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

_____________________________________

FORM 10-Q

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2011

o 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 Culberth 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 o

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 x No o

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 o	Accelerated filer o
Non-accelerated filer o	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 o 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 February 28, 2011 the registrant had outstanding 397,928,664 shares of common stock.

 

Table of Contents

Item 1.  Financial Statements.

1

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

3

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

4

Item 4.  Controls and Procedures.

4

Item 4(T).  Controls and Procedures.

4

Item 1.  Legal Proceedings.

5

Item 1a.  Risk Factors.

6

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

6

Item 3.  Defaults Upon Senior Securities.

6

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

6

Item 5.  Other Information.

6

Item 6.  Exhibits.

7

i

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

GLOBAL EARTH ENERGY, INC.

(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)

(A NEVADA CORPORATION)

FINANCIAL REPORTS

AT

FEBRUARY 28, 2011

 

GLOBAL EARTH ENERGY, INC. (A DEVLOPMENT STAGE COMPANY) Wilmington, North Carolina TABLE OF CONTENTS Consolidated Balance Sheets at February 28, 2011 (Unaudited)   and August 31, 2010                                                                                                        1 Consolidated Statements of Operations for the Three and Six Months Ended   February 28, 2011 and 2010  and for the Period from the date the company re-entered   the development stage (March 1, 2010) Through  February 28, 2011 (Unaudited) 2 Consolidated Statements of Cash Flows for the Six Months Ended   February 28, 2011 and 2010 and for the Period from the date the company  re-entered   the development stage (March 1, 2010) Through February 28, 2011 (Unaudited) 3 Notes to Consolidated Financial Statements 5 -18

 

GLOBAL EARTH ENERGY, INC.
(A Development Stage Company)
Wilmington, North Carolina
CONSOLIDATED BALANCE SHEETS
	(Unaudited)
	February 28,		August 31,
	2011		2010
ASSETS
Current Assets
Cash and Cash Equivalents	$      21,511		$           70
Prepaid Expenses	––		52,820
Total Current Assets	21,511		52,890
Other Assets
Investment in Joint Venture	444,643		––
Total Assets	$  466,154		$    52,890
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Notes Payable	$     159,085		$           ––
Accrued Expenses	239,227		480,336
Due to Joint Venture	101,250		––
Derivative Liabilities	660,689		––
Accrued Interest	338,864		339,449
Accrued Compensation - Directors	2,546,761		2,249,811
Due to Directors	––		13,950
Total Liabilities	4,045,876		3,083,546
Stockholders' Deficit
Common Stock :  $.001 Par; 800,000,000 Shares Authorized;
397,958,664 and 121,624,800 Issued and                            397,928,664 and 121,594,800 Outstanding,                            with 5,000,000 Shares Held in Escrow, respectively.	397,929		121,595
Stock Held in Escrow	(1,025,909)		––
Common Stock, Class B:  $.001 Par; 50,000 Shares
Authorized; -0- Issued and Outstanding	––		—
Preferred Stock, Class A:  $.001 Par; 10,000 and 1,000,000 Shares                             Authorized; -0-and 30,000 Issued and Outstanding,                             respectively	––		30
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;  -0-  Issued and Outstanding	––		—
Preferred Stock, Class D:  $.001 Par;  13,000,000 Shares
Authorized;  -0- Issued and Outstanding	––		—
Additional Paid-In-Capital	11,320,293		9,873,466
Accumulated Deficit	(14,270,035)		(13,023,747)
Treasury Stock – 30,000 Shares at Cost	(3,000)		(3,000)
Total Stockholders' Deficit	(3,579,722)		(3,030,656)
Total Liabilities and Stockholders' Deficit	$  466,154		$     52,890

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

 

- F-1 -

GLOBAL EARTH ENERGY, INC.
(A Development Stage Company)
Wilmington, North Carolina
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
									Period From
									Date of re-entering the Development Stage
		Three Months Ended			Six Months Ended				1-Mar-10
		February 28,		February 28,	February 28,		February 28,		Through
		2011		2010	2011		2010		28-Feb-11
Revenues, Net		$           ––		$10,000	$          ––		$20,000		$          ––
Cost of Goods Sold		––		—	—		—		—
Gross Profit		––		—	—		—		—
Expenses
Bad Debt		––		––	––		––		61,750
Compensation Expense – Stock Awards		––		––	––		27,000		3,990,410
Consulting Fees		219,111		232,040	511,155		444,565		933,897
General and Administrative		184,917		68,629	251,972		72,927		437,034
Impairment Loss		––		––	––		––		828,496
Interest Expense		89,084		48,499	140,472		93,625		239,664
Loss on Conversion		180,000		—	180,000		—		180,000
Loss on Derivative		162,689		—	162,689		—		162,689
Total Expenses		835,801		349,168	1,246,288		638,117		6,833,940
Loss from Operations Before
Provision for Taxes		-835,801		-339,168	-1,246,288		-618,117		-6,833,940
Provision for Taxes		—		—	—		—		—
Loss from Operations		-835,801		-339,168	-1,246,288		-618,117		-6,833,940
Discontinued Operations
Loss from Discontinued Operations		—		—	—		—		-16,504
Net Loss for the Period		($835,801)		($339,168)	($1,246,288)		($618,117)		($6,850,444)
Weighted Average Number of
Common Shares Outstanding -
Basic and Diluted		357,550,875		25,642,334	259,156,558		20,079,903		171,322,831
Net Loss Per Common Share -
Basic and Diluted		($0.01)		($0.01)	($0.01)		($0.03)		($0.04)

