GLOBAL EARTH ENERGY, INC. - FORM 10-Q

Attached files

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EX-32.1 - CERTIFICATION - GLOBAL EARTH ENERGY, INC.	ex321.htm
EX-31.1 - CERTIFICATION - GLOBAL EARTH ENERGY, INC.	ex311.htm
EX-31.2 - CERTIFICATION - GLOBAL EARTH ENERGY, INC.	ex312.htm
EX-32.2 - CERTIFICATION - GLOBAL EARTH ENERGY, INC.	ex322.htm

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

FORM 10-Q

Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended February 28, 2010

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File No. 0-31343

_____________________________________

GLOBAL EARTH ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

36-4567500

(I.R.S. Employer Identification Number)

1213 Culbreth Drive, Wilmington, North Carolina

(Address of principal executive offices)

28405

(Zip Code)

(910) 616-0077

(Registrant’s telephone number, including area code)

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 requirement for the past 90 days. Yes[ X] No [ ]

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 [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 (Check One):


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes[ ] No [X ]

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At April 15, 2010 the registrant had outstanding 25,462,334 shares of common stock.

Table of Contents

Item 1. Financial Statements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Item 4. Controls and Procedures.

Item 4(T). Controls and Procedures.

Item 1. Legal Proceedings.

Item 1a. Risk Factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Item 3. Defaults Upon Senior Securities.

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

Item 5. Other Information.

Item 6. Exhibits.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

Buffalo, New York

FINANCIAL REPORTS

FEBRUARY 28, 2010

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

TABLE OF CONTENTS

Consolidated Balance Sheets at February 29, 2010 (Unaudited) and August 31, 2009

F-1

Consolidated Statements of Operations for the Three and Six Months Ended

February 28, 2010 and February 29, 2009 (Unaudited)

F-2

Consolidated Statements of Cash Flows for the Six Months Ended February 28, 2010

and February 29, 2009 (Unaudited)

F-3

Notes to Consolidated Financial Statements

F-4 – F-8

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	February 28,	August 31,
	2010	2009

ASSETS
Current Assets
Cash and Cash Equivalents	$ 290	$ 13,897
Prepaid Expenses	110,875	––

Total Assets	$ 111,165	$ 13,897


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accrued Expenses	$ 282,986	$ 169,680
Accrued Interest	240,257	146,632
Accrued Compensation - Directors	1,931,561	1,613,311
Due to Directors	370,166	369,961

Total Liabilities	2,824,970	2,299,584

Stockholders' Deficit
Common Stock : $.10 Par; 800,000,000 Shares Authorized;
25,672,334 and 6,272,334 Issued and 25,642,334 and 6,242,334, Outstanding, Respectively, with 5,000,000 Shares Held in Escrow	2,564,233	624,233

Common Stock, Class B: $.001 Par; 50,000 Shares
Authorized; -0- Issued and Outstanding	—	––

Preferred Stock, Class A: $.001 Par; 1,000,000 Shares Authorized;
30,000 and 96,000 Issued and Outstanding, respectively	30	96
Preferred Stock, Class B: $.001 Par; 5,000,000 Shares Authorized;
1,000,000 Issued and Outstanding	1,000	1,000
Preferred Stock, Class C: $.001 Par; 15,000,000 Shares
Authorized; 1,000,000 Issued and Outstanding	1,000	1,000
Preferred Stock, Class D: $.001 Par; 13,000,000 Shares
Authorized; -0- Issued and Outstanding	—	––

Additional Paid-In Capital	2,142,523	3,892,458
Accumulated Deficit	(7,419,591)	(6,801,474)
Treasury Stock – 30,000 Shares at Cost	(3,000)	(3,000)

Total Stockholders' Deficit	(2,713,805)	(2,285,687)

Total Liabilities and Stockholders' Deficit	$ 111,165	$ 13,897

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

F-1

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended		Six Months Ended
	February 28, 2010	February 28, 2009	February 28, 2010	February 28, 2009

Revenues, Net	$ 10,000	$ —	$ 20,000	$ —

Cost of Goods Sold	—	—	—	—

Gross Profit	10,000	—	20,000	—

Expenses
Consulting Fees	232,040	183,500	444,565	367,000
General and Administrative	68,629	23,138	99,927	47,595
Interest Expense	48,499	38,405	93,625	72,262

Total Expenses	349,168	245,043	638,117	489,657

Loss from Operations Before
Provision for Taxes	(339,168)	(245,043)	(618,117)	(489,657)

Provision for Taxes	—	—	—	—

Net Loss for the Period	$ (339,168)	$ (245,043)	$ (618,117)	$ (489,657)

Weighted Average Number of
Common Shares Outstanding -
Basic and Diluted	25,642,334	239,834	20,079,903	239,834
Net Loss Per Common Share -
Basic and Diluted	$ (0.01)	$ (1.02)	$ (0.03)	$ (2.04)

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

F-2

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Six Months Ended February 28
	2010	2009

Cash Flows from Operating Activities

Net Loss for the Period	$ (618,117)	$ (489,657)

Non-Cash Adjustments:
Interest on Loans and Accrued Compensation	93,625	72,262
Common Stock Issued in Exchange for Services Rendered	163,000	80,000
Compensation Expense – Stock Options	––	2,800
Legal Expense – Stock Options	27,000	––
Common Stock Issued for Prepaid Consulting	(170,375)	––
Changes in Assets and Liabilities:
Prepaid Expenses	59,500	(8,000)
Accrued Expenses	113,305	(5,301)
Accrued Compensation - Directors	318,250	318,230

Net Cash Flows from Operating Activities	(13,812)	(29,666)

Cash Flows from Investing Activities	––	––

Cash Flows from Financing Activities
Advances from Directors - Net	205	28,920

Net Change in Cash and Cash Equivalents	(13,607)	(746)

Cash and Cash Equivalents - Beginning of Period	13,897	1,009

Cash and Cash Equivalents - End of Period	$ 290	$ 263

Supplemental Disclosures
Interest Paid	$ —	$ —

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

F-3

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – Basis of Presentation

The condensed consolidated financial statements of Global Earth Energy, Inc. (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Company’s registration statement on Form 10-K, and other reports filed with the SEC.

