UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended January 31, 2012
	For the fiscal year ended January 31, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________ to __________

333-157558
Commission File Number

GLOBAL RESOURCE ENERGY INC.
(Exact name of registrant as specified in its charter)

Nevada	68-0677348
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Ste #D172 – 3651 Lindell Rd., Las Vegas, NV	89103
(Address of principal executive offices)	(Zip Code)

(702) 943-0325
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
n/a	n/a

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

Title of class

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

[ ]

[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes

[ ] ]

[X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K.

Yes

[ ]

[X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]

Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

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

Yes

[ ]

[X]

The aggregate market value of common stock held by non-affiliates of the registrant, computed by reference to the price at which the common equity was last sold being approximately $30.0022 on the date nearest to the last trading day of the second quarter, was approximately $~~108~~6,~~000~~857,619 as of July 31, ~~2011~~2012 (the last business day of the registrant’s most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and more than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST 5 YEARS:

Indicate by check whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes

[ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

7174,170,997 common shares outstanding as of May 109, ~~2012~~2013

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.

none

GLOBAL RESOURCE ENERGY INC.

TABLE OF CONTENTS

		Page
	PART I
Item 1	Business	49
Item 1A	Risk Factors	9
Item 1B	Unresolved Staff Comments	9
Item 2	Properties	9
Item 3	Legal Proceedings	910
Item 4	Mine Safety Disclosures	910
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1011
Item 6	Selected Financial Data	1112
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1112
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	1314
Item 8	Financial Statements and Supplementary Data	1314
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1416
Item 9A	Controls and Procedures	1416
Item 9B	Other Information	1517
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	1618
Item 11	Executive Compensation	1719
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1820
Item 13	Certain Relationships and Related Transactions, and Director Independence	2021
Item 14	Principal Accounting Fees and Services	2122
	PART IV
Item 15	Exhibits, Financial Statement Schedules	2224
	SIGNATURES	2325

PART I

ITEM 1. BUSINESS

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

As used in this annual report, the terms "we", "us", "our", "the Company", and "Global" mean Global Resource Energy Inc., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

General Development of Business

Our office is located at 3651 Lindell Road, Ste. D#172, Las Vegas, Nevada. Our telephone number is 702-943-0325.

We were incorporated in the State of Nevada under the name Myriad International, Corp. on November 6, 2008.

We filed a Certificate of Amendment with the Secretary of State of Nevada, with the effective date of November 27, 2009, effecting the following corporate changes:

(1)	changing the Company’s name from Myriad International, Corp. to Aura Bio Corp.; and
(2)	effecting a 20 for 1 forward-split of the Company’s issued and outstanding common shares.

On November 16, 2010, the Company filed an amendment with the State of Nevada to change its name to Global Resource Energy Inc.

The Amendment filed with the Nevada Secretary of State also increased the Company’s authorized capital from 75,000,000 shares of common stock, par value, $0.001, to 250,000,000 shares of common stock, $0.001 par value.

On November 9, 2010, the Board of Directors of the Company also authorized and approved a forward stock split of three for one (3:1) of the Company’s total issued and outstanding shares of common stock. The forward stock split was effectuated on December 10, 2010 and increased the Company’s total issued and outstanding shares of common stock from 27,000,000 to 81,000,000 shares of common stock.

On April 25, 2011, the Company received the resignation of Harry Lappa as President and Chief Executive Officer of the Company. On the same day, the Company appointed Douglas Roe as its new President and Chief Executive Officer. Concurrent with the appointment of Mr. Roe, the Company granted Mr. Roe a $90,000 signing bonus for acting as President and Chief Executive Officer. The signing bonus was paid to Mr. Roe by the issuance of 90,000,000 shares of the Company. This issuance resulted in a change of control of the Company.

On April 26, 2011, the Company filed a Certificate of Amendment with the Secretary of State of Nevada, with the effective date of May 2, 2011, effecting a 1,000 to 1 reverse-split of the Company’s issued and outstanding common shares. The reverse Split was approved by FINRA on July 27, 2011.

On August 1, 2011 the Company approved an annual salary to Mr. Baker of $40,000 which amount was paid in advance by the issuance of a total of 40,000,000 shares of the Company’s common stock. This issuance effected a change in control of the Company.

On January 26, 2012, the Company entered into an assignment agreement whereby Patedma Group Corp. assigned its distributor agreement with Dongguan City Cled Optoelectronic Co. Ltd. (“Dongguan”) for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Dongguan with their trademark CLED.

Global Resource Energy Inc. intends to become a Clean Energy Solutions Company delivering Clean Renewable Energy around the world, with an initial focus on North America. Our principal focus is to acquire evolving renewable technologies and to deliver reliable, clean energy that is harvested from local sustainable natural resources like Wind, Sun, Water and Earth.

On July 13, 2012, the Company announced the execution of a commercial assignment agreement with Atrius Holdings in regards to the assumption of patents and related interests in an alternative energy technology identified as the MyCroft Hydrogen R-LEG Fuel Cell. However, the Company was unable to comply with the terms of the agreement and therefore the agreement did not proceed.

On August 14, 2012, the Company announced further expansion into clean energy by signing a Letter of Intent to sell 49% of its exclusive North American Distribution of CLED Street Lights Rights to Balon Bleu Holdings LLC. This Letter of Intent for a 49% purchase of the Company's Exclusive North American Rights of the CLED Street required Balon Bleu Holdings, a Nevada LLC, to pay an immediate deposit of $50,000 to the Company and $50,000 every month over the next five months for a total of $300,000 USD to earn a 49% assignment of interest for the North American Rights to the highly efficient CLED Street Lighting system. Balon Bleu Holdings, Nevada LLC could not fulfill its obligations under the agreement and the agreement was in default and terminated by the Company.

On November 8 2012, the Company negotiated a one year extension expiring on November 12, 2013, on its licensing agreement with Patedma Group Corp. of Los Angeles, CA, the owner of Kardings America, to extend the exclusive distribution agreement for LED street lighting. This extension will allow the Company to continue selling under Patedma's license agreement and will further solidify the company in the LED street light industry. The Company had anticipated the finalization of a purchase whereby they would outright purchase the rights, however, they were unable to conclude the agreement, therefore the licensing agreement is in full force and effect as of the date of this filing.

On November 12, 2012, the Company entered into a Certified Emission Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) with Bluforest, Inc. (“Bluforest”). Under the agreement, we pre-purchased 66,000 CERs from Bluforest. The total purchase price of $660,000 was paid in the form of 3,000,000 restricted shares of the Company’s common stock. The shares were issued subsequent to the fiscal year end.

On March 1, 2013 the Board of Directors accepted the resignation of Robert Alan Baker as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company. Simultaneously, Mr. Roland Hutzler was appointed the sole member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer of the Company.

Current Business

Global Resource Energy is a clean energy company that will provide services and solutions to businesses, communities and individuals so we can all enjoy a cleaner environment today and for tomorrow.

Our intent is to be a licensor and reseller of clean energy products including wind, solar and alternative energy technologies.

In keeping with the Company’s plan of licensing and reselling clean energy products, on January 26, 2012, extended on November 8, 2012 to expire on November 8, 2013, the Company entered into an assignment agreement and acquired the distribution rights for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Dongguan with their trademark CLED.

In keeping with the Company’s plan of licensing and reselling clean energy products, on January 26, 2012, the Company entered into an assignment agreement and acquired the distribution rights for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Dongguan with their trademark CLED.5

The Company ishopes ~~in negotiation with Kardings America~~ to undertake the business operations of supplying highly efficient LED street lighting to municipalities throughout North America through the Company’s exclusive North American distribution agreement. The Company has the exclusive rights to market, sell and distribute the most efficient and long lasting street lights to municipalities, cities and counties throughout the United States and Canada.

In addition to supplying LED lighting, Kardings management is also familiar with a Green Energy Fund called the Hero Program™. This fund is designed to help financially strapped communities not only upgrade to new, highly efficient LED lighting, but to immediately reduce the cost of paying for and maintaining lighting by as much as 40% simply by signing up for the program. The program offers a way to purchase the lighting, and if necessary, the poles, and take advantage of the greater levels of efficiency offered by LED lighting systems. If a municipality elects to choose a 10 year term the cost of lighting could immediately be reduced through subsidies offered by the Hero Program™ up to 40% off their current lighting costs.

As at the date of this filing, the Company does not have sufficient funds to fund any distribution activities or to enter into any management agreement with Kardings and it will have to raise funding in order to be able to undertake its current business plan and to commence distribution of any of the Dongguan products.

Principal Products and Services and their Markets

The Company has a broad range of indoor and outdoor municipal lighting products. Currently, the products can be viewed in the “Products” section on the Kardings website at www.kardings.com. ~~The Company has not yet established its own website for the its Products.~~

The Company ~~will~~hopes to provide the service to help guide municipalities through complex negotiations with utilities and with installation contractors to help maximize the cost savings of upgrading.

