SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


___________________________________________________




Amendment
No. 1 to


FORM
10-K /A


___________________________________________________





(Mark
One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
The Fiscal Year Ended August 31, 2009




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


FOR THE
TRANSITION PERIOD FROM ______ TO ________


Commission
File No. 000-31343




GLOBAL
      EARTH ENERGY, INC.(Exact
      name of issuer as specified in its charter)Nevada
            36-4567500(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)534
      Delaware Avenue, Suite 412
              Buffalo,
      New York
            14202(Address
      of principal executive offices)
            (Zip
      Code)Registrant’s
      telephone number, including area code : (910)
      616-0077Securities
      registered under Section 12(b) of the Exchange Act:
            None.Securities
      registered under Section 12(g) of the Exchange Act:
            Common
      stock, par value $0.10 per share.(Title
      of class)


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 twelve months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes xNo o




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. o


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


State
issuer’s revenues for its most recent fiscal year: $20,000.


State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of
August 31, 2009: $ 0.


Number of
the issuer’s Common Stock outstanding as of December 4, 2009:
6,242,334


Documents
incorporated by reference: None.


Transitional
Small Business Disclosure Format (Check One): Yes oNo x










Explanatory
Paragraph
















TABLE OF
CONTENTS








Part IItem 1
            Description of
      Business
            3Item 1A
            Risk
    Factors
            11Item 1B
            Unresolved Staff
      Comments
            15Item 2
            Description of
      Property
            15Item 3
            Legal
      Proceedings
            15Item 4
            Submission of
      Matters to a Vote of Security Holders
            15Part IIItem 5
            Market for
      Registrant’s Common Equity,  Related Stockholder Matters and
      Issuer Purchases of Equity Securities
            15Item 6
            Selected Financial
      DataItem 7
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            16Item 7A
            Quantitative and
      Qualitative Disclosures About Market RiskItem 8
            Financial Statements
      and Supplementary Data
            19Item 9
            Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure
            19Item 9A
            Controls and
      Procedures
            19Item 9B
            Other
      Information
            20Part IIItem 10
            Directors and
      Executive Officers of the Registrant
            20Item 11
            Executive
      Compensation
            24Item 12
            Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters
            25Item 13
            Certain
      Relationships and Related Transactions, and Director
Independence
            26Item 14
            Principal Accountant
      and Fees and Services
            26Part IIItem 15
            Exhibits and
      Financial Statement Schedules
            26




2


PART
I




Item
1.Description of
Business.


Company
Overview


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 bio-degradable 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. 5 8 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.




3




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.




4





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.




5




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


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.




6




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 ne w 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 ca n 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 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 l e ast 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 pu r pose 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 affi r mative
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. I f 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.




7





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.




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.




8





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.


RISK
FACTORS




The
following risk factors should be considered carefully in addition to the other
information contained in this report. This report contains forward-looking
statements. Forward-looking statements relate to future events or our future
financial performance. We generally identify forward-looking statements by
terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “target,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of these
terms or other similar words. These statements are only predictions. The outcome
of the events described in these forward-looking statements is subject to known
and unknown risks, uncertainties and other factors that may cause our customers’
or our industry’s actual results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements, to
differ. “Risk Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and “Business,” as well as other sections
in this report, discuss some of the factors that could contribute to these
differences.




The
forward-looking statements made in this report relate only to events as of the
date on which the statements are made. We undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of unanticipated
events.




This
report also contains market data related to our business and industry. These
market data include projections that are based on a number of assumptions. If
these assumptions turn out to be incorrect, actual results may differ from the
projections based on these assumptions. As a result, our markets may not grow at
the rates projected by these data, or at all. The failure of these markets to
grow at these projected rates may have a material adverse effect on our
business, results of operations, financial condition and the market price of our
Common Stock.




Risks
Relating to Our Business




Our
independent auditors have included a going concern opinion and related
discussion in the notes to our financial statements.




It should
be noted that our independent auditors have included a going concern opinion and
related discussion in the notes to our financial statements. The auditors have
included the going concern provision because we have incurred significant and
recurring losses and have a large working capital deficit that the auditors
believe raises substantial doubt about our ability to continue as a going
concern. We have incurred net losses of  (1,489,892), (892,764) and
(1,012,900) for the fiscal years ended August 31, 2007, August 31, 2008, and
August 31, 2009, respectively. Our working capital deficit as of August 31, 2009
is (2,285,687). Until such time we receive additional debt or equity financing,
there is a risk that our auditors will continue to include a going concern
provision in the notes to our financial statements. We may continue to incur losses as
we spend additional capital to develop and market our products and services and
establish our infrastructure and organization to support anticipated operations.
We cannot be certain whether we will ever earn a significant amount of revenues
or profit, or, if we do, that we will be able to continue earning such revenues
or profit. Any of these factors could cause our stock price to decline and
result in your losing a portion or all of your investment.




Under
our business plan, we have a limited operating history and are not likely to
succeed unless we can overcome the many obstacles we face.




As of the
date of this report, we had minimal business operations or revenues, and we are
still in our formative stage. You should be aware of the difficulties, delays
and expenses normally encountered by an enterprise many of which are beyond our
control, including unanticipated expenses, employment costs, and administrative
expenses. It is possible that our proposed business plan as described in this
report will not materialize or prove to be successful or operate profitably. If
we cannot operate profitably, you could lose your entire
investment.




9




Unless
we generate additional capital through revenues or financings, we risk
failure.


We expect
to incur significant capital expenses in pursuing our plans to increase sales
volume, expanding our products and services and obtaining additional financing
through stock offerings, or other feasible financing alternatives. We may also
seek funding for the development and marketing of our products and services
through strategic partnerships and other arrangements with investment partners.
It is possible that such collaborative arrangements or additional funds will not
be available when needed, or on terms acceptable to us, if at all. In order to
continue our operations, we will require additional funds over the next 12
months. As of the date of this report, we estimate our need for additional funds
will be $3,500,000. We hope to be able to generate the funds necessary to
maintain our operations through revenues and borrowings. However, without
additional funds there will be a limitation to the number of new projects that
we could take on, which may have an effect on our ability to maintain our
operations. Additional financing may not be available on terms favorable to us,
or at all. If additional funds are not available, we may not be able to execute
our business plan or take advantage of business opportunities. Our ability to
obtain such additional financing and to achieve our operational goals is
uncertain. In the event that we do not obtain additional capital or are not able
to increase cash flow through the increase in revenues, our business may
fail.


Need
for additional specialized personnel.


Although
we are committed to the continued development and growth of our business, the
addition of specialized key personnel to assist Global Earth Energy in the
execution of our business model is necessary. It is possible that we will not be
able to locate and hire such specialized personnel on acceptable terms. We will
make every effort to recruit executives with proven experience and expertise as
needed to achieve our plan.


We
have only a token number of employees, and in order to grow our business we will
need to hire significant additional personnel.


We need
to hire, train and retain additional employees for all aspects of our business
if we are to achieve our goals. Our success will also depend on our ability to
attract and retain a staff of qualified personnel. Qualified individuals are in
high demand and are often subject to competing offers. We cannot be certain that
we will be able to attract and retain the qualified personnel we need for our
business. If we are unable to hire additional personnel as needed, it would have
a material adverse effect on us.


Dependence
on ability to market products and services.


Due to
our limited resources, the execution of our business model and sales and
marketing of our products and services has been limited to date. Our success is
dependent upon our ability to execute with such limited resources.


We
may not be able to develop a market for our products and services, which will
most likely cause our stock price to decline.


The
demand and price for our products and services will be based upon the existence
of markets for them. The extent to which we may gain a share of our intended
markets will depend, in part, upon the cost effectiveness and performance of our
products and services when compared to alternative products and services, which
may be conventional or heretofore unknown. If the products and services of other
companies provide more cost-effective alternatives or otherwise outperform our
products and services, the demand for our products and services may be adversely
affected. Our success will be dependent upon market acceptance of our products
and services. Failure of our products and services to achieve and maintain
meaningful levels of market acceptance would materially and adversely affect our
business, financial condition, results of operations and market penetration.
This would likely cause our stock price to decline.


We
may have difficulty in attracting and retaining management and outside
independent members to our board of directors as a result of their concerns
relating to their increased personal exposure to lawsuits and stockholder claims
by virtue of holding these positions in a publicly held company.


The
directors and management of publicly traded corporations are increasingly
concerned with the extent of their personal exposure to lawsuits and stockholder
claims, as well as governmental and creditor claims which may be made against
them, particularly in view of recent changes in securities laws imposing
additional duties, obligations and liabilities on management and directors. Due
to these perceived risks, directors and management are also becoming
increasingly concerned with the availability of directors and officers liability
insurance to pay on a timely basis the costs incurred in defending such claims.
We currently do not carry limited directors and officers liability insurance.
Directors and officers liability insurance has recently become much more
expensive and difficult to obtain. If we are unable to provide directors and
officers liability insurance at affordable rates or at all, it may become
increasingly more difficult to attract and retain qualified outside directors to
serve on our board of directors.


We may
lose potential independent board members and management candidates to other
companies that have directors and officers liability insurance to insure them
from liability or to companies that have revenues or have received greater
funding to date which can offer greater compensation packages. The fees of
directors are also rising in response to their increased duties, obligations and
liabilities as well as increased exposure to such risks. As a company with a
limited operating history and limited resources, we will have a more difficult
time attracting and retaining management and outside independent directors than
a more established company due to these enhanced duties, obligations and
liabilities.




10





Legislative
actions and potential new accounting pronouncements are likely to impact our
future financial position and results of operations.




There
have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and
there may potentially be new accounting pronouncements or additional regulatory
rulings, which will have an impact on our future financial position and results
of operations. The Sarbanes-Oxley Act of 2002 and other rule changes as well as
proposed legislative initiatives have increased our general and administrative
costs as we have incurred increased legal and accounting fees to comply with
such rule changes. Further, proposed initiatives are expected to result in
changes in certain accounting rules, including legislative and other proposals
to account for employee stock options as a compensation expense. These and other
potential changes could materially increase the expenses we report under
accounting principles generally accepted in the United States of America, and
adversely affect our operating results.


Proprietary
rights.




We intend
to closely monitor competing product introductions for any infringement of our
proprietary rights. We believe that, as the demand for products such as those
developed by Global Earth Energy increase, infringement of intellectual property
rights may also increase. If certain industry competitors infringe
on our proprietary rights, they may have substantially greater financial,
technical, and legal resources than we, which could adversely affect our ability
to defend our rights. In addition, we could incur substantial costs in defending
our rights.


Dependence
on key employees.


Our
business is dependent upon our senior executive officers, principally, Sydney
Harland, our president and Chief Executive Officer, who is responsible for our
operations, including marketing and business development, and Edmund Gorman, our
chief financial officer, secretary and treasurer. Should Messrs. Harland and/or
Gorman leave our employ, our business may be adversely affected. In the event of
future growth in administration, marketing, manufacturing and customer support
functions, we may have to increase the depth and experience of our management
team by adding new members. Our success will depend to a large degree upon the
active participation of our key officers, directors and employees. Loss of
services of any of the current officers and directors could have a significant
adverse effect on our operations and prospects. There can be no assurance that
we will be able to employ qualified persons on acceptable terms to replace
officers who become unavailable.


