOSTER
|----------------- | -----------------------------
|March 16, 2005    | Chartered Accountants        

---

F-4

GLOBAL ENERGY INC.(A DEVELOPMENT STAGE COMPANY)BALANCE SHEETSAS AT DECEMBER 31, 2005
AND 2004(EXPRESSED IN U.S.
DOLLARS)

|                                                     | 2005         | 2004         
|---------------------------------------------------- | ------------ | -------------
|                                                     | $            | $            
|                                                    
|ASSETS                                              
|                                                    
|CURRENT
      ASSETS                                 |              |              
|                                                    
|Cash and cash
      equivalents                      | 25,183       | 2,060        
|Amounts
      receivable                             | 0            | 16,312       
|                                                     | ------------ | -------------
|TOTAL CURRENT
      ASSETS                           | 25,183       | 18,372       
|                                                    
|PETROLEUM AND NATURAL GAS
      RESOURCE             |              |              
|PROPERTIES
      (Note 1 and 3)                      | 0            | 12,716       
|                                                     | ------------ | -------------
|TOTAL ASSETS                                         | 25,183       | 31,088       
|                                                     | =======      | ========     
|                                                    
|LIABILITIES & STOCKHOLDERS'
      EQUITY            
|                                                    
|CURRENT
      LIABILITIES                            |              |              
|                                                    
|Accounts
      payable                               | 18,551       | 30,016       
|                                                     | ------------ | ------------ 
|STOCKHOLDERS'
      EQUITY                           |              |              
|                                                    
|Common stock, $0.001 par
      value;                |              |              
|Authorized -
      25,000,000 shares                 |              |              
|Issued and
      outstanding - 4,650,000 shares      |              |              
|(2004 - 4,650,000 shares)                            | 4,650        | 4,650        
|Additional paid-in
      capital                     | 104,850      | 104,850      
|Accumulated (deficit)
      during development stage | (29,523)     | 0            
|(Deficit)                                            | (73,345)     | (108,428)    
|                                                     | ------------ | ------------ 
|TOTAL STOCKHOLDERS'
      EQUITY                     | 6,632        | 1,072        
|                                                     | ------------ | ------------ 
|TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY     | 25,183       | 31,088       
|                                                     | =======      | =======      

NATURE OF OPERATIONS AND GOING CONCERN
(Note 1)

THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS.

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|F-5                                                        |             |              |             
|---------------------------------------------------------- | ----------- | ------------ | ------------
|                                                          
|                                                          
|GLOBAL ENERGY
      INC.                                   |             |             
|(A DEVELOPMENT STAGE COMPANY)                              |             |             
|STATEMENTS OF OPERATIONS                                   |             |             
|FOR THE PERIODS ENDED DECEMBER 31, 2005 AND
      2004     |            
|(EXPRESSED IN U.S. DOLLARS)                                |             |             
|                                                          
|                                                          
|                                                           |             |              | Cumulative  
|                                                           |             |              | from        
|                                                           |             |              | July 7, 2005
|                                                           |             |              | to          
|                                                           |             |              | December 31 
|                                                           | 2005        | 2004         | 2005        
|                                                           | $           | $            | $           
|OPERATING EXPENSES                                         |             |              |             
|                                                          
|General and administration                                 | (62,460)    | (78,695)     | (29,623)    
|                                                           | ----------- | ------------ | ------------
|NET (LOSS) FROM CONTINUING OPERATIONS                      | (62,460)    | (78,695)     | (29,623)    
|                                                           | ----------- | ------------ | ------------
|                                                          
|NET INCOME FROM DISCONTINUED OPERATIONS                    |             |              |             
|(NET OF TAX)                                               | 68,020      | 31,251       | -           
|                                                           | ----------- | ------------ | ------------
|NET INCOME (LOSS) FOR THE PERIOD                           | 5,560       | (47,444)     | (29,623)    
|                                                           | =======     | =======      | =======     
|                                                          
|BASIC AND DILUTED NET INCOME (LOSS) PER
      COMMON SHARE |             |             
|NET (LOSS) FROM CONTINUING
      OPERATIONS                | (0.01)      | (0.02)       |             
|NET INCOME FROM DISCONTINUED
      OPERATIONS              | 0.01        | 0.01         |             
|NET INCOME (LOSS) FOR THE
      PERIOD                     | 0.00        | (0.01)       |             
|                                                           | =======     | =======      |             
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES                   |             |              |             
|OUTSTANDING - BASIC AND
      DILUTED                      | 4,650,000   | 4,650,000    |             
|                                                           | ========    | ========     |             

THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS.