The lighting systems are available to municipalities of any size. The Company would have the ability to supply villages of 500 with the capacity to produce 50,000 lights per month which could furnish a city of 3 million people, subject to the Company being able to raise the required financing.

Distribution Methods of the Products

The Company will be required to set up distribution of its Products, ~~currently~~however it ishas inbeen ~~negotiation~~limited ~~with~~in ~~Kardings~~its toprogress ~~undertake~~with the ~~marketing~~distribution ~~and~~of ~~distribution~~these orProducts itdue ~~may~~to ~~acquire~~a ~~Kardings. Once~~lack ~~the~~of funding. The Company has not yet determined whether to directly distribute or enter into a marketing agreement with Kardings or some other marketing and distribution company. The Company will require funds to be able to execute any business plan related to the Products and as yet has not raised any capital to enable any business to proceed, other than the acquisition of the rights. The Products are currently manufactured in China and will be shipped by container directly to their North America destinations.

Status of any Publicly Announced New Product

The Company has acquired the distribution rights to various lighting products as described above on January 26, 2012. However, the Company has not yet set up its distribution or marketing initiatives as it does not have sufficient funding to do so. The Company will be required to undertake a financing in order to commence distribution. The Products are readily available through the manufacturer and are CE approved for worldwide distribution and UL approved for North America which includes the United States and Canada.

Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition

The Company, as are most LED distributors today, is a new company with no history of sales or distribution. Even the largest competitor is still in the early stages of business with very few installations. While we believe we have the most technically advanced product in the world and that product is back by the longest warranty at 5 years with the nearest competitor at only 3 years, we still must develop a market for our Products.

We operate in a highly competitive and changing environment.

Some of our competitors, as well as potential entrants into our market, may be better positioned to succeed in this market. They may have:

longer operating histories;

more management experience;

an employee base with more extensive experience;

better geographic coverage;

larger customer bases;

greater brand recognition; and

significantly greater financial, marketing and other resources

Currently, and in the future, as the more clean energy products are available, there will likely be larger, more well-established and well-financed entities that acquire companies and/or invest in or form joint ventures in categories or countries of interest to us, all of which could adversely impact our business. Any of these trends could increase competition and reduce the demand for any of our products or services.

Sources and Availability of Raw Materials and Names of Principal Suppliers

All of our products are sourced from one Chinese manufacturer that has given the Company distribution rights exclusively. The Dongguan City Cled Optoelectronic Co. Ltd. supplies our full line of lights on a revolving distribution agreement.

Dependence on One or a Few Major Customers

We do not currently have any customers.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration

Patents and trademarks (“CLED”) are held by the Dongguan City Cled Optoelectronic Co. Ltd. (the “Supplier”) The Company has a distribution agreement with Dongguan City Cled Optoelectronic Co., Ltd. The Company has the right to use the trade mark of Supplier during the effective ~~penod~~period of the distribution agreement in connection with the sale of Products. Any and all rights granted by the Supplier to the Company shall terminate upon termination of the distribution agreement.

Under the terms of the distribution agreement, the Company has the exclusive rights to all U.S. states East of the Mississippi River and including the states of California, Oregon, Washington and Arizona and anywhere in Canada (the “Exclusive Territory”), as well, the Company also has the rights to sell or export products outside the Exclusive Territory during the effective period of the distribution agreement. Should the Company sell to any parties outside the Exclusive Territory, those customers will be grandfathered in the event that the supplier assigns the market to another distributor. The distribution agreement expires on October 31, 2012 and may be granted for another twelve ~~months~~month’s subject to the Supplier’s consent. The agreement is for a must meet.

Subsequently, on November 1, 2012, the Distribution Agreement between Dongguan City Cled Optoelectronic Co. Ltd and Patedma Group Corp., DBA Kardings America remains in force and will be terminated on October 31, 2013.

Need for Any Government Approval of Principal Products or Services

Although the lights are assembled in China, only the housing and lenses are actually manufactured there. The LED array is manufactured by BridgeLux® in California, USA and the electrical drivers are made by Philips® in the USA.

The products are all certified by Conformité Européenne (CE). CE is a mandatory conformity mark for products placed on the market in the European Economic Area (EEA) and in most Latin American and South American Countries. With the CE marking on a product, the manufacturer ensures that the product conforms with the essential requirements of the applicable EC directives. In addition to the CE certification the lights are also certified by Underwriters Laboratories (UL) and conform to electrical safety standards in the United States and Canada.

Effect of Existing or ~~Probably~~Probable Government Regulations on our Business

As the general lighting landscape continues to evolve, LED lighting for general illumination is being adopted as a viable alternative to traditional lighting due to its unique characteristics and its energy savings potential.

Like traditional lighting equipment, solid-state lighting (SSL) products sold in the United States and Canada are subject to industry standards governing safety and performance. There are key guidelines as well as performance and safety standards that are applicable to SSL products, including those utilizing light-emitting diodes (LEDs).

The use of national standards and test methods improves consistency of performance and facilitates product comparisons, thereby increasing consumer confidence and satisfaction. As the technology matures, standards and guidelines are created or revised as needed. New technologies require new standards and testing benchmarks. From an industry perspective standards and regulations provide a platform for consistent language in regard to definitions, test methods, laboratory accreditation and for product design, manufacturing and testing.

From a governmental perspective, regulation helps ensure public safety, provides consumer protection, regulates energy consumption and monitors environmental issues.

Standards are voluntary and Regulations are mandatory.

Federal Government Regulations:

In December 2007, the federal government enacted the Energy Independence and Security Act of 2007, which contains maximum wattage requirements for all general service incandescent lamps producing from 310–2600 lumens of ~~lightHowever~~light. However, these regulations never became law, as another section of the 2007 EISA bill overwrites them, and thus, current law, as specified in the U.S. Code, "does not relate to maximum wattage requirements.”

The efficiency standards will start with 100-watt bulbs and end with 40-watt bulbs. The timeline for these standards was to start in January 2012, but on December 16, 2011, the U.S. House passed the final 2012 budget legislation, which effectively delayed the implementation until October 2012. Light bulbs outside of this range are exempt from the restrictions. Also exempt are several classes of specialty lights, including appliance lamps, rough service bulbs, 3-way, colored lamps, stage lighting, and plant lights.

The United States Environmental Protection Agency's Energy Star program in March 2008 established rules for labeling lamps that meet a set of standards for efficiency, starting time, life expectancy, color, and consistency of performance. The intent of the program is to reduce consumer concerns about efficient light bulbs due to variable quality of products.[32] Those CFLs with a recent Energy Star certification start in less than one second and do not flicker. Energy Star Light Bulbs for Consumers is a resource for finding and comparing Energy Star qualified lamps.

By 2020, a second tier of restrictions would become effective, which requires all general-purpose bulbs to produce at least 45 lumens per watt (similar to current CFLs). Exemptions from the Act include reflector flood, 3-way, candelabra, colored, and other specialty bulbs.

Individual state efforts

California will phase out the use of incandescent bulbs by 2018 as part of bill by California State Assembly on October 12, 2007. The bill aims to establish a minimum standard of twenty-five lumens per watt by 2013 and sixty lumens per watt by 2018.

Canada

The provincial government of Nova Scotia stated in February 2007 that it would like to move towards preventing the sale of incandescent light bulbs in the province.

In April 2007, Ontario's Minister of Energy Dwight Duncan announced the provincial government's intention to ban the sale of incandescent light bulbs by 2012. Later in April, the federal government announced that it would ban the sale of inefficient incandescent light bulbs nation-wide by 2012 as part of a plan to cut down on emissions of greenhouse gases. On Nov 9, 2011, the federal government approved a proposal to delay new energy efficiency standards for light bulbs until Jan. 1, 2014, when it will become illegal to import inefficient incandescent lighting across the country. In Dec 2011, Ontario Energy Minister confirmed that Ontario is scrapping the five-year-old promise "to avoid confusing consumers".

The Energy Star program, in which Natural Resources Canada is a partner, in March 2008 established rules for labeling lamps that meet a set of standards for efficiency, starting time, life expectancy, color, and consistency of performance. The intent of the program is to reduce consumer concerns about efficient light bulbs due to variable quality of products. Those CFLs with a recent Energy Star certification start in less than one second and do not flicker.

In January 2011, the province of British Columbia banned retailers from ordering 75- or 100-watt incandescent bulbs. The nation's Energy Efficiency Regulations are published on the Natural Resources Canada website.

Research and Development Activities and Costs

We did not undertake any research and development activities in fiscal 2011 or 2012.

Costs and Effects of Compliance with Environmental Law

The secondary function of LED lighting is to reduce energy consumption. When the cost of maintaining existing municipal lighting systems is factored in LED lights can be as much as 75% more efficient. Although the initial cost of purchasing LED lighting is higher, over a fifteen year term the LED lights are more than 75% less expensive to own and operate. LED lights do not use harmful metals such as mercury either and do not pollute the night sky.