Certain
Nevada corporation law provisions could prevent a potential takeover, which
could adversely affect the market price of our common stock.


We are
incorporated in the State of Nevada. Certain provisions of Nevada corporate law
could adversely affect the market price of our common stock. Because Nevada
corporate law, NRS Sections 78.378 to 78.3793, contain provisions with respect
to acquisition of a controlling interest in a corporation, it would be more
difficult for someone to acquire control of the Company. Nevada corporate law
also discourages proxy contests making it more difficult for you and other
stockholders to elect directors other than the candidate or candidates nominated
by our board of directors.


Taxation
of dividends.


In the
absence of an applicable treaty between the United States and the government of
the country of which a stockholder is a citizen, if such stockholder is not a
United States citizen or a resident alien of the United States, pursuant to
United States income tax law, all dividends payable by the Company on our
capital stock to any such stockholder are subject to a withholding rate of 30
percent. As of the effective date of this report, there is no way to determine
which of our potential stockholders may be subject to the 30 percent withholding
requirement.


Financial
projections; distributions of cash.


Any
projections and related assumptions discussed in this report were based on
information about circumstances and conditions existing as of the date of this
report. The projections and estimated financial results are based on estimates
and assumptions that are inherently uncertain and, though considered reasonable
by us, are subject to significant business, economic, and competitive
uncertainties and contingencies, all of which are difficult to predict and many
of which are beyond our control. Accordingly, there can be no assurance that the
projected results will be realized or that actual results will not be
significantly lower than projected. We do not intend to update the projections.
The inherent uncertainties in results increase materially for years closer to
the end of the projected period. Neither we nor any other person or entity
assumes any responsibility for the accuracy or validity of the
projections.


Item 1A.Risk
Factors


Our
common stock is thinly traded, so you may be unable to sell at or near ask
prices or at all if you need to sell your shares to raise money or otherwise
desire to liquidate your shares.





11


Our
common stock has historically been sporadically or “thinly-traded” on the Over
the Counter Bulletin Board, meaning that the number of persons interested in
purchasing our common stock at or near ask prices at any given time may be
relatively small or non-existent. This situation is attributable to a number of
factors, including the fact that we are a small company which is relatively
unknown to stock analysts, stock brokers, institutional investors and others in
the investment community that generate or influence sales volume, and that even
if we came to the attention of such persons, they tend to be risk-averse and
would be reluctant to follow an unproven company such as ours or purchase or
recommend the purchase of our shares until such time as we became more seasoned
and viable.


As a
consequence, there may be periods of several days or more when trading activity
in our shares is minimal or non-existent, as compared to a mature issuer which
has a large and steady volume of trading activity that will generally support
continuous sales without an adverse effect on share price. It is possible that a
broader or more active public trading market for our common stock will not
develop or be sustained, or that current trading levels will
continue.


The
market price for our common stock is particularly volatile given our status as a
relatively unknown company with a small and thinly traded public float, limited
operating history and lack of net revenues which could lead to wide fluctuations
in our share price. The price at which you purchase our common stock may not be
indicative of the price that will prevail in the trading market.


The
market for our common stock is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
In fact, during the period from June 1, 2009 until August 31, 2009, the high and
low sale prices of a share of our common stock were $0.24 and $0.002,
respectively. The volatility in our share price is attributable to a number of
factors. First, as noted above, the shares of our common stock are sporadically
and/or thinly traded. As a consequence of this lack of liquidity, the trading of
relatively small quantities of shares by our stockholders may disproportionately
influence the price of those shares in either direction. The price for our
shares could, for example, decline precipitously in the event that a large
number of shares of our common stock are sold on the market without commensurate
demand, as compared to a seasoned issuer which could better absorb those sales
without adverse impact on its share price.


Secondly,
we are a speculative or “risky” investment due to our limited operating history
and lack of profits to date, and uncertainty of future market acceptance for our
products and services. As a consequence of this enhanced risk, more risk-adverse
investors may, under the fear of losing all or most of their investment in the
event of negative news or lack of progress, be more inclined to sell their
shares on the market more quickly and at greater discounts than would be the
case with the stock of a seasoned issuer.


You
may be unable to sell your common stock at or above your purchase price, which
may result in substantial losses to you.


The
following factors may add to the volatility in the price of our common stock:
actual or anticipated variations in our quarterly or annual operating results;
government regulations, announcements of significant acquisitions, strategic
partnerships or joint ventures; our capital commitments; and additions or
departures of our key personnel. Many of these factors are beyond our control
and may decrease the market price of our common stock, regardless of our
operating performance. We cannot make any predictions or projections as to what
the prevailing market price for our common stock will be at any time, including
as to whether our common stock will sustain its current market price, or as to
what effect that the sale of shares or the availability of common stock for sale
at any time will have on the prevailing market price.


Volatility
in our common stock price may subject the Company to securities
litigation.


The
market for our common stock is characterized by significant price volatility
when compared to seasoned issuers, and we expect that our share price will
continue to be more volatile than a seasoned issuer for the indefinite future.
In the past, plaintiffs have often initiated securities class action litigation
against a company following periods of volatility in the market price of its
securities. We may in the future be the target of similar litigation. Securities
litigation could result in substantial costs and liabilities and could divert
management’s attention and resources.


Existing
stockholders may experience significant dilution from the sale of our common
stock pursuant to the investment agreement.


The sale
of our common stock to Dutchess Private Equities Fund, Ltd. in accordance with
the Investment Agreement will have a dilutive impact on our shareholders. As a
result, our net income per share could decrease in future periods and the market
price of our common stock could decline. In addition, the lower our stock price
is at the time we exercise our put option, the more shares of our common stock
we will have to issue to Dutchess Private Equities Fund, Ltd. in order to
drawdown on the Equity Line. If our stock price decreases, then our existing
shareholders would experience greater dilution. The perceived risk of dilution
may cause our stockholders to sell their shares, which would contribute to a
decline in the price of our common stock. Moreover, the perceived risk of
dilution and the resulting downward pressure on our stock price could encourage
investors to engage in short sales of our common stock. By increasing the number
of shares offered for sale, material amounts of short selling could further
contribute to progressive price declines in our common stock.





12





Dutchess
Private Equities Fund, Ltd. will pay less than the then-prevailing market price
of our common stock which could cause the price of our common stock to
decline.


Our
common stock to be issued under the Investment Agreement will be purchased at a
seven percent (7%) discount to the lowest closing bid price during the five
trading days immediately following our notice to Dutchess Private Equities Fund,
Ltd. of our election to exercise our “put” right. Each issuance of shares of our
common stock will dilute the value of each share of common stock due to the
increase in the number of outstanding shares. Dutchess Private Equities Fund,
Ltd. has a financial incentive to sell our shares immediately upon receiving the
shares to realize the profit between the discounted price and the market price.
If Dutchess Private Equities Fund, Ltd. sells our shares, the price of our
common stock may decrease. If our stock price decreases, Dutchess Private
Equities Fund, Ltd. may have a further incentive to sell such shares.
Accordingly, the discounted sales price in the Investment Agreement may cause
the price of our common stock to decline.


Voting
control of our common stock is possessed by Betty-Ann Harland. Additionally,
this concentration of ownership could discourage or prevent a potential takeover
of Global Earth Energy that might otherwise result in your receiving a premium
over the market price for your common stock.


The
voting control of our common stock is in Betty-Ann Harland, our chairman and
wife of Sydney A. Harland, our president and Chief Executive Officer. Ms.
Harland owns 66,000 shares of our Series A preferred stock and 1,000,000 shares
of our Series B preferred stock. A holder of shares of our Series A preferred
stock is entitled to the number of votes equal to the number of shares of the
Series A preferred stock held by such holder multiplied by 200 on all matters
submitted to a vote of our stockholders. A holder of shares of the Series B
preferred stock is entitled to the number of votes equal to the number of shares
of the Series B preferred stock held by such holder multiplied by 500 on all
matters submitted to a vote of our stockholders. Consequently, as of the date of
this report, Ms. Harland had the right to vote 513,000,000 shares of our common
stock, a number in excess of our currently issued and outstanding shares of
common stock. The result of Ms. Harland’s voting control is that she has the
ability to control all matters submitted to our stockholders for approval and to
control our management and affairs, including extraordinary transactions such as
mergers and other changes of corporate control, and going private transactions.
Additionally, this concentration of voting power could discourage or prevent a
potential takeover of the Company that might otherwise result in your receiving
a premium over the market price for your common stock.


We
may need to raise additional capital. If we are unable to raise necessary
additional capital, our business may fail or our operating results and our stock
price may be materially adversely affected.


Because
we are a newly operational company, we need to secure adequate funding. If we
are unable to obtain adequate funding, we may not be able to successfully
develop and market our products and services and our business will most likely
fail. We do not have commitments for additional financing. To secure additional
financing, we may need to borrow money or sell more securities, which may reduce
the value of our outstanding securities. We may be unable to secure additional
financing on favorable terms or at all.


Selling
additional stock, either privately or publicly, would dilute the equity
interests of our stockholders. If we borrow more money, we will have to pay
interest and may also have to agree to restrictions that limit our operating
flexibility. If we are unable to obtain adequate financing, we may have to
curtail business operations, which would have a material negative effect on
operating results and most likely result in a lower stock price.


Our
issuance of additional common stock in exchange for services or to repay debt,
would dilute your proportionate ownership and voting rights and could have a
negative impact on the market price of our common stock.


Our board
may generally issue shares of common stock to pay for debt or services, without
further approval by our stockholders based upon such factors as our board of
directors may deem relevant at that time. For the past three years and for the
twelve month period ended August 31, 2009, we issued no common stock for debt.
For the past four years ended August 31, 2009, we issued a total of 30,872
shares in payment for services. It is likely that we will issue additional
securities to pay for services and reduce debt in the future. It is possible
that we will issue additional shares of common stock under circumstances we may
deem appropriate at the time.


The
elimination of monetary liability against our directors, officers and employees
under our articles of incorporation and the existence of indemnification rights
to our directors, officers and employees may result in substantial expenditures
by Global Earth Energy and may discourage lawsuits against our directors,
officers and employees.


Our
articles of incorporation contain provisions, which eliminate the liability of
our directors for monetary damages to the Company and our stockholders. Our
bylaws also require that we indemnify our officers and directors. We may also
have contractual indemnification obligations under our agreements with our
directors, officers and employees. The foregoing indemnification obligations
could result in the Company incurring substantial expenditures to cover the cost
of settlement or damage awards against directors, officers and employees, which
we may be unable to recoup. These provisions and resultant costs may also
discourage the Company from bringing a lawsuit against directors, officers and
employees for breaches of their fiduciary duties, and may similarly discourage
the filing of derivative litigation by our stockholders against our directors,
officers and employees even though such actions, if successful, might otherwise
benefit the Company and our stockholders.





13




Our
directors have the right to authorize the issuance of additional shares of our
preferred stock and additional shares of our common stock.