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

- F-2 -

GLOBAL EARTH ENERGY, INC.
(A Development Stage Company)
Wilmington, North Carolina
CONSOLIDATED STATEMENTS OF CASH FLOWS
									Period From
									Date of re-entering the Development Stage
									March 1, 2010
			(Unaudited)						Through
For the Six Months Ended February 28,			2011				2010		February 28, 2011
Cash Flows from Operating Activities
Net Loss for the Period		$  (1,246,288)					(618,117)	$  (6,850,444)
Non-Cash Adjustments:
Bad Debt		––					––	61,750
Common Stock Issued in Exchange for Services Rendered		158,020					163,000	186,820
Common Stock Issued for Prepaid Consulting		—					(170,375)	—
Compensation Expense – Stock Awards		––					27,000	3,990,410
Common Stock Issued in Payment of Accrued Expenses		120,000					––	120,000
Discontinued Operations		––					––	16,504
Impairment Loss		––					––	828,496
Amortization of Debt Discount		28,585					––	28,585
Loss on Conversion		180,000					––	180,000
Loss on Derivative		162,689					—	162,689
Changes in Assets and Liabilities:
Prepaid Expenses		52,820					59,500	110,875
Accrued Expenses		65,865					206,930	300,658
Accrued Compensation - Directors		296,950					318,250	615,200
Net Cash Flows from Operating Activities		(181,359)					(13,812)	(248,457)
Cash Flows from Investing Activities
Cash Paid to Joint Venture		(18,750)					—	(18,750)
Cash Flows from Financing Activities
Cash Proceeds from Sale of Stock		––					––	72,658
Cash Proceeds from Issuance of Debt		235,500					––	235,500
Advances from (Repayment to) Directors - Net		(13,950)					205	(19,731)
Net Cash Flows from Financing Activities		221,550					205	288,428
Net Change in Cash and Cash Equivalents		21,441					(13,607)	21,221
Cash and Cash Equivalents - Beginning of Period		70					13,897	290
Cash and Cash Equivalents - End of Period		$       21,511					$        290	$      21,511
Supplemental Disclosures
Interest Paid		$     112,472					$          —	$     112,472
Income Taxes Paid		$             —					$          —	$              —
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVIES:
Common Stock Issued in Payment of Debt		$             —					$          —	$     350,435
Investment in Joint Venture & Due to Joint Venture		$     120,000					$          —	$     120,000
Common Stock Issued for Investment in Joint Venture		$     324,643					$          —	$     324,643
Common Stock Issued for Assets and Liabilities Assumed in Merger		$             —					$          —	$     845,000

 

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

 

- F-3 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

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-KSB, 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 subsidiaries; Knightsbridge Corp., and Global Earth Energy Acquisition Company (the “Company”).  All significant intercompany balances have been eliminated in consolidation.

Note B -  Summary of Significant Accounting Policies

   The Company is providing below an update to their significant accounting policies.  All other significant accounting policies can be viewed on the Company’s annual report filed with the Securities and Exchange Commission.

   Joint Venture

   The Company has determined that the investment in joint venture should be accounted for as an equity investment in accordance with FASB ASC 323,   FASB ASC 323 provides that under the equity method, an investor shall recognize its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements rather than in the period in which an investee declares a dividend. An investor shall adjust the carrying amount of an investment for its share of the earnings or losses of the investee after the date of investment and shall report the recognized earnings or losses in income. An investor’s share of the earnings or losses of an investee shall be based on the shares of common stock and in-substance common stock held by that investor.

Note C -  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 $14,270,035 at February 28, 2011.

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.

- F-4 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 Awards

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 preferred 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.  These options were issued in error but were subsequently issued as preferred class A shares (see below).

- continued -

- F-5 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E -  Share Activity - continued

Stock Awards

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.