Employees

We do not have any employees at this time. All of the business activities of the Company are undertaken by our sole officer and director, except for those accounting and filing activities undertaken by consultants.

Additional information

You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports or registration statements that we have previously filed electronically with the SEC at its Internet site at www.sec.gov. Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms. Our SEC reports and registration statements are also available from commercial document retrieval services, such as CCH Washington Service Bureau, whose telephone number is 1-800-955-0219.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 1B. UNRESOLVED STAFF COMMENTS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. PROPERTIES

We have no properties and at this time have no agreements to acquire any properties.

Our sole director and officer, Robert Baker provides office space where he works in his country of residence, free of charge to the Company. Our executive office is located at 3651 Lindell Road, Ste. D#172, Las Vegas, Nevada. Our telephone number is (702) 943-0325.9

Our sole director and officer, Roland Hutzler provides office space where he works in his country of residence, free of charge to the Company. Our executive office is located at 3651 Lindell Road, Ste. D#172, Las Vegas, Nevada. Our telephone number is (702) 943-0325.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

910

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information

The Company's common stock is currently quoted on the OTC Markets QB (OTC/QB) under the trading symbol “GBEN”. Following is a report of high and low bid pricing for the last two fiscal years for the Company’s common stock.

Quarter	High ($)	Low ($)
4th Quarter ended 1/31/2013	0.26	0.015
3rd Quarter ended 10/31/2012	0.34	0.075
2nd Quarter ended 7/31/2012	0.53	0.20
1st Quarter ended 4/30/2012	0.51	0.14
4th Quarter ended 1/31/2012	0.35	0.10
3rd Quarter ended 10/31/2011	0.10	0.10
2nd Quarter ended 7/31/2011*	0.10	0.0015
1st Quarter ended 4/30/2011	0.097	0.007
4th Quarter ended 1/31/2011	0.06	0.022
3rd Quarter ended 10/31/2010	0.18	0.01
2nd Quarter ended 7/31/2010	0.74	0.05
1st Quarter ended 4/30/2010	0.05	0.05

*After giving effect to a 1000 to 1 reverse split.

· After giving effect to a 1000 to 1 reverse split.

The above information was provided by OTC Markets. The quotations provided may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders

As of May 89, ~~2012~~2013, there were 2012 record holders of the Company’s common stock (which number does not include the number of stockholders whose shares are held by a brokerage house or clearing agency, but does include such brokerage houses or clearing agencies as one record holder).

Dividends

We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Recent Sales of Unregistered Securities:

On ~~April~~December 20, 2012, ~~effective January 26, 2012,~~ the Company issued a total of 13,000,000 shares to ~~Patedma~~Bluforest, ~~Group Corp~~Inc. ~~pursuant~~for to the ~~assignment~~purchase of ~~the~~carbon ~~distributorship~~tax ~~agreement~~credits ~~between~~as per the ~~Company~~terms ~~and~~of ~~Patedma~~an ~~Group~~agreement ~~Corp.~~entered ~~dated~~into ~~January~~November 2612, 2012.

OnThe ~~April~~Company ~~26,~~claims ~~2012,~~an exemption from the ~~Company~~registration ~~issued~~requirements aof ~~total~~the Securities Act of 291933,~~999~~ as amended,~~997~~ ~~shares~~for inthe ~~settlement~~issuance of ~~certain~~shares ~~debt~~to onBluforest, Inc. pursuant to Section 4(2) of the ~~books~~Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale.

1011

The Issuer relied upon the “Regulation S” exemption for the issuance of the shares as detailed above as the shares were sold in compliance with the exemption from the registration requirements found in Rules 901 through 903 of Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These shares were issued in offshore transactions since the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Each offshore subscriber certified that he or it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration.

ITEM 6. SELECTED FINANCIAL DATA

The Company is a smaller reporting company and is not required to provide this information.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "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 which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance 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 or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. 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, later events or circumstances or to reflect the occurrence of unanticipated events.

In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.

The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Background

We were incorporated in the State of Nevada under the name Myriad International, Corp. on November 6, 2008.

We filed a Certificate of Amendment with the Secretary of State of Nevada, with the effective date of November 27, 2009, effecting the following corporate changes:

(1)	changing the Company’s name from Myriad International, Corp. to Aura Bio Corp.; and
(2)	effecting a 20 for 1 forward-split of the Company’s issued and outstanding common shares.

On November 16, 2010, the Company filed an amendment with the State of Nevada to change its name to Global Resource Energy Inc.

At the report date our business plan is to be a distributor, licensor or reseller of clean technologies. On January 26, 2012, the Company entered into an assignment agreement whereby Patedma Group Corp. assigned its distributor agreement with Dongguan City Cled Optoelectonic Co. Ltd. for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Supplier with their trademark CLED.

Liquidity & Capital Resources

We are a development stage company intending to engage in the licensing and reselling or distribution of clean technologies. We currently have one distribution contract for the distribution of LED lights. We have not yet commenced operations as we have no funding with which to undertake any distribution under our agreement. We have not generated any revenues and we expect to incur substantial costs while continuing to effect our business plan and meeting our ongoing corporate obligations and debt servicing.

We had no cash on hand as of January 31, ~~2012~~ 2013 or as of January 31, ~~2011~~2012. We will not have sufficient funds for our planned operations or to meet ongoing obligations unless we are successful in raising additional capital.

~~For the fiscal year ended January 31, 2012, we used net cash of $Nil in investing activities. This remains unchanged from the fiscal year ended January 31, 2011.~~12

For the fiscal year ended January 31, 2013, we used net cash of $Nil in investing activities. This remains unchanged from the fiscal year ended January 31, 2012.

In order to meet all of our current commitments and fund operations for the next twelve months, we estimate that we will require a minimum of $300,000. This figure is based on our current general and administrative costs and our estimation of funds that may be required for any inventory or licensing agreements. We currently have no funds and there is no assurance that sufficient funds will be available if and when required.

Our ability to meet our financial commitments is primarily dependent upon the continued issuance of equity to new stockholders, the ability to borrow funds, and ultimately upon our ability to achieve and maintain profitable operations. There are no assurances that we will be able to obtain required funds for our continued operations or that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern, as the continuation of our business is dependent upon obtaining further short and long-term financing and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholder. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Results of Operations

The discussion and financial statements contained herein are for our fiscal years ended January 31, ~~2012~~2013 and January 31, ~~2011~~2012. The following discussion regarding our financial statements should be read in conjunction with our financial statements included herewith.

We have suffered recurring losses from operations. The continuation of our Company is dependent upon us attaining and maintaining profitable operations and raising additional capital as needed. There can be no assurance that we will be able to raise any funds required to maintain our reporting status or to fund operations.

Comparison of the Fiscal Year Ended January 31, ~~2012~~2013 and January 31, ~~2011~~2012

During the fiscal years ended January 31, ~~2012~~2013 and ~~2011~~2012, we earned no revenues from operations.

For the fiscal year ended January 31, ~~2012~~2013, our loss from operations ~~increased~~decreased ~~substantially~~ to $~~316~~247,~~647~~197 from $96316,~~302~~647 in the prior year. This ~~increase~~decrease was mainly due to ~~increased~~a ~~operations~~decline ~~over~~in ~~the~~management, ~~current~~legal ~~nine months as while we moved to execute our business plan~~ and ~~retained~~consulting ~~the~~fees, ~~services~~offset ofby ~~legal~~an ~~and~~increase ~~other professionals~~ to ~~assist~~expense inrelated ~~preparation~~to ~~and~~amortization ~~completion~~expense ofin the ~~business~~current ~~plan~~year. We ~~retained~~recorded ~~new management and provided signing bonuses in the form of 40,090,000 shares of the Company’s common stock, which shares were valued at~~ $~~130,000~~Nil ~~and recorded~~ as management fees during the current fiscal year ~~ended January 31, 2012, as~~ compared to $~~Nil~~130,000 in the ~~same~~year ~~period~~ended inJanuary ~~the~~31, ~~prior fiscal year~~2012. General and administrative fees incurred during the fiscal year ended January 31, ~~2012~~2013 ~~also~~decreased ~~increased~~ substantially and totaled $~~141~~27,~~607~~219 compared to $58141,~~537~~607 in the comparative same period ended January 31, ~~2011~~2012 as direct result of a decline in consulting fees. General and administrative fees ~~include~~in ~~fees~~the ~~paid~~current toyear ~~consultants,~~were limited to general office expenses and fees paid to meet our regulatory reporting requirements. WeOur professional fees during the current twelve month period ~~totaling~~totaled $5432,~~110~~478 as compared to $3754,~~765~~110 in the prior fiscal year. The ~~increase~~decrease was predominantly attributed to ana ~~increase~~decrease in legal expenses. During the most recently completed twelve months we recorded forgiveness of $Nil debt ~~totaling~~compared to $9,070 ~~with no similar transaction~~ in the prior fiscal year. As a result our net loss for the fiscal ~~year~~years ended January 31, ~~2012~~2013 and ~~2011~~2012 were $~~316~~247,~~647~~197 and $96316,~~302~~647 respectively.