Our
directors, within the limitations and restrictions contained in our articles of
incorporation and without further action by our stockholders, have the authority
to issue shares of preferred stock from time to time in one or more series and
to fix the number of shares and the relative rights, conversion rights, voting
rights, and terms of redemption, liquidation preferences and any other
preferences, special rights and qualifications of any such series. We have no
intention of issuing additional shares of preferred stock at the present time.
Any issuance of additional shares of preferred stock could adversely affect the
rights of holders of our common stock.


Should we
issue additional shares of our common stock at a later time, each investor’s
ownership interest in our stock would be proportionally reduced. No investor
will have any preemptive right to acquire additional shares of our common stock,
or any of our other securities.


If
we fail to remain current on our reporting requirements, we could be removed
from the OTC Bulletin Board, which would limit the ability of broker-dealers to
sell our securities and the ability of stockholders to sell their securities in
the secondary market.


The
Company is traded on the OTC Bulletin Board, and as such, we must be current in
our reports under Section 13 of the Exchange Act, in order to maintain our price
quotation privileges on the OTC Bulletin Board. If we fail to remain current on
our reporting requirements, we could be removed from the OTC Bulletin Board. As
a result, the market liquidity for our securities could be adversely affected by
limiting the ability of broker-dealers to sell our securities and the ability of
stockholders to sell their securities in the secondary market.


Our
common stock is subject to the “penny stock” rules of the SEC and the trading
market in our securities is limited, which makes transactions in our stock
cumbersome and may reduce the value of an investment in our stock.


The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a “penny stock,” for the purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
Inasmuch as the current bid and ask price of our common stock is less than $5.00
per share, our shares are classified as “penny stock” under the rules of the
SEC. For any transaction involving a penny stock, unless exempt, the rules
require:


●
              That a broker or
      dealer approve a person’s account for transactions in penny stocks;
      and●
              The broker or dealer
      receives from the investor a written agreement to the transaction, setting
      forth the identity and quantity of the penny stock to be
    purchased.


In order
to approve a person’s account for transactions in penny stocks, the broker or
dealer must:


●
                Obtain financial
      information and investment experience objectives of the person;
    and●
                Make a reasonable
      determination that the transactions in penny stocks are suitable for that
      person and the person has sufficient knowledge and experience in financial
      matters to be capable of evaluating the risks of transactions in penny
      stocks.


The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the SEC relating to the penny stock market,
which, in highlight form:


●
                Sets forth the basis
      on which the broker or dealer made the suitability determination;
      and●
                That the broker or
      dealer received a signed, written agreement from the investor prior to the
      transaction.


Generally,
brokers may be less willing to execute transactions in securities subject to the
“penny stock” rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





14


Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.


The
market for penny stocks has suffered in recent years from patterns of fraud and
abuse.


Stockholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:




●
            Control of the
      market for the security by one or a few broker-dealers that are often
      related to the promoter or issuer;●
            Manipulation of
      prices through prearranged matching of purchases and sales and false and
      misleading press releases;●
            Boiler room
      practices involving high-pressure sales tactics and unrealistic price
      projections by inexperienced sales persons;●
            Excessive and
      undisclosed bid-ask differential and markups by selling broker-dealers;
      and●
            The wholesale
      dumping of the same securities by promoters and broker-dealers after
      prices have been manipulated to a desired level, along with the resulting
      inevitable collapse of those prices and with consequential investor
      losses.




Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our securities.
The occurrence of these patterns or practices could increase the volatility of
our share price.





Item
1B.Unresolved Staff
Comments





None


Item
2.Description of
Property.


Our
corporate office is located at 534 Delaware Avenue, Suite 412, Buffalo, New York
14202, which we rent at the rate of $250.00 per month. In addition, we use
approximately 400 square feet of office space at 5050 DeSorel, Suite 110
Montreal, Quebec, Canada H4P 1G5. We believe that all of our facilities are
adequate for at least the next 12 months. We expect that we could locate other
suitable facilities at comparable rates, should we need more space.


Item 3.Legal
Proceedings.


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 $77,815.68 in principal.  However, the Company believes
this judgment was not properly obtained and, therefore, intends to vigorously
defend itself against it.





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


None.


PART
II


Item 5.Market for Registant’s Common
Equity,  Related Stockholder Matters and Issuer Purchases of Equity
Securities.


Since
April 17, 2006, following the change in our corporate name from International
Development Corp. to Global Wataire, Inc., our common stock has been quoted on
the OTC Bulletin Board under the symbol “GWTE.OB.” Beginning in July 2001, until
December 9, 2004, our symbol was “OZLU.OB.” When we changed our corporate name
from Ozolutions, Inc. to International Development Corp. on December 9, 2004,
our symbol changed to “IDVL.OB.”  Subsequently when we changed our
corporate name to Global Earth Energy Inc. on February 5, 2008 our symbol
changed to “GEEG.” The following table sets forth, for the fiscal quarters
indicated, the high and low bid prices. These quotations reflect the closing
inter-dealer prices, without mark-up, mark-down or commission, and may not
represent actual transactions. In reviewing the quotations, you should take into
account that our common stock was the subject of a one for 1,000 reverse split
on April 14, 2006. See “Description of Business.” The effect of the reverse
split was that our shares following the reverse split on April 14, 2006 are
quoted at a price, which should be higher than that which obtained before the
reverse split.




15





High
            
            
            LowFiscal
      2007 Quarter Ended:November
      30, 2006
            
            $
            0.51
            
            
            $
            0.14February
      28, 2007
            
            $
            0.71
            
            
            $
            0.16May
      31, 2007
            
            $
            0.40
            
            
            $
            0.14August
      31, 2007
            
            $
            0.13
            
            
            $
            0.11Fiscal 2008 Quarter
      Ended:November
      30, 2007
            
            $
            0.13
            
            
            $
            0.08February
      29, 2008
            
            $
            0.10
            
            
            $
            0.07May
      31, 2008
            
            $
            0.295
            
            
            $
            0.025August
      31, 2008
            
            $
            0.30
            
            
            $
            0.13Fiscal 2009 Quarter
      Ended:November
      30, 2008
            
            $
            0.24
            
            
            $
            0.07February
      29, 2009
            
            $
            0.22
            
            
            $
            0.05May
      31, 2009
            
            $
            0.05
            
            
            $
            0.003August
      31, 2009
            
            $
            0.18
            
            
            $
            0.002





We
currently have 6,242,334 shares of our common stock outstanding. Our shares of
common stock are held by approximately 1,671 stockholders of record. The number
of record holders was determined from the records of our transfer agent and does
not include beneficial owners of our common stock whose shares are held in the
names of various securities brokers, dealers, and registered clearing agencies.
There is no trading market for the shares of our preferred stock.




We have
never declared or paid any cash dividends on our common stock. We do not
anticipate paying any cash dividends to stockholders in the foreseeable future.
In addition, any future determination to pay cash dividends will be at the
discretion of our board of directors and will be dependent upon our financial
condition, results of operations, capital requirements, and such other factors
as the board deem relevant.





Recent
Sales of Unregistered Securities


None.




Securities
Authorized for Issuance under Equity Compensation Plans




Plan
      Category
            
            Number
      of securities to be issued
              upon
      exercise of outstanding options, warrants and rights
            
            Weighted-average
      exercise price
              of
      outstanding options,
              warrants
      and rights
            
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))(a)
            
            (b)
            
            (c)Equity
      compensation plans approved by security holders
            
            3,040,000
            
            $.13/$.07
            
            -0-Equity
      compensation plans not approved by security holders
            
            -0-
            
            $-0-
            
            -0-Total
            
            -0-
            
            -0-
            
            -0-


Purchases
of Equity Securities by the Registrant and Affiliated Purchasers


There
were no purchases of our equity securities by the Company or any affiliated
purchasers during any month within the fourth quarter of the fiscal year covered
by this Annual Report.


Item
7.Management’s
Discussion and Analysis or Plan of Operation.


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 the Company 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 in
the circumstances.


16





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 the Company, 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 products and services develop and, if they do develop, the
      pace at which they develop;●
              Our
      ability to attract and retain the qualified personnel to implement our
      growth strategies;●
              Our
      ability to fund our short-term and long-term financing
    needs;●
              Competitive
      factors;●
              General
      economic conditions;●
              Changes
      in our business plan and corporate strategies; and●
              Other risks and
      uncertainties discussed in greater detail in the sections of this report,
      including those captioned “Risk Factors” and “Management’s Discussion and
      Analysis or Plan of Operations.” Readers are cautioned not to place undue
      reliance on the forward-looking statements contained herein, which speak
      only as of the date hereof. We believe the information contained in this
      Form 10-KSB to be accurate as of the date hereof. Changes may occur after
      that date. We will not update that information except as required by law
      in the normal course of our public disclosure practices.●
              Additionally, the
      following discussion regarding our consolidated financial condition and
      results of operations should be read in conjunction with the consolidated
      financial statements and related notes contained in Item 1 of Part I of
      this Form 10-K, as well as the consolidated financial statements in Item 7
      of Part II of our Form 10-KSB for the fiscal year ended August 31,
      2007.


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 as well as other pubic reports
filed with the United States Securities and Exchange Commission. 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.


Overview


Plan of
Operations. Our
proposed plan of operations for the next 12 months is to further develop our
plans to make acquisitions, achieve profitability and improve the availability
of working capital. We have identified the following steps in order to
accomplish the plan:


●
                First , we  must
      control and in some cases reduce general and administrative expenses while
      growing our business.●
                Second
      ,
      we  must find additional sources of working capital, through
      both debt and equity transactions, to fund our day to day operations as
      well as acquisitions.
  Profitability. Profitability
is directly dependent upon our ability to manage our business consistent with
our business strategy, which is described in “Description of Business” in this
report.


Results
of Operations


Since we
have made a significant change in our business and management, the results of
our previous operations may not be material to our future operations. However,
the previous results of operations may be relevant to an investor’s decision to
purchase shares of our common stock offered hereby. Any potential investor
should be aware that we have ceased all previous business and will focus on
trying to develop and market our advisory services or possible other business
opportunities.





17





Comparison
of consolidated results of operations for the years ended August 31, 2008 and
August 31, 2007


Revenue
for the year ending August 31, 2009 was $20,000. Revenues for the year ended
August 31, 2008 was $-0-. These revenues were professional services generated
from our subsidiary, Knightbridge Corp for assisting an unrelated party in
becoming a public company.  Cost of goods sold was $-0- for each of
the years ending August 31, 2009 and 2008, respectively. Gross profit was
$20,000 and $-0- for fiscal 2009 and 2008, respectively.


The net
loss for the year ended August 31, 2009 was $1,012,900 compared to a net loss of
$892,764 for the year ended August 31, 2008. Expenses for the year ended August
31, 2009 increased $140,136 over the year ended August 31, 2008. Increases in
total expenses can be directly attributable to consulting expense of $151,567,
an decrease in general and administrative costs of $77,037 and an increase in
interest expense of $62,556. Interest expense increased over fiscal 2008 as a
result of the increase in the outstanding balances owing to directors and a
stockholder.


Liquidity
and Capital Resources


Comparison
for the fiscal years ended August 31, 2009 and August 31, 2008


Our
operations used approximately $6,638 in cash during the year ended August 31,
2009. Cash required during the year ended August 31, 2009 came principally from
the proceeds from directors and stockholder advances in the amount of
$19,526.