On May 26, 2010, the Board of Directors were each 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 6,000,000 options were granted at a price of $0.076.

On May 26, 2010 the Company’s Chief Financial Officer was granted as compensation for services options to buy 40,000 shares of the Company’s preferred class A stock at the last quoted common stock offering price as of that day times 200.  A total of 40,000 options were granted at a price of $15.20.

On July 26, 2010, the Company’s President was granted as compensation for services options to buy 325,000 shares of the Company’s preferred class A stock at the last quoted common stock offering price as of that day times 200. A total of 325,000 options were granted at a price of $8.60.

On August 2, 2010, the Company’s attorney was granted as compensation for services warrants to buy 2,000,000 shares of the Company’s common stock at $0.035.

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, 2011 and 2010, $-0- and $27,000 was expensed utilizing the Black-Scholes option pricing model, respectively.  The following weighted-average assumptions were used for the grants issued:

Common Stock			2011	2010
Dividend Yield			––	0.00%
Expected Volatility			––	305.88%
Discount Rate			––	2.31%
Option Life			––	5 Years

- continued -

- F-6 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E -  Share Activity – continued

Stock Awards

Common Stock February 28,	Shares Under Option	Weighted Average Exercise Price		Exercisable
2010
Balance - September 1, 2010	­­­­––			­­­­––
Options Granted	1,000,000	$0.027		1,000,000
Options Exercised	­­­­––	­­­­––		­­­­––
Options Forfeited	­­­­––	­­­­––		­­­­––
Balance – February 28, 2010	1,000,000			1,000,000
2011
Balance - September 1, 2011	9,000,000	$0.027 - $0.076		9,000,000
Options Granted	----––	­­­­––		­­­­––
Options Exercised	­­­­––	­­­­––		­­­­––
Options Forfeited	­­­­––	­­­­––		­­­­––
Balance – February 28, 2011	9,000,000			9,000,000

Stock Awards

Stock Options – Preferred Stock February 28, 2011,	Shares Under Option	Weighted Average Exercise Price		Exercisable
2011
Balance - September 1, 2011	365,000	$8.60 - $15.20		365,000
Options Granted	­­­­––	­­­­––		­­­­––
Options Exercised	­­­­––	­­­­––		­­­­––
Options Forfeited	­­­­––	­­­­––		­­­­––
Balance – February 28, 2011	365,000			365,000

-

continued –

- F-7 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E -   Share Activity – continued

Common Stock

During the period ended February 28, 2007, the Company acquired 3,000,000 Common Shares and placed them into treasury at a par value of $.001.

On April 13, 2006, the holder of the majority of the voting power of our outstanding capital stock voted to approve the following:

1.  A grant of discretionary authority to our board of directors to implement a reverse split of the issued and outstanding shares of our common stock on the basis of one post-consolidation share for each 1,000 pre-consolidation shares to occur immediately.  All share and per share amounts used in the Company’s financial statements and notes have been retroactively restated to reflect the one-for-one thousand reverse stock split.

2.

An amendment to the Company’s Articles of Incorporation to provide for the creation of a second series of common stock to be known as “Class B Common Stock”.

On May 18, 2009, the Board of Directors voted to approve the following:

1.  A  reverse split of the issued and outstanding shares of our common stock on the basis of one share for each 100 shares to occur immediately.  All share and per share amounts used in the Company’s financial statements and notes have been retroactively restated to reflect the one-for-one hundred reverse stock split.

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.

-

continued –

- F-8 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E -   Share Activity – continued

Common Stock

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 May 31, 2010.  Further, every six months following the date of the contract the Contractor will be granted options to purchase an additional 500,000 shares. This contract was cancelled on December 1, 2009.

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.

On March 2, 2010, a stockholder that is closely related to Betty-Ann and Sydney Harland (Chairman and President, CEO and Director, respectively) converted 1,000,000 Preferred Class C shares to 1,000,000 common shares.

On April 30, 2010, the Company entered into an agreement with Richard Proulx (Director) as a Contractor.  Pursuant to the agreement the Contractor agrees to assist the Company in Sales for the Company in Quebec, Canada.  The term of the contract is for one year, expiring on April 30, 2011.  In consideration for his services, the Contractor received 2,000,000 common shares on April 30, 2010.

On May 10, 2010, the Company and its wholly owned subsidiary, Global Earth Energy Acquisition Company, entered into an agreement to merge with 688239 B.C. Ltd., a British Columbia Corporation (688239 B.C.).  Pursuant to the agreement the Company issued 65,000,000 common shares to the sole stockholder of 688239 B.C. in exchange for the fair market value of certain assets and liabilities of 688239 B.C. On December 2, 2010 the merger with 688239 B.C. was rescinded and accounted for in the year ended August 31, 2010.