---

|F-6                                                   
|------------------------------------------------------
|                                                      
|                                                      
|GLOBAL ENERGY INC.                                    
|(A DEVELOPMENT STAGE COMPANY)                         
|STATEMENTS OF STOCKHOLDERS'
      EQUITY              
|FOR THE PERIODS ENDED DECEMBER 31,
      2005 AND 2004
|(EXPRESSED IN U.S. DOLLARS)                           
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|Balance                                               
|December 31,
      2003                               
|                                                      
|Net (loss) for the
      period                       
|                                                      
|                                                      
|Balance                                               
|December 31,
      2004                               
|                                                      
|Net (loss) income for
      the                       
|period                                                
|                                                      
|Balance                                               
|December 31,
      2005                               

THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS.

---

|F-7                                                                |               |             |             
|------------------------------------------------------------------ | ------------- | ----------- | ------------
|                                                                  
|                                                                  
|GLOBAL ENERGY INC.                                                 |               |            
|(A DEVELOPMENT STAGE COMPANY)                                      |               |            
|STATEMENTS OF CASH FLOWS                                           |               |            
|FOR THE PERIODS ENDED DECEMBER 31, 2005 AND 2004                   |              
|(EXPRESSED IN U.S. DOLLARS)                                        |               |            
|                                                                  
|                                                                   |               |             | Cumulative  
|                                                                   |               |             | from        
|                                                                   |               |             | July 7, 2005
|                                                                   |               |             | to          
|                                                                   |               |             | December 31 
|                                                                   | 2005          | 2004        | 2005        
|                                                                   | $             | $           | $           
|                                                                  
|CASH FLOWS PROVIDED BY
      OPERATING ACTIVITIES                  |               |             |             
|                                                                  
|Net (loss) income for the
      period                             | 5,560         | (47,444)    | (29,623)    
|                                                                  
|Item not involving
      cash                                      |               |             |             
|Depreciation and depletion                                         | 1,127         | 2,255       | -           
|Gain on
      disposal of assets                                   | (38,411)      | -           | -           
|Changes in assets and
      liabilities                            |               |             |             
|Decrease in amounts receivable                                     | 16,312        | 549         | -           
|Increase (Decrease) in accounts payable                            | (11,465)      | 20,241      | (13,195)    
|                                                                   | ------------- | ----------- | ------------
|Net cash (used in)
      provided by operating activities          | (26,877)      | (24,399)    | (42,818)    
|                                                                   | ------------- | ----------- | ------------
|                                                                  
|CASH FLOWS USED IN
      INVESTING ACTIVITY                        |               |             |             
|                                                                  
|Net proceeds from sale of
      petroleum and natural gas resource | 50,000        | -           | -           
|properties                                                         | ------------  | ----------- | ------------
|                                                                  
|CASH FLOWS PROVIDED BY
      FINANCING ACTIVITY                    |               |             |             
|                                                                  
|Proceeds from sale of
      common shares                          | -             | -           | -           
|                                                                   | ------------  | ----------- | ------------
|NET (DECREASE) INCREASE IN
      CASH AND                          |               |             |             
|CASH
      EQUIVALENTS                                             | 23,123        | (24,399)    | (42,818)    
|                                                                  
|CASH AND CASH EQUIVALENTS
       BEGINNING OF PERIOD              | 2,060         | 26,459      | 68,001      
|                                                                   | ------------  | ----------- | ------------
|CASH AND CASH EQUIVALENTS
      - END OF PERIOD                    | 25,183        | 2,060       | 25,183      
|                                                                   | =======       | =======     | =======     

THE ACCOMPANYING NOTES ARE AN INTEGRAL
PART OF THESE FINANCIAL STATEMENTS.