The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.

The Company has changed its primary business objective from advisory services to the Renewable and Recoverable Energy Markets. Consequently, the Company changed their name on February 5, 2008 to Global Earth Energy, Inc.

Principles of Consolidation

The consolidated financial statements include the accounts of Global Earth Energy, Inc., and its wholly owned subsidiary, Knightsbridge Corp. (the “Company”). All significant intercompany balances have been eliminated in consolidation.

Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform with current year presentation. The reclassifications made to the prior year have no impact on the net income (loss) or overall presentation of the consolidated financial statements.

Note B -

Going Concern

The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit of $7,419,591 at February 28, 2010.

The Company’s continued existence is dependent upon its ability to raise capital or acquire a marketable company. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

- continued -

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

F-4

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note C -

Prepaid Expenses

Prepaid expenses consist of four consulting agreements that were signed in November 2009 whose terms are for one year. All of the consulting agreements are being paid with shares of common stock. See Note E.

Note D -

Recently Issued Accounting Standards

In January 2010, the FASB issued Accounting Standards Updated (ASU) No. 2010-06, “Improving Disclosures about Fair Value Measurements,” which amends ASC 820, “Fair Value Measures and Disclosures.” ASU No. 2010-06 amends the ASC to require disclosure of transfers into and out of Level 1 and Level 2 fair value measurements, and also require more detailed disclosure about the activity within Level 3 fair value measurements. The changes to the ASC as a result of this update are effective for annual and interim reporting periods beginning after December 15, 2009 (May 31, 2010 for the Company), except for the requirements related to Level 3 disclosures, which are effective for annual and interim reporting periods beginning after December 15, 2010 (May 31, 2011 for the Company). This guidance requires new disclosures only, and will have no impact on the Company’s consolidated financial statements.

Note E - Share Activity

Stock Options

In December 2004, the Financial Accounting Standards Board (“FASB”) issued ASC 718 (prior authoritative literature, SFAS No. 123R, Share-Based Payment). ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also 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. ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-50 (prior authoritative literature, EITF 96-18, “Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and EITF 00-18, “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees.”) The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, which ever is more readily determinable in accordance with ASC 718.

On October 18, 2008, Ed Gorman (member of the Board of Directors) was granted as compensation for services options to buy 40,000 shares of the Company’s common stock at the last quoted common stock offering price as of that day. A total of 40,000 options were granted at a price of $0.07.

- continued -

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

F-5

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E - Share Activity - continued

Stock Options

On November 8, 2009, the Company’s attorney was granted as compensation for services options to buy 1,000,000 shares of the Company’s common stock at the last quoted common stock offering price as of that day. A total of 1,000,000 options were granted at a price of $0.027.

The following table provides the range of assumptions used by the Company, at the time stock options were issued.

For the six months ended February 28, 2010 and 2009, $27,000 and $2,800 was expensed utilizing the Black-Scholes option pricing model, respectively. The following weighted-average assumptions were used for the grants issued:


	2010	2009

Dividend Yield	0.00%	0.00%

Expected Volatility	305.88%	235.24%

Discount Rate	2.31%	3.91%

Option Life	5 Years	10 Years


February 28,	Shares Under Option	Weighted Average Exercise Price	Exercisable

2009
Options Granted	40,000	$0.07	40,000
Options Exercised	––	––	––
Options Forfeited	––	––	––

2010
Options Granted	1,000,000	$0.027	1,000,000
Options Exercised	––	––	––
Options Forfeited	––	––	––

- continued -

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

F-6

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E - Share Activity – continued

Common Stock

On September 25, 2008 a stockholder that is closely related to Betty-Ann and Sydney Harland (Chairman, and President, CEO and Director, respectively) received 400,000 shares of regulation 144 common stock. This stock was to reimburse the stockholder for 400,000 shares that he gave to the company on August 27, 2008 to pay the Company’s Consultant.

On October 5, 2009 Betty-Ann Harland converted 66,000 Preferred Class A shares to 13,200,000 common shares.

On October 16, 2009, 5,000,000 shares of common stock of the Company were put into escrow in anticipation for a Regulation S equity offering on the Berlin Stock Exchange.

On November 3, 2009 the Company entered into an agreement with Brett Gold (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in evaluating various business strategies, recommending changes where appropriate and also critically evaluating the Company’s performance in view of its corporate planning and business objectives. The term of the contract is for one year, expiring on October 31, 2010. However, if the Company does not cancel the contract during the term, the contract will automatically extend for three months. In consideration for his services, the Contractor received 1,000,000 common shares on November 30, 2009.

