SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 ___________________________________________________
  AMENDMENT
NO. 1 TO
 ___________________________________________________
  (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, 2008
   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 $0.001 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. Yesx Noo
  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). Yeso Nox
  State
issuer’s revenues for its most recent fiscal year: $-0-.
  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, 2008: $ 0
..
  Number of
the issuer’s Common Stock outstanding as of December 1, 2008:
23,483,403
 Documents
incorporated by reference: None.
  Transitional
Small Business Disclosure Format (Check One): Yeso Nox
  Table of Contents
 
 EXPLANATORY NOTE: This Amended
Form 10-K/A is being filed with the Securities and Exchange Commission (the
“Commission”) to include updated financial information which was the subject of
the Form 8-K filed with the Commission on July 16,
2009.
  TABLE OF CONTENTS
  Item
      1
              Description of Business
              1Item
      2
              Description of Property
              16Item
      3
              Legal Proceedings
              16Item
      4
              Submission of Matters to a Vote of Security
      Holders
              16Item
      5
              Market for Common Equity and Related Stockholder
      Matters
              16Item
      6
              Management’s Discussion and Analysis or Plan of
      Operation
              18Item
      7
              Financial Statements
              F-1Item
      8
              Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure
              21Item
      8A
              Controls and Procedures
              21Item
      8B
              Other Information
              22Item
      9
              Directors and Executive Officers of the
      Registrant
              22Item
      10
              Executive Compensation
              27Item
      11
              Security
      Ownership of Certain Beneficial Owners and Managementand
      Related Stockholder Matters
              28Item
      12
              Certain Relationships and Related
      Transactions
              29Item
      13
              Exhibits
              29Item
      14
              Principal Accountant and Fees and
    Services
              30
  
   Table of Contents
  PART
I
  Item 1.
              Description
      of Business.
  Company
Overview
  Global Earth Energy’s (“Global”) mandate isto buildand operate green alternative energy
technologies to aid the world’s energy crisis and help relieve the green house
effect. To achieve this objective Globalintends tooperate a one million gallon per year
biodieselpilotplant. 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 (“petrodiesel”). It is derived fromrenewable agricultural-based resources,
including vegetable oils, recycled grease and animal fats, and has significant
environmental benefits. According to the Methanol Institute andInternationalFuelQualityCenter, biodiesel is non-toxic and
bio-degradable with no emissions of sulfur and
significantly lower emissions of particulate matter, carbon monoxide, and
hydrocarbons than petrodiesel 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 petrodiesel. 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 onNovember
14, 2006that shows how
biodiesel plants aregoodfortheU.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
      billionto theU.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 inAmericathat would otherwise be spent on
      foreign oil. This total impact of biodiesel on the economy includes the
      temporary impacts ofconstruction, the permanent impacts
      of annual production and the direct value of biodiesel and co-products
      (glycerin).
  ·
              The study finds that if 498 of the
      650 million gallons of estimated biodiesel demand in 2015 is produced from
      soybean oil, farmer-level soybean prices will increase nearly
      10 percent. Using the U.S. Department of Agriculture’s 2006 Long-Term Baseline forecast
      for soybean prices as a starting point, soybean farmers can expect
      increased biodiesel demand to increase average soybean prices
      $0.58 per bushel by
      2015.
  Biodiesel can be blended with
conventional petrodiesel 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 tobe 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 perlitre). In theUnited States, the most common blends are between 2%
to 20% biodiesel (B2 to B20), though in other parts of the world (particularlyEurope) higher-level blends, including B100,
are frequently used.
  1
 Table of Contents
 
   As biodiesel is a substitute or additive
fuel to petrodiesel, 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,
biodieselconstituted 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 theUnited States. TheNational 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 inEuropewhere biodiesel has been used since the
early 1990s and has already enteredmainstream 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 theUSDA is projected to consume 2.0
billion gallons (3.0% of the market) in 2007.
  Biodiesel’s potential to reduceUSdependence 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. TheUSgovernment, and many state and local
governments, have enacted renewable fuel standards that require the use of
biodiesel and other alternative fuels. For example,WashingtonandMinnesotacurrently 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 afterretailers are notified by the ODA that
biodiesel production from sources in the Pacific Northwest (consisting ofOregon,Washington,Idaho, andMontana) 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 derivedfrom 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 forbiodiesel (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 federalgovernment 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 EPAct
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 estimatedthat 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 theUSwould be approximately 2.0 billion
gallons. Meanwhile, ethanol consumption asa percentage of theUSgasoline market was 3.5% in 2006, and
with growth of 25% a year, it is expected to be approximately 4.4% in 2007,
according to The Economist,April 7, 2007. If biodiesel reached the same level of
4.4% of the diesel market, market demand for biodiesel in theUSwould be approximately 3.0 billion
gallons.
  Global
intends to capitalize on its connections and knowledge of sustainable alternative energy
sourcesto offer
advisory and transactional services to assist companies develop and implement
sustainable alternative energystrategies. 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.
   2
 Table of Contents
   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 sustainablealternative
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., had been that of international
marketing and distribution of water purification systems using ultraviolet,
ozone and water activator technology. The markets we primarily targeted were
located in the United States, Canada, Mexico, Costa Rica, Peru, and
Panama.
  Previous
Business
  Ozone Technology. On June 21,
2000, we purchased the exclusive marketing rights to distribute the products of
Hankin Ozone Systems, Ltd. in Canada, the Caribbean, and Mexico from 1421209
Ontario Limited. The purchase price was $1,017,217 and the issuance of 8,000,000
shares of our common stock. We had an agreement to repurchase 6,000,000 of the
8,000,000 shares for $81,699, which we decided to cancel in August 2004. In
April 2002, the agreement with 1421209 Ontario Limited was cancelled and the
obligation to pay $1,017,217 was likewise cancelled. We wrote-off the net
marketing rights of $762,743 and the outstanding obligation of $1,017,217, and
recorded an extraordinary gain from the cancellation of the agreement of
$237,257. We paid $50,000 directly to Hankin for the same marketing rights which
we recorded as an expense during the year ended August 31, 2002. In September
2004, Hankin was placed into bankruptcy, and the deposit of $22,292 for certain
units was written off as of August 31, 2004.
  Water-Activated Technology.
In August 2001, we acquired non-exclusive distribution rights to an activated
water system from ELCE International Inc. for Mexico and the Caribbean markets
including Panama, Costa Rica, Ecuador and Peru. No fees were paid for these
rights. In September 2003, we approved the issuance of 250,000 shares of our
common stock to the president of ELCE and the cancellation of an option to
purchase 500,000 shares of our common stock at $0.50 per share in order to
maintain the existing relationship in Canada. The issuance of the common stock
resulted in a charge against earnings of $15,000 in 2004.
   3
 Table of Contents
   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. in the amount of $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 any and 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 in the amount
of $10,918.54. The net effect of the transaction was that International
Development and Freshwater were relieved of liabilities, which exceeded assets
in the amount of $134,532.17, and that Freshwater Technologies, Inc. is now debt
free. We changed the name of Freshwater Technologies, Inc. to Atlantic Seaboard
Company, Inc. on May 31, 2006
  Change
in Control
  On
September 23, 2004, Betty-Ann Harland for $25,000 acquired 15,000,000 shares of
our common stock, which represented 30.51 percent of our issued and outstanding
common stock. In addition, Ms. Harland had proxies to vote 6,000,000 shares of
our common stock, granted by 1421209 Ontario Limited. The proxies expired on
February 1, 2005. In January 2005, the 15,000,000 common shares held by Ms.
Harland were exchanged for 1,000,000 shares of our Series A preferred
stock.
 