---

F-8

GLOBAL
ENERGY INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL
STATEMENTSFOR THE YEARS ENDED DECEMBER 31,
2005 AND 2004 (EXPRESSED IN U.S. DOLLARS)

1. NATURE OF BUSINESS AND GOING
CONCERN

Global Energy Inc. (the "Company") was
organized on February 16, 1999, under the laws of the State of Nevada, U.S.A.
The Company originally planned to market plastic cards with embedded
microprocessors ("Smart Cards"). However, the Company was unable to complete
negotiations to market Smart Cards. By agreement dated June 5, 2003, the Company
purchased petroleum and natural gas producing properties and commenced
operations as an independent energy company engaged in the acquisition,
exploration and development of crude oil and natural gas properties in the
United States. The properties consisted primarily of a 6.5% working interest in
an oil and gas lease located in Wharton County Texas, a 12.5% working interest
in an oil and gas lease located in Live Oak County Texas, and certain other
assets ancillary to these oil and gas lease interests.

Effective July 1, 2005, the Company sold
all of its oil and gas assets for the sum of $50,000. The sale of these oil and
gas assets was completed on July 6, 2005 with a resulting gain on disposition of
$38,411. In accordance with FAS 144 Accounting for the Impairment or Disposal
of Long-Lived Assets, the property has been classified as held for sale for
current and prior periods and income and expense relating to its operations have
been classified as discontinued operations in the Statement of Operations for
all comparative periods (Note 3).

Subsequent to the disposal of the
Companys principal operation  petroleum and natural gas resource properties,
the Company is considered as a development stage enterprise since July 7, 2005
as defined by Statement of Financial Accounting Standards (SFAS) No. 7 
Accounting and Reporting by Development Stage Enterprise. The accompany
financial statements has disclosed cumulative amounts since inception (July 7,
2005) of becoming a development stage enterprise, in the statements of
operations and cash flows.

As of December 31, 2005, the Company had
positive working capital of $6,632, an accumulated deficit of $102,868 and not
yet located a profitable business operation, raising substantial doubt about the
Companys ability to continue as a going concern. These financial statements
have been prepared in accordance with generally accepted accounting principles
applicable to a going concern which assumes the Company will realize its assets
and discharge its liabilities in the normal course of business. Realizable
values may be substantially different from the carrying values shown in the
financial statements should the Company be unable to continue as a going
concern. Management intends to raise additional equity financing to fund ongoing
operations and settle its liabilities as they come due. However, there are no
assurances that such financings will be completed. Failure to continue as a
going concern would require restatement of assets and liabilities on a
liquidation basis, which could differ materially from the going concern
basis.

|2. | SIGNIFICANT ACCOUNTING
      POLICIES
|-- | -------------------------------------
|  
|   | (a)                                  
|  
|   |                                      
|  
|   |                                      
|  

---

F-9

GLOBAL
ENERGY INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL
STATEMENTSFOR THE YEARS ENDED DECEMBER 31,
2005 AND 2004 (EXPRESSED IN U.S. DOLLARS)

|2. | SIGNIFICANT ACCOUNTING
      POLICIES (contd)
|-- | ----------------------------------------------
|  
|   | (b)                                           
|  
|   |                                               
|  
|   | (c)                                           
|  
|   |                                               
|  
|   | (d)                                           
|  
|   |                                               
|  
|   | (e)                                           
|  
|   |                                               
|  
|   | (f)                                           
|  
|   |                                               
|  
|   |                                               
|  
|   | (g)                                           
|  
|   |                                               
|  
|   |                                               
|  

---

F-10

GLOBAL
ENERGY INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL
STATEMENTSFOR THE YEARS ENDED DECEMBER 31,
2005 AND 2004 (EXPRESSED IN U.S. DOLLARS)