- continued -

- F-9 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E -   Share Activity – continued

Common Stock

On June 22, 2010 the Company agreed to issue Sydney Harland (CEO and Director) 23,500,000 shares common stock in lieu of payment by the Company of $350,435 owed to Mr. Harland, included in due to directors.  The agreement was effective as of May 14, 2010.

On August 31, 2010, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2010.  The purpose of the Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock.  2,000,000 shares of common stock are registered to this plan at an offering price of $.026.  The Plan shall expire on August 31, 2020.

On September 9, 2010 Robert Levitt converted 30,000 Preferred Class A shares to 6,000,000 common shares.

On September 15, 2010 Norman Reynolds received 2,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney.

On September 27, 2010 Arthur Kelly and Gloria Leung received 2,000,000 and 1,000,000 shares of common stock, respectively for rewriting and updating the Company’s business plan.

On September 27, 2010 Carolyn Merrill received 1,000,000 shares common stock from the Company as compensation as the Company’s accountant.

On October 1, 2010 the Company entered into an agreement with Geoffrey Eiten (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in various industrial relations and marketing services. The term of the contract is for three months expiring on January 1, 2011.    In consideration for his services, the Contractor received 3,000,000 common shares on September 27, 2010.

On October 5, 2010, 25,390,685 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc.   

On October 12, 2010 Robert Levitt received 9,000,000 shares common stock in partial satisfaction of $180,000 owed to him for prior consulting services.

On November 8, 2010, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2010 No. 2.  The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock.  50,000,000 shares of common stock are registered to this plan at an offering price of $.0029.  The Plan shall expire on November 8, 2020.

- continued -

- F-10 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note E -   Share Activity – continued

Common Stock

On November 9, 2010 Norman Reynolds received 6,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney.

On November 23, 2010, 72,142,973 shares of common stock were issued to five shareholders to acquire 40% of the joint venture as determined pursuant to the joint venture agreement signed November 22, 2010 – see Note G.  Strategic Alliance, George Sinnis, Glenn Sturm, Atlantic Station and Raymond F. Barbush III received 62,642,973; 2,000,000; 500,000; 2,000,000 and 5,000,000 shares respectively.

On December 3, 2010 Robert Levitt received 10,000,000 shares common stock in partial satisfaction of $180,000 owed to him for prior consulting services.

On December 9, 2010, 77,200,206 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc.

On January 5, 2011 Norman Reynolds received 6,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney.   

On January 5, 2011 Spiros Sinnis received 3,600,000 shares of common stock for his consultant work pertaining to the Joint Venture agreement between the Company and Reflora do Brasil.

On January 11, and January 12, 2011 Robert Levitt received 12,000,000 and 10,000,000 shares common stock, respectively in partial satisfaction of $180,000 owed to him for prior consulting services.

On January 31, 2011 Norman Reynolds received 3,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney.   

On January 26, 2011 the Company entered into an agreement with Spiros Sinnis (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for twelve months expiring on January 26, 2012. In consideration for his services, the Contractor received 6,000,000 common shares on January 31, 2011.

On January 26, 2011 the Company entered into an agreement with Andrew Madenberg (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for twelve months expiring on January 26, 2012. In consideration for his services, the Contractor received 6,000,000 common shares on January 31, 2011.

On February 10, 2011 Robert Levitt received 15,000,000 shares common stock in partial satisfaction of $180,000 owed to him for prior consulting services.

Preferred Stock

On January 28, 2011, the Company amended their Preferred Stock Class A authorized shares from 1,000,000 shares to 10,000 shares.

- F-11 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note F – Related Party Transactions

During the period ended February 28, 2007, Betty-Ann Harland converted 25,000 shares of Class A Preferred Shares into 5,000,000 Shares of Common Stock.  Additionally, other stockholders of the Company that are closely related to Betty-Ann Harland also converted 9,000 shares of Class A Preferred Shares into 1,800,000 Shares of Common Stock during the same period.  

On March 7, 2007, in connection with the cancelled Wataire license agreement, Mrs. Harland was re-issued 25,000 Class A Preferred Shares.

On September 25, 2008 a stockholder that is closely related to Betty-Ann and Sydney Harland 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 (See Note L).

On March 3, 2009 the Company promised to repay a stockholder that is closely related to Betty-Ann and Sydney Harland 1,000,000 shares of Preferred Stock Class C.   This stock was to reimburse the stockholder for 1,000,000 shares that he gave to the company on March 3, 2009 to pay the Company’s Consultant.

Certain disbursements of the Company have been paid by three directors of the Company therefore; a Due to Directors account has been established.  The balance at February 28, 2011 and August 31, 2010 was $-0- and $13,950, respectively.  