Period from inception, November 6, 2008 to January 31, ~~2012~~2013

Our revenues since inception to date have been $nil. Since inception, we have an accumulated deficit during the development stage of $~~428~~676,~~924~~121, the majority of which was incurred in fiscal 2011. We expect to continue to incur losses as a result of expenditures for general and administrative activities while we remain in the development stage.

1213

Critical Accounting Policies and Estimates

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

Off- Balance Sheet Arrangements

The Company presently does not have any off-balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting company and is not required to provide this information.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All financial information required by this Item is attached hereto below beginning on page F-1.

1314

GLOBAL RESOURCE ENGERGY INC.
(A Development Stage Company)
REPORT AND FINANCIAL STATEMENTS
January 31, 2011
January 31, 2013
	Page
Report of Independent Registered Public Accounting Firm	F-21
Balance Sheets	F-32
Statements of Operations	F-43
Statements of Stockholders' Equity	F-54
Statements of Cash Flows	F-65
Notes to Financial Statements	F-76 to F-1110

~~F-1~~15

GEORGE STEWART, CPA

316 ~~17TH~~17th AVENUE SOUTH

SEATTLE, WASHINGTON 98144

(206) 328-8554 FAX(206) 328-0383

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Global Resource Energy Inc.

I have audited the accompanying balance sheets of Global Resource Energy Inc. (A Development Stage Company) as of January 31, ~~2012~~2013 and ~~2011~~2012, and the related statements of operations, stockholders’ equity and cash flows for the years ended January 31, ~~2012~~2013 and ~~2011~~2012 and for the period from November 6, 2008 (inception), to January 31, ~~2012~~2013. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Resource Energy Inc., (A Development Stage Company) as of January 31, ~~2012~~2013 and ~~2011~~2012, and the results of its operations and cash flows for the years ended January 31, ~~2012~~2013 and ~~2011~~2012 and the period from November 6, 2008 (inception), to January 31, ~~2012~~2013 in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 2 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/Ss/ George Stewart

George Stewart

Seattle, Washington

May 13, 2013

~~May 16, 2012~~F-1

F-2

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

BALANCE SHEETS

	January 31, 2012			January 31, 2011
Assets	January 31, 2013			January 31, 2012
Assets
Current Assets
Cash	$			$	-
Prepaid expenses		31,~~437~~415			-3,437
Total current assets		31,~~437~~415			-
Intangible assets		187,500			-
Advance payment to purchase CER’s (Note 6)		660,000
Total Assets	$	190,937		$	-
Intangible assets		-			187,500
Total Assets	$	661,415		$	190,937
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable	$	~~258~~242,~~513~~762		$	84258,~~277~~513
Advances payable		15,848			-
Accounts payable, related party		11,683			-
Total Current Liabilities		274,361			84,277
Advances payable		47,591			15,848
Total Liabilities		274,361			84,277
Total Current Liabilities		302,036			274,361
Total Liabilities		302,036			274,361
Stockholders’ Equity (Deficit)
Common stock, $0.001 par value, 250,000,000 authorized,
and 41,171,000 shares (January 31, 2012) and 81,000 (January 31, 2011) issued and outstanding respectively		41,171			81,000
and 74,170,997 shares (January 31, 2013) and 41,171,000 (January 31, 2012) issued and outstanding respectively		74,171			41,171
Additional paid-in-capital		~~304~~961,329			~~(53~~304,~~000~~329	)
Deficit accumulated during the development stage		(~~428~~676,~~924~~121	)		(~~112~~428,~~277~~924	)
Total stockholders’ equity (deficit)		~~(83~~359,~~424~~379	)		(8483,~~277~~424	)
Total liabilities and stockholders’ equity (deficit)	$	~~190~~661,~~937~~415		$	-190,937

The accompanying notes are an integral part of these financial statements

F-32

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

	Year Ended			Year Ended			From Inception on
							From
	January 31,			January 31,			November 6, 2008
							Inception on
	2012			2011			To January 31, 2012
	Year Ended			Year Ended			November 6, 2008
	January 31,			January 31,			To
	2013			2012			January 31, 2013
Revenues	$	-		$	-		$	-
Expenses
General and administrative expenses	$	~~141~~27,~~607~~219		$	58141,~~537~~607			~~206~~233,~~019~~238
Professional fees		54,110			37,765			101,975
Amortization		187,500			-			187,500
Management fees		130,000			-		$	130,000
Professional fees		32,478			54,110			134,453
Net (loss) from Operations before Taxes		(325,717	)		(96,302	)		(437,994	)
Management fees		-			130,000		$	130,000
Debts forgiven		9,070			-			9,070
Net (loss) from Operations before Taxes		(247,197	)		(325,717	)		(685,191	)
Debts forgiven		-			9,070			9,070
Provision for Income Taxes		-			-			-
Net (loss)	$	(~~316~~247,~~647~~197	)	$	(96316,~~302~~647	)	$	(~~428~~676,~~924~~121	)
(Loss) per common share – Basic and diluted	$	(0.0200	)	$	(0.0002	)
Weighted Average Number of Common Shares Outstanding		1964,~~342~~711,~~068~~981			8119,~~000~~342,~~000~~068

The accompanying notes are an integral part of these financial statements

F-43

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY

From Inception on November 6, 2008 to January 31, ~~2012~~2013

										(Deficit)
										Accumulated
	Common Stock,						Additional			During the
	$.001 Par Value						Paid-in			Development
	Shares			Amount			Capital			Stage			Total
Balance at Inception on November 6, 2008		-		$	-		$	-		$	-		$	-
Common shares issued for cash at $0.0000167		180,000,000			180,000			(177,000	)		-			3,000
Net (loss)		-			-			-			(714	)		(714	)
Balance as of January 31, 2009		180,000,000			180,000			(177,000	)		(714	)		2,286
Common shares issued for cash at $0.000833		30,000,000			30,000			(5,000	)		-			25,000
Common shares cancelled (December 22, 2009)		(135,000,000	)		(135,000	)		135,000			-			-
Net (loss)		-			-			-			(15,261	)		(15,261	)
Balance, January 31, 2010		75,000,000			75,000			(47,000	)		(15,975	)		12,025
Reinstatement of shares previously canceled		6,000,000			6,000			(6,000	)		-			-
Net (loss)		-			-			-			(96,302	)		(96,302	)
Balance, January 31, 2011		81,000,000			81,000			(53,000	)		(112,277	)		(84,277	)
Stock reverse split: 1000:1		(80,919,000	)		(80,919	)		80,919			-			-
Common shares issued for management fee		90,000			90			89,910			-			90,000
Common shares issued for services		40,000,000			40,000			-			-			40,000
Common shares issued to purchase intangible assets		1,000,000			1,000			186,500			-			187,500
Net (loss)		-			-			-			(316,647	)		(316,647	)
Balance, January 31, 2012		41,171,000		$	41,171		$	304,329		$	(428,924	)	$	(83,424	)
Common shares issued for debt settlement		29,999,997			30,000			-			-			30,000
Common shares issued for advance payment to purchase CERs		3,000,000			3,000			657,000			-			660,000
Net (Loss)		-			-			-			(247,197	)		(247,197	)
Balance January 31, 2013		74,170,997		$	74,171		$	961,329		$	(676,121	)	$	359,379

The accompanying notes are an integral part of these financial statements

F-54

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

							From
	Year Ended			Year Ended			Inception on
							Inception on
	January 31,			January 31,			November 6, 2008 To
	Year Ended			Year Ended			November 6, 2008
	2012			2011			January 31, 2012
	January 31,			January 31,			To January 31,
	2013			2012			2013
Operating Activities
Net (loss)	$	(~~316~~247,~~647~~197	)	$	(96316,~~302~~647	)	$	(~~428~~676,~~924~~121	)
Adjustment to reconcile net loss to cash used by operations:
Stock based compensation, management services		~~130,000~~-			-130,000			130,000
Prepaid expenses		(3,437	)		-			(3,437	)
Amortization		187,500			-			187,500
Accounts payable		174,236			84,277			258,513
Prepaid expenses		2,022			(3,437	)		(1,415	)
Net cash (used) for operating activities		(15,848	)		(12,025	)		(43,848	)
Accounts payable related party		11,683			-			11,683
Accounts payable		14,249			174,236			272,762
Net cash (used) for operating activities		(31,743	)		(15,848	)		(75,591	)
Financing Activities
Advances payable		1531,~~848~~743			-15,848			1547,~~848~~591
Loans from Director		-			~~(704~~-	)		-
Sale of common stock		-			-			28,000
Net cash provided by financing activities		1531,~~848~~743			~~(704~~15,848	)		4375,~~848~~591
Net increase (decrease) in cash and equivalents		-			~~(12,729~~-	)		-
Cash and equivalents at beginning of the period		-			~~12,729~~-			-
Cash and equivalents at end of the period	$	-		$	-		$	-
Supplemental disclosure of cash flow information and non-cash activities:
Cash paid for Interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
Stock based compensation, management services	$	~~130,000~~-		$	-130,000		$	130,000
Shares issued to purchase intangible assets		~~187,500~~-			-187,500			187,500
	$	317,500		$	-		$	317,500
Shares issued for settlement of accounts payable		30,000			-			30,000
Shares issued for advance payment to purchase CERs		660,000			-			660,000
	$	690,000		$	317,500		$	1,007,500