|2. | SIGNIFICANT ACCOUNTING POLICIES (contd)
|-- | ----------------------------------------
|  

|(g) | Petroleum and Natural Gas
      Interests (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | In applying the full cost method,
      the Company performs a ceiling test whereby the carrying value of
      petroleum and natural gas interests and production equipment, net of
      deferred income taxes, is compared periodically to an estimate of future
      net cash flow from the production of proven reserves. Net cash flow is
      estimated using period end prices, less estimated future expenditures to
      be incurred in developing and producing the proved reserves and income
      taxes. Should this comparison indicate an excess carrying value, the
      excess is charged against earnings.
      Substantially all of the Company's
      petroleum and natural gas exploration, development and production
      activities are conducted jointly with others and, accordingly, the
      accounts reflect the Company's proportionate interest in such
      activities.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(h) | Impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | The Company has adopted SFAS 144,
      "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG- LIVED ASSETS" which
      requires that long-lived assets to be held and used be reviewed for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. SFAS 144 established a
      single accounting model for long-lived assets to be disposed of by sale.
      Oil and gas properties accounted for using the full cost method of
      accounting, a method adopted by the Company, are excluded from this
      requirement, but will continue to be subject to the ceiling test
      limitations.                                                                                                                                                                                                                            
|   
|(i) | Fair Value of Financial
      Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Fair value estimates of financial
      instruments are made at a specific point in time, based on relevant
      information about financial markets and specific financial instruments. As
      these estimates are subjective in nature, involving uncertainties and
      matters of significant judgment, they cannot be determined with precision.
      Changes in assumptions can significantly affect estimated fair
      values.
      Fair value approximates the amounts
      reflected in the financial statements for cash, amounts receivable and
      accounts payable. Management is of the opinion that the Company is not
      exposed to significant interest, credit or currency risks arising from
      these financial instruments.                                                                                                                                                 
|   

|(j) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The Company has adopted SFAS 109,
      "ACCOUNTING FOR INCOME TAXES", which requires the Company to recognize
      deferred tax liabilities and assets for the expected future tax
      consequences of events that have been recognized in the Company's
      financial statements or tax returns using the liability method. Under this
      method, deferred tax liabilities and assets are determined based on the
      temporary differences between the financial statement and tax bases of
      assets and liabilities using enacted tax rates in effect in the years in
      which the differences are expected to reverse.
|   
|(k) | Earnings (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | Net earnings (loss) per share is
      provided in accordance with SFAS 128, "EARNINGS PER SHARE". Basic earnings
      (loss) per share is computed by dividing losses available to common
      stockholders by the weighted average number of common shares outstanding
      during the period. Diluted earnings (loss) per share reflects per share
      amounts that would have resulted if dilutive common stock equivalents had
      been converted to common stock. As of December 31, 2005 and 2004, the
      Company has no dilutive common stock equivalents such as stock
      options.                                    
|   

---

F-11

GLOBAL
ENERGY INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL
STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2005
AND 2004 (EXPRESSED IN U.S. DOLLARS)

|2. | SIGNIFICANT ACCOUNTING
      POLICIES (contd)
|-- | ----------------------------------------------
|  
|   | (l)                                           
|  
|   |                                               
|  
|   |                                               
|  
|   |                                               
|  
|   | (m)                                           
|  
|   |                                               
|  
|   |                                               
|  

---

F-12

GLOBAL
ENERGY INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL
STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2005
AND 2004 (EXPRESSED IN U.S. DOLLARS)

|2. | SIGNIFICANT ACCOUNTING
      POLICIES (contd)
|-- | ----------------------------------------------
|  
|   | (n)                                           
|  
|   |                                               
|  
|   |                                               
|  
|   | (o)                                           
|  
|   |                                               
|  
|   | (p)                                           
|  
|   |                                               
|  
|   |                                               
|  

---

F-13

GLOBAL
ENERGY INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL
STATEMENTSFOR THE YEARS ENDED DECEMBER 31,
2005 AND 2004 (EXPRESSED IN U.S. DOLLARS)

|3. | DISPOSAL OF PETROLEUM AND NATURAL GAS RESOURCE
      PROPERTIES                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------
|  
|   | The following table summarizes the result of
      discontinued operations for the years ended December 31, 2005 and
      2004:
|  



| |                                                               | 2005        | 2004      
| | ------------------------------------------------------------- | ----------- | ----------
| |                                                               | $           | $         
| |                                                              
| | Revenue                                                       | 42,631      | 57,616    
| |                                                               | ======      | ======    
| | Income from discontinued
      operations                     |             |           
| | (net of
      tax)                                            | 29,609      | 31,251    
| | Gain on disposal of oil
      and gas properties (net of tax) | 38,411      | -         
| |                                                               | ----------- | ----------
| | Net income from
      discontinued operations (net of tax)    | 68,020      | 31,251    
| |                                                               | =======     | ======    