In
pursuing our marketing and sale of our products under our new business plan, we
estimate our operational expenses during the next 12 months will be
approximately $3,500,000.


As
discussed by our accountants in the audited financial statements included in
this report, our revenues are currently insufficient to cover our costs and
expenses and our lack of sources of revenue raise substantial doubts about our
ability to continue as a going concern.


Pursuant
to this report, we are attempting to raise additional capital. In addition,
certain of our directors and stockholders may continue to provide the Company
with the funds needed to continue our development and operations. To the extent
our revenue shortfall exceeds our capital raising efforts and the willingness
and ability of our directors and stockholders to continue providing the Company
with the funds needed, we anticipate raising any necessary capital from other
outside investors coupled with bank or mezzanine lenders. As of the date of this
report, we have not entered into any negotiations with any third parties to
provide such capital.


We
anticipate that our current financing strategy of private debt and equity
offerings will meet our anticipated objectives and business operations for the
next 12 months. Subject to our ability to obtain adequate financing at the
applicable time, we may enter into definitive agreements on one or more of those
opportunities.


Regulation
S Offering in Europe


On
October 23, 2006, we began an offering of shares of our common stock to European
investors, pursuant to Regulation S promulgated under the Securities Act.
10,000,000 shares were offered at $0.50 per share. The shares were sold in the
offshore transactions to non-U.S. persons who were qualified investors and who
were deemed acceptable by the Company.


The
shares were sold on a “best efforts” basis on the Berlin Stock Exchange in
Berlin, Germany through various authorized selling agents. All cash payments for
the shares were immediately available for use by the Company without the use of
any escrow agent.


The
subscription period began on October 23, 2006 and terminated on January 31,
2007. On August 3, 2007 we added an additional 5,000,000 shares to the share
offering for a total of 15,000,000 shares to be offered on the Berlin Stock
Exchange. As a result of the offering the Company sold 13,678,165 shares and
raised $1,101,278 after stock issuance costs.


Application
of Critical Accounting Policies


Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
impact the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management’s application of accounting
policies. Critical accounting policies include revenue recognition and
impairment of long-lived assets.


We
recognize revenue in accordance with Staff Accounting Bulletin No.101, “Revenue
Recognition in Financial Statements.” Sales are recorded when products are
shipped to customers. Provisions for discounts and rebates to customers,
estimated returns and allowances and other adjustments are provided for in the
same period the related sales are recorded.




18





We
evaluate our long-lived assets for financial impairment on a regular basis in
accordance with Statement of Financial Accounting Standards No. 144, “Accounting
for the Impairment or Disposal of Long-Lived Assets” which evaluates the
recoverability of long-lived assets not held for sale by measuring the carrying
amount of the assets against the estimated discounted future cash flows
associated with them. At the time such evaluations indicate that the future
discounted cash flows of certain long-lived assets are not sufficient to recover
the carrying value of such assets, the assets are adjusted to their fair
values.


Stock-Based
Compensation


In
December 2002, the FASB issued FASB ASC 718 (prior authoritative
literature:  FASB Statement  No. 148 –
“Accounting  for Stock-Based Compensation - Transition and
Disclosure.”)  FASB ASC 718  also replaces  SFAS
No. 123 – “Accounting for Stock-Based Compensation,” which was amended by FASB
148 providing alternative methods of voluntarily transitioning to the fair
market value based method of accounting for stock based employee compensation.
FASB ASC 718 also requires disclosure of the method used to account for
stock-based employee compensation and the effect of the method in both the
annual and interim financial statements. The provisions of this statement
related to transition methods are effective for fiscal years ending after
December 15, 2002, while provisions related to disclosure requirements are
effective in financial reports for interim periods beginning after December 31,
2002.


We
elected to continue to account for stock-based compensation plans using the
intrinsic value-based method of accounting prescribed by APB No. 25, “Accounting
for Stock Issued to Employees,” and related interpretations. Under the
provisions of APB No. 25, compensation expense is measured at the grant date for
the difference between the fair value of the stock and the exercise
price.


Off-Balance
Sheet Arrangements


We do not
have any off-balance sheet arrangements.


Item
8.Financial
Statements.


The
financial statements and related notes are included as part of this Annual
Report as indexed in the appendix on page F-1 through F-14.


Item
9.Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure.


None.


Item 9A.Controls and
Procedures.





Evaluation
of Controls and Procedures


We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our
reports under the Securities Exchange Act of 1934, as amended, or the Exchange
Act is recorded, processed, summarized
and reported, within the time periods specified in the Securities Exchange
Commission’s rules and forms, including to ensure that information required to
be disclosed by us in the reports filed or submitted by us under the Exchange
Act is accumulated and communicated to our management, including our principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
Act.





As of
December 31, 2008, management conducted an evaluation, with the participation of
our Chief Executive Officer
and Interim Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on that evaluation,
management has concluded that as of December 31, 2008, our disclosure controls
and procedures were effective.





Changes
in Internal Controls


During
the last fiscal quarter, there have been no changes in our internal control over
financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.





Management’s
Report on Internal Control over Financial Reporting


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined
in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our
internal control over financial reporting is designed, under the supervision of
our chief executive and chief financial officers, and effected by our 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 accounting
principles generally accepted in the United States of America (GAAP). Our
internal control over financial reporting includes those policies and procedures
that:




19


●
              pertain
      to the maintenance of records that, in reasonable detail,accurately and
      fairly reflect the the transactions and dispositions of our
      asstes;●
              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with GAAP, and that our
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors;
  and●
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
  statements.




We
carried out an evaluation under the supervision, and with the participation of
our management, including our Chief
Executive Officer and Interim Chief Financial Officer, of the effectiveness of
our internal control over financial reporting as of August 31, 2009. This
evaluation was based on the framework in “Internal Control—Integrated Framework”
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
or COSO. All internal control systems, no matter how well designed, have
inherent limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with GAAP.




Based on
their evaluation our management concluded that internal control over financial
reporting was effective as of
December 31, 2008.




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





Item
9B.Other
Information.




The
Company has entered into the following material agreements, which are described
in Item 11: Executive Compensation, under the caption “Employment
Agreements:”


●
                Employment
      Agreement between the Company and Betty-Ann Harland dated October 1,
      2004●
                Employment
      Agreement between the Company and Sydney Harland dated August 23,
      2007●
                Employment
      Agreement between the Company and Edmund Gorman dated August 23,
      2007
  The
Company has entered into the following material agreement, which is described in
Item 1: Description of Business, under the caption “Transaction with Dutchess
Private Equities Fund, Ltd:”


●
              Investment
      Agreement between the Company and Dutchess Private Equities Fund,
      Ltd.
 
 PART
III


Item
10.Directors and
Executive Officers of the Registrant.


Executive
Officers and Directors


The
following table furnishes the information concerning our directors and
officers.





Name
            Age
            Position
            Director
      SinceBetty-Ann
      Harland
            58
            Chairman
            2004Sydney
      A. Harland
            59
            President,
      Chief Executive Officer and Director
            2006Edmund
      Gorman
            63
            Chief
      Financial Officer, Secretary and Director
            2006Robert
      Glassen
            62
            Director
            2006Arthur
      N. Kelly
            47
            Director
            2004Richard
      Proulx
            56
            Director
            2005Mark
      Hollingworth
            50
            Vice
      President
            N/A




20





The
members of our board of directors are subject to change from time to time by the
vote of the stockholders at special or annual meetings to elect directors. The
number of the directors may be fixed from time to time by resolution duly passed
by our board. Each director is elected for a period of one year at the annual
meeting of our stockholders, and will hold office for the term for which elected
and until his successor is elected and qualified or until his earlier death,
resignation or removal. Vacancies and newly created directorships resulting from
any increase in the number of authorized directors may generally be filled by a
majority of the directors then remaining in office. The directors elect officers
annually. Betty-Ann Harland and Sydney A. Harland are married. Otherwise, there
are no family relationships among our directors and officers.




We may
employ additional management personnel, as our board of directors deems
necessary. We have not identified or reached an agreement or understanding with
any other individuals to serve in management positions, but do not anticipate
any problem in employing qualified staff.




A
description of the business experience during the past several years for each of
our directors and executive officers is set forth below.




Betty-Ann Harland, Chairman of
the Board and Founder, has  over 30 years of experience in a variety
of senior management positions. Prior to joining our board, she was vice-
president of Ameri-can Equipment Sales and Leasing. From 1988 to 1995, she
worked in finance, insurance and sales consulting. Currently she is the COO of
Ameri-can Equipment & Leasing Inc. and the controlling shareholder of Global
Earth Energy.





Sydney A. Harland, President and member
of the Board of Directors has over 25 years of business experience, primarily in
management of new innovative product solutions, in the railway,
telecommunications, electrical utilities and mining industries. Mr. Harland is a
n entrepreneur who ran his own company, Ameri-can Equipment Sales & Leasing
Inc. for 20 years - until 2005. Between 1995 and 2000, Mr. Harland also worked
on a consulting basis for Ontario Power Generation's technology lab where he was
mandated to develop marketing and commercialization plans for OPG's
specialized technology and customer service offerings. In 1998 he co-founded ARS
Networks and served as chairman, president and chief executive officer on a
consulting basis. ARS was a fully reporting publicly traded company that was
engaged in the design and development of advanced railway communications and
data management systems. He holds two patents and has been elected a member of
the Canadian Institute of Marketing and the American Railway Engineering and
Maintenance-of-Way Association.





Edward J. Gorman, Chief Financial
Officer and Director of the Board has over 30 years of progressive experience in
corporate finance, organizational development and strategic planning. In 1973 he
joined Deloite Touche and in 1978 moved to Morrison Knudsen Corporation in
Boise, Idaho, where he worked for almost 20 years in various executive
positions, starting with the company as international legal and tax counsel he
rose to become Chief Financial Officer And Treasurer. In 1995, Mr. Gorman joined
American Ecology Corporation of Houston, Texas, a NASDAQ company specializing in
nuclear, medical waste and hazardous waste disposal, serving first as a Chief
Financial Officer and then President and Chief Operating Officer. In 1997,
Mr. Gorman founded E.J. Gorman & Associates, a financial and legal
consulting firm specializing in project financing, company start-ups and
organizational development. He holds degrees of Bachelor of Science and Doctor
of Jurisprudence from the University of Oregon and a Post Doctorate (L.L.M.) in
Law from New York University .





Robert Glassen, member of the
Board of Directors served as a member of the Florida House of Representatives
Staff, House Natural Resources Committee, Tallahassee, Florida. In 1978 he
joined Dames & Moore, Boca Raton, Florida, as a Senior Geologist. In 1985,
he joined O.H. Materials Corporation (OHM) as a Regional Manager. In 1990 he
joined Steffen, Robertson and Kirsten US, Inc. (a company specializing in
environmental and engineering consulting for the mining industry) as executive
vice-president and chief operating officer. In 1993 he was recruited by Ogden
Environmental where he was a vice president and general manager of their Oak
Ridge, Tennessee office. In 1997, he joined SCIENTECH, Inc. where he served as a
general manager of Grant Environmental, general manager of the Utility Security
Services Division, and vice president, sales and marketing on assignment with
Ontario Power Generation's Kinectrics subsidiary. From 2002 to present, he
was president of Timberline Ridge Consulting, where he was a consultant to
Enertech (a division of Curtiss Wright) identifying opportunities and executing
nationwide sales of engineering and technical service to U.S. nuclear power
plants. He holds degrees of Bachelor of Arts from Villanova University of
Pennsylvania, a Masters degree from the University of Virginia and has completed
post graduate studies in geology at Florida State University
..