On November 3, 2009 the Company entered into an agreement with Geoffrey Eiten (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in evaluating various business strategies, recommending changes where appropriate and also critically evaluating the Company’s performance in view of its corporate planning and business objectives. The term of the contract is for one year, expiring on October 31, 2010. However, if the Company does not cancel the contract during the term, the contract will automatically extend for three months. In consideration for his services, the Contractor received 1,000,000 common shares on November 30, 2009.

On November 6, 2009 the Company entered into an agreement with Warwick Tranter (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in potential purchase of recovery oil and gas wells in Alberta, Canada. The term of the contract is for one year, expiring on November 6, 2010. In consideration for his services, the Contractor will receive 1,000,000 common shares

On November 8, 2009 the Company entered into an agreement with Weed & Co. LLP (Contractor). Pursuant to the agreement the Contractor agrees to act as legal counsel and provide legal services as related to SEC compliance. The term of the contract is for one year, expiring on November 30, 2010. In consideration for their services, the Contractor received 1,200,000 common shares on November 30, 2009. The Contractor also was granted options to purchase 1,000,000 shares of common stock at $0.027 per share of which $27,000 was expensed at February 28, 2010. Further, every six months following the date of the contract the Contractor will be granted options to purchase an additional 500,000 shares.

- continued -

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

F-7

GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E - Share Activity – continued

Common Stock

On November 12, 2009 the Company entered into an agreement with a stockholder that is closely related to Betty-Ann and Sydney Harland, Michael Harland (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in identifying and researching potential acquisitions for the Company’s subsidiary Knightsbridge Corp. The term of the contract is for one year, expiring on November 12, 2010. In consideration for his services, the Contractor received 1,000,000 common shares on November 30, 2009.

On November 25, 2009 the Company entered into an agreement with Larry Ricci (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in identifying and researching potential acquisitions for the Company. The term of the contract is for one year, expiring on November 25, 2010. In consideration for his services, the Contractor received 2,000,000 common shares on November 30, 2009.

Note F - Legal Proceeding

On October 17, 2008 a default judgment was entered against the Company. The judgment was entered in the District Court of Harris County, Texas for the Plaintiff Norman T. Reynolds against Global Wataire, Inc. for the sum of $77,816 in principal. The Company also had a receivable from the Plaintiff in the amount of $61,750 which has been netted against the Plaintiff’s claim of payable. Accrued expenses to the Plaintiff at November 30, 2009 amount to $7,316 The Company believes this judgment was not properly obtained and, therefore, intends to vigorously defend itself against it.

Note G - Subsequent Events

On March 19, 2010, the Company entered into a Letter of Intent with 688239 B.C. Ltd., (B.C.) a British Columbia corporation pursuant to a reverse triangular merger. The Company is proposing to acquire all of the outstanding shares of B.C. by means of a merger between B.C. and a wholly owned subsidiary to be formed by the Company. The Subsidiary shall be the surviving corporation, and will continue to be a wholly owned subsidiary of the Company. Expected closing date is March 26, 2010 upon satisfactory completion of investigation of and by the companies involved and approval by the respective boards of directors and stockholders.

On March 26, 2010 B.C. accepted the Company’s offering of common stock pursuant to the merger. B.C.’s sole stockholder shall receive 65,000,000 shares of the Company in exchange for all 5,000 of his shares of B.C. stock.

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

F-8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This quarterly report contains forward-looking statements including statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expects,” “anticipates,” “intends,” “believes” or similar language. These forward-looking statements involve risks, uncertainties and other factors. All forward-looking statements included in this quarterly report are based on information available to us on the date hereof and speak only as of the date hereof. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. The factors discussed elsewhere in this quarterly report are among those factors that in some cases have affected our results and could cause the actual results to differ materially from those projected in the forward-looking statements.

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this quarterly report.

Description of Business

Global Earth Energy’s (“Global”) mandate is to build and operate green alternative energy technologies to aid the world’s energy crisis and help relieve the green house effect. To achieve this objective Global intends to operate a one million gallon per year biodiesel pilot plant. In addition to the production of biodiesel, Global is vigorously pursuing a strategy of expanding into the parallel solar and wind turbine energy markets. Global is confident that this strategy will achieve market diversification, expand its customer base and increase product margins. Our plan is to develop sustainable alternative energy sources that are situated close to the energy end users and tailored to their needs.

Biodiesel is an alternative fuel (i.e., not derived from petroleum) that has important environmental and economic advantages over petroleum-based diesel (“petro diesel”). It is derived from renewable agricultural-based resources, including vegetable oils, recycled grease and animal fats, and has significant environmental benefits. According to the Methanol Institute and International Fuel Quality Center, biodiesel is non-toxic and biodegradable with no emissions of sulfur and significantly lower emissions of particulate matter, carbon monoxide, and hydrocarbons than petro diesel when burned. According to U.S. Department of Energy studies, the use of 100% biodiesel (B100) results in a 78.5% reduction in carbon dioxide emissions when compared to petro diesel. Biodiesel is a registered fuel with the Environmental Protection Agency (“EPA”) and is recognized by the Department of Transportation. The demand for biodiesel has soared as consumers and public policy makers recognize its positive impact on air quality, as well as its economic and national security benefits.

The National Biodiesel Board released an economic study on November 14, 2006 that shows how biodiesel plants are good for the U.S. economy as they sprout up across the nation. According to the economic analysis by John M. Urbanchuk of LECG and funded through the United Soybean Board, the aggregate economic benefits of biodiesel include:

America’s biodiesel industry will add $24 billion to the U.S. economy between 2005 and 2015, assuming biodiesel growth reaches 650 million gallons of annual production by 2015.