The accompanying notes are an integral part of these financial statements

F-65

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, ~~2012~~2013

1. ORGANIZATION AND BUSINESS OPERATIONS

Aura Bio Corp., now known as Global Resource Energy Inc., a corporation organized on November 6, 2008 under the laws of the State of Nevada (the “Company”) filed an amendment to its Articles of Incorporation (the “Amendment”) to change its name from Aura Bio Corp. to Global Resource Energy Inc. on November 16, 2010. The change in name to Global Resource Energy Inc. was effected December 10, 2010 on the Over-the-Counter Bulletin Board marketplace upon clearance by FINRA. The new trading symbol for the shares of common stock of the Company trading on the Over-the-Counter Bulletin Board has been changed to “GBEN”.

The ~~Amendment~~amendment and change in corporate name to Global Resource Energy Inc. (the “Amendment”) was approved by the Board of Directors by a unanimous written consent ~~resolutions~~resolution dated November 9, 2010. The Amendment was subsequently approved by certain shareholders of the Company holding a majority of the total issued and outstanding shares of common stock of the Company by written consent resolutions dated November 9, 2010. The change in corporate name was ~~authorized~~undertaken ~~and approved by the Board of Directors~~ to better reflect the Company’s future business operations.

The Amendment filed with the Nevada Secretary of State also increased the Company’s authorized capital ~~from75~~from 75,000,000 shares of common stock, par value, $0.001, to 250,000,000 shares of common stock, par value $0.001.

On November 9, 2010, the Board of Directors of the Company also authorized and approved a forward stock split of ~~three for one (3:1) of~~ the Company’s total issued and outstanding shares of common stock on the basis of three for one (3:1) (the “Forward Stock Split”). The Forward Stock Split was effectuated based on market conditions and upon a determination by the Board of Directors that the Forward Stock Split was in the Corporation’s best interests and those of its shareholders. Certain factors were discussed among the members of the Board of Directors concerning the need for the Forward Stock Split, including: (i) current trading price of the Company’s shares of common stock on the OTC Bulletin Board and potential to increase the marketability and liquidity of the Corporation’s common stock; and (ii) possible desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets.

The Forward Stock Split was effectuated on December 10, 2010 based upon the filing with and acceptance by FINRA of the appropriate documentation. The Forward Stock Split increased the Corporation’s total issued and outstanding shares ~~of common stock~~ from 27,000,000 to 81,000,000 shares of common stock. The common stock will continue to be $0.001 par value~~, and all share values, references and amounts as presented in these financial statements reflect the impact of the forward split, retroactive to the date of inception~~.

On April 25, 2011, the Company received a resignation notice from Harry Lappa as President and Chief Executive Officer of the Company. On the same day, the Company appointed Douglas Roe as its new President and Chief Executive Officer. Concurrent with the appointment of Mr. Roe, he received a $90,000 signing bonus for acting as President and Chief Executive Officer. The signing bonus was paid to Mr. Roe by the issuance of 90 million shares (pre-reverse-split) of the Company. This issuance resulted in a change of control of the Company, Mr. Roe having voting control over 52.6% of the Company’s issued and outstanding shares of common stock.

On April 26, 2011, the Company filed a Certificate of Amendment with the Secretary of State of Nevada, with the effective date of May 2, 2011, effecting a for 1,000 reverse-split of the Company’s issued and outstanding common shares. The reverse Split was approved by FINRA on July 27, 2011, and has been retroactively impacted to all ~~share~~shares and per share figures in these financial statements.

~~The~~On ~~Company~~November is12, in2012, the ~~development~~Company ~~stage~~entered asinto ~~defined~~a ~~under~~Certified ~~Statement~~Emission onReductions ~~Financial~~(“CER”) ~~Accounting~~Pre-sale ~~Standards~~and ~~Accounting~~Purchase ~~Standards~~Agreement ~~Codification~~(“CERSPA”) ~~FASB~~with ~~ASC~~Bluforest, ~~915-205 "Development-Stage Entities~~Inc. (“Bluforest”). ~~The~~Under ~~Company~~the ~~has~~agreement, ~~not~~we ~~generated~~pre-purchased ~~any~~66,000 ~~revenue~~CERs tofrom ~~date~~Bluforest. ~~and~~The ~~consequently~~total ~~its~~purchase ~~operations~~price ~~are~~of ~~subject~~$660,000 towas ~~all~~paid ~~risks inherent~~ in the ~~establishment~~form of ~~a new business enterprise. For the period from inception~~3, ~~November 6~~000,000 ~~2008~~restricted ~~through~~shares ~~the~~of ~~fiscal year ended January 31, 2012~~ the Company’s ~~has~~common ~~accumulated losses of $428,924~~stock.

~~F-7~~On March 1, 2013 the Board of Directors accepted the resignation of Robert Alan Baker as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company. Simultaneously, Mr. Roland Hutzler was appointed the sole member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer of the Company.

F-6

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, ~~2012~~2013

1. ORGANIZATION AND BUSINESS OPERATIONS (continued)

The Company is in the development stage as defined under Statement on Financial Accounting Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage Entities.” The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, November 6, 2008 through the fiscal year ended January 31, 2013 the Company has accumulated losses of $676,121.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

b) Going Concern

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $~~428~~676,~~924~~121 as of January 31, ~~2012~~2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management will be required to raise additional capital to fund its current and future operations, and there is no guarantee said capital will be available as required.

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

d) Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

e) Foreign Currency Translation

The Company's functional currency and its reporting currency is the United States dollar.

f) Financial Instruments

The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

g) Identified intangible assets

Identified intangible assets with identifiable useful lives are generally amortized on a straight-line basis over the periods of benefit in accordance with ASC 350 (formerly SFAS No.142). We amortize all acquisition-related intangible assets that are subject to amortization over the estimated useful life based on economic benefit.

~~g) Stock~~F-~~based Compensation~~7

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R). To date, the Company has not adopted a stock option plan and has not granted any stock options.

h) Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

F-8

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, ~~2012~~2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)

ih) Stock-based ~~Basic and Diluted Net Loss per Share~~Compensation

~~The~~Stock-based ~~Company~~compensation ~~computes~~is ~~net~~accounted ~~loss~~for ~~per~~using ~~share~~the Equity-Based Payments to Non-Employees Topic of the FASB ASC 718, which establishes standards for the accounting for transactions in ~~accordance~~which ~~with~~an ~~SFAS~~entity Noexchanges its equity instruments for goods or services. ~~128,"Earnings~~It ~~per~~also ~~Share"~~addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. ~~SFAS~~The NoCompany determines the value of stock issued at the date of grant. ~~128~~It ~~requires~~also ~~presentation~~determines at the date of ~~both~~grant, ~~basic~~the ~~and~~value ~~diluted~~of ~~earnings~~stock ~~per~~at ~~share~~fair ~~(EPS)~~market onvalue or the ~~face~~value of services rendered (based on contract or otherwise) whichever is more readily determinable. To date, the ~~income~~Company ~~statement~~has not adopted a stock option plan and has not granted any stock options.

~~Basic EPS is computed by dividing net loss available to common shareholders (numerator~~i) Income by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.Taxes

j)Income ~~Fiscal~~taxes ~~Periods~~are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

j) Basic and Diluted Net Loss per Share

The Company computes loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

k) Fiscal Periods

The Company's fiscal year end is January 31.

3. IDENTIFIED INTANGIBLE ASSETS

On January 26, 2012, the Company entered into an assignment agreement whereby Patedma Group Corp. (“Patedma”) assigned its distributor agreement with Dongguan City Cled Optoelectonic Co. Ltd. for the distribution of LED Street Lights, Solar LED Street Lights, LED Tunnel Lights, LED Flood Lights, LED High Bay Lights, LED High Mask Lights, LED Garden Lights, Light Sourcing and all Indoor Lighting sold and exported by Supplier with their trademark CLED. Under the terms of the assignment, the Company issued 1,000,000 shares to Patedma. The value of the assets is $187,500 based on the fair market value of the ~~date~~shares ofon ~~issued~~the issuance date. The agreement shall be terminated on ~~31st~~ October 31, 2012 with the option to renew for a further period of 12 months subject to the consent.