Arthur N. Kelly, member of the
Board of Directors has 20 years of marketing, sales and management experience
and is currently vice president of sales-North America for ELTEK Energy where he
is responsible for the development and growth of all ELTEK Energy sales in the
U.S and Canadian markets. He attended Concordia University in Montreal
where he earned his bachelor of business administration degree. Mr. Kelly held
various sales and management positions with Marconi Communications from 1988 to
2001 where he was responsible for sales of power generation and
communication supplies to major North American communications companies. Mr.
Kelly was a sales a manager for S.N.P Associates in France from 1986 to 1988 and
also district sales manager for Pylon Electronics in Montreal, Quebec from 1985
to 1986.





Richard Proulx, member of the
Board of Directors has a background in marketing and sales and presently is
director of sales of Cash Acme, Canada, a division of Reliance Manufacturing, a
world-wide Australian based specialty water valve manufacturer supplying its
products to the commercial and residential building industry. Prior to joining
Cash Acme, Canada , Mr. Proulx was North American sales manager for Reliance
Manufacturing's product launch and North American distribution network. From
1998 to 2002, he was general sales manager of IIG Specialties responsible for
introducing new industrial products to the North American market and managing
U.S and Canadian sales operations for existing product lines. From 1985 to 1997,
Mr. Proulx was president and founder o f Terval Sales and Services, a plumbing
and heating manufacturer's sales agency in Toronto. He received his C.E.T. in
mechanical building sciences from St. Laurent College in 1974 and his
diplomas in business administration from Vanier College in
1976.




21




Mark Hollingworth, VP of
Strategic Affairs is the founder of 5i Strategic Affairs, a management
consulting firm specializing in leading and facilitating the strategic planning
and implementation process for blue chip and promising start up companies.
Recent clients have included the Government of Canada, Hydro-Quebec, Ivaco Inc,
Kruger Inc, McGill University, Option Consommateurs, Setym International,
and many other smaller companies and start-ups. Mr. Hollingsworth also lectures
at McGill University where he teaches Strategic Management/Leadership,
Technological Entrepreneurship and Technology Impact Assessment in several
different faculties. He is the author of the book “ Growing People, Growing
Companies” and has also had articles published in the Globe & Mail and
the Ivey Business Journal. Mr. Hollingsworth is responsible for market research
and development.


Committees
of the Board of Directors


Compensation Committee. Our
board of directors has created a compensation committee which makes
recommendations to the board of directors concerning salaries and compensation
for our executive officers and employees. The members of the committee are
Arthur Kelly, as chairman, and Richard Proulx. We have adopted a charter for the
compensation committee.


Audit Committee. Our board of
directors has created an audit committee which is directly responsible for the
appointment, compensation, and oversight of the work of any registered public
accounting firm employed by the Company (including resolution of disagreements
between our management and the auditor regarding financial disclosure) for the
purpose of preparing or issuing an audit report or related work. The audit
committee also reviews and evaluates our internal control functions. The members
of the committee are Arthur Kelly, as chairman, and Richard Proulx. We have
adopted a charter for the audit committee.


Audit
committee members shall meet the requirements of the National Association of
Securities Dealers and the criteria set forth below. The audit committee shall
be comprised of two or more directors as determined by the board of directors,
each of whom shall be independent non-executive directors, free from any
relationship that would interfere with the exercise of his independent judgment.
All members of the audit committee shall have a basic understanding of finance
and accounting and be able to read and understand fundamental financial
statements, and at least one member of the audit committee shall have accounting
or related financial management expertise.


Specifically,
the audit committee:


●
                Review and reassess
      the adequacy of its charter at least annually. Submit the charter to the
      board of directors for approval and have the document published at least
      every three years in accordance with the Securities and Exchange
      Commission regulations.●
                Review
      our annual audited financial statements prior to filing or distribution.
      Review should include discussion with management and independent auditors
      of significant issues regarding accounting principles, practices and
      judgments.●
                In
      consultation with the management and the independent auditors, consider
      the integrity of the Company’s financial reporting processes and controls.
      Discuss significant financial risk exposures and the steps management has
      taken to monitor, control and report such exposures. Review significant
      findings prepared by the independent auditors together with management’s
      responses including the status of previous
  recommendations.●
                The
      independent auditors are ultimately accountable to the audit committee and
      the board of directors. The audit committee shall review the independence
      and performance of the auditors and annually recommend to the board of
      directors the appointment of the independent auditors or approve any
      discharge of auditors when circumstances warrant.●
                Approve
      the fees and other significant compensation to be paid to the independent
      auditors.●
                On
      an annual basis, the audit committee should review and discuss with the
      independent auditors all significant relationships they have with the
      Company that could impair the auditors’ independence.●
                Review the
      independent auditors’ audit plan, and discuss scope, staffing, locations,
      reliance upon management and internal audit and general audit
      approach.●
                Prior to releasing
      the year-end earnings, discuss the results of the audit with the
      independent auditors. Discuss certain matters required to be communicated
      to audit committees in accordance with the American Institute of Certified
      Public Accountants Statement of Auditing Standards No. 61.●
                Consider the
      independent auditors’ judgment about the quality and appropriateness of
      our accounting principles as applied in its financial
  reporting.
  22





The
members of the audit committee are independent as defined under Rule 4200(a)(15)
of the NASD’s listing standards.


Our board
of directors has determined that Mr. Kelly is a financial expert. In addition,
Mr. Kelly is independent, as that term is used in Item 7(d)(3)(iv) of Schedule
14A under the Securities Exchange Act of 1934. In order to be considered to be
independent, a member of an audit committee of a listed issuer that is not an
investment company may not, other than in his or her capacity as a member of the
audit committee, the board of directors, or any other board
committee:


●
              Accept directly or
      indirectly any consulting, advisory, or other compensatory fee from the
      issuer or any subsidiary thereof, provided that, unless the rules of the
      national securities exchange or national securities association provide
      otherwise, compensatory fees do not include the receipt of fixed amounts
      of compensation under a retirement plan (including deferred compensation)
      for prior service with the listed issuer (provided that such compensation
      is not contingent in any way on continued service); or●
              Be
      an affiliated person of the issuer or any subsidiary
    thereof.
 
 As
defined by the Exchange Act, an audit committee financial expert means a person
who has the following attributes:


●
              An
      understanding of generally accepted accounting principles and financial
      statements;●
              The
      ability to assess the general application of such principles in connection
      with the accounting for estimates, accruals and
  reserves;●
              Experience
      in preparing, auditing, analyzing or evaluating financial statements that
      present a breadth and level of complexity of accounting issues that are
      generally comparable to the breadth and complexity of issues that can
      reasonably be expected to be raised by our financial statements, or
      experience actively supervising one or more persons engaged in such
      activities;●
              An
      understanding of internal controls and procedures for financial reporting;
      and●
              An
      understanding of audit committee functions.
 Mr. Kelly
has acquired the status of financial expert through experience actively
supervising a principal financial officer, principal accounting officer,
controller, public accountant, auditor or person performing similar functions,
and overseeing or assessing the performance of companies or public accountants
with respect to the preparation, auditing or evaluation of financial
statements.
  Nominating Committee. Our
board of directors has created a nominating committee which exercises the power
and authority to recommend the appropriate size and composition of our board,
nominees for election to our board, and nominees for election to the committees.
We have not yet formed the committee. We have adopted a charter for the
nominating committee.


Executive Committee. Our
board of directors has created an executive committee which exercises all the
powers and authority of our board between regular or special meetings of the
board in the management of our business and affairs, except to the extent
limited by Nevada law. We have not yet formed the committee. We have adopted a
charter for the executive committee.


Section
16(a) Beneficial Ownership Reporting Compliance


Under
Section 16(a) of the Exchange Act, our directors and certain of our officers,
and persons holding more than 10 percent of our common stock are required to
file forms reporting their beneficial ownership of our common stock and
subsequent changes in that ownership with the United States Securities and
Exchange Commission. Such persons are also required to furnish Global Earth
Energy with copies of all forms so filed.


Based
solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and
amendments thereto furnished to us, we believe that as of the date of this
report, our executive officers, directors and greater than 10 percent beneficial
owners complied on a timely basis with all Section 16(a) filing
requirements.


Code
of Ethics


We have
adopted a code of ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. The code of ethics is designed to deter
wrongdoing and to promote:


●
              Honest and ethical
      conduct, including the ethical handling of actual or apparent conflicts of
      interest between personal and professional
  relationships;  23
  ●
                Full, fair,
      accurate, timely, and understandable disclosure in reports and documents
      that we file with, or submit to, the SEC and in other public
      communications made by the Company;●
                Compliance with
      applicable governmental laws, rules and regulations;●
                The prompt internal
      reporting of violations of the code to an appropriate person or persons
      identified in the code; and●
                Accountability for
      adherence to the code.


We will
provide to any person without charge, upon request, a copy of our code of
ethics. Any such request should be directed to our corporate secretary at 534
Delaware Avenue, Suite 412, Buffalo, New York 14202, telephone ( 910) 616-0077 .


Item
11.Executive
Compensation.


The
following table provides certain summary information concerning the compensation
earned by the named executive officers (determined as of the end of the last
fiscal year) for services rendered in all capacities to Global Earth Energy and
our subsidiaries for the fiscal years ended August 31, 2009, 2008 and
2007.


Summary
Compensation Table


Annual
      Compensation
            Long
      Term CompensationAwards
            PayoutsName
      and Principle Position
            Year
            Salary
            Bonus
            Other
      Annual Compensation
            Restricted
      Stock
              Award(s)
      (US$)
            Securities
      Underlying Options/SARs (#)
            LTIP
      Payouts (US$)Sydney
      Harland
            2009
            0
            0
            $247,000
            0
            0
            0Chief
      Executive Officer
            2008
            0
            0
            $247,000
            0
            0
            0and
      Director
            2007
            0
            0
            $334,333
            0
            500,000
            0Betty
      Harland Chairman (1)
            2009
            0
            0
            $232,000
            0
            0
            0and
      Director
            2008
            0
            0
            $232,000
            0
            0
            02007
            0
            0
            $237,000
            0
            0
            0Edmund
      Gorman
            2009
            N/A
            N/A
            $157,500
            N/A
            0
            N/AChief
      Financial Officer
            2008
            N/A
            N/A
            $157,500
            N/A
            0
            N/A2007
            N/A
            N/A
            $63,000
            N/A
            500,000
            N/AMark
      Hollingworth
            2009
            0
            0
            0
            0
            0
            0Vice
      President
            2008
            0
            0
            0
            0
            0
            02007
            0
            0
            0
            0
            0
            0




(1)
            Ms.
      Harland’s employment contract commenced on October 1,
  2004.