 In July
2005, our board of directors approved the surrendering and cancellation of
900,000 shares of the Series A preferred stock held by Ms. Harland. In July
2005, our board authorized the issuance of 1,000,000 shares of Series B
preferred stock to Ms. Harland in consideration of $1,000 and the surrender of
900,000 shares of our Series A preferred stock.
  Each
share of the Series A preferred stock is convertible into 200 fully paid and
nonassessable shares of our common stock, and has the voting power equal to 200
shares of our common stock. The shares of the Series B preferred stock is not
convertible into shares of our common stock, preferred stock, or any of our
other securities. However, on all matters submitted to a vote of the holders of
our common stock, including, without limitation, the election of directors, a
holder of shares of the Series B preferred stock shall be entitled to the number
of votes on such matters equal to the number of shares of the Series B preferred
stock held by such holder multiplied by 500.
  Following
the acquisition of our shares by Ms. Harland, on September 23, 2004, she was
elected our chairman and chief executive officer. In addition, Max
Weissengruber, Douglas Robertson, Robert W. Gingell, and Arthur N. Kelly were
elected as our officers and directors. At the same time, D. Brian Robertson was
elected our chief financial officer. On March 30, 2004, Robert W. Gingell
resigned as a director and Richard Proulx was elected a director.
  On May
24, 2006, Max Weissengruber resigned as secretary and as a director, effective
immediately. There was no disagreement between Mr. Weissengruber and Global
Wataire. Likewise, on June 27, 2006, our board of directors, pursuant to our
Bylaws Company, elected Robert Glassen to serve as a director and elected Edmund
Gorman to serve as a director and corporate secretary of Global
Wataire.
  Because
of the change in ownership of voting stock and the composition of the board
after the closing of the agreement with Ms. Harland, there was a change in
control.
  Change
of Domicile
  On
December 9, 2004, a majority of our stockholders voted to approve a change in
our state of incorporation from Delaware to Nevada by means of a merger
permitted under the corporate statutes of both states.
  The
merger was between Ozolutions, Inc., a Delaware corporation, and International
Development Corp., a Nevada corporation, organized by us for the specific
purpose of the change of domicile. The merger was consummated pursuant to a Plan
of Merger, which provided that Ozolutions, Inc. merge with and into
International Development Corp. Following the merger, International Development
Corp. was the surviving entity.
  International
Development Corp. was a newly formed corporation with one share of common stock
issued and outstanding held by Ms. Harland, with only minimal capital and no
other assets or liabilities. The terms of the merger provided that the existing
stockholders of Ozolutions, Inc. would be entitled to receive one share of the
common stock of International Development Corp. for every one share of the
common stock of Ozolutions, Inc. held by the common stockholders of Ozolutions,
Inc. In addition, the then currently issued one share of the common stock of
International Development Corp. held by Ms. Harland was cancelled. As a result,
following the merger, the former stockholders of Ozolutions, Inc. became the
only stockholders of the newly merged corporation.
  The
change of domicile did not interrupt the existence of Ozolutions, Inc. Each
share of our common stock remained issued and outstanding as one share of the
common stock of International Development Corp. after the change of domicile
from Delaware to Nevada.
  4
 Table of Contents
  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 isto buildandoperate green alternative energy
technologies to aid the world’s energy crisis and help relieve the
green house effect. To achieve this objective Globalintends tooperate a one million gallon per year
biodieselpilotplant. In addition to the
productionof 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 (“petrodiesel”). 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 andInternationalFuelQualityCenter, biodiesel is non-toxic and
bio-degradable with no emissions of sulfur and significantly lower emissions of
particulate matter, carbon monoxide, and hydrocarbons than petrodiesel when
burned. According to U.S. Departmentof Energy studies, the use of 100%
biodiesel (B100) results in a 78.5% reduction in carbon dioxide emissions when
compared to petrodiesel. Biodiesel is a registered fuel with the Environmental
Protection Agency (“EPA”) and is recognized by the Departmentof 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 onNovember 14, 2006that shows how biodiesel plants aregoodfortheU.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
benefitsof biodiesel
include:
  ·
              America’s biodiesel industry will add $24
      billion to theU.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 inAmericathat 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 canexpect increased biodiesel demand
      to increase average soybean prices $0.58 per bushel by
      2015.
  Biodiesel can be blended with
conventional petrodiesel or it can be used as a pure biofuel (B100) in diesel
engines, without modification. In fact, the dieselengine 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 litre). In theUnited States, the most common blends are between 2%
to 20% biodiesel (B2 to B20), though in other parts of the world (particularlyEurope) higher-level blends,
including B100, are frequently
used.
  As biodiesel is a substitute or additive
fuel to petrodiesel, its market is closely tied to that of diesel. Nationwide,
diesel consumption was estimated by the Energy Information Administration (EIA)
at 67 billion gallons in2006. 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 theUnited
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 inEuropewhere 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.
  5
 Table of Contents
  Biodiesel’s potential to reduceUSdependence on foreign sources of
petroleum and promote agriculturaldevelopment has prompted the
introduction of favorable legislation to encourage its use and production, and
to spur investment in the industry. TheUSgovernment, and many state and local
governments, have enacted renewable fuel standards that require theuse of biodiesel and other alternative
fuels. For example,WashingtonandMinnesotacurrently 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 ofOregon,Washington,Idaho, andMontana) has reached a level of at
least five million gallons on an
annualized basis for at least three months. The biodiesel blending requirement
increases to 5% when the annual production level reaches at least 15 million
gallons on an annualized basis for at least three months. For the purpose of this mandate, biodiesel is
defined as a motor vehicle fuel derived from vegetable oil, animal fat, or other
non-petroleum resources, that is designated as B100 and complies with American
Society for Testing and Materials (ASTM) specification D 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 EPAct amended and
expanded the scope of the Energy Conservation Reauthorization Act of 1998 to
include biodiesel as a way to meet the alternative fuel userequirements.
  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 theUSwould be approximately 2.0 billion gallons.
Meanwhile, ethanol consumption as a percentage of theUSgasoline 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. Ifbiodiesel reached the same level of
4.4% of the diesel market, market demand for biodiesel in theUSwould be approximately 3.0 billion
gallons.
  Global
intends to capitalize on its connections and knowledge of sustainable alternative energy
sourcesto offer advisory and transactional
services to assist companies develop and implement sustainable alternative energystrategies. 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 sustainablealternative
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.
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 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.
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  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 (263,996), ( 1,489,892 )
and ( 892,764 ) for the fiscal years ended August 31, 2006, August 31,
2007, and August 31, 2008, respectively. Our working capital deficit as of
August 31, 2008 is ( 1,510,205 ). 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
   8
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   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.
  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.
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  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.
  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
   10
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  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.
 