Biodiesel production will create a projected 39,102 new jobs in all sectors of the economy.

Additional tax revenues from biodiesel production will more than pay for the federal tax incentives provided to the industry. It will keep $13.6 billion in America that would otherwise be spent on foreign oil. This total impact of biodiesel on the economy includes the temporary impacts of construction, the permanent impacts of annual production and the direct value of biodiesel and co-products (glycerin).

The study finds that if 498 of the 650 million gallons of estimated biodiesel demand in 2015 is produced from soybean oil, farmer-level soybean prices will increase nearly 10 percent. Using the U.S. Department of Agriculture’s 2006 Long-Term Baseline forecast for soybean prices as a starting point, soybean farmers can expect increased biodiesel demand to increase average soybean prices $0.58 per bushel by 2015.

Biodiesel can be blended with conventional petro diesel or it can be used as a pure biofuel (B100) in diesel engines, without modification. In fact, the diesel engine was originally developed in 1892 by Rudolph Diesel specifically to be run on vegetable oils (his prototypes used peanut oil), and to be more efficient than gasoline engines. Diesel is more efficient than gasoline by approximately 40% (the average diesel automobile achieves 30-40 miles per gallon, or 13-17 kilometers per liter). In the United States, the most common blends are between 2% to 20% biodiesel (B2 to B20), though in other parts of the world (particularly Europe) higher-level blends, including B100, are frequently used.

As biodiesel is a substitute or additive fuel to petro diesel, its market is closely tied to that of diesel. Nationwide, diesel consumption was estimated by the Energy Information Administration (EIA) at 67 billion gallons in 2006. According to the United States Department of Agriculture, biodiesel constituted 75 million gallons (or approximately 0.2%) of this amount in 2005. Usage has increased significantly over the past several years, and biodiesel industry experts expect demand and production to continue to grow rapidly in the United States. The National Biodiesel Board (NBB) has estimated that 250 million gallons of biodiesel were produced in 2006. These expectations are reinforced by the success of the industry in Europe where biodiesel has been used since the early 1990s and has already entered mainstream usage. According to the Commission of the European Communities, the EU consumed approximately 874 million gallons of biodiesel in 2005 (a 1.6% share of the EU diesel market), 1.6 billion gallons in 2006 (2.6% of the market), and according to the USDA is projected to consume 2.0 billion gallons (3.0% of the market) in 2007.

Biodiesel’s potential to reduce US dependence on foreign sources of petroleum and promote agricultural development has prompted the introduction of favorable legislation to encourage its use and production, and to spur investment in the industry. The US government, and many state and local governments, have enacted renewable fuel standards that require the use of biodiesel and other alternative fuels. For example, Washington and Minnesota currently mandate 2% biodiesel blends in all diesel sold in the states. Oregon’s renewable fuel standard requires all diesel fuel sold in the state must be blended with 2% biodiesel. This requirement will go into effect within three months after retailers are notified by the ODA that biodiesel production from sources in the Pacific Northwest (consisting of Oregon, Washington, Idaho, and Montana) has reached a level of at least five million gallons on an annualized basis for at least three months. The biodiesel blending requirement increases to 5% when the annual production level reaches at least 15 million gallons on an annualized basis for at least three months. For the purpose of this mandate, biodiesel is defined as a motor vehicle fuel derive d from vegetable oil, animal fat, or other non-petroleum resources, that is designated as B100 and complies with American Society for Testing and Materials (ASTM) specification D 6751. Approximately 31 states provide either user or producer incentives for biodiesel (typically in the form of tax incentives) and, according to the Methanol Institute and the International Fuel Quality Center, the number of states considering further affirmative legislation for biodiesel is increasing.

In addition, the federal government is introducing regulatory provisions to increase the usage of biodiesel. In 2005, the government passed the US Renewable Fuel Standard, mandating that governmental groups (federal, state, and local governments and agencies) use 7.5 billion gallons of biofuels by 2012. The EPA Act amended and expanded the scope of the Energy Conservation Reauthorization Act of 1998 to include biodiesel as a way to meet the alternative fuel use requirements.

If a B2 mandate were adopted nationwide, it is estimated that the demand for biodiesel would be approximately 1.4 billion gallons per year; a B5 mandate would increase demand to over 3 billion gallons. The National Biodiesel Board, or NBB, has estimated that 250 million gallons of biodiesel were produced in 2006. Indeed, the EU is targeting an increase in their usage to 7.5% by 2010. If biodiesel occupied the same 3.0% share as it is now in the EU, market demand for biodiesel in the US would be approximately 2.0 billion gallons. Meanwhile, ethanol consumption as a percentage of the US gasoline market was 3.5% in 2006, and with growth of 25% a year, it is expected to be approximately 4.4% in 2007, according to The Economist, April 7, 2007. If biodiesel reached the same level of 4.4% of the diesel market, market de m and for biodiesel in the US would be approximately 3.0 billion gallons.

Global intends to capitalize on its connections and knowledge of sustainable alternative energy sources to offer advisory and transactional services to assist companies develop and implement sustainable alternative energy strategies. Our participation is relationship driven and seeks exclusive engagements that will enable both the client and the Company to achieve outstanding results. We bring together the expertise of an experienced team of professionals dedicated to developing the right strategies for our clients to get the funding they need to succeed. Our team of professionals and associates are committed to being strategic partners of our clients both now and in the future.