As a result of the ~~agreement~~aforementioned ~~in the fiscal year ended January 31~~agreement, ~~2012,~~ we ~~recorded~~capitalized $187,500 as identified intangible assets with ~~lives~~a life of nine months, ~~that~~the ~~are~~term of the existing distributorship agreement, which amount is subject to amortization on a monthly basis over the term.

4. COMMON STOCK

	January 31, 2013			January 31, 2012
Cost	$	187,500		$	187,500
Less accumulated amortization		(187,500	)		-
	$	-		$	187,500

F-8

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2013

3. IDENTIFIED INTANGIBLE ASSETS – (continued)

During the fiscal year ended January 31, 2013, the Company fully amortized the capitalized value of the intangible assets totaling $187,500.

On November 1, 2012, the parties to the Distribution Agreement agreed to exercise the option and extend the term of the agreement for a further year, with a new termination date of October 31, 2013.

On November 8, 2012, the Company negotiated an extension on its licensing agreement with Patedma to extend the exclusive distribution agreement of LED street lighting for a further year to expire November, 2013 or as at October 31, 2013 when the Distribution Agreement expires. This extension will allow the Company to sell under Patedma’s license agreement should funding be available to enter the LED street light industry.

Under the terms of the agreement Balon Bleu Holdings, a Nevada LLC, will pay an immediate deposit of $50,000 to the Company and $50,000 every month over the next five months for a total of $300,000 USD to earn a 49% assignment of interest for the North American Rights to the highly efficient CLED Street Lighting system. No payment has yet been received as at January 31 2013, and Balon Bleu Holdings is considered to have defaulted on the agreement.

4. DEBT EXTINGUISHEMENT

As of November 1, 2010, the Company was indebted to North American Investments in the amount of $30,000 for services rendered. Such services included preparation of a business plan, monthly consulting and project identification and review. Such debt was recorded on the Company's balance sheet as an account payable. The Company and North American Investments had an understanding that this debt was to be treated as an investment by North American Investments in the Company and that the debt investment could be converted into equity at a later date at the discretion of North American Investments. The parties agreed on April 23, 2012, to memorialize such agreement in the form of Convertible Promissory Note date as of the date of North American's original investment in the Company, November 1, 2010. On April 26, 2012, the Company issued a total of 29,999,997 shares to settle the debt to North American in full.

5. COMMON STOCK

The authorized capital of the Company is 250,000,000 common shares with a par value of $ 0.001 per share.

On ~~December~~April 526, ~~2008~~2012, the Company issued ~~180~~a total of 29,~~000~~999,997 shares ofin ~~common~~settlement ~~stock~~of ~~for~~certain ~~total~~debt ~~cash~~on ~~proceeds~~the books of ~~$3,000~~the Company. (ref: Note – 4 above)

~~During~~Effective ~~the~~December ~~period February 1~~20, ~~2009~~2012 ~~to May 21, 2009~~ the Company issued 30a total of 3,000,000 restricted shares of common stock ~~for~~in ~~cash~~respect ~~proceeds~~ of ~~$25~~an agreement to acquire 66,000 Certified Emission Reductions (“CER’s”) as discussed below in Note 6.

OnAs ~~December~~at 22January 31, ~~2009~~2013, ~~the~~we ~~Company~~had ~~canceled~~a ~~and~~total ~~returned~~of ~~back~~74,170,997 toshares ~~treasury~~issued ~~135,000~~and ~~common shares~~outstanding.

On April 25, 2011, the Company issued 90,000 shares of common stock to its new officer and director, Douglas Roe. This issuance resulted in a change of control of the Company, Mr. Roe having control over 52.6% of the Company’s issued and outstanding shares of common stock.

On August 18 and 19, 2011 the Company issued 20,000,000 shares to Mr. Robert Baker, for a total of 40,000,000 shares of common stock. Mr. Baker became the Company’s sole officer and director on July 21, 2011. The issuances resulted in a change in control, Mr. Baker having control over 99.6% of the Company’s issued and outstanding common stock.

On January 26, 2012, the Company issued 1,000,000 shares to Dongguan City Cled Optoelectonic Co. Ltd in respect to the assignment of distributor agreement. (ref: Note – 3)

F-9

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, ~~2012~~2013

46. ~~COMMON~~ADVANCE ~~STOCK – (continued)~~PAYMENT

AsOn atNovember ~~January 31~~12, 2012, wethe ~~had~~Company entered into a Certified Emission Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) with Bluforest, Inc. (“Bluforest”). Under the agreement, we pre-purchased 66,000 CERs from Bluforest. The total purchase price of 41$660,~~171~~000 was paid in the form of 3,000,000 restricted shares ~~issued~~of ~~and~~the ~~outstanding~~Company’s common stock. We recorded the purchase of $660,000 as an advance payment on the balance of the Company as of January 31, 2013.

All shares and per-share data have been restated to reflect 1,000:1 reverse stock split which was effectuated with a record date of April 26, 2011. The Reverse Stock Split was implemented taking into account our authorized share capital and number of issued and outstanding shares of common stock as of the Record Date. The par value for our shares of common stock remained the same at $0.001.

5. INCOME TAXES

As of January 31, 2012, the Company had net operating loss carry forwards of approximately $428,924 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

6. RELATED PARTY TRANSACTIONS

On April 25, 2011, the Company appointed Douglas Roe as its new President and Chief Executive Officer. Concurrent with the appointment of Mr. Roe, he received a $90,000 signing bonus for acting as President and Chief Executive Officer. The signing bonus was paid to Mr. Roe by the issuance of 90 million shares (pre-reverse-split) of the Company. Due to the fact that Mr. Roe is the controlling shareholder of the Company, and the Company’s sole officer and director, the shares were valued at par value, or $0.001 per share. This issuance resulted in a change of control of the Company, Mr. Roe having voting control over 52.6% of the Company’s issued and outstanding shares of common stock.

On July 21, 2011, Mr. Roe resigned and concurrently Mr. Robert Baker was appointed the new President and Chief Executive officer. On August 1, 2011, the Company approved an annual salary to Mr. Baker of $40,000 which amount was paid by the issuance of a total of 40,000,000 shares of the Company’s common stock. 20,000,000 shares were issued on August 18 and 19, 2011 respectively to Mr. Baker in full satisfaction of his annual salary. Due to the fact that Mr. Baker is the controlling shareholder of the Company, and the Company’s sole officer and director, the shares were valued at par value, or $0.001 per share. This issuance resulted in a change of control of the Company. Mr. Baker has voting control over 99.6% of the Company’s issued and outstanding common stock.

7. NEW ACCOUNTING PRONOUNCEMENTS

WeASU ~~have~~2011-08, Intangibles ~~reviewed~~– ~~all~~Goodwill ~~recently~~and ~~issued,~~Other ~~but~~(Topic ~~not~~350): ~~yet~~Testing ~~effective,~~Goodwill ~~accounting~~for ~~pronouncements~~Impairment ~~and~~is doapplicable ~~not~~to ~~believe~~fiscal ~~the~~years ~~future~~beginning ~~adoption~~after ofDecember ~~any~~15, ~~such~~2011. ~~pronouncements~~Early ~~may~~application ~~cause~~is apermitted. ~~material~~The ~~impact~~Company onis ~~our~~currently ~~financial~~assessing ~~condition,~~the orimpact ~~the~~this ~~results~~standard ofwill ~~our~~have ~~operations~~on its financial statements.

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

8. ADVANCES PAYABLE

During the fiscal year ended January 31, ~~2012~~2013 the Company received an advance of $1531,~~848~~743 which amount was used to settle certain outstanding accounts payable and as deposits to certain vendors for services to be provided subsequent to the current period. The advance bears no interest and is due on demand.

9. RELATED PARTY TRANSACTIONS

During the fiscal year ended January 31, 2013 Mr. Robert Baker, the Company’s sole officer and director and controlling shareholder advanced a total of $11,683 to retire certain corporate expenses in the normal course. The amounts are on demand and bear no interest and are recorded as Accounts Payable, Related party.

10. INCOME TAXES

The provision for income taxes at January 31, 2013 was comprised of federal alternative minimum tax. Significant components of deferred tax assets include net operating loss carry forwards and stock-based compensation. Due to the uncertainty of their realization, we have not recorded any income tax benefit as we have established valuation allowances for any such benefits.

11. SUBSEQUENT EVENTS

We have evaluated subsequent events through May 9, 2013. Other than those set out above, there have been no subsequent events for which disclosure is required which are not previously disclosed herein.