 Risks
Relating to Our Stock
  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.
  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,
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  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, 2008 until August 31, 2008, the high and
low sale prices of a share of our common stock were $0.30 and $0.16,
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.
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   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.
  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.
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   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, 2008, we issued no common stock for debt.
For the past four years ended August 31, 2008, we issued a total of 2,337,159
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.
  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.
   14
 Table of Contents
   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.
  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;
   15
 Table of Contents
   ·
              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 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 Common Equity and Related Stockholder
  Matters.
  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.
   16
 Table of Contents
   High
              
              
              LowFiscal
      2006 Quarter Ended:November
      30, 2005
                February
      28, 2006
                May
      31, 2006
                August
      31, 2006
              
              $
                $
                $
                $
              0.0015
                0.0008
                1.01
                0.51
              
              
              $
                $
                $
                $
              0.0006
                0.0003
                0.
      18
                0.12Fiscal
      2007 Quarter Ended:November
      30, 2006
                February
      28, 2007
                May
      31, 2007
                August
      31, 2007
              
              $
                $
                $
                $
              0.51
                0.
      71
                0.40
                0.13
              
              
              $
                $
                $
                $
              0.14
                0.16
                0.14
                0.11
  Fiscal
      2008 Quarter Ended:
                November
      30, 2007
                February
      29, 2008
                May
      31, 2008
                August
      31, 2008
              
              $
                $
                $
                $
              0.13
                0.
      10
                0.295
                0.30
              
              
              $
                $
                $
                $
              0.08
                0.07
                0.025
                0.13
 
 We
currently have 28,105,405 shares of our common stock outstanding. Our shares of
common stock are held by approximately 1,668 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.
   