The
following table summarizes the major classes of assets and liabilities related
to the operations of petroleum and natural gas resource properties at December
31, 2005 and 2004:

| |                                                      | 2005    | 2004  
| | ---------------------------------------------------- | ------- | ------
| | Current
      assets                                 |         |       
| | Amounts
      receivable                             | -       | 16,312
| |                                                      | ======= | ======
| | Non-current
      asset                              |         |       
| | Petroleum and natural gas
      resources properties | -       | 12,716
| |                                                      | ======= | ======
| | Current
      liabilities                            |         |       
| | Accounts
      payable                               | -       | 2,341 
| |                                                      | ======= | ======

|4. | INCOME TAXES
|-- | ------------
|  
|   | (a)         
|  
|   |             
|  
|   | (b)         
|  

| |                              | 2005         | 2004        
| | ---------------------------- | ------------ | ------------
| |                              | $            | $           
| |                             
| | Tax loss
      carryforwards | 35,000       | 37,800      
| | Valuation
      allowance    | (35,000)     | (37,800)    
| |                              | ------------ | ------------
| |                              | -            | -           
| |                              | =======      | =======     

---

F-14

GLOBAL
ENERGY INC.(A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL
STATEMENTSFOR THE YEARS ENDED DECEMBER 31,
2005 AND 2004 (EXPRESSED IN U.S. DOLLARS)

|5. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | During the year ended December
      31, 2005, the Company was charged $8,973 (2004 - $14,955) for accounting
      and administration fees by a company controlled by the former president of
      the Company. As of December 31, 2005, no amount remained unpaid by the
      Company for past fees and disbursements incurred on behalf of the
      Company.                                                                                                                                                                                                                                         
|  
|6. | SEGMENT REPORTING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | In June 1997, SFAS 131,
      "DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION", was
      issued. Operating segments, as defined in the pronouncement, are
      components of an enterprise about which separate financial information is
      available and that are evaluated regularly by the Company in deciding how
      to allocate resources and in assessing performance. The financial
      information is required to be reported on the basis that is used
      internally for evaluating segment performance and deciding how to allocate
      resources to segments.
|  
|   | Prior to the disposition of the
      oil and gas assets, the Company had one reportable segment, the
      exploration and development of oil and gas properties. Due to the
      disposition of such properties, the results of operations related to these
      properties have been classified as relating to discontinued
      operations.                                                                                                                                                                                                                                                         
|  
|7. | COMPREHENSIVE INCOME                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  
|   | There are no adjustments
      necessary to the net income (loss) as presented in the accompanying
      statements of operations to derive comprehensive income in accordance with
      SFAS 130, Reporting Comprehensive Income.                                                                                                                                                                                                                                                                                                                                                                      
|  
|8. | COMMITMENTS AND
      CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | The Company may be subject to
      various possible contingencies which are derived primarily from
      interpretations of federal and state laws and regulations affecting the
      oil and gas industry. Although management believes it has complied with
      the various laws and regulations, new rulings and interpretations may
      require the Company to make future adjustments.                                                                                                                                                                                                          
|  

---

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 8A. CONTROLS AND PROCEDURES

As required by SEC rules, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out
under the supervision and with the participation of the Company's management, including Mr. Kape, the Company's sole executive and financial officer. Based on this evaluation, Mr. Kape has concluded that the design and operation of the Company's
disclosure controls and procedures are effective. There were no changes in the Company's internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.

Disclosure controls and procedures are the Company's controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that its files or submits  under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

ITEM 8B. OTHER INFORMATION

Not Applicable.