Global will assist our client companies identify and prioritize those business strategies most critical to sustained success. Our goal is to support the needs of emerging high potential growth companies become successful, working together as a team. We will focus only on what we feel are viable sustainable alternative energy companies that have a high potential to succeed well into the future and benefit by having an equity interest in that success. Towards this goal, we provide our clients with access to centralized services, including assistance in the areas of strategy, planning, finance, systems, accounting, and human resources. This means we will selectively target only quality ventures that we feel, with our assistance, can obtain the capital they need to succeed.

Global will seek out, investigate, and, if warranted, acquire an interest in business opportunities presented to us by companies that seek strategic assistance and the advantages of a corporation that is a registered publicly traded company with access to the public capital markets.

As part of our investigation of potential business opportunities our management will meet, interview and scrutinize the management and key personnel, visit and inspect facilities; verify and analyze information obtained, seek the advice of industry experts and use our financial resources and management expertise to perform rigorous due diligence to critically evaluate the strengths and weaknesses of the candidate business with the goal of eliminating candidates that do not have the likelihood of success we seek. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs of the parties, and what it will take to make the venture a success.

However, Global may participate in a business venture of virtually any kind or nature. We will seek business opportunities with entities which are in the development stage, have recently commenced operations or with established companies that wish to take advantage of the capital markets to raise additional funding to expand into new products or markets or for other corporate development purposes. We may establish subsidiaries to acquire businesses or acquire existing companies as subsidiaries. In short, we plan to identify emerging companies with exceptional promise and, with our help, incubate them into in successful stand-alone enterprises.

We were formerly known as International Development Corp., a Nevada corporation. Moreover, International Development Corp. was formerly known as Ozolutions, Inc., a Delaware corporation. We changed our name from Ozolutions, Inc. to International Development Corp. and our state of domicile on December 9, 2004. See “Description of Business - Change of Domicile.” On April 14, 2006, we changed our name to Global Wataire, Inc.

Our previous business, conducted through our wholly owned subsidiary, Freshwater Technologies, Inc., now known as Knightsbridge Corp., had been that of international marketing and distribution of water purification systems using ultraviolet, ozone and water activator technology. The markets we primarily targeted were located in the United States, Canada, Mexico, Costa Rica, Peru, and Panama.

Previous Business

Ozone Technology. On June 21, 2000, we purchased the exclusive marketing rights to distribute the products of Hankin Ozone Systems, Ltd. in Canada, the Caribbean, and Mexico from 1421209 Ontario Limited. The purchase price was $1,017,217 and the issuance of 8,000,000 shares of our common stock. We had an agreement to repurchase 6,000,000 of the 8,000,000 shares for $81,699, which we decided to cancel in August 2004. In April 2002, the agreement with 1421209 Ontario Limited was cancelled and the obligation to pay $1,017,217 was likewise cancelled. We wrote-off the net marketing rights of $762,743 and the outstanding obligation of $1,017,217, and recorded an extraordinary gain from the cancellation of the agreement of $237,257. We paid $50,000 directly to Hankin for the same marketing rights which we recorded as an expense during the year ended August 31, 2002. In September 2004, Hankin was placed into bankruptcy, and the deposit of $22,292 for certain units was written off as of August 31, 2004.

Water-Activated Technology. In August 2001, we acquired non-exclusive distribution rights to an activated water system from ELCE International Inc. for Mexico and the Caribbean markets including Panama, Costa Rica, Ecuador and Peru. No fees were paid for these rights. In September 2003, we approved the issuance of 250,000 shares of our common stock to the president of ELCE and the cancellation of an option to purchase 500,000 shares of our common stock at $0.50 per share in order to maintain the existing relationship in Canada. The issuance of the common stock resulted in a charge against earnings of $15,000 in 2004.

Ultraviolet Products. In order to provide viable technology and pricing options to residential and commercial customers for drinking water solutions, we entered into an agreement with R-Can Environmental in June 2005 with the intention of distributing ultraviolet water treatment systems and water filters in selected markets in Latin America and the United States. We terminated a prior agreement with another supplier.

On January 21, 2005, we formed a wholly owned subsidiary, Freshwater Technologies, Inc., and transferred our water activation and purification-related assets and business to it. On January 11, 2006, we executed and closed an Asset Sale Agreement with Max Weissengruber, our then president and chief operations officer and a director, and D. Brian Robertson, our then chief financial officer, with respect to the purchase of certain assets of Freshwater Technologies. Although the agreement was executed and closed on January 11, 2006, it was effective as of October 1, 2005. Included in the assets was the name “Freshwater Technologies.” The purchase price for the assets was $60,210.33 paid in the form of the forgiveness of debt for salary owed by International Development Corp. and Freshwater Technologies, Inc. for $32,482.51 to Mr. Weissengruber, and $27,727.82 to Mr. Robertson.

As additional consideration, Messrs. Weissengruber and Robertson agreed to the termination of their employment agreements with International Development Corp and a general release of all claims they may have had against either International Development Corp. or Freshwater Technologies, Inc. Moreover, certain other liabilities of Freshwater Technologies, Inc. were either assumed or forgiven by Messrs. Weissengruber and Robertson and Bob Glassen for $10,918.54. The net effect of the transaction was that International Development and Freshwater were relieved of liabilities, which exceeded assets in the amount of $134,532.17, and that Freshwater Technologies, Inc. is now debt free. We changed the name of Freshwater Technologies, Inc. to Atlantic Seaboard Company, Inc. on May 31, 2006

Change in Control

On September 23, 2004, Betty-Ann Harland for $25,000 acquired 15,000,000 shares of our common stock, which represented 30.51 percent of our issued and outstanding common stock. In addition, Ms. Harland had proxies to vote 6,000,000 shares of our common stock, granted by 1421209 Ontario Limited. The proxies expired on February 1, 2005. In January 2005, the 15,000,000 common shares held by Ms. Harland were exchanged for 1,000,000 shares of our Series A preferred stock.