F-10

GLOBAL RESOURCE ENERGY INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2012

9. SUBSEQUENT EVENTS

On April 26, 2012, the Company issued a total of 29,999,997 shares in settlement of certain debt on the books of the Company.

We have evaluated subsequent events through May 14, 2012. Other than those set out above, there have been no subsequent events after January 31, 2012 for which disclosure is required.

F-11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are not currently and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of January 31, 2011, because of the material weakness in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management assessed the effectiveness of our internal control over financial reporting as of January 31, ~~2012~~2013. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of January 31, ~~2012~~2013, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of January 31, ~~2012~~2013:

Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;

Inadequate staffing and supervision within our bookkeeping operations. We have one consultant involved in bookkeeping functions, who provides three staff members. The relatively small number of people who are responsible for bookkeeping functions and the fact that they are from the same firm of consultants prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews. This may result in a failure to detect errors in spreadsheets, calculations or assumptions used to compile the financial statements and related disclosures as filed with the SEC;

Outsourcing of our accounting operations. Because there are no employees in our administration, we have outsourced all of our accounting functions to an independent firm. The employees of this firm are managed by supervisors within the firm and are not answerable to our management. This is a material weakness because it could result in a disjunction between the accounting policies adopted by our Board of Directors and the accounting practices applied by the independent firm;

Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;

Ineffective controls over period end financial disclosure and reporting processes.

Management's Remediation Initiatives

As of January 31, ~~2012~~2013, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff. We will implement further controls as circumstances, cash flow, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Annual Report on Form 10-K for the period ended January 31, ~~2012~~2013, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size. Management also believes that these weaknesses did not have an effect on our financial results.

We are committed to improving our financial organization. As part of this commitment, we will, as soon as funds are available to the Company (1) appoint outside directors to our board of directors sufficient to form an audit committee and who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; (2) create a position to segregate duties consistent with control objectives and to increase our personnel resources. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary, and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

There is no further information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by the Form 10-K, but that was not reported, whether or not otherwise required by this Form 10-K.

1517

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors, Executive Officers and Certain Significant Employees

The following table sets forth the names and ages of all directors, executive officers and certain significant employees of the Company as of the filing date of this report, further indicating all positions and offices with the Company held by each such person, their term of office, and any arrangement or understanding between their selves and any other person(s) pursuant to which they were or are to be selected as a director or officer:

Name	Age	Position	Term of Office
Robert Baker	42	President, CEO, Secretary, Treasurer and Director	July 21, 2011-present
Roland Hutzler	42	President, CEO, Secretary, Treasurer and Director	March 01, 2013-present

Except as otherwise indicated below, no organization by which any officer or director previously has been employed is an affiliate, parent, or subsidiary of the Company. Furthermore, except as otherwise indicated below, no director or person nominated or chosen to become a director holds any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940, 15 U.S.C. 80a–1, et seq., as amended.

~~Robert~~Roland ~~Baker~~Hutzler– President and Chief Executive Officer, Secretary-Treasurer, Member of the Board of Directors

~~Robert~~Mr. ~~Baker~~Roland ~~was~~Hutzler ~~appointed~~for as the ~~sole~~past ~~member~~ten ofyears ~~the~~has ~~Board~~been ofa ~~Directors~~self-employed ~~and~~businessman aswho ~~the~~has ~~President/Chief~~undertaken ~~Executive~~consulting ~~Officer,~~work ~~Secretary~~for ~~and~~various ~~Treasurer~~companies ofby ~~the~~way ~~Company~~of ~~effective~~providing ~~July~~investor ~~21,~~relations ~~2011. Mr.~~and ~~Baker~~assistance ~~has~~in ~~been~~contract anegotiations', ~~businessman~~as ~~for~~well ~~the~~as ~~past~~taking ~~twenty~~private ~~years.~~companies Mrpublic. ~~Baker~~For ~~has owned and operated Baker Plumbing & Heating Ltd. for~~ the ~~past~~last ~~fifteen~~3 years in ~~Calgary,~~addition ~~Alberta,~~to ~~Canada.~~his Heprivate isconsulting ~~responsible~~business ~~for~~he ~~all~~has ~~day~~worked toin ~~day business operations and~~ the ~~employment~~Telecommunications ~~of fifteen people~~industry.

Mr. ~~Baker~~Hutzler isintends ~~also~~to devote a ~~member~~substantial amount of his time to the ~~Board~~Company ofand ~~Directors~~intends ofto ~~Aquasil~~seek ~~International~~out ~~Inc.,~~acquisitions ~~which~~for isthe aCompany ~~reporting~~in ~~issuer~~various ~~whose~~sectors, ~~shares~~including ~~are~~but ~~quoted~~not onlimited to the ~~OTCQB~~alternative energy sector.

Involvement in Certain Legal Proceedings, Family Relationships

None of our executive officers, directors, significant employees, promoters or control persons have been involved in any bankruptcy proceedings within the last five years, been convicted in or has pending any criminal proceeding, been subject to any order, judgment or decree enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity or been found to have violated any federal, state or provincial securities or commodities laws.

There are no family relationships between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers, and stockholders holding more than 10% of our outstanding common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and greater-than-10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

1618

Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year ending January 31, ~~2012,~~2013there ~~the~~were no late filings ~~are~~for asthe ~~follows:~~fiscal year ended January 31, 2013.

Name	Reporting Person	Form 3/# of transactions	Form 4/# of transactions	Form 5/# of transactions
Robert Baker	CEO, President, Secretary, Treasurer and Director	Late/1	Late/1	N/A

Code of Ethics

As of the date of this report, the Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company intends to review and finalize the adoption of a code of ethics at such time as it commences business operations and/or increases its management beyond our current single employee. Upon adoption, the Company will file a copy of its code of ethics with the Securities and Exchange Commission as an exhibit to its annual report for the period during which the code of ethics is adopted.

Corporate Governance

Nominating Committee

There have been no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors.

Audit Committee

The Board of Directors presently does not have an audit committee; therefore the Board of Directors performs the same functions as an audit committee.

ITEM 11. EXECUTIVE COMPENSATION

The Company does not currently have a compensation committee.

Summary Compensation Table

Name and Principal Position	Fiscal year ended January 31,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Robert Baker President & CEO, Secretary-Treasurer	2013	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Robert Baker President & CEO, Secretary-Treasurer	2012	$40,000	-0-	-0-	-0-	-0-	-0-	-0-	40,000(1)
Douglas Roe President & CEO, Secretary-Treasurer (resigned July 21, 2011)	2012	-0-	-0-	90,000	-0-	-0-	-0-	-0-	90,000(2)
Harry Lappa President & CEO, Secretary-Treasurer (resigned April 25, 2011)	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Harry Lappa President & CEO, Secretary-Treasurer	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

(1) On August 1, 2011 the Company approved an annual salary to Mr. Baker of $40,000 which amount was paid by the issuance of a total of 40,000,000 shares of the Company’s common stock. 20,000,000 shares were issued on August 18 and 19, 2011 respectively to Mr. Baker in full satisfaction of his annual salary.

(2) On April 25, 2011, Mr. Roe was issued 90,000,000 shares of the Company as a signing bonus.

1719

Outstanding Equity Awards at Fiscal Year End

The Company has no outstanding stock option or any other form of equity plan.

Compensation of Directors

The Company did not have any compensation plans during the fiscal ~~2012~~year ended January 31, 2013 and did not pay any compensation to its directors during the fiscal ~~2012~~year ended January 31, 2013 for their roles as directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of the end of the Company’s most recently completed fiscal year with respect to compensation plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance, aggregated as follows:

Plan category	Number of shares of common stock to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	-0-	-0-	-0-
Equity compensation plans not approved by security holders	-0-	-0-	-0-
Total	-0-	-0-	-0-

The Company does not currently have any equity compensation plans.

Security Ownership of Certain Beneficial Owners

The following table sets forth information, as of May 89, ~~2012~~2013, with respect to the beneficial ownership of the Company’s common stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (%) (1)
Common	Robert Baker	40,000,000 common shares held directly	5653.209%

(1) Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of May 8, ~~2012~~2013 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 7174,170,997 shares of common stock outstanding as of May 89, ~~2012~~2013.

1820

Security Ownership of Management

The following table sets forth information, as of ~~December~~May 229, ~~2011~~2013, with respect to the beneficial ownership of the Company’s common stock by each of the Company's officers and directors, and by the officers and directors of the Company as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.

TITLE OF CLASS	NAME OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNER	PERCENT OF CLASS (1)
Common	Robert Baker ~~Director, CEO, President, Secretary and Treasurer~~	40,000,000 common shares held directly	5653.209%
Common	All Officers and Directors as a group		5653.209%

(1) Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of May 89, ~~2012~~2013 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 7174,170,997 shares of common stock outstanding as of May 89, ~~2012~~2013.