---

PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT

|NAME                   | AGE | POSITION                                                                    
|---------------------- | --- | ----------------------------------------------------------------------------
|                      
|Christopher
      Kape | 32  | President, Chief Executive
      Officer, Treasurer, Secretary and director,
|                       |     | since April 6,
      2005.                                                  

Mr. Kape currently holds senior officer
positions within a portfolio group of five (5) private companies, all of which
are involved in online marketing activities related to sports. Mr. Kape is also
President and CEO of DPC Biosciences Corporation (DPC.H - TSX Venture).
Previously Mr. Kape has held a variety of positions including owner and
President of Interactive Classified Corporation, an online classified based
company that he successfully sold in 2004 after a buyout and 3 year operations
turnaround. From 2001 to March 2005, Mr. Kape was Chief Financial Officer of
Isee3d Inc. (ICG.H - TSX Venture). Mr. Kape holds a Bachelor of Arts in
Administrative and Commercial Studies (Finance and Economics) from the
University of Western Ontario and a Masters of Business Administration from the
John Molson School of Business (Concordia) of Montreal, Quebec. Mr. Kape
currently serves as an officer and director of the following other public
reporting company:

|NAMES OF
      REPORTING ISSUERS | POSITIONS
      HELD | MARKET | STARTING
      DATE
|-------------------------------- | -------------------- | ------ | -------------------
|DPC Biosciences Corp.            | Director             | TSXV   | December 20, 2005  
|                                 |                      |        |                    

LEGAL PROCEEDINGSNone of the Company's officers or directors, nor to
the knowledge of the Company, any of the Company's control persons,
has:

|(1) | had any bankruptcy petition filed
      by or against any business of which such person was a general partner or
      executive officer either at the time of the bankruptcy or within two years
      prior to that time;                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | been convicted in a criminal
      proceeding or is subject to a pending criminal proceeding (excluding
      traffic violations and other minor offenses);                                                                                                                                                                   
|   
|(3) | been 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) | been 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, where the judgment has not
      been reversed, suspended or vacated.            
|   

SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

Mr. Kape became an officer and director of
the Company on April 6, 2005. As such, he was required to file a Form 3 with the
Securities and Exchange Commission on or before April 15, 2005. Mr. Kape filed a
Form 3 with the Securities and Exchange Commission on April 8, 2005. Mr. Kape
has never owned any shares of the Company's common stock.

COMMITTEES

The Company does not have any audit,
compensation, and executive committees of its board of directors. The board of
directors is serving as the Company's audit committee. At this time, the board
of directors has determined that Mr. Kape meets the requirements of an audit
committee financial expert. Mr. Kape is not considered "independent" as that
term is defined in Rule 4200 of the NASD.

---

CONFLICTS OF INTEREST

Mr. Kape is associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in his acting as an officer and director of the
Company. Insofar as Mr. Kape is engaged in other business activities, management
anticipates he will not devote all of his time to the Company's
affairs.

Mr. Kape is now and may in the future
become a shareholder, officer or director of other companies, which may be
formed for the purpose of engaging in business activities similar to the
Company. Accordingly, additional direct conflicts of interest may arise in the
future with respect to his acting on behalf of the Company or other entities.
Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of Mr. Kape in the performance of his
duties or otherwise. Currently, the Company does not have a right of first
refusal pertaining to opportunities that come to Mr. Kape's attention and may
relate to the Company's business operations.

Mr. Kape is, so long as he is an officer
or director of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to his attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the Company and the
companies that he is affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company or the companies with which the officer and director is
affiliated both desire to take advantage of an opportunity, then said officer
and director would abstain from negotiating and voting upon the opportunity.
However, Mr. Kape may still individually take advantage of opportunities if the
Company should decline to do so. Except as set forth above, the Company has not
adopted any other conflict of interest policy with respect to such
transactions.

CODE OF ETHICS

The Company has not yet adopted a code of
ethics that applies to the Company's principal executive officers, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions. Given the Company's current operations, management
does not believe a code of ethics is necessary at this stage of the Company's
development.

ITEM 10. EXECUTIVE
COMPENSATION

The following table sets forth certain
compensation paid or accrued by the Company to former and current officers
during the fiscal years ended December 31, 2005 and 2004.