   17
 Table of Contents
 
  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
              
              
              3,000,000
              
              
              $.13
              
              
              -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 6.     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.
  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
   18
 Table of Contents
   ·
              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.
  Comparison
of consolidated results of operations for the years ended August 31, 2008 and
August 31, 2007
  Revenue
for the year ending August 31, 2008 was $ -0-., Revenues for the year ended
August 31, 2007, was $61,750. These revenues were professional services for
locating OTCBB shell’s for suitable mergers. Cost of goods sold was $-0- for
each of the years ending August 31, 2008 and 2007, respectively. Gross profit
was $-0- and $61,750 for fiscal 2008 and 2007, respectively.
  The net
loss for the year ended August 31, 2008 was $ 892,764 compared to a net
loss of $ 1,489,892 for the year ended August 31, 2007. Expenses for the
year ended August 31, 2008 decreased $ 658,878 over the year ended August
31, 2007. Decreases in total expenses can be directly attributable to
compensation expense of stock options of $389,953, an decrease in bad debts of
$50,000 and an decrease in general and administrative costs of $3 4 9,260.
Interest expense for the year ended August 31, 2008 increased $ 48,335
over fiscal 2007 as a result of the increase in the outstanding balances owing
to directors and a stockholder.
   19
 Table of Contents
   Liquidity
and Capital Resources
  Comparison
for the fiscal years ended August 31, 2008 and August 31, 2007
  Our
operations used approximately $346,141 in cash during the year ended August 31,
2008. Cash required during the year ended August 31, 2008 came principally from
the proceeds from issuance of Regulation S shares of $153,981. Directors and
stockholder advances were repaid in the amount of $4,424.
  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.
   20
 Table of Contents
   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.
  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 SFAS No. 148 – “Accounting for Stock-Based
Compensation - Transition and Disclosure.” This statement amends SFAS No. 123 –
“Accounting for Stock-Based Compensation,” providing alternative methods of
voluntarily transitioning to the fair market value based method of accounting
for stock based employee compensation. FAS 148 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
      7.
              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 8.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
  None.
  Item 8A.
              Controls
      and Procedures.
   We have
reviewed the effectiveness of the design and operation of our disclosure
controls and procedures and our internal controls over financial reporting
during the period ended August 31, 2008 that have materially affected or
are reasonably likely to materially affect such controls. Our certifying
officers have disclosed, based on our most recent evaluation of the internal
control over financial reporting, to the small business issuer’s auditors and
the small business issuer’s board of directors (or persons performing the
equivalent functions).
   All
significant material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the
small business issuer’s ability to record, process, summarize and report
financial information; and disclosure controls and procedures are controls and
other
   21
 Table of Contents
   procedures
that are designed to insure that information required to be disclosed in our
reports filed or submitted under the Exchange Act are recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to insure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosure.
  Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer conclude that our disclosure controls and procedures
are effective at that reasonable assurance level. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion or two
or more people, or by assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Over time, control may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate.
  Item 8B.   Other Information
  The
Company has entered into the following material agreements, which are described
in Item 10: 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 9.
              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
              57
              Chairman
              2004Sydney
      A. Harland
              58
              President,
      Chief Executive Officer and Director
              2006Edmund
      Gorman
              62
              Chief
      Financial Officer, Secretary and Director
              2006Robert
      Glassen
              61
              Director
              2006Arthur
      N. Kelly
              47
              Director
              2004Richard
      Proulx
              55
              Director
              2005Mark
      Hollingworth
              49
              Vice
      President
              N/A
   22
 Table of Contents
   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 31 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 an 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 developmarketing 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 Engineeringand 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 Delloite
Toucheand 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 ofHouston,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. In1997, 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 theUniversityofOregonand a Post Doctorate (L.L.M.) in Law
fromNew YorkUniversity.
 
 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. In1978 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
   23
 Table of Contents
   vice president and general manager of
theirOak Ridge,Tennesseeoffice. In 1997, he joinedSCIENTECH, 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 2002to 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 toU.S.nuclear power plants. Heholds degrees of Bachelor of Arts from
Villanova University of Pennsylvania, a Masters degree from theUniversityofVirginiaand has completed post graduate studies
in geology atFloridaStateUniversity.
 
 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-NorthAmericafor ELTEK Energy where he is
responsible for the development and growth of all ELTEK Energy sales in the U.S
and Canadian markets. He attendedConcordiaUniversityinMontrealwhere 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 generationand communication supplies to major
North American communications companies. Mr. Kelly was a sales a manager for
S.N.P Associates inFrancefrom 1986 to 1988 and also district
sales manager for Pylon Electronics inMontreal,Quebecfrom 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
supplyingits 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 founderof Terval Sales and Services, a plumbing
and heating manufacturer's sales agency inToronto. He received his C.E.T. in mechanical
building sciences fromSt.
LaurentCollegein 1974 and his diplomas in business
administration fromVanierCollegein 1976.
 
 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,McGillUniversity, Option Consommateurs, Setym
International, and many other smaller companies and start-ups. Mr. Hollingsworth
also lectures atMcGillUniversitywherehe 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.
   24
 Table of Contents
   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.
   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:
   25
 Table of Contents
   ·
              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:
   26
 Table of Contents
   ·
              Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;
  ·
              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 10.
              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, 2008, 2007 and
2006.
   Summary
Compensation Table
  Name
      and Principle Position
              Year
              Annual
      Compensation
              Long
      Term CompensationSalary
              Bonus
              Other
      Annual Compensation
              Awards
              PayoutsRestricted
      Stock
                Award(s)
      (US$)
              Securities
      Underlying Options/SARs (#)
              LTIP
      Payouts (US$)Sydney
      Harland
                Chief
      Executive Officer
                and
      Director
                
                Betty
      Harland Chairman (1)
                and
      Director
                
                
                Edmund
      Gorman
                Chief
      Financial Officer
                
                
                Mark
      Hollingworth
                Vice
      President
              2008
                2007
                2006
                
                2008
                2007
                2006
                
                2008
                2007
                2006
                
                2008
                2007
              0
                0
                0
                
                0
                0
                0
                
                N/A
                N/A
                N/A
                
                0
                0
              0
                0
                0
                
                0
                0
                0
                
                N/A
                N/A
                N/A
                
                0
                0
              $247,000
                $334,333
                0
                
                $232,000
                $237,000
                $232,000
                
                $157,500
                $63,000
                N/A
                
                0
                0
              0
                0
                0
                
                0
                0
                0
                
                N/A
                N/A
                N/A
                
                0
                0
              0
                500,000
                0
                
                0
                0
                0
                
                0
                500,000
                N/A
                
                0
                0
              0
                0
                0
                
                0
                0
                0
                
                N/A
                N/A
                N/A
                
                0
                0
  (1)
              Ms.
      Harland’s employment contract commenced on October 1,
  2004.
   27
 Table of Contents
   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.
  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 11.
              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)
              5,000,000
              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-
   28
 Table of Contents
   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)
              5,000,000
              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.
  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 12.
              Certain
      Relationships and Related
Transactions.
 
