10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 30, 2011
[  ]  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.)
3651 Lindell Rd., Suite D-172, Las Vegas, NV	89103
(Address of principal executive offices)	(Zip Code)
(702) 943-0325
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

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 [  ]  No [ X ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 [  ]  No [  ]

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 [  ]  No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant 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 [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS

40,171,000 common shares outstanding as of February 8, 2012

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

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EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the quarterly report on Form 10-Q of Global Energy Resource Inc. for the three month period ended April 30, 2011, filed with the Securities and Exchange Commission on February 10, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 3.4 and Exhibit 10.1 to the Form 10-Q which Exhibits had been noted in Item 6 as “filed herewith” but were not appended to the original filing document.

This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the 10-Q, does not reflect events that may have occurred subsequent to the original filing, and does not modify or update in any way disclosures made in the original Form 10-Q.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 includes updated certifications from the Registrant’s principal executive officer and principal financial officer.

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ITEM 6.  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	Filed herewith
10.1	Assignment agreement between the Company and Patedma executed on January 26, 2012.	Filed herewith
31.1	Section 302 Certification - Principal Executive Officer	Filed herewith
31.2	Section 302 Certification - 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

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:	February 27, 2012	By:	/s/ Robert Baker
		Name:	Robert Baker
		Title:	President, Chief Executive Officer (Principal Executive Officer, Principal Financial & Accounting Officer)

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EX-3.4

EX-10.1

GLOBAL RESOURCE ENERGY, INC.

848 N. Rainbow Blvd., #2167,

Las Vegas, NV   89107

January 26, 2012

Mr. James Brooks

Patedma Group Corp.,

DBA Kardings America

952 North Western Ave.,

Los Angeles, CA 90029

Re:           Dongguan City Cled Optoelectronic Co., Ltd.

Assignment of Distributor Agreement

Dear Mr. Brooks:

THIS ASSIGNMENT OF DISTRIBUTOR AGREEMENT (the “Assignment”) entered into this 26th day of January, 2012, by and between Patedma Group Corp.,DBA Kardings America whose address is 952 North Western Ave., Los Angeles, CA (the “Assignor”) and Global Resource Energy, Inc. whose address is 848 N. Rainbow Blvd., #2167, Las Vegas, NV 89107 (the “Assignee”);

IN CONSIDERATION of 1,000,000 restricted shares of the Common Stock of Assignee to be issued and delivered up the execution of this Agreement, the Assignor does hereby sell, assign, transfer and convey to the Assignee, its successors and assigns, all of the Assignor’s right, title and interest in and to the Distibutor Agreement appended hereto as Schedule A  (the “Agreement”):

2.           The Assignor further hereby covenants that it will, at any time, upon the request of the Assignee, execute and deliver to the Assignee any new or confirmatory instruments and to perform any other acts which the Assignee may reasonably request in order to fully assign and transfer to and vest in the Assignee, all of the Assignor’s right, title and interest in and to the Agreement.

3.           This Assignment shall include all of the Assignor’s rights to all income, royalties, and payments now or hereafter due and payable pursuant to the Agreement and the operations undertaken by the Assignee under the Agreement, as fully and entirely as the same would have been held and enjoyed by the Assignor if this sale and assignment had not been made.

4.           The Assignor acknowledges and agrees to obtain the consent of Dongguan City Cled Optoelectronic Co., Ltd. pursuant to the Distributor Agreement.

5.           The Assignee agrees to abide by all of the terms and conditions of the Agreement and shall not breech any of the terms of the Agreement.

INTENTIONALLY LEFT BLANK

1

DATED this 26TH day of January, 2012

GLOBAL RESOURCE ENERGY, INC.

(Assignee)

Per:

Name:

Title:

I have authority to bind the Company.

Patedma Group Corp.,

DBA Kardings America

(Assignor)

Per:

Name:

Title:

I have authority to bind the Company.

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3

4

5

6

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EX-31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Robert Baker, certify that:

(1) I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of Global Resource Energy Inc.;

(2) Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2012	By:	/s/ Robert Baker
		Name: Robert Baker
		Title: Principal Executive Officer

EX-31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Robert Baker, certify that:

(1) I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of Global Resource Energy Inc.;

(2) Based on my knowledge, this  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2012	By:	/s/ Robert Baker
		Name: Robert Baker
		Title: Principal Financial Officer

EX-32.1

EXHIBIT 32

GLOBAL RESOURCE ENERGY INC.

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 to the Quarterly Report of Global Resource Energy Inc. (the “Company”) on Form 10-Q for the three month period ending April 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Baker, as Principal Executive, Financial and Accounting Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  February 27, 2012	By:	/s/ Robert Baker
	Name:	Robert Baker
	Title:	Principal Executive, Financial and Accounting Officer

A signed original of this written statement required by Section 1350 of Title 18 of the United States Code has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 1350 of Title 18 of the United States Code and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.)