We have
no long-term incentive compensation plans for our executive officers and
employees. In addition, we do not award stock appreciation rights or long term
incentive plan pay-outs


On August
23, 2007 the Company entered in employment contracts with Messrs Harland and
Gorman


Options
Granted In First Quarter of Fiscal 2008


Compensation
of Directors


In the
fiscal year ended August 31, 2008, we paid $-0-each to our non-employee
directors as compensation for their services as directors. On July 25, 2007,
each member of the Board of Directors was granted as compensation for services,
options to buy 500,000 shares of the Company’s common stock at the last quoted
common stock offering price as of that day.





24





Employment
Agreements


On
October 1, 2004, the Company executed an agreement with Ms. Harland whereby she
would perform various consulting services to the Company for a period of five
years commencing on October 1, 2004. Our board of directors will review this
agreement from time to time.


On August
23, 2007 the Company entered into an employment agreement with Mr. Harland to
serve as President and Chief Executive Officer for a period of 5 years. On the
same date the Company entered into an employment agreement with Mr. Gorman to
serve as Chief Financial Officer for a period of 2 years.


Item
12.Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.


The
following table presents information regarding the beneficial ownership of all
shares of our common stock by:


●
              Each
      person who owns beneficially more than five percent of the outstanding
      shares of our common stock;●
              Each
      person who owns beneficially outstanding shares of our preferred
      stock;●
              Each
      director;●
              Each
      named executive officer; and●
              All
      directors and officers as a group.


Name
      of Beneficial Owner (1)
            Shares
      of Common Stock
              Beneficially
      Owned (2)
            Shares
      of Preferred Stock
              Beneficially
      Owned (2)Number
            Percent
            Number
            PercentBetty-Ann
      Harland (3) (5)
      (6)
            50,000
            25
            1,000,000
            100Betty-Ann
      Harland (4) (5)
      (6)
            -0-
            -0-
            66,000
            66Sydney
      A. Harland (5)
            -0-
            -0-
            -0-
            -0-Edmund
      Gorman
            -0-
            -0-
            -0-
            -0-Robert Glassen
            -0-
            -0-
            -0-
            -0-Arthur
      N. Kelly
            -0-
            -0-
            -0-
            -0-Richard
      Proulx
            -0-
            -0-
            -0-
            -0-Mark
      Hollingworth
            -0-
            -0-
            -0-
            -0-All
      officers and directors as a group (seven persons)
            50,000
            25
            1,066,000


(1)Unless otherwise
indicated, the address for each of these stockholders is c/o Global Earth
Energy, 534 Delaware Avenue, Suite 412, Buffalo, New York 14202. Also, unless
otherwise indicated, each person named in the table above has the sole voting
and investment power with respect to our shares of common stock which he
beneficially owns.




(2)Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission. As of the date of this report, there were issued and outstanding
23,483,403 shares of our common stock, 66,000 shares of our Series A preferred
stock, 1,000,000 shares of our Series B preferred Stock and -0- of our Series C
preferred stock and -0- of our Series D preferred stock.




(3)Series B preferred
stock.




(4)Series A preferred
stock.




(5)Mr. Harland and Ms.
Harland are married.




(6)Betty-Ann Harland is
chairman of our board of directors. She holds 5,000,000 shares of our common
stock, 66,000 shares of our Series A preferred stock and 1,000,000 shares of our
Series B preferred stock, the ownership of which gives her the power to vote
513,000,000 shares of our common stock, which number exceeds the majority of the
issued and outstanding shares of the common stock on the date of this
report.





25




Other as
stated above:


●
                There
      are no arrangements, known to us, including any pledge by any person of
      our securities, the operation of which may at a subsequent date result in
      a change in control of the Company; and●
                There
      are no arrangements or understandings among members of both the former and
      the new control groups and their associates with respect to election of
      directors or other
matters.
  Item 13.Certain Relationships and Related
Transactions.





None


Item 14.Principal Accountant Fees and
Services.


Audit
Fees


The
aggregate fees billed by Rotenberg & Company, LLP for professional services
rendered for the audit of our annual financial statements for fiscal year ended
August 31, 2008 were $30,500.





The
aggregate fees billed by EFP Rotenberg LLP, successor to Rotenberg &
Company, LLP for professional services rendered for the audit of our annual
financial statements for fiscal year ended August 31, 2009 were
$31,500.





Audit
Related Fees


The
aggregate audit-related fees billed by Rotenberg & Company, LLP for
professional services rendered for the audit of our annual financial statements
for fiscal year ended August 31, 2008 were $8,062 for review of the SEC comment
letter response.





The
aggregate audit-related fees billed by EFP Rotenberg LLP, successor to Rotenberg
& Company, LLP  for professional services rendered for the audit
of our annual financial statements for fiscal year ended August 31, 2009 were
$5,089 for proceedures associated with restatements of 10-K/A for August 31,
2008 and 10-QSB/A for November 30, 2008 and February 28, 2009.


Tax
Fees


The
aggregate tax fees billed by Rotenberg & Company, LLP for professional
services rendered for tax services for fiscal year ended August 31, 2008 were
$5,410.77.


The
aggregate tax fees billed by EFP Rotenberg LLP, successor to Rotenberg &
Companay, LLP  for professional services rendered for tax services for
fiscal year ended August 31, 2009 were $2,500.





All
Other Fees


There
were no other fees billed by Rotenberg & Company, LLP for professional
services rendered during the fiscal years ended August 31, 2009 and 2008, other
than as stated under the captions Audit Fees, Audit-Related Fees, and Tax
Fees.





Part
IV





Item
15.Exhibits.




Exhibit
      No.
            Identification
      of Exhibit3.1
            Articles of
      Incorporation3.2
            Bylaws (1)14
            Code of Ethics (2)23.1
            Consent of
      Independent Certified Public Accountants.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.





(1)
Incorporated by reference to Form 10SB12G filed on August 15, 2000 (File No.
000-31343)


(2)
Incorporated by reference from Form 10KSB filed on January 30, 2006 (File No.
000-31343




26





SIGNATURES


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





Dated:
      December 4, 2009By  /s/
      Sydney A. HarlandSydney
      A. Harland,Chief
      Executive OfficerBy  /s/
      Edmund J. GormanEdmund
      J. Gorman,Chief
      Financial Officer


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




Signature
            Title
            Date/s/
      Sydney A. Harland
              Sydney
      A. Harland
            President,
              Chief
      Executive Officer and Director
            December
      4, 2009/s/
      Edmund J. Gorman
              Edmund
      J. Gorman
            Chief
      Financial Officer,
              Secretary
      and Director
            December
      4, 2009/s/
      Betty-Ann Harland
              Betty-Ann
      Harland
            Chairman
            December
      4, 2009/s/
      Robert Glassen
              Robert
      Glassen
            Director
            December
      4, 2009/s/
      Arthur N. Kelly
              Arthur
      N. Kelly
            Director
            December
      4, 2009/s/
      Richard Proulx
              Richard
      Proulx
            Director
            December
      4, 2009





27





GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 FINANCIAL
REPORTS
 AT
 August
31, 2009
 
  
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 TABLE OF
    CONTENTSConsolidated Balance
      Sheets at August 31, 2009 and 2008
                F-2Consolidated
      Statements of Changes in Stockholders’ Deficit for the Years
      Ended August 31, 2009 and 2008
                F-3Consolidated
      Statements of Operations for the Years Ended August
      31, 2009 and 2008
                F-4Consolidated
      Statements of Cash Flows for the Years Ended August
      31, 2009 and 2008
                F-5Notes to
      Consolidated Financial Statements
                F-6 -
  F-14
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the
Board of Directors and
 Stockholders
of Global Earth Energy, Inc. 534 Delaware Avenue
 Suite
412
 Buffalo,
New York 14202
 As
successor by merger, effective October 1, 2009, of the registered public
accounting firm Rotenberg & Co., LLP,we have audited the accompanying consolidated balance sheets of Global
Earth Energy, Inc. as of August 31, 2009 and 2008, and the related statements of
operations, changes in stockholders' deficit, and cash flows for the years then
ended. Global Earth Energy, Inc.'s management is responsible for these
consolidated financial statements. Our responsibility is to express an opinion
on these financial statements based on our audits.
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Global Earth Energy, Inc. as of
August 31, 2009 and 2008, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note E to the
consolidated financial statements, the Company's significant operating losses
raise substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 EFP
Rotenberg, LLP
 Rochester,
New York
 December
7, 2009
    F-1
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
  CONSOLIDATED
      BALANCE SHEETSAugust
      31,
                              
                              2009
                              
                              
                              2008ASSETSCurrent
      AssetsCash
      and Cash Equivalents
                              
                              $
                              13,897
                              
                              
                              $
                              1,009LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccrued
      Expenses
                              
                              $
                              316,312
                              
                              
                              
                              183,968Accrued
      Compensation - Directors
                              
                              
                              1,613,311
                              
                              
                              
                              976,811Due
      to Directors
                              
                              
                              369,961
                              
                              
                              
                              350,435Total
      Liabilities
                              
                              
                              2,299,584
                              
                              
                              
                              1,511,214Stockholders'
      DeficitCommon
      Stock:  $.10 Par; 800,000,000 Shares Authorized;6,272,334
      and 264,834, Issued and 6,242,334
                              
                              
                              624,233
                              
                              
                              
                              23,483and
      234,834 Outstanding, respectivelyCommon
      Stock, Class B:  $.001 Par; 50,000 Shares
      Authorized;-0-
      Issued and Outstanding
                              
                              
                              ––
                              
                              
                              
                              ––Preferred
      Stock, Class A:  $.001 Par; 1,000,000 Shares
      Authorized;96,000
      and 66,000 Issued andOutstanding,
      respectively
                              
                              
                              96
                              
                              
                              
                              66Preferred
      Stock, Class B:  $.001 Par; 5,000,000 Shares
      Authorized;1,000,000
      Issued and Outstanding
                              
                              
                              1,000
                              
                              
                              
                              1,000Preferred
      Stock, Class C:  $.001 Par; 15,000,000 Shares
      Authorized;1,000,000
      and -0- Issued and Outstanding, respectively
                              
                              
                              1,000
                              
                              
                              
                              ––Preferred
      Stock, Class D:  $.001 Par; 13,000,000 Shares
      Authorized;-0-
      Issued and Outstanding
                              
                              
                              ––
                              
                              
                              
                              ––Additional
      Paid-In Capital
                              
                              
                              3,892,458
                              
                              
                              
                              4,256,820Accumulated
      Deficit
                              
                              
                              (6,801,474
                              )
                              
                              
                              (5,788,574
                              )Treasury
      Stock – 3,000,000 Shares at Cost
                              
                              
                              (3,000
                              )
                              
                              
                              (3,000
                              )Total
      Stockholders' Deficit
                              
                              
                              (2,285,687
                              )
                              
                              
                              (1,510,205
                              )Total
      Liabilities and Stockholders' Deficit
                              
                              $
                              13,897
                              
                              
                              $
                              1,009
    F-2
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
  STATEMENT
      OF CHANGES IN STOCKHOLDERS’ DEFICITCommon
                              