 None
  Item 13.
              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.
   29
 Table of Contents
   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)
  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, 2007 were $25,500.
  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.
  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, 2007 were $795 for review of the SEC comment
letter response.
  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.
  Tax
Fees
  The
aggregate tax fees billed by Rotenberg & Company, LLP for professional
services rendered for tax services for fiscal year ended August 31, 2007 were
$0.
  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.
  All
Other Fees
  There
were no other fees billed by Rotenberg & Company, LLP for professional
services rendered during the fiscal year ended August 31, 2008, other than as
stated under the captions Audit Fees, Audit-Related Fees, and Tax
Fees.
  
  30
 Table of Contents
   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:  
      July  
      , 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 Officerand
      Director
              July  
      , 2009/s/
      Edmund J. Gorman
                Edmund
      J. Gorman
              Chief
      Financial Officer,
                Secretary
      and Director
              July  
      , 2009/s/
      Betty-Ann Harland
                Betty-Ann
      Harland
              Chairman
              July  
      , 2009/s/
      Robert Glassen
                Robert
      Glassen
              Director
              July  
      , 2009/s/
      Arthur N. Kelly
                Arthur
      N. Kelly
              Director
              July  
      , 2009/s/
      Richard Proulx
                Richard
      Proulx
              Director
              July  
      , 2009
  31
 Table of Contents
    
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
   
 FINANCIAL
      REPORTSATAugust
      31, 2008
   Table of Contents
    GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 
 TABLE
OF CONTENTS
 
  Report
      of Independent Registered Public Accounting Firm
                F-1Consolidated
      Balance Sheets at August 31, 2008 and 2007 (Restated)
                F-2Consolidated
      Statements of Changes in Stockholders’ Deficit for theYears
      Ended August 31, 2008 and 2007 (Restated)
                F-3Consolidated
      Statements of Operations for the Years EndedAugust
      31, 2008 and 2007 (Restated)
                F-4Consolidated
      Statements of Cash Flows for the Years EndedAugust
      31, 2008 and 2007 (Restated)
                F-5Notes
      to Consolidated Financial Statements
                F-6-F-14
     The
accompanying notes are an integral part of these financial
statements.
  Table of Contents
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 To the
Board of Directors
 and
Stockholders
 Global
Earth Energy, Inc.
 (A
Nevada Corporation)
 Montreal,
Quebec, Canada
 
 
 We
have audited the accompanying consolidated balance sheets of Global Earth
Energy, Inc. as of August 31, 2008 and 2007, and the related statements of
operations, changes in stockholders’ deficit, and cash flows for the years then
ended. Global Earth Energy’s management is responsible for these consolidated
financial statements. Our responsibility is to express an opinion on these
consolidated 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
consolidated 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 consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Global Earth Energy, Inc. as
of August 31, 2008 and 2007, 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 C 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.
 
 As discussed in Note N to the
financial statements, the 2008 financial statements have been restated for
errors relating to unreported services rendered by a consultant.  As a
result, the net loss for the years ended August 31, 2008 and 2007 has
increased.
 
 
 /s/
Rotenberg & Co., LLP
 Rochester,
New York
 December
1, 2008 (July 31, 2009 as to the effects of the restatements discussed in Note
N)
 F-1
 Table of Contents
  GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      BALANCE SHEETS(Restated)
                
                
                (Restated)August
      31,
                
                2008
                
                
                2007ASSETSCurrent
      AssetsCash
      and Cash Equivalents
                
                $
                1,009
                
                
                $
                197,593LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      Payable
                
                $
                ––
                
                
                $
                21,861Accrued
      Expenses
                
                
                183,968
                
                
                
                118,597Accrued
      Compensation - Directors
                
                
                976,811
                
                
                
                511,833Due
      to Directors
                
                
                350,435
                
                
                
                319,224Total
      Liabilities
                
                
                1,511,214
                
                
                
                971,515Stockholders'
      DeficitCommon
      Stock:  $.001 Par; 800,000,000 Shares
      Authorized;26,483,403
      and 23,191,637, Issued and 23,483,403
                
                
                23,483
                
                
                
                20,191and
      20,191,637 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;66,000
      and 100,000 Issued andOutstanding,
      respectively
                
                
                66
                
                
                
                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;-0-
      Issued and Outstanding
                
                
                ––
                
                
                
                ––Preferred
      Stock, Class D:  $.001 Par; 13,000,000 Shares
      Authorized;-0-
      Issued and Outstanding
                
                
                ––
                
                
                
                ––Additional
      Paid-In Capital
                
                
                4,256,820
                
                
                
                4,103,631Accumulated
      Deficit
                
                
                (5,788,574
                )
                
                
                (4,895,810
                )Treasury
      Stock – 3,000,000 Shares at $.001 Par
                
                
                (3,000
                )
                
                
                (3,000
                )Total
      Stockholders' Deficit
                
                
                (1,510,205
                )
                