In October 2004, the Company entered into a consulting agreement with its Chairman, Betty-Ann Harland for a five year term, with annual compensation of $220,000 and auto allowance of $12,000.  The accrued consulting fees are accruing interest at 8.75% annually.  On March 24, 2011, the Company extended Ms Harland’s consulting agreement effective October 1, 2009 through October 1, 2011.

On August 25, 2007, the Company entered into a consulting agreement with its CEO, Sydney Harland for a five year term, with annual compensation of $220,000, health benefits of $15,000 and $12,000 auto allowance.  The agreement agrees to pay all accrued compensation from April 2006 and is accruing interest at 8.75% annually.

On August 25, 2007, the Company entered into a consulting agreement with its CFO, Edmund Gorman for a two year term, with annual compensation of $150,000, health benefits of $7,500.  The agreement agrees to pay all accrued compensation from April 2006 and is accruing interest at 8.75% annually. On March 24, 2011, the Company extended Mr. Gorman’s consulting agreement effective August 25, 2009 through August 25, 2011.

On October 25, 2006, the Company entered into a consulting agreement with Robert Levitt for a one year term with annual compensation of $120,000 to be paid in cash or common stock.  The agreement accrued interest at 10% per annum.  On July 13, 2009 the Board of Directors voted to issue 60,000 shares of Preferred Stock Class A in complete satisfaction of amounts owed to Robert Levitt.  On August 10, 2009, Mr. Levitt converted 30,000 of his Preferred Stock A to 6,000,000 Common Stock and effectively became a majority stockholder.

Mr. Levitt also entered into another consulting agreement with the Company on March 27, 2009 that commenced on May 1, 2009 for a one year term with annual compensation of $140,000.

Interest expense charged to operations was $140,472 and $93,625, for the six months ended February 28, 2011 and 2010 respectively.                    

- F-11 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note G – Joint Ventures

   Reflora do Brasil

On November 22, 2010, the Company and Reflora do Brasil, a Brazilian company (“RDB”) executed a Joint Venture Agreement with respect to sale by RDB of carbon credits relating to certain property located in Brazil.  Proceeds from the sale of the Credits brokered by the Company for RDB shall be split as follows: sixty percent (60%) of the proceeds shall be distributed to the owners of the Para
Property, who are represented by RDB, and forty percent (40%) to the Company.   Pursuant to the agreement, the Company issued 9,500,000 shares of common stock valued at $0.0045 per share on November 22, 2010 in addition to those shares listed below.

Strategic Alliance Consulting Group, Ltd. is entitled to compensation from the Company pursuant to the Joint Venture Agreement, as follows:

(a) 62,642,973 shares of the common stock valued at $0.0045 per share of the Company and

 

(b) The sum of $30,000 per month for four months totaling $120,000 which has been recorded as due to joint venture on the balance sheet.  This payment to the Strategic Alliance is compensation to run the business lines to be brought in, (carbon credit deals, soybean, asset backed bonds, Lifecycle partnership) which includes legal costs and other costs involving the stated deals.  The Cash Compensation will be paid by the Company as and when it is able to raise sufficient funds through a private placement of shares of the Global Earth Common Stock pursuant to Regulation D promulgated under the Securities Act of 1933, as amended.  The Company shall immediately begin the preparation of a private placement memorandum for the purpose of raising the cash compensation.  

The total value of the joint venture is $444,643 which is composed of $324,643 in common stock issued and $120,000 in cash to be paid.

Note H – Convertible Debentures

At February 28, 2011 the Company had convertible debentures outstanding as follows:

		Outstanding Balance of Convertible Debenture	Unamortized Discount
October 5, 2010 - Debenture		$    65,000	$  43,916
December 6, 2010 – Debenture		40,000	32,499
Total Convertible Debentures		$  105,000	$    76,415

   Following is a description of each of the convertible debentures listed above:

On October 5, 2010 the Company entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $65,000 in a convertible debenture bearing interest at 8% per annum, payable on or before July 7, 2011.  $65,000 was disbursed to the Company on October 8, 2010.

- F-15 -

Pursuant to the convertible debenture the investor may convert the debenture into common stock of the Company at a conversion price of 58% of the average price for the lowest three trading prices for the common stock for ten trading days ending one trading day prior to the date of conversion notice sent by the holder to the Company.  

   

On December 6, 2010, the Company entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $40,000 in a convertible debenture bearing interest at 8% per annum, payable on or before September 8, 2011.  $40,000 was disbursed to the Company on December 14, 2010.

Pursuant to the convertible debenture the investor may convert the debenture into common stock of the Company at a conversion price of 58% of the average price for the lowest three trading prices for the common stock for ten trading days ending one trading day prior to the date of conversion notice sent by the holder to the Company.