                              
                              Preferred
      Stock
                              
                              
                              Additional
                              
                              
                              
                              
                              
                              Treasury
                              
                              
                              TotalStock
                              
                              
                              ($.001
      Par)
                              
                              
                              Paid
      - In
                              
                              
                              Accumulated
                              
                              
                              Stock
                              
                              
                              Stockholders’($.10
      Par)
                              
                              
                              Class
      A
                              
                              
                              Class
      B
                              
                              
                              Class
      C
                              
                              
                              Capital
                              
                              
                              Deficit
                              
                              
                              at
      Cost
                              
                              
                              DeficitBalance
      - August 31, 2007
                              
                              $
                              20,191
                              
                              
                              $
                              66
                              
                              
                              $
                              1,000
                              
                              
                              $
                              —
                              
                              
                              $
                              4,103,631
                              
                              
                              $
                              (4,895,810
                              )
                              
                              $
                              (3,000
                              )
                              
                              $
                              (773,922
                              )Common
      Stock Issued in Exchange for Services Rendered
                              
                              
                              21
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,479
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,500Common
      Stock Issued for Cash
                              
                              
                              3,271
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              150,710
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              153,981Acquisition
      of Common Stock into Treasury Stock
                              
                              
                              (3,000
                              )
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              6,000
                              
                              
                              
                              —
                              
                              
                              
                              (3,000
                              )
                              
                              
                              —Net
      Loss
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              (892,764
                              )
                              
                              
                              —
                              
                              
                              
                              (892,764
                              )Balance
      - August 31, 2008
                              
                              $
                              23,483
                              
                              
                              $
                              66
                              
                              
                              $
                              1,000
                              
                              
                              $
                              —
                              
                              
                              $
                              4,256,820
                              
                              
                              $
                              (5,788,574
                              )
                              
                              $
                              (3,000
                              )
                              
                              $
                              (1,510,205
                              )Compensation
      Expense – Stock Options
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,800
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,800Common
      Stock Issued in Exchange for Services Rendered
                              
                              
                              500
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              79,500
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              80,000Common
      Stock Issued for Services Never Rendered
                              
                              
                              250
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              250Preferred
      Stock Issued in Payment of Debt
                              
                              
                              —
                              
                              
                              
                              60
                              
                              
                              
                              —
                              
                              
                              
                              1,000
                              
                              
                              
                              153,308
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              154,368Preferred
      Stock Converted to Common
                              
                              
                              600,000
                              
                              
                              
                              (30
                              )
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              (599,970
                              )
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —Net
      Loss
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              (1,012,900
                              )
                              
                              
                              —
                              
                              
                              
                              (1,012,900
                              )Balance
      - August 31, 2009
                              
                              $
                              624,233
                              
                              
                              $
                              96
                              
                              
                              $
                              1,000
                              
                              
                              $
                              1,000
                              
                              
                              $
                              3,892,458
                              
                              
                              $
                              (6,801,474
                              )
                              
                              $
                              (3,000
                              )
                              
                              $
                              (2,285,687
                              )
    F-3
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 STATEMENTS
      OF OPERATIONSFor
      the Years Ended August 31,
                              
                              2009
                              
                              
                              2008Revenues,
      Net
                              
                              $
                              20,000
                              
                              
                              $
                              —Cost
      of Goods Sold
                              
                              
                              —
                              
                              
                              
                              —Gross
      Profit
                              
                              
                              20,000
                              
                              
                              
                              ––ExpensesBad
      Debt
                              
                              
                              250
                              
                              
                              
                              ––Compensation
      Expense – Stock Options
                              
                              
                              2,800
                              
                              
                              
                              ––Consulting
      Fees
                              
                              
                              753,567
                              
                              
                              
                              602,000General
      and Administrative
                              
                              
                              118,499
                              
                              
                              
                              195,536Interest
      Expense
                              
                              
                              157,784
                              
                              
                              
                              95,228Total
      Expenses
                              
                              
                              1,032,900
                              
                              
                              
                              892,764Loss
      from Operations BeforeProvision
      for Taxes
                              
                              
                              (1,012,900
                              )
                              
                              
                              (892,764
                              )Provision
      for Taxes
                              
                              
                              —
                              
                              
                              
                              —Net
      Loss
                              
                              $
                              (1,012,900
                              )
                              
                              $
                              (892,764
                              )Weighted
      Average Number ofCommon
      Shares Outstanding -Basic
      and Diluted
                              
                              
                              569,855
                              
                              
                              
                              232,344Net
      Loss Per Common Share -Basic
      and Diluted
                              
                              $
                              (1.78
                              )
                              
                              $
                              (3.84
                              )
    F-4
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 CONSOLIDATED
      STATEMENTS OF CASH FLOWSYears
      Ended August 31,
                              
                              2009
                              
                              
                              2008Cash
      Flows from Operating ActivitiesNet
      Loss
                              
                              $
                              (1,012,900
                              )
                              
                              $
                              (892,764
                              )Non-Cash
      Adjustments:Bad
      Debt – Proceeds from Stock Purchase
                              
                              
                              250
                              
                              
                              
                              —Interest
      on Directors/Stockholder Loans
                              
                              
                              146,632
                              
                              
                              
                              95,228Common
      Stock Issued In Exchange for Services Rendered
                              
                              
                              80,000
                              
                              
                              
                              2,500Compensation
      Expense – Stock Options
                              
                              
                              2,800
                              
                              
                              
                              ––Changes
      in Assets and Liabilities:Accounts
      Payable
                              
                              
                              ––
                              
                              
                              
                              (21,861
                              )Accrued
      Expenses
                              
                              
                              140,080
                              
                              
                              
                              54,923Accrued
      Compensation - Directors
                              
                              
                              636,500
                              
                              
                              
                              415,833Net
      Cash Flows from Operating Activities
                              
                              
                              (6,638
                              )
                              
                              
                              (346,141
                              )Cash
      Flows from Investing Activities
                              
                              
                              —
                              
                              
                              
                              —Cash
      Flows from Financing ActivitiesProceeds
      from Issuance of Regulation S Shares
                              
                              
                              ––
                              
                              
                              
                              153,981Advances
      from (Repayment) to Directors - Net
                              
                              
                              19,526
                              
                              
                              
                              (4,424
                              )Net
      Cash Flows from Financing Activities
                              
                              
                              19,526
                              
                              
                              
                              149,557Net
      Change in Cash and Cash Equivalents
                              
                              
                              12,888
                              
                              
                              
                              (196,584
                              )Cash
      and Cash Equivalents - Beginning of Year
                              
                              
                              1,009
                              
                              
                              
                              197,593Cash
      and Cash Equivalents - End of Year
                              
                              $
                              13,897
                              
                              
                              $
                              1,009Supplemental
      Disclosures of Non-Cash Investing and Financing
      ActivitiesPreferred
      Stock Issued in Payment of Debt
                              
                              
                              154,368
                              
                              
                              
                              —
  
 F-5
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
A - The
Company
 International
Development Corp. (“IDC”) was formed on October 22, 2004, under the laws of the
state of Nevada.  On December 9, 2004, IDC merged with Ozolutions
Inc., a Delaware Corporation, which was formed on January 10, 1996 as Unipak
Process, Inc., with IDC as the surviving corporation.  On April 14,
2006 IDC changed its name to Global Wataire Inc. On February 5, 2008, the
Company changed their name to Global Earth Energy, Inc.   The
Company’s principal office is located in Buffalo, New York.
  On
December 9, 2004, the Company amended the articles of incorporation to increase
the authorized shares of common stock from 50,000,000 to 800,000,000 and
authorized up to 100,000,000 shares of all classes of Preferred
Stock.
  On
December 9, 2004, the Company established a series of Preferred Stock, Class A,
$0.001 Par Value.  The Company is authorized to issue 1,000,000 shares
of Preferred Stock, Class A, with each share carrying 200 to 1 voting rights and
convertible into common stock on a 200 for 1 basis.
  In April
2005, the Company established a series of Preferred Stock, Class B, $0.001 Par
Value.  The Company is authorized to issue 5,000,000 shares with each
share carrying 500 to 1 voting rights and not convertible into common
stock.
  Preferred
Stock, Class C, $0.001 Par Value.   The Company is authorized to
issue 15,000,000 shares with each share carrying 1 to 1 voting rights and
convertible into common stock on a 1 for 1 basis.
  In May
2006, the Company established a series of Preferred Stock, Class D, $0.001 Par
Value.  The Company is authorized to issue 13,000,000 shares with each
share carrying 3 to 1 voting rights and  convertible into common stock
on a 3 for 1 basis.
  On May
31, 2006, the Company changed the name of its wholly owned subsidiary Freshwater
Technologies, Inc. to Atlantic Seaboard Company.
  On
September 28, 2006, the Company changed the name of its wholly owned subsidiary
Atlantic Seaboard Company to DigiTar Nevada, Inc.
  On
November 5, 2007, the Company changed the name of its wholly owned subsidiary
DigiTar Nevada, Inc. to Knightbridge Corp.
  Principles
of Consolidation
 The
consolidated financial statements include the accounts of Global Earth Energy,
Inc., and its wholly owned subsidiary, Knightbridge Corp. (the
“Company”).  All significant intercompany balances have been
eliminated in consolidation.
  Scope
of Business
 The
Company’s primary business objective is the Renewable and Recoverable Energy
Markets.  The Company’s focus will be the bio-diesel production
industry, secondary oil recovery and solar energy. The Company also provides
advisory and transactional services to help high potential emerging companies to
develop and implement strategies to obtain capital and achieve their financial
objectives.
  F-6
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
B - Summary
of Significant Accounting Policies
 Method
of Accounting
 The
Company maintains its books and prepares its financial statements on the accrual
basis of accounting.
 
 Cash
and Cash Equivalents
 Cash and
cash equivalents include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or
less.  The Company maintains cash and cash equivalents at financial
institutions, which periodically may exceed federally insured
amounts.
  Income Taxes
 The
Company accounts for income taxes in accordance with FASB ASC 740 (prior
authoritative literature:  FASB Statement No. 109).  FASB
ASC 740 replaces SFAS 109, “Accounting for Income Taxes”, using the asset and
liability approach, which requires recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences between
the carrying amounts and the tax basis of such assets and
liabilities.  This method utilizes enacted statutory tax rates in
effect for the year in which the temporary differences are expected to reverse
and gives immediate effect to changes in income tax rates upon
enactment.  Deferred tax assets are recognized, net of any valuation
allowance, for temporary differences and net operating loss and tax credit carry
forwards.  Deferred income tax expense represents the change in net
deferred assets and liability balances.
  Earnings
per Share
 Earnings
per share of common stock are computed in accordance with FASB ASC 260 (prior
authoritative literature:  FASB Statement No. 128).  FASB
ASC 260 replaces SFAS No, 128, “Earnings per Share”.  Basic earnings
per share are computed by dividing income or loss available to common
shareholders by the weighted-average number of common shares outstanding for
each period.  Diluted earnings per share are calculated by adjusting
the weighted average number of shares outstanding assuming conversion of all
potentially dilutive stock options, warrants and convertible securities, if
dilutive. Common stock equivalents that are anti-dilutive are excluded from both
diluted weighted average number of common shares outstanding and diluted
earnings per share.
  Financial
Instruments
 The
Company’s financial instruments consist of cash, long-term investments, and
accounts payable. Unless otherwise noted, it is management’s opinion that the
Company is not exposed to significant interest, currency or credit risks arising
from these financial instruments.  The fair value of these financial
instruments approximates their carrying value, unless otherwise
noted.
 