                
                (773,922
                )Total
      Liabilities and Stockholders' Deficit
                
                $
                1,009
                
                
                $
                197,593
  The
accompanying notes are an integral part of these financial
statements.
  F-2
 Table of Contents
  GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICITCommon
                
                
                Preferred
      Stock
                
                
                Additional
                
                
                
                
                
                Treasury
                
                
                TotalStock
                
                
                ($.001
      Par)
                
                
                Paid
      - In
                
                
                Accumulated
                
                
                Stock
                
                
                Stockholders’($.001
      Par)
                
                
                Class
      A
                
                
                Class
      B
                
                
                Capital
                
                
                Deficit
                
                
                ($.001
      Par)
                
                
                DeficitBalance
      - August 31, 2006
                
                $
                484
                
                
                $
                100
                
                
                $
                1,000
                
                
                $
                2,738,300
                
                
                $
                (3,405,918
                )
                
                $
                —
                
                
                $
                (666,034
                )Common
      Stock Issued in Exchange for Preferred Stock
                
                
                7,000
                
                
                
                (34
                )
                
                
                —
                
                
                
                (6,966
                )
                
                
                —
                
                
                
                —
                
                
                
                —Common
      Stock Issued in Exchange for Services Rendered
                
                
                2,300
                
                
                
                —
                
                
                
                —
                
                
                
                (2,300
                )
                
                
                —
                
                
                
                —
                
                
                
                —Common
      Stock Issued for Cash
                
                
                13,407
                
                
                
                —
                
                
                
                —
                
                
                
                934,519
                
                
                
                —
                
                
                
                —
                
                
                
                947,926Acquisition
      of Common Stock into Treasury Stock
                
                
                (3,000
                )
                
                
                —
                
                
                
                —
                
                
                
                6,000
                
                
                
                —
                
                
                
                (3,000
                )
                
                
                —Capital
      Contribution – Interest Expense
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                44,125
                
                
                
                —
                
                
                
                —
                
                
                
                44,125Compensation
      Expense – Stock Options
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                389,953
                
                
                
                —
                
                
                
                —
                
                
                
                389,953Net
      Loss- (Restated)
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (1,489,892
                )
                
                
                —
                
                
                
                (1,489,892
                )Balance
      - August 31, 2007  (Restated)
                
                $
                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
                
                
                
                —
                
                
                
                —
                
                
                
                153,981Net
      Loss - (Restated)
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                (892,764
                )
                
                
                —
                
                
                
                (892,764
                )Balance
      - August 31, 2008  (Restated)
                
                $
                23,483
                
                
                $
                66
                
                
                $
                1,000
                
                
                $
                4,256,820
                
                
                $
                (5,788,574
                )
                
                $
                (3,000
                )
                
                $
                (1,510,205
                )
  The
accompanying notes are an integral part of these financial
statements.
   F-3
 Table of Contents
  GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      STATEMENTS OF OPERATIONS(Restated)
                      
                      
                      (Restated)For the Years
      Ended August 31,
                      
                      2008
                      
                      
                      2007Revenues,
      Net
                      
                      $
                      —
                      
                      
                      $
                      61,750Cost
      of Goods Sold
                      
                      
                      —
                      
                      
                      
                      —Gross
      Profit
                      
                      
                      ––
                      
                      
                      
                      61,750ExpensesBad
      Debt
                      
                      
                      ––
                      
                      
                      
                      50,000Compensation
      Expense – Stock Options
                      
                      
                      ––
                      
                      
                      
                      389,953Consulting
      Fees
                      
                      
                      602,000
                      
                      
                      
                      440,000General
      and Administrative
                      
                      
                      195,536
                      
                      
                      
                      544,796Interest
      Expense
                      
                      
                      95,228
                      
                      
                      
                      46,893Total
      Expenses
                      
                      
                      892,764
                      
                      
                      
                      1,551,642Loss
      from Operations BeforeProvision
      for Taxes
                      
                      
                      (892,764
                      )
                      
                      
                      (1,489,892
                      )Provision
      for Taxes
                      
                      
                      —
                      
                      
                      
                      —Net
      Loss
                      
                      $
                      (892,764
                      )
                      
                      $
                      (1,489,892
                      )Weighted
      Average Number ofCommon
      Shares Outstanding -Basic
                      
                      
                      23,234,374
                      
                      
                      
                      8,770,043Diluted
                      
                      
                      26,234,374
                      
                      
                      
                      9,090,454Net
      Loss Per Common Share -Basic
      and Diluted – Continuing Operations
                      
                      $
                      (0.04
                      )
                      
                      $
                      (0.17
                      )Diluted
                      
                      $
                      (0.03
                      )
                      
                      $
                      (0.16
                      )
  The
accompanying notes are an integral part of these financial
statements.
   F-4
 Table of Contents
  GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      STATEMENTS OF CASH FLOWS(Restated)
                                
                                
                                (Restated)Years
      Ended August 31,
                                
                                2008
                                
                                
                                2007Cash
      Flows from Operating ActivitiesNet
      Loss
                                
                                $
                                (892,764
                                )
                                
                                $
                                (1,489,892
                                )Non-Cash
      Adjustments:Bad
      Debt
                                
                                
                                —
                                
                                
                                
                                50,000Interest
      on Loans
                                
                                
                                95,228
                                
                                
                                
                                46,893Revenues
      to be Applied Against Accounts Payable
                                
                                
                                —
                                
                                
                                
                                (61,750
                                )Common
      Stock Issued In Exchange for Services Rendered
                                
                                
                                2,500
                                
                                
                                
                                —Compensation
      Expense – Stock Options
                                
                                
                                ––
                                
                                
                                