- F-15 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note H – Convertible Debentures - continued

The Company evaluated this agreement pursuant to ASC 815 and due to there being no minimum or fixed conversion price resulting in an indeterminate number of shares to be issued in the future, the Company determined an embedded derivative existed and ASC 815 applied.

In accordance with the option allowed in ASC 815, the Company has elected to value the derivatives separately at the fair value on the issuance date using the Black-Scholes valuation model and bifurcate the instruments.  The result of the valuation is a derivative liability in the amount of $139,052 and an offsetting loss on derivative of $34,052 and discount on debt of $105,000.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of .75 years; (2) a computed volatility rate ranging from 301.93% to 311.00% (3) a discount rate ranging from 0.24% to 0.25% and (4) zero dividends. The discount is equal to the value of the note issued as it can only be discounted up to the value of the note and is being amortized over the life of the note using the effective interest method.  For the six months ended February 28, 2011, $28,585 was amortized and is included in interest expense.  The loss on derivative is equal to the difference between the discount on debt and the derivative liability.  The instrument was revalued at period end, and the resulting change of $83,661 was included in the statement of operations as a loss on the derivative liability.

The company evaluated all convertible debt and outstanding warrants to determine whether these instruments may be tainted from the aforementioned derivative.  All warrants outstanding were considered tainted as a result of the derivative treatment.  The Company valued these warrants using the Black-Scholes valuation model.  The result of the valuation is a derivative liability in the amount of $160,915.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 5 years; (2) a computed volatility rate of 301.93% (3) a discount rate ranging from 1.64% to 2.3% and (4) zero dividends.  The valuation of these warrants was run through the same way as the liability associated with the debt.  There were no other instruments found to be tainted by the derivative treatment.

	Derivative Liability	(Gain) Loss on Derivative Six Months Ended
	02/28/2011	02/28/2011
Asher – Debentures	$ 222,713	$  117,713
Tainted Equity	393,000	160,915
Warrants Outstanding	44,976	(115,939)
Total	$   660,689	$   162,689

 

- F-16 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note I – Other Matters

On October 5, 2010 the Company and AGS Capital Group, LLC (AGS) executed an investment agreement whereby AGS would purchase from time to time up to $10,000,000 of the Company’s fully registered, freely tradable common stock over the course of 24 months. On October 11, 2010 AGS Capital Group LLC received 10,000,000 shares common stock as a prepayment for services expected to be rendered pursuant to the agreement. On January 7, 2011, prior to AGS rending any service to the company or purchasing any shares of common stock, the Company gave notice of the termination of this agreement effective January 31, 2011. The common stock issued to AGS Capital Group will be cancelled and returned to the Company.  

   On October 12, 2010 the Company terminated its investment agreement with Duchess Opportunity Fund, II, LP.

  On November 8, 2010 the Company signed an agreement with Robert Levitt to settle the amount due him in the amount of $180,000.  The Company agreed to pay Mr. Levitt 180,000,000 common shares which at the date of the agreement were valued at $0.002 per share, or $360,000, resulting in a loss on conversion of $180,000.

  On December 2, 2010, the Company, RCI Solar, Inc., and Melvin K. Dick rescinded that certain Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc., Global Earth Energy Acquisition Company and 688239 B.C. Ltd. effective on May 10, 2010.  Although the agreement was dated November 15, 2010, it was not executed by the parties until December 2, 2010.  The rescission agreement dated December 2, 2010, was reported in a current report on Form 8-K filed with the SEC on December 3, 2011.

Note J – Subsequent Events

   On March 18, 2011, the Registrant, RCI Solar, Inc., and Melvin K. Dick amended the rescission agreement dated December 2, 2010.

The amendment to the rescission states that Melvin Dick shall be permitted to retain 10,000,000 shares of the Global Earth Common Stock which he received in connection with the Plan of Merger.  The remaining 55,000,000 shares of the Global Earth Common Stock received by Melvin Dick shall be surrendered to the Company and shall be cancelled.  The 10,000,000 shares of the Global Earth Common Stock retained by Melvin Dick shall be delivered to Norman T. Reynolds, Esq., attorney for the Company, who will hold the shares in escrow.  Melvin Dick shall be permitted to sell 500,000 to 1,000,000 shares each month depending how the stock is trading, after complying with the provisions of Rule 144 promulgated under the Securities Act of 1933, as amended.