 Use
of Estimates
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 F-7
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
B - Summary of Significant Accounting Policies – continued
 Stock-Based
Compensation
 Stock-based
compensation is computed in accordance with FASB ASC 718 (prior authoritative
literature:  FASB Statement No. 123R). FASB ASC 718 replaces SFAS No.
123R which requires all share-based payment to employees, including grants of
employee stock options, to be recognized as compensation expense in the
financial statements based on their fair values.  That expense will be
recognized over the period during which an employee is required to provide
services in exchange for the award, known as the requisite service period
(usually the vesting period). The Company has selected the Black-Scholes option
pricing model as the most appropriate fair value method for our awards and have
recognized compensation costs immediately as our awards are 100%
vested.
 
 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 $6,801,474 at August 31, 2009.
  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.
 
 Note
D - Recently Issued Accounting Standards
 In
February 2006, the Financial Accounting Standards Board (“FASB”) issued FASB ASC
815-15-25 (Prior
authoritative literature: FASBStatement 155, “Accounting for Certain
Hybrid Financial Instruments – an amendment of FASB Statement No. 133 and 140”).
FASB ASC 815-15-25 resolves issues addressed in Statement 133 Implementation
Issue No. D1, “Application of Statement 133 to Beneficial Interest in
Securitized Financial Assets.”  FASB ASC 815-15-25 is effective for
all financial instruments acquired or issued after the beginning of the first
fiscal year that begins after September 15, 2006.  As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended August 31, 2008.  The adoption of FASB ASC 815-15-25 did
not have a material effect on its consolidated financial
instruments.
  In March
2006, the FASB issued FASB ASC 860-50-35 (Prior authoritative literature: FASB
Statement 156, “Accounting for Servicing of Financial Assets – an amendment of
FASB Statement No. 140”).  FASB ASC 860-50-35 amends FASB Statement
No. 140 with respect to the accounting for separately recognized servicing
assets and servicing liabilities.  FASB ASC 860-50-35 requires all
separately recognized servicing assets and servicing liabilities to be initially
measured at fair value, if practical.  FASB ASC 860-50-35 is effective
as of the beginning of the first fiscal year that begins after September 15,
2006.  As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended August 31, 2008.  The adoption
of FASB ASC 860-50-35 did not have a material effect on its consolidated
financial statements.
 
 -
continued -
 
 F-8
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
D - Recently Issued Accounting Standards – continued
  In
September 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
ASC 820 (Prior authoritative literature: FASB Statement 157, "Fair Value
Measurements”).  FASB ASC 820 defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements.  FASB ASC 820 is effective as of the beginning of the
first fiscal year that begins after November 15, 2007.  As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended August, 2009.  The adoption of FASB ASC 820 did not have a
material effect on its consolidated financial statements.
  In
February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC
825-10 (Prior authoritative literature: FASB Statement 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115”).  FASB ASC 825-10 permits entities to choose
to measure many financial instruments and certain other items at fair value at
specified election dates.  FASB ASC 825-10 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15,
2007.  As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended August, 2009. The adoption of
FASB ASC 825-10 did
not have a material effect on its consolidated financial
statements.
  In
December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC
810-10-65 (Prior authoritative literature:  FASB Statement 160,
"Non-controlling Interests in Consolidated Financial Statements, an amendment of
ARB No. 51”).  FASB ASC 810-10-65 establishes accounting and reporting
standards for the non-controlling interest in a subsidiary and for the
deconsolidation of a subsidiary.  FASB ASC 810-10-65 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008.  As such, the Company was required to adopt
these provisions at the beginning of the fiscal year ended August 31,
2009.  The adoption of FASB ASC 810-10-65 on its consolidated
financial statements did not have a material effect.
  In
December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC
805 (Prior authoritative literature: FASB Statement 141(R), "Business
Combinations”).  FASB ASC 805 establishes principles and requirements
for how the acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree, recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  FASB
ASC 805 is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  As such, the Company
was required to adopt these provisions at the beginning of the fiscal year ended
August 31, 2009.  The adoption of FASB ASC 805 on its consolidated
financial statements did not have a material effect.
 
 -
continued-
 
 F-9
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
D - Recently Issued Accounting Standards – continued
  In March
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 815-10
(Prior authoritative literature: FASB Statement 161, "Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133”).  FASB ASC 815-10 requires enhanced disclosures about an
entity’s derivative and hedging activities.  FASB ASC 815-10 is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 with early application
encouraged.  As such, the Company was required to adopt these
provisions at the beginning of the fiscal year ended August 31,
2009.  The adoption of FASB ASC 815-10 on its consolidated financial
statements did not have a material effect.
  In May
2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 944
(Prior authoritative literature: FASB Statement 163, "Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60). FASB ASC
944 interprets Statement 60 and amends existing accounting pronouncements to
clarify their application to the financial guarantee insurance contracts
included within the scope of that Statement.  FASB ASC 944 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal
years.  As such, the Company was required to adopt these provisions at
the beginning of the fiscal year ended August 31, 2009.  The adoption
of FASB ASC 944 on its consolidated financial statements did not have a material
effect.
  In May
2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 855-10
(Prior authoritative literature: FASB Statement 165, "Subsequent
Events”).  FASB ASC 855-10 establishes principles and
requirements for subsequent events.  FASB ASC 855-10 is effective for
interim or annual financial periods ending after June 15, 2009.  As
such, the Company is required to adopt this standard in the current
period.  Adoption of FASB ASC 855-10 did not have a significant effect
on the Company’s consolidated financial statements.
  In June
2009, the Financial Accounting Standards Board issued FASB ASC 105-10 (prior
authoritative literature: FASB Statement No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles”). FASB ASC 105-10 replaces SFAS 162 and establishes the FASB Accounting Standards
Codification as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with GAAP.  FASB ASC
105-10 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009.  As such, the Company is not
required to adopt this standard in the current period. The Company however,
decided to apply the new pronouncement early. Adoption of FASB ASC 105-10 did
not have a significant effect on the Company’s consolidated financial
statements.
 
 F-10
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
E - Equity
Compensation Plans
 On July
25, 2007, each member of the Board of Directors was granted as compensation for
services options to buy 500,000 shares of the Company’s common stock at the last
quoted common stock offering price as of that day. A total of 3,000,000 options
were granted at a price of $0.13.
  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.
  For the
year ended August 31, 2009, $2,800 was expensed utilizing the Black-Scholes
option pricing model.  The following weighted-average assumptions were
used for the grants issued:
  2009Dividend
    Yield
                              0.00%Expected
      Volatility
                              235.24%Discount
    Rate
                              3.91%Option
Life
                              10
  Years
  The
weighted average fair value of options granted was 40,000 and -0- with an
aggregate value of $2,800 and $-0-, for the years ended August 31, 2009 and
2008, respectively.  There were no dividends.
 
 August
      30,
                              Shares
      Under
                                Option
                              Weighted
                                Average
                                Exercise
                                Price
                              Exercisable2008
                              ­­­­––
                              ­­­­––
                              ­­­­––2009Options
      Granted
                              40,000
                              $0.07
                              40,000Options
      Exercised
                              ­­­­––
                              ­­­­––
                              ­­­­––Options
      Forfeited
                              ­­­­––
                              ­­­­––
                              ­­­­––
  F-11
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 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 two directors of the Company,
therefore, a Due to Directors account has been established.  The
balance at August 31, 2009 and 2008 was $369,961 and $350,435,
respectively.  The amount due contains no formal repayment terms and
is accruing interest at the 8.75% annually.
  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 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
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 issued 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.
 
 -
continued -
  F-12
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note
H - Related
Party Transactions – continued
 Interest
expense charged to operations was $157,784 and $95,228, for the years ended
August 31, 2009 and 2008 respectively.
 
 Note
G - Other
Matters
 On June
5, 2001, the Company entered into advisory agreements with the firms of David
Michael LLC and Feng Shui Consulting, Inc.  In June 2002, David
Michael LLC and Feng Shui Consulting, Inc. filed a suit against the Company for
breach of contract.  The Company filed a counter claim and third party
complaint denying the substantive allegations of the complaint and asserting
breach of contract and fraud in connection with the transaction.  In
August 2004, the United States District Court for the State of Utah dismissed
the case in its entirety with prejudice, with each party to bear its own costs
and fees.  As part of the dismissal, in September 2004, the Company
paid $5,000 to repurchase the 800,000 common shares that were previously issued
to the plaintiffs. On April 13, 2006 the 800,000 common shares were subject of a
one-for-one thousand reverse stock split (See Note H).  On May 18,
2009 the 800 common shares were subject of a one-for-one hundred reverse stock
split (See Note H). As of August 31, 2009, the 8 shares have not been received
by the Company for cancellation therefore the shares are still recorded as
issued and outstanding.
 
 Note
H - Stock Transactions
 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.
 
 Note
I - Income Taxes
 
 At August
31, 2009 and 2008, the Company had approximately $6,801,474 and $5,675,358,
accumulated tax losses to apply against future taxable income.  The
net operating loss carry forwards begin to expire in 2012.
  The
Company has fully reserved for any future tax benefits form the net operating
loss carry forwards since it has not generated any net income to
date.  The Company has no other material deferred tax assets or
liabilities for the periods presented.
  F-13
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
 Note J
-Subsequent Events
 On
October 5, 2009 Betty Ann Harland (a related party) converted 66,000 Preferred
Stock Class A into 13,200,000 Common Stock.
 
 The
financial statements have not been updated for subsequent events occurring after
December 7, 2009, the date these financial statements were available to be
issued.
 
 Note
K - Investment Agreements
 On August
20, 2007 the Company 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 the Company’s common stock over
the course of thirty-six (36) months.  The amount that the Company
shall be entitled to request from each purchase “Puts” shall be equal to either
up to $250,000 or 200% of the average daily volume (US Market Only) of the
common stock for the ten (10) trading days prior to the Put notice date,
multiplied by the average of the three (3) daily closing bid prices immediately
preceding the Put date.  For the year ended August 31, 2009 and 2008,
no activity had been transacted.  On June 25, 2008 the Company filed a
registration statement covering 4,000,000 shares of the common stock underlying
this investment agreement.
  On August
25, 2008 the Company entered into an investment agreement with Infinite Investor
Relations Inc. (The Consultant).  Pursuant to this agreement, the
Consultant shall provide services to the Company in the areas of investor
relations and business strategy including promoting the Company to accredited
investors.  The term of the contract is for six months and can be
renewed by mutual agreement by both parties.  In consideration for its
services, the Consultant received 400,000 shares of trading common stock from a
related party on August 27, 2008.
  On August
31, 2008 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’s subsidiary Knightbridge Corp.  The term of the contract is
for one year, expiring on August 31, 2009.  In consideration for his
services, the Contractor will receive 100,000 common shares.
  F-14