|                                                                                                              |              |                     |        |                                | Long Term
      Compensation  |                                                  
|------------------------------------------------------------------------------------------------------------- | ------------ | ------------------- | ------ | ------------------------------ | ----------------------------- | -------------------------------------------------
|                                                                                                              |              | Annual Compensation | Awards | Payout                         |                              
|Name
      & Principal Position                                                                               | Year  Ending | Salary              | Bonus  | Other  annual  Compen-  sation | Restricted  Stock  Awards ($) | Securities  Underlying  Options /  SARS
      (#)
|
|
|
|Christopher Kape (1) 
      (President, Chief Executive  Officer and
      Director)                          | 2005         | Nil                 | Nil    | Nil                            | Nil                           | Nil                                              
|
|
|Nick DeMare (2)  (Former
      President, Chief  Executive Officer,  Secretary
      Treasurer and  Director) | 2005         | Nil                 | Nil    | Nil                            | Nil                           | Nil                                              
|
|
|2004                                                                                                          | Nil          | Nil                 | Nil    | Nil                            | Nil                           | Nil                                              
|

|(1) | Elected as Director of the
      Company and appointed President, Chief Executive Officer, Secretary and
      Treasurer of the Company on April 5, 2005.                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | On September 30, 2002, Mr. DeMare
      was elected as Director of the Company and appointed President, Chief
      Executive Officer, Secretary and Treasurer of the Company. He resigned as
      Director on July 6, 2006
|   
|(3) | Charged by Chase, a private
      company owned by Nick Demare, for office, secretarial and accounting
      services.                                                                                                      
|   

OPTION GRANTS IN LAST FISCAL
YEAR

Since its inception, the Company has not
granted any stock options or stock appreciation rights.

---

COMPENSATION OF DIRECTORS

None of the Directors of the Company received director's fees or other compensation in fiscal 2005.  However, Chase Management, a private company owned by Nick DeMare, provided office, secretarial and accounting services.
During fiscal 2005 and 2004, the Company was charged $8,973 and $14,955, respectively, by Chase Management. As at December 31, 2005, no balance remained unpaid.

EMPLOYMENT CONTRACTS

The Company does not currently have any employment agreements in effect.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The following table sets forth, as of March 17, 2006, information with respect to the beneficial ownership by each person who is known to the Company to be the beneficial owner of more than 5% of the Company's common shares
and of Mr. Kape. All persons named below have sole voting and investment power over their shares except as otherwise noted. The Company's common stock is the only class of voting securities outstanding.

|Name and Address of Beneficial Owner | Beneficial | Percentage of Class (1)
|------------------------------------ | ---------- | -----------------------
|                                     | Ownership  |                        
|Ultimedia Sales Inc.                 |            |                        
|124 Center Street West               | 428,125    | 9.21%                  
|Richmond Hill, Ontario               |            |                        
|Canada, L4C 3P7                      |            |                        
|                                    
|Mirelis InvesTrust SA                |            |                        
|12 rue de la Corraterie              | 428,125    | 9.21%                  
|1211 Geneva 1204, Switzerland        |            |                        
|                                    
|Altshuler Shaham Ltd.                |            |                        
|19A Habarzel Street                  | 428,125    | 9.21%                  
|Tel Aviv, Israel 69710               |            |                        
|                                    
|Rolfe Investment Ltd.                |            |                        
|Chamerstrasse 12c, P.O. Box 4436     | 328,125    | 7.06%                  
|6304 Zug, Switzerland                |            |                        
|                                    
|Christopher Kape                     |            |                        
|2148 West 47th                       |            |                        
|Vancouver, B.C.                      | Nil        | Nil                    
|Canada, V6M 2M7                      |            |                        
|President, Chief Executive Officer,  |            |                        
|Secretary, Treasurer and Director    |            |                        
|                                    
|Officers and directors as a group    | Nil        | Nil                    

(1) Where persons listed on this table have the right to obtain additional shares of common stock through the exercise of outstanding  options or warrants or through the  conversion  of  debentures  within 60 days of March
17, 2006, these additional shares are deemed to be outstanding for the purpose of computing the percentage of common stock owned by such persons, but are not deemed to be outstanding for the purpose of computing the percentage owned by any other
person. Based on 4,650,000 shares of common stock outstanding as of March 17, 2006.

STOCK OPTION PLAN

As of the date of this report, the Company does not have a stock option plan or any other compensation plans or contracts under which equity securities of the Company may be issued to its directors, officers or
employees.

---

PENSION PLANS

The Company does not have a defined benefit pension plan that provides annual benefits to any Executive Officers.