- continued -

- F-17 -

 

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note J – Subsequent Events - continued

   

On March 29, 2011, Biosynergies Lubbock, LLC elected to terminate the Bio Lubbock Joint Venture Agreement. They did not wish to sign the 30 day extension that was offered by Global Earth and L. B. Tim co., Ltd.  The 5,000,000 restricted shares of the registrant’s common stock issued to Bio Lubbock in connection with the Bio Lubbock Joint Venture Agreement have been returned by Bio Lubbock to the registrant.  

On April 7, 2011, Global Earth Energy, Inc., a Nevada corporation and Modern Coal, LLC, a Texas limited liability company (“Modern”) executed a Joint Venture Agreement with respect to the development and sale of coal.  The basic terms of the Joint Venture Agreement are as follows:

1.

In consideration for the execution of the Joint Venture Agreement, based upon the representations and warranties of Modern therein, and to fund production and sales of coal from the Coal Project, the Company agrees to provide $10,000,000.00 as equity for the joint venture, within five business days after the receipt of proceeds from an affiliate company of the registrant, said affiliate to be created for this transaction.  Further, the Company will provide additional funding of $10,000,000.00 as equity for the joint venture within 30 days of the receipt of said proceeds.  Further, the Company will provide additional funding of $5,000,000.00 as equity for the joint venture within 45 days of the receipt of said proceeds.  In the event that the Company is not able to provide the financing described in this paragraph, then the Joint Venture Agreement shall terminate and neither Party shall have any liability to the other thereunder.

2.

Any distributions from the Coal Project shall be split as follows: twenty five percent (25%) shall be distributed to Modern and twenty five percent (25%) shall be distributed to the Company. The remaining 50% is to be owned jointly and equally between the affiliate of the Company described above and Modern.

On April 11, 2011 Asher Enterprises elected to convert $12,000 of their initial note payable into 4,137,931 common shares of the Company.  Asher’s remaining note payable at April 11, 2011 is therefore $53,000.

- F-18 -

 

Item 2.

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

The following discussion reflects our plan of operation.  This discussion should be read in conjunction with the financial statements which are attached to this report.  This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans.  These statements involve risks and uncertainties.  Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report.

Results of Operations

Three Months Ended February 28, 2011 Compared With Three Months Ended February 28, 2010.

Net Revenue for the three months ended February 28, 2011 and 2009 was $-0- and $10,000, respectively.  Net loss for the three months ended February 28, 2011 was $835,801 compared to net loss of $349,168 for the three months ended February 28, 2010.

Expenses have increased by $486,633 for the first three months of our current fiscal year from $349,168 for the three months ended February 28, 2010 to $835,801 for the three months ended February 28, 2011.  The increase can be attributed to a decrease in consulting fees of $12,929 from $232,040 to $219,111 and an increase in general and administrative expenses of $116,288 from $68,629 to $184,917.  An increase in interest expense of $40,585 from $48,499 to $89,084 is due to the registrant having insufficient revenues. The Company also had an increase in loss on conversion of $180,000 from $-0- to $180,000 and an increase in loss on derivative of $162,689 from $-0- to $162,689.

Six Months Ended February 28, 2011 Compared With Six Months Ended February 28, 2010.

Net Revenue for the six months ended February 28, 2011 and 2009 was $-0- and $20,000, respectively.  Net loss for the six months ended February 28, 2011 was $1,246,288 compared to net loss of $618,117 for the six months ended February 28, 2010.

Expenses have increased by $608,171 for the six months of our current fiscal year from $638,117 for the six months ended February 28, 2010 to $1,246,288 for the six months ended February 28, 2011.  The increase can be attributed to an increase in consulting fees of $66,590 from $444,565 to $511,155 and an increase in general and administrative expenses of $152,045 from $99,927 to $251,972.  An increase in interest expense of $46,847 from $93,625 to $140,472 is due to the registrant having insufficient revenues. The Company also had an increase in loss on conversion of $180,000 from $-0- to $180,000 and an increase in loss on derivative of $162,689 from $-0- to $162,689.

Liquidity and Capital Resources

Our operations used approximately $181,359 in cash for the six months ended February 28, 2011.  Cash required during the six months ended February 28, 2011 came principally from cash proceeds from debt of $235,500 for the six months ended February 28, 2011.

Special Note Regarding Forward-Looking Statements

In this report, we make a number of statements, referred to as “forward-looking statements” which are intended to convey our expectations or predictions regarding the occurrence of possible future events or the existence of trends and factors that may impact our future plans and operating results.  We note, however, that these forward-looking statements are derived, in part, from various assumptions and analyses we have made in the context of our current business plan and information currently available to Global Earth Energy and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate under the circumstances.