                                389,953Changes
      in Assets and Liabilities:Accounts
      Payable
                                
                                
                                (21,861
                                )
                                
                                
                                (73,643
                                )Accrued
      Expenses
                                
                                
                                54,923
                                
                                
                                
                                97,329Accrued
      Compensation - Directors
                                
                                
                                415,833
                                
                                
                                
                                511,833Net
      Cash Flows from Operating Activities
                                
                                
                                (346,141
                                )
                                
                                
                                (529,277
                                )Cash
      Flows from Investing ActivitiesLoan
      Advance
                                
                                
                                —
                                
                                
                                
                                (50,000
                                )Cash
      Flows from Financing ActivitiesProceeds
      from Issuance of Regulation S Shares
                                
                                
                                153,981
                                
                                
                                
                                947,927Advances
      from (Repayment) to Directors - Net
                                
                                
                                (4,424
                                )
                                
                                
                                (171,057
                                )Net
      Cash Flows from Financing Activities
                                
                                
                                149,557
                                
                                
                                
                                776,870Net
      Change in Cash and Cash Equivalents
                                
                                
                                (196,584
                                )
                                
                                
                                197,593Cash
      and Cash Equivalents - Beginning of Year
                                
                                
                                197,593
                                
                                
                                
                                —Cash
      and Cash Equivalents - End of Year
                                
                                $
                                1,009
                                
                                
                                $
                                197,593
   The
accompanying notes are an integral part of these financial
statements.
   F-5
 Table of Contents
   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 has changed its primary business objective from advisory services
      to the bio-diesel production industry. The Company will also pursue
      additional alternative energy markets (solar and wind markets) to
      compliment their primary objective. The Company also provides advisory and
      transactional services to help high potential emerging companies todevelop
      and implement strategies to obtain capital and achieve their financial
      objectives.
  F-6
 Table of Contents
 
 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 Statement of
      Financial Accounting Standards No. 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 ShareEarnings
      per share of common stock are computed in accordance with 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
 Table of Contents
 
 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
 SFAS
      No. 123R 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
      $5,788,574 at August 31, 2008.
 
 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
      Statement of Financial Accounting Standard (“SFAS”) No. 155, “Accounting
      for Certain Hybrid Financial Instruments – an amendment of FASB Statement
      No. 133 and 140” (“SFAS 155”).
 
 SFAS
      155 resolves issues addressed in Statement 133 Implementation Issue No.
      D1, “Application of Statement 133 to Beneficial Interest in Securitized
      Financial Assets.”  SFAS 155 is eff  ective 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 SFAS 155 did
      not have a material effect on its consolidated financial
      instruments.
 
 In
      March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
      Financial Assets – an amendment of FASB Statement No. 140” (“SFAS
      156”).  SFAS 156 amends FASB Statement No. 140 with respect to
      the accounting for separately recognized servicing assets and servicing
      liabilities.  SFAS 156 requires all separately recognized
      servicing assets and servicing liabilities to be initially measured at
      fair value, if practical.  SFAS 156 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 SFAS 156 did not have a material effect
      on its consolidated financial
statements.
  
 
 
 F-8
 Table of Contents
 
 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
      Statement of Financial Accounting Standard (“SFAS”) No. 157, "Fair Value
      Measurements”.  SFAS 157 defines fair value, establishes a
      framework for measuring fair value, and expands disclosures about fair
      value measurements.  SFAS 157 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 Company is currently evaluating the impact of SFAS
      157 on its consolidated financial
  statements.
 
 In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115”.  SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates.  This Statement applies to all entities,
including not-for-profit organizations.  SFAS 159 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 Company is
currently evaluating the impact of SFAS 159 on its consolidated financial
statements.
 
 In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51”.  SFAS
160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  SFAS 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008.  As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended August, 2009.  The Company is
currently evaluating the impact of SFAS 160 on its consolidated financial
statements but does not expect it to have a material effect.
 
 In
      December 2007, the Financial Accounting Standards Board issued Statement
      of Financial Accounting Standard (“SFAS”) No. 141(R), "Business
      Combinations”.  SFAS 141(R) establishes principles and
      requirements for how the acquirer recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, an
      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.  SFAS 141(R) is effective for fiscal
      years, and interim periods within those fiscal years, beginning on or
      after December 15, 2008.  As such, the Company is required to
      adopt these provisions at the beginning of the fiscal year ended August,
      2009.  The Company is currently evaluating the impact of SFAS
      141(R) on its consolidated financial statements but does not expect it to
      have a material effect.
  
 F-9
 Table of Contents
 
 
 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 Statement
of Financial Accounting Standard (“SFAS”) No. 161, "Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133”.  SFAS 161 requires enhanced disclosures about an entity’s
derivative and hedging activities.  SFAS 161 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 is required to adopt these provisions at the beginning of the fiscal
year ended August, 2009.  The Company is currently evaluating the
impact of SFAS 161 on its consolidated financial statements but does not expect
it to have a material effect.
 
 In May
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company is currently evaluating the impact of SFAS
162 on its consolidated financial statements but does not expect it to have a
material effect.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standard (“SFAS”) No. 163, "Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60" (“SFAS
163”).  SFAS 163 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.  SFAS 163 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 is required to adopt these
provisions at the beginning of the fiscal year ended August,
2009.  The Company is currently evaluating the impact of SFAS 163 on
its consolidated financial statements but does not expect it to have a material
effect.
   -
continued -
 F-10
 Table of Contents
 
 
 
 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.
 