In July 2005, our board of directors approved the surrendering and cancellation of 900,000 shares of the Series A preferred stock held by Ms. Harland. In July 2005, our board authorized the issuance of 1,000,000 shares of Series B preferred stock to Ms. Harland in consideration of $1,000 and the surrender of 900,000 shares of our Series A preferred stock.

Each share of the Series A preferred stock is convertible into 200 fully paid and nonassessable shares of our common stock, and has the voting power equal to 200 shares of our common stock. The shares of the Series B preferred stock is not convertible into shares of our common stock, preferred stock, or any of our other securities. However, on all matters submitted to a vote of the holders of our common stock, including, without limitation, the election of directors, a holder of shares of the Series B preferred stock shall be entitled to the number of votes on such matters equal to the number of shares of the Series B preferred stock held by such holder multiplied by 500.

Following the acquisition of our shares by Ms. Harland, on September 23, 2004, she was elected our chairman and chief executive officer. In addition, Max Weissengruber, Douglas Robertson, Robert W. Gingell, and Arthur N. Kelly were elected as our officers and directors. At the same time, D. Brian Robertson was elected our chief financial officer. On March 30, 2004, Robert W. Gingell resigned as a director and Richard Proulx was elected a director.

On May 24, 2006, Max Weissengruber resigned as secretary and as a director, effective immediately. There was no disagreement between Mr. Weissengruber and Global Wataire. Likewise, on June 27, 2006, our board of directors, pursuant to our Bylaws Company, elected Robert Glassen to serve as a director and elected Edmund Gorman to serve as a director and corporate secretary of Global Wataire.

Because of the change in ownership of voting stock and the composition of the board after the closing of the agreement with Ms. Harland, there was a change in control.

Change of Domicile

On December 9, 2004, a majority of our stockholders voted to approve a change in our state of incorporation from Delaware to Nevada by means of a merger permitted under the corporate statutes of both states.

The merger was between Ozolutions, Inc., a Delaware corporation, and International Development Corp., a Nevada corporation, organized by us for the specific purpose of the change of domicile. The merger was consummated pursuant to a Plan of Merger, which provided that Ozolutions, Inc. merge with and into International Development Corp. Following the merger, International Development Corp. was the surviving entity.

International Development Corp. was a newly formed corporation with one share of common stock issued and outstanding held by Ms. Harland, with only minimal capital and no other assets or liabilities. The terms of the merger provided that the existing stockholders of Ozolutions, Inc. would be entitled to receive one share of the common stock of International Development Corp. for every one share of the common stock of Ozolutions, Inc. held by the common stockholders of Ozolutions, Inc. In addition, the then currently issued one share of the common stock of International Development Corp. held by Ms. Harland was cancelled. As a result, following the merger, the former stockholders of Ozolutions, Inc. became the only stockholders of the newly merged corporation.

The change of domicile did not interrupt the existence of Ozolutions, Inc. Each share of our common stock remained issued and outstanding as one share of the common stock of International Development Corp. after the change of domicile from Delaware to Nevada.

Officers and Directors. Before the change of domicile, our board of directors consisted of five members, Betty-Ann Harland, Max Weissengruber, Douglas Robertson, Robert W. Gingell, and Arthur N. Kelly. Upon the change of domicile, our board of directors consisted of the same individuals who were also the directors of International Development Corp. At a later date Robert W. Gingell resigned and Richard Proulx was elected a director.

Resales of Our Common Stock. Pursuant to Rule 145 under the Securities Act, due to the merger of Ozolutions, Inc. with International Development Corp., the exchange of our shares of common stock in the Delaware corporation for shares of the common stock of the Nevada corporation was exempt from registration under the Securities Act, since the sole purpose of the transaction was a change of our domicile within the United States. The effect of the exemption is that the shares of our common stock issuable in the change of domicile may be resold by the former stockholders without restriction to the same extent that such shares may have been sold before the change of domicile.

Accounting for the Transaction. Upon consummation of the change of domicile, the historical financial statements of the Delaware corporation became the historical financial statements of the Nevada corporation. Total stockholders’ equity was unchanged as a result of the change of domicile.

Changing the Scope of Our Business

America’s biodiesel industry will add $24 billion to the U.S. economy between 2005 and 2015, assuming biodiesel growth reaches 650 million gallons of annual production by 2015.

Biodiesel production will create a projected 39,102 new jobs in all sectors of the economy.

The study finds that if 498 of the 650 million gallons of estimated biodiesel demand in 2015 is produced from soybean oil, farmer-level soybean prices will increase nearly 10 percent. Using the U.S. Department of Agriculture’s 2006 Long-Term Baseline forecast for soybean prices as a starting point, soybean farmers ca n expect increased biodiesel demand to increase average soybean prices $0.58 per bushel by 2015.