4

You can generally identify forward-looking statements through words and phrases such as “seek,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “budget,” “project,” “may be,” “may continue,” “may likely result,” and similar expressions.  When reading any forward-looking statement you should remain mindful that all forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of Global Earth Energy, and that actual results or developments may vary substantially from those expected as expressed in or implied by that statement for a number of reasons or factors, including those relating to:

·

Whether or not markets for our proposed products develop and, if they do develop, the pace at which they develop;

·

Our ability to attract and retain qualified personnel to implement our growth strategies;

·

Our ability to fund our financing needs;

·

Competitive factors;

·

General economic conditions; and

·

Changes in our business plan and corporate strategies.

Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning Global Earth Energy and our business made elsewhere in this report.  You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments.  We are not obligated to update or revise any forward-looking statement contained in this report to reflect new events or circumstances unless and to the extent required by applicable law.

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.

5

 

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 ineffective.  Each of the factors identified in the 10K/A filed with the Securities and Exchange Commission on January 18, 2011 have remained unresolved and have been considered to be material weaknesses in our controls.

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.  The matters that management identified in the 10K/A filed with the Securities and Exchange Commission on January 18, 2011 continue to be unresolved and still are considered material weaknesses in 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.

6

 

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 that have not already been reported.

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
3.1**	Articles of Incorporation filed on April 11, 2000, filed as Exhibit 1 to the registrant’s Current Report on Form 10SB12G on August 15, 2000, Commission File Number 000-31343.
3.2**	Bylaws approved January 31, 1997, filed as Exhibit 2 to the registrant’s Current Report on Form 10SB12G on August 15, 2000, Commission File Number 000-31343.
3.3**	Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on February 5, 2008, filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K on April 4, 2008, Commission File Number 000-31343.
4.0**	Global Earth Energy, Inc. Amended and Restated Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of Nevada on January 31, 2011, filed as Exhibit 4.0 to the registrant’s Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.
10.1**	Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on December 2, 2010, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on December 3, 2010, Commission File Number 000-31343.
10.2**	Joint Venture Agreement dated January 10, 2011 between LifeCycle Investments, L.L.C. and Global Earth Energy, Inc., filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on January 12, 2011, Commission File Number 000-31343.
10.3**	Asher Enterprises Inc. Securities Purchase Agreement, executed on December 6, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.21 to the registrant’s Annual Report on Form 10-K/A on January 18, 2011, Commission File Number 000-31343.

7

10.4**	Asher Enterprises Inc. Convertible Promissory Note, executed on December 6, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.22 to the registrant’s Annual Report on Form 10-K/A on January 18, 2011, Commission File Number 000-31343.
10.5**	Memorandum of Understanding dated January 26, 2011, between Global Earth Energy, Inc. and LB Tim Co., Ltd., a South Korean corporation, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.
10.6**	Consulting Agreement dated as of January 26, 2011 between Global Earth Energy, Inc. and Spiros Sinnis, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.
10.7**	Consulting Agreement dated as of January 26, 2011, between Global Earth Energy, Inc. and Andrew L. Madenberg, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.
10.8**	Joint Venture Agreement dated February 9, 2011, between Global Earth Energy, Inc. and GFC 2005, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 10, 2011, Commission File Number 000-31343.
10.9**	Memorandum of Understanding dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.
10.10**	Joint Venture Agreement dated February 22, 2011, between Global Earth Energy, Inc. and Innovated Concepts of Ethanol Corp., filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.
10.11**	Agreement for the Sale and Purchase of Coal dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on February 23, 2011, Commission File Number 000-31343.
10.12**	Joint Venture Agreement dated February 24, 2011, between Global Earth Energy, Inc. and Biosynergies Lubbock, LLC, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 25, 2011, Commission File Number 000-31343.
10.13**	Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
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 and Principal Accounting 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 and Principal Accounting 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.
99.1**	Press release issued on February 10, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and GFC 2005, dated February 9, 2011, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on February 10, 2011, Commission File Number 000-31343.
99.2**	Press release issued on February 22, 2011, with respect to the Memorandum of Understanding dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.
99.3**	Press release issued on February 23, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and Innovated Concepts of Ethanol Corp., dated February 22, 2011, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on February 23, 2011, Commission File Number 000-31343.
99.4**	Press release issued on February 24, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and Biosynergies Lubbock, LLC., dated February 24, 2011, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on February 25, 2011, Commission File Number 000-31343.

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99.5**	Press release issued on March 21, 2011, with respect to the Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.

____________

*

Filed herewith.

**

Previously filed.

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, 2011.

By /s/ Sydney A. Harland

    Sydney A. Harland, Chief Executive Officer

By /s/ Edmund J. Gorman

    Edmund J. Gorman, Chief Financial Officer and
   Principal Accounting 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 19, 2011
/s/ Edmund J. Gorman		Chief Financial Officer, Principal Accounting Officer, and Director		April 19, 2011

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