Changes in Control

~~Since~~On ~~the~~March ~~fiscal~~1, ~~year~~2013 ~~ended~~the ~~January~~Board ~~31,~~of ~~2011,~~Directors ~~there~~accepted ~~have~~the ~~been~~resignation ~~two~~of ~~changes~~Robert inAlan ~~control~~Baker inas the ~~Company. On~~President/Chief ~~April~~Executive 25Officer, ~~2011~~Secretary, ~~Mr.~~Treasurer ~~Harry~~and ~~Lappa,~~ the ~~then~~sole ~~current~~member ~~sole~~of ~~director~~the ~~and~~Board ~~officer~~of Directors of the Company. ~~resigned~~Simultaneously, ~~and~~ Mr. ~~Douglas~~Roland ~~Roe~~Hutzler was appointed the sole ~~director~~member ~~and~~of ~~officer. Mr.~~the ~~Roe~~Board ~~was~~of ~~further~~Directors ~~issued~~and 90as the President/Chief Executive Officer,~~000,000~~ ~~shares~~Secretary and Treasurer of the Company, ashowever, aMr. ~~signing~~Baker ~~bonus~~remains ~~thus~~the ~~effecting~~controlling ashareholder ~~change~~of inthe ~~control~~Company as of the ~~Company~~date of this filing.

On July 21, 2011, the Company accepted the resignation of Douglas Roe as the President/Chief Executive Officer, Secretary, Treasurer and the sole member of the Board of Directors of the Company. Simultaneously, Robert Baker was appointed as the sole member of the Board of Directors and as the President/Chief Executive Officer, Secretary and Treasurer of the Company. On August 1, 2011 the Company approved an annual salary to Mr. Baker of $40,000 which amount was paid by the issuance of a total of 40,000,000 shares of the Company’s common stock. 20,000,000 shares were issued on August 18 and 19, 2011 respectively to Mr. Baker in full satisfaction of his annual salary. This transaction effected a further change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons, Promoters and Certain Control Persons

Transactions with Related Persons

~~Mr.~~During ~~Smirnov~~the ~~has~~fiscal ~~advanced~~year ~~funds~~ended toJanuary ~~the~~31, ~~Company~~2013 toMr. ~~pay~~Robert ~~any~~Baker, ~~costs~~formerly ~~incurred~~the byCompany’s itsole ~~totaling~~officer ~~$704.~~and ~~These~~director, ~~funds~~and ~~are~~the ~~interest~~Company’s ~~free.~~controlling ~~The~~shareholder, ~~Company~~advanced ~~repaid~~a ~~these~~total ~~funds~~of $11,683 to ~~Mr.~~retire ~~Smimov~~certain ~~during~~corporate expenses in the ~~most~~normal ~~recently~~course. The ~~completed~~amounts ~~fiscal~~are ~~year~~on ~~leaving~~demand noand ~~balance~~bear ~~due~~no tointerest ~~Mr.~~and ~~Smirnov~~are atrecorded ~~January~~as 31Accounts Payable, ~~2011~~Related party.

On April 25, 2011, the Company received a resignation notice from Harry Lappa as President and Chief Executive Officer of the Company. On the same day, the Company appointed Douglas Roe as its new President and Chief Executive Officer. Concurrent with the appointment of Mr. Roe, he received a $90,000 signing bonus for acting as President and Chief Executive Officer. The signing bonus was paid to Mr. Roe by the issuance of 90 million shares of the Company. This issuance resulted in a change of control of the Company. Mr. Roe with this issuance gained voting control over 52.6% of the Company’s issued and outstanding common stock and this action effected a change in control of the Company.

On August 1, 2011 the Company approved an annual salary to Mr. Baker of $40,000 which amount was paid by the issuance of a total of 40,000,000 shares of the Company’s common stock. 20,000,000 shares were issued on August 18 and 19, 2011 respectively to Mr. Baker in full satisfaction of his annual salary. This transaction effected a further change in control of the Company.

Promoters and Certain Control Persons

None.

Parents

There are no parents of our Company.

Director Independence

As of the date of this Annual Report, we have no independent directors.

20The Company has developed the following categorical standards for determining the materiality of relationships that the Directors may have with the Company. A Director shall not be deemed to have a material relationship with the Company that impairs the Director's independence as a result of any of the following relationships:

the Director is an officer or other person holding a salaried position of an entity (other than a principal, equity partner or member of such entity) that provides professional services to the Company and the amount of all payments from the Company to such entity during the most recently completed fiscal year was less than two percent of such entity’s consolidated gross revenues;

2.	the Director is the beneficial owner of less than five (5%) per cent of the outstanding equity interests of an entity that does business with the Company;

the Director is an executive officer of a civic, charitable or cultural institution that received less than the greater of one million ($1,000,000) dollars or two (2%) per cent of its consolidated gross revenues, as such term is construed by the New York Stock Exchange for purposes of Section 303A.02(b)(v) of the Corporate Governance Standards, from the Company or any of its subsidiaries for each of the last three (3) fiscal years;

the Director is an officer of an entity that is indebted to the Company, or to which the Company is indebted, and the total amount of either the Company's or the business entity's indebtedness is less than three (3%) per cent of the total consolidated assets of such entity as of the end of the previous fiscal year; and

5.	the Director obtained products or services from the Company on terms generally available to customers of the Company for such products or services. The Board retains the sole right to interpret and apply the foregoing standards in determining the materiality of any relationship.

The Board shall undertake an annual review of the independence of all non-management Directors. To enable the Board to evaluate each non-management Director, in advance of the meeting at which the review occurs, each non-management Director shall provide the Board with full information regarding the Director’s business and other relationships with the Company, its affiliates and senior management.

Directors must inform the Board whenever there are any material changes in their circumstances or relationships that could affect their independence, including all business relationships between a Director and the Company, its affiliates, or members of senior management, whether or not such business relationships would be deemed not to be material under any of the categorical standards set forth above. Following the receipt of such information, the Board shall re-evaluate the Director's independence.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the fees billed to the Company for professional services rendered by the Company's independent registered public accounting firm, for the years ended January 31, ~~2012~~2013 and January 31, ~~2011~~2012:

Services	~~2012~~2013 $	~~2011~~2012 $
Audit fees	10,300	11,700
Audit related fees	-	-
Tax fees	-	-
All other fees	-	-
Total fees	10,300	11,700

Audit fees consist of fees for the audit of the Company's annual financial statements or the financial statements of the Company’s subsidiaries or services that are normally provided in connection with the statutory and regulatory filings of the annual financial statements.

Audit-related services include the review of the Company's financial statements and quarterly reports that are not reported as Audit fees.

Tax fees include tax planning and various taxation matters.

All other fees consist of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements & Schedules

The information required by this item is incorporated herein by reference to the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.

All financial statement schedules are omitted because the required information is included in the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.

Exhibits

Number	Description
3.1	Articles of Incorporation	Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
3.2	Bylaws	Incorporated by reference to the Exhibits attached to the Corporation’s Form S-1 filed with the SEC on February 7, 2009
3.3	Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on November 16, 2010	Incorporated by reference to the Exhibits attached to the Corporation’s Form 8-K filed with the SEC on December 10, 2010
3.4	Certificate of Amendment to the Articles of Incorporation as filed with the State of Nevada on April 26, 2011	Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
10.1	Assignment agreement between the Company and Patedma executed on January 26, 2012.	Incorporated by reference to the Exhibits attached to the Corporation’s Form 10-Q/A filed with the SEC on February 27, 2012
31.1	Section 302 Certification - Principal Executive Officer	Filed herewith
10.2	Extension to Distribution Agreement between Patedma and the Company dated November 8, 2012	Filed herewith
31.2	Section 302 Certification - Principal Financial Officer	Filed herewith
10.3	Certified Emission Reductions (“CER”) Pre-sale and Purchase Agreement (“CERSPA”) dated November 12, 2012 between the Company and Bluforest Inc.	Filed herewith
31.1	Section 302 Certification - Principal Executive Officer and Principal Financial Officer	Filed herewith
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase	Filed herewith
101.INS	XBRL Instance Document	Filed herewith
101SCH	XBRL Taxonomy Extension Schema Document	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Filed herewith
101.PRE	XBRL Taxomony Extension Presentation Linkbase	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema	Filed herewith
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GLOBAL RESOURCE ENERGY INC.
Date:	May 1615, ~~2012~~2013	By:	/s/ ~~Robert~~Roland ~~Baker~~Hutzler
		Name:	~~Robert~~Roland ~~Baker~~Hutzler
		Title:	President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer

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, who constitute the entire board of directors:

Date:	May 1615, ~~2012~~2013	By:	/s/ ~~Robert~~Roland ~~Baker~~Hutzler
		Name:	~~Robert~~Roland ~~Baker~~Hutzler
		Title:	President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer

2325

Filing Compare · Global Resource Energy Inc.