 For
      the year ended August 31, 2007, $389,953 was expensed utilizing the
      Black-Scholes option pricing model.  The following
      weighted-average assumptions were used for the grants
      issued:
  2007Dividend
      Yield
                                        0.00%Expected
      Volatility
                                        239.22%Discount
      Rate
                                        4.92%Option
      Life
                                        10
      Years
 
 The
      weighted average fair value of options granted was -0- and 3,000,000 with
      an aggregate value of     $-0- and $389,953, for
      the years ended August 31, 2008 and 2007, respectively.  There
      were no dividends.
 
 August
      30,
                  Shares
      Under
                    Option
                  Weighted
                    Average
                    Exercise
                    Price
                  
                  Exercisable2007
                  3,000,000
                  $0.13
                  
                  3,000,000Options
      Granted
                  ­­­­––
                  ­­­­––
                  
                  ­­­­––Options
      Exercised
                  ­­­­––
                  ­­­­––
                  
                  ­­­­––Options
      Forfeited
                  ­­­­––
                  ­­­­––
                  
                  ­­­­––2008
                  3,000,000
                  $0.13
                  
                  3,000,000
 
 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.
 -
continued -
  F-11
 Table of Contents
 
 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 – continued
 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, 2008 and 2007 was
      $350,435 and $319,224, respectively.  The amount due contains no
      formal repayment terms.  For each of the years ended August 31,
      2008 and 2007, the Company has imputed interest at the 8.75%. Interest
      Expense  charged to operations with an offsetting credit to
      additional paid in capital was $-0- and $44,125, for the years ended
      August 31, 2008 and 2007
respectively.
 
 In
      October 2004, the Company entered into a consulting agreement with its
      Chairman, Betty-Ann Harland for a five year term, with annual compensation
      of $220,000 and auto allowance of
$12,000.
 
 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.
 
 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.
 
 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 NoteH). As of
      August 31, 2008, the 800 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 issuedand
      outstanding shares of our common stock on the basis of one
      post-consolidation share for each1,000
      pre-consolidation shares to occur immediately. All share and per share
      amounts used in theCompany’s
      financial statements and notes have been retroactively restated to reflect
      the one-for-onethousand
      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”.
  -
continued -
 F-12
 Table of Contents
 
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  Note
I -   Income Taxes
 At August 31, 2008 and 2007, the
Company had approximately $5,675,358 and $4,813,042 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.
 
 Note
J
-                            Reorganization/Investment
 On July 27, 2006 an Asset Purchase
Agreement and Plan of Reorganization was proposed by Global Wataire, Inc. and
its wholly-owned subsidiary, Atlantic Seaboard, Inc. with DigiTar Wyoming,
Inc.  DigiTar Wyoming was to sell to Atlantic substantially all of its
assets in exchange for 49% of the issued and outstanding common stock of
Atlantic and 10,000,000 shares of Atlantic’s voting convertible preferred
stock.  Global was to retain a 30% investment in Atlantic once the
transaction was finalized.
 
 The
proposed Asset Purchase Agreement and Plan of Reorganization was never
consummated. Certain key documents necessary to complete the purchase of
DigiTar’s assets have not been agreed to by Global Wataire Inc., Atlantic
Seaboard, Inc. and DigiTar Inc.  Consequently, Global Wataire Inc. and
Atlantic Seaboard, Inc. have rescinded the transaction and cancelled the planned
acquisition of DigiTar Inc.’s business as of June 28, 2007. Atlantic therefore
remains a wholly-owned subsidiary of Global.    Global has
also taken the 20,000,000 shares of common stock out of escrow that were being
held for the benefit of DigiTar. Global Wataire, Inc., and its wholly-owned
subsidiary, Atlantic Seaboard, Inc. are working to recover the monies advanced
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.
 
 Note K
-Regulation S Stock
 On January 26, 2007, the Company
issued a press release announcing that they had launched anequity offering on
the Berlin Stock Exchange. The company originally was offering 10,000,000 shares
for sale.  On August 1, 2007, the board authorized an additional
5,000,000 shares for sale.  All shares are being offered at a price of
$0.50 per share and if completely subscribed will yield $7,500,000. This
offering is on a best effort basis. As of August 31, 2008, 15,978,165 shares had
been issued including 2,300,000shares which were issued in exchange for
financial services rendered. Gross proceeds from the sale of stock were
$2,770,861 less stock issuance costs of $1,669,583.  Net proceeds from
the sale of stock were $1,101,278.
 
 Note
      L -
                    Subsequent
      Events
 On
      October 18, 2008 the Company approved the granting of a stock option to
      its CFO of 40,000 Class A Preferred Stock
  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 M).
 -
continued -
 F-13
 Table of Contents
 
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
  
 Note M -
                  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, 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.
 
 Note N -
                  Restatement
      of Prior Year Financials
 The
financial statements included herin have been restated to correct an error in
accounting for services rendered by a consultant during the year ended August
31, 2008 and 2007.  A contract was entered into by the Company and the
consultant during the quarter ended November 30, 2006.  Services by
the consultant were rendered but not accrued thereby causing accrued interest
expense and the following restatements:
 
 For
the year ended August 31, 2007, consulting expenses increased by $80,000 and
interest expense increased by $2,768, thereby increasing net loss by $82,768
from $1,407,124 to $1,489,892.  Accumulated deficit and accrued
expenses also increased by $82,768 from $4,813,042 to $4,895,810 and from
$35,829 to $118,597, respectively.
 
 For
the year ended August 31, 2008, consulting expenses increased by $20,000 and
interest expense increased by $10,448, thereby increasing net loss by $30,448
from $862,316 to $892,764.  Accumulated deficit increased by $30,448
from $5,758,126 to $5,788,574.  Accrued expneses also increased by
$30,448 from $153,520 to $183,968.