As biodiesel is a substitute or additive fuel to petro diesel, its market is closely tied to that of diesel. Nationwide, diesel consumption was estimated by the Energy Information Administration (EIA) at 67 billion gallons in 2006. According to the United States Department of Agriculture, biodiesel constituted 75 million gallons (or approximately 0.2%) of this amount in 2005. Usage has increased significantly over the past several years, and biodiesel industry experts expect demand and production to continue to grow rapidly in the United States. The National Biodiesel Board (NBB) has estimated that 250 million gallons of biodiesel were produced in 2006. These expectations are reinforced by the success of the industry in Europe w h ere biodiesel has been used since the early 1990s and has already entered mainstream usage. According to the Commission of the European Communities, the EU consumed approximately 874 million gallons of biodiesel in 2005 (a 1.6% share of the EU diesel mark e t), 1.6 billion gallons in 2006 (2.6% of the market), and according to the USDA is projected to consume 2.0 billion gallons (3.0% of the market) in 2007.

Biodiesel’s potential to reduce US dependence on foreign sources of petroleum and promote agricultural development has prompted the introduction of favorable legislation to encourage its use and production, and to spur investment in the industry. The US government, and many state and local governments, have enacted renewable fuel standards that require the use of biodiesel and other alternative fuels. For example, Washington and Minnesota currently mandate 2% biodiesel blends in all diesel sold in the states. Oregon’s renewable fuel standard requires all diesel fuel sold in the state must be blended with 2 % biodiesel. This requirement will go into effect within three months after retailers are notified by the ODA that biodiesel production from sources in the Pacific Northwest (consisting of Oregon, Washington, Idaho, and Montana) has reached a level of at least five million gallons on an annualized basis for at least three months. The biodiesel blending requirement increases to 5% when the annual production level reaches at least 15 million gallons on an annualized basis for at least three months. For the purpose of this mandate, biodiesel is defined as a motor vehicle fuel derived from vegetable oil, animal fat, or other non-petroleum resources, that is designated as B100 and complies with American Society for Testing and Materials (ASTM) specification D 675 1. Approximately 31 states provide either user or producer incentives for biodiesel (typically in the form of tax incentives) and, according to the Methanol Institute and the International Fuel Quality Center, the number of states considering further affirmative legislation for biodiesel is increasing.

In addition, the federal government is introducing regulatory provisions to increase the usage of biodiesel. In 2005, the government passed the US Renewable Fuel Standard, mandating that governmental groups (federal, state and local governments and agencies) use 7.5 billion gallons of biofuels by 2012. The EPA Act amended and expanded the scope of the Energy Conservation Reauthorization Act of 1998 to include biodiesel as a way to meet the alternative fuel use requirements.

If a B2 mandate were adopted nationwide, it is estimated that the demand for biodiesel would be approximately 1.4 billion gallons per year; a B5 mandate would increase demand to over 3 billion gallons. The National Biodiesel Board, or NBB, has estimated that 250 million gallons of biodiesel were produced in 2006. Indeed, the EU is targeting an increase in their usage to 7.5% by 2010. If biodiesel occupied the same 3.0% share as it is now in the EU, market demand for biodiesel in the US would be approximately 2.0 billion gallons. Meanwhile, ethanol consumption as a percentage of the US gasoline market was 3.5% in 2006, and with growth of 25% a year, it is expected to be approximately 4.4% in 2007, according to The Economist, April 7, 2007. If biodiesel reached the same level of 4.4% of the diesel market, market demand for biodiesel in the US would be approximately 3.0 billion gallons.

Global will seek out, investigate and, if warranted, acquire an interest in business opportunities presented to us by companies that seek strategic assistance and the advantages of a corporation that is a registered publicly traded company with access to the public capital markets.

As part of our investigation of potential business opportunities our management will meet, interview and scrutinize the management and key personnel, visit and inspect facilities; verify and analyze information obtained, seek the advice of industry experts and use our financial resources and management expertise to perform rigorous due diligence to critically evaluate the strengths and weaknesses of the candidate business with the goal of eliminating candidates that do not have the likelihood of success we seek. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs of the parties and what it will take to make the venture a success.

On July 27, 2006 Global Wataire, Inc. and its wholly-owned subsidiary, Atlantic Seaboard, Inc. entered into an agreement with DigiTar Inc., whereby Global would purchase substantial all of the business assets of DigiTar, Inc. The terms of certain key documents necessary to complete the purchase of DigiTar’s assets could not be agreed to by the parties and the parties could not resolve their differences as to the terms of the planned acquisition of DigiTar’s business. Consequently, on June 28, 2007, Global Wataire, Inc., and its wholly-owned subsidiary, Atlantic Seaboard, Inc., rescinded the proposed transaction and cancelled the planned acquisition of DigiTar Inc.’s business. Global Wataire, Inc., and its wholly-owned subsidiary, Atlantic Seaboard, Inc will seek to recover the monies advanced during the negotiations to DigiTar for working capital in the amount of $50,000. The Company believes their attempt to recover this loan will be futile and has therefore written off the $50,000 as a bad debt as of August 31, 2007. We changed our wholly-owned subsidiary to Knightsbridge Corp. on April 29 2008.

Material Agreement

Transaction with Dutchess Private Equities Fund, Ltd.

On April 24, 2007, we entered into an Investment Agreement with Dutchess Private Equities Fund, Ltd. (the “Investor”). Pursuant to this Agreement, the Investor shall commit to purchase up to $10,000,000 of our common stock over the course of up to thirty-six (36) months. The amount that we shall be entitled to request from each purchase (“Puts”) shall be equal to, at our election, either (i) up to $250,000 or (ii) 200% of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable put notice date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the put date.