CHANGE OF CONTROL

As of the date of this report, there are no arrangements known to the Company which may at a subsequent date result in a change of control of the Company; however, a business combination involving the issuance of the
Company's common stock will, in all likelihood, result in shareholders of a private company obtaining a controlling interest in the Company. Any such business combination may require the Company's current shareholders to sell or transfer all or a
portion of their common stock and/or resign from their positions as officers and/or directors of the Company. The resulting change in control of the Company could result in removal of the current management, and a corresponding reduction in or
elimination of their participation in the Company's future affairs.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as disclosed below, during the fiscal years ended December 31, 2005 and 2004, none of the Company's present directors (or any nominees for election as a director), officers or principal shareholders (as listed in
"Item 11.  Security Ownership of Certain Beneficial Owners And Management and Related Stockholders Matters"), nor any family member of the foregoing, nor, to the best of the Company's information and belief, any of the Company's former directors,
senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has
materially affected or will materially affect the Company.

During the fiscal years ended December 31, 2005 and 2004 the Company was charged $8,973 and $14,955, respectively, by Chase for office, secretarial and accounting services performed. The rates charged by Chase to
the Company are the same as those charged by Chase to other arm's- length companies. At December 31, 2005, no amount remained unpaid by the Company for past fees and disbursements incurred on behalf of the Company.

ITEM 13. EXHIBITS

|REGULATION | EXHIBIT
|---------- | -------
|S-B NUMBER |        

|3.1  | Articles of Incorporation, as amended (2)                   
|---- | ------------------------------------------------------------
|    
|3.2  | Bylaws (1)                                                  
|    
|10.1 | Assignment and Bill of Sale Agreement dated June 5, 2003 (3)
|    

|23.1*                                                     | Consent of Vellmer & Chang                                      
|--------------------------------------------------------- | ----------------------------------------------------------------
|                                                         
|31.1*                                                     | Rule 13a-14(a) Certification of Principal Executive Officer and 
|                                                          | Principal Financial Officer                                     
|                                                         
|32.1*                                                     | Certification of Principal Executive Officer and Principal      
|                                                          | Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
|Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

|(1) | Incorporated by reference to the exhibits to the Company's Form 10-SB filed November 10, 1999, file number 000- 28025.                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | Incorporated by reference to the exhibits to the Company's quarterly report on Form 10-QSB/A Amendment No. 1 for the quarter ended March 31, 2003, filed on April 14, 2004, file number 000-28025.
|   
|(3) | Incorporated by reference to the exhibits to the Company's current report on Form 8-K dated June 5, 2003, filed June 19, 2003, file number 000-28025.                                             
|   

* Filed herewith.

---

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES

AUDIT FEES

For the fiscal years ended December 31,
2005 and 2004, expenses in respect of services provided by the Company's
principal accountants amounted to $10,483 and $1,819, respectively, for the
audit of the Company's annual financial statements and review of financial
statements included in the Company's Form 10-QSB filings.

AUDIT-RELATED FEES

For the fiscal years ended December 31,
2005 and 2004, the Company's principal accountant did not charge fees for
assurance and related services that were related to the performance of the audit
or review of the Company's financial statements outside of those fees disclosed
above under "Audit Fees".

TAX FEES

For the fiscal years ended December 31,
2005 and 2004, the Company's tax advisors billed $789 and $nil, respectively,
for tax compliance, tax advice, and tax planning services.

PRE-APPROVAL POLICIES AND
PROCEDURES

Prior to engaging the Company's
accountants to perform a particular service, the Company's board of directors
obtains an estimate for the service to be performed. The board of directors, in
accordance with procedures for the Company, approved all of the services
described above prior to the services being performed.

PRINCIPAL ACCOUNTING FIRM
HOURS

To the best of the Company's knowledge,
the percentage of hours expended on the Company's principal accountant's
engagement to audit the Company's financial statements for the fiscal year ended
December 31, 2005, that were attributed to work performed by persons other than
the principal accountant's full-time, permanent employees was less than or equal
to 50%.

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 INC.Per:/s/ CHRISTOPHER
KAPE----------------------Christopher KapePresident
and DirectorDated: March 17,
2006

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

Signatures:

/s/ CHRISTOPHER KAPE---------------Christopher
KapePresident and Director (Principal
ExecutiveOfficer, Principal Financial
Officer, andPrincipal Accounting
Officer)Dated: March 17, 2006

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