The put date shall be the date that the Investor receives a put notice of a draw down by us. The purchase price shall be set at ninety-three percent (93%) of the lowest closing Best Bid price of the common stock during the pricing period. The pricing period shall be the five (5) consecutive trading days immediately after the put notice date. There are put restrictions applied on days between the put date and the closing date with respect to that particular Put. During this time, we shall not be entitled to deliver another put notice. Further, we shall reserve the right to withdraw that portion of the Put that is below seventy-five percent (75%) of the lowest closing bid prices for the 10-trading day period immediately preceding each put notice.

In connection with the Agreement, we entered into a Registration Rights Agreement with Dutchess (“Registration Agreement”). Pursuant to the Registration Agreement, we are obligated to file a registration statement with the Securities and Exchange Commission covering the shares of common stock underlying the Investment Agreement within fifteen (15) days after the closing date. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within ninety (90) days after the closing date. The Agreement does not impose any penalties on us for failure to meet either the 30-day or 90-day obligations; however, we shall endeavor to meet both such deadlines.

Employees

Currently, we have three employees. As we grow, we will need to attract an unknown number of additional qualified employees. Although we have experienced no work stoppages and believe our relationships with our employees are good, we could be unsuccessful in attracting and retaining the persons needed. None of our employees are currently represented by a labor union.

Transfer Agent

Transfer Online, Inc. is our transfer agent.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that affect the amounts reported. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:

We are required to make assumptions about matters that are highly uncertain at the time of the estimate; and

Different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations.

In preparing our financial statements to conform to accounting principles generally accepted in the United States, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. These estimates include useful lives for fixed assets for depreciation calculations and assumptions for valuing options and warrants. Actual results could differ from these estimates.

Results of Operations

Three and Six Months Ended February 28, 2010 Compared With Three and Six Months Ended February 28, 2009.

Revenues

Net Revenue for the three months ended February 28, 2010 and 2009 was $10,000 and $-0-, respectively. Net revenue for the six months ended February 28, 2010 and 2009 was $20,000 and $-0-, respectively. The Company’s subsidiary (Knightsbridge) entered into a consulting agreement with an unrelated party in the amount of $100,000 on May 19, 2009. Knightsbridge will be assisting its client in becoming publicly traded on the Frankfurt Stock Exchange.

Gross Profit

Gross profit for the three months ended February 28, 2010 and 2009 was $10,000and $-0-, respectively. Gross profit for the six months ended February 28, 2010 and 2009 was $20,000 and $-0-, respectively.

Selling General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) for the three months ended February 28, 2010 were $300,669, an increase of $94,031 from $206,638 for the three months ended February 28, 2009. For the six months ended February 28, 2010 SG&A expenses were $544,492, an increase of $129,897 from $414,595 for the six months ended February 28, 2009.

Interest expense for the three months ended February 28, 2010 was $48,499 an increase of $10,094 from $38,405 for the three months ended February 28, 2009. For the six months ended February 28, 2010 interest expense was $93,625 an increase of $21,363 from $72,262 for the six months ended February 28, 2009.

Other Income and Expense

None

Net Loss

Net loss for the three months ended February 28, 2010 was $339,168 an increase of $94,125 from $245,043 for the three months ended February 28, 2009. For the six months ended February 28, 2010 net loss was $618,117 an increase of $128,460 from $489,657 for the six months ended February 28, 2009.

Liquidity and Capital Resources

Our operations used approximately $13,812 in cash for the six months ended February 28, 2010. Cash required during the six months ended February 28, 2010 came principally from revenues of $20,000 for the six months ended February 28, 2010 and cash reserves of $13,897.

Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit of $7,419,591 at February 28, 2010.

The Company’s continued existence is dependent upon its ability to raise capital or acquire a marketable company. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We conduct all of our transactions, including those with foreign suppliers and customers, in U.S. dollars. We are therefore not directly subject to the risks of foreign currency fluctuations and do not hedge or otherwise deal in currency instruments in an attempt to minimize such risks. Demand from foreign customers and the ability or willingness of foreign suppliers to perform their obligations to us may be affected by the relative change in value of such customer or supplier's domestic currency to the value of the U.S. dollar. Furthermore, changes in the relative value of the U.S. dollar may change the price of our products relative to the prices of our foreign competitors.

Item 4. Controls and Procedures.

See Item 4(T) below.

Item 4(T). Controls and Procedures.

The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected. Also, 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.

Evaluation of Disclosure and Controls and Procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are currently effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As we develop new business or if we engage in an extraordinary transaction, we will review our disclosure controls and procedures and make sure that they remain adequate.

Changes in Internal Controls over Financial Reporting. There were no changes in the internal controls over our financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of the registrant’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this report.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.


Exhibit No.	Identification of Exhibit
31.1*	Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Edmund J. Gorman, Chief Financial Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Edmund J. Gorman, Chief Financial Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

Filed Herewith

SIGNATURES

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

GLOBAL EARTH ENERGY, INC.

Date: April 19, 2010.

By /s/ Sydney A. Harland

Sydney A. Harland, Chief Executive Officer

By /s/ Edmund J. Gorman

Edmund J. Gorman, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Sydney A. Harland	Chief Executive Officer and Director	April 16, 2010
/s/ Edmund J. Gorman	Chief Financial Officer and Director	April 16, 2010

GLOBAL EARTH ENERGY, INC. - FORM 10-Q - April 19, 2010

Attached files

GLOBAL EARTH ENERGY, INC. Reports