SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-K

(Mark One)

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


For The Fiscal Year Ended August 31, 2011



oTRANSITION 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)Nevada36-4567500(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)1213 Culberth Drive
    Wilmington, North Carolina28405(Address of principal executive offices)(Zip Code)Registrants telephone number, including area code: (910) 270-7749Securities registered under Section 12(b) of the Exchange Act:NoneSecurities registered under Section 12(g) of the Exchange Act:Common stock, par value $0.001 per share(Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.  [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act:

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

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

The aggregate market value of the registrants common stock held by non-affiliates of the registrant on August 31, 2011 (based on the closing sale price of $0.0026 per share of the registrants common stock, as reported on the OTCQB on that date) was approximately $1,385,276.  Common stock held by each officer and director and by each person known to the registrant to own 5% or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.  At November 30, 2011, the registrant had outstanding 709,441,574 shares of common stock, par value $0.001 per share.



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Table of Contents

Item 1.

Business.

3

Item 1A.

Risk Factors.

15

Item 1B.

Unresolved Staff Comments.

15

Item 2.

Properties.

15

Item 3.

Legal Proceedings.

15

Item 4.

(Removed and Reserved).

15

Item 5.

Market for Registrants Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities.

16

Item 6.

Selected Financial Data.

18

Item 7.

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

18

Item 8.

Financial Statements and Supplementary Data.

19

Item 9.

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

20

Item 9A.

Controls and Procedures.

20

Item 9A(T).

Controls and Procedures.

20

Item 9b.

Other Information.

21

Item 10.

Directors, Executive Officers and Corporate Governance.

21

Item 11.

Executive Compensation.

22

Item 12.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

22

Item 13.

Certain Relationships and Related Transactions and Director Independence.

22

Item 14.

Principal Accounting Fees and Services.

22

Item 15.

Exhibits, Financial Statement Schedules.

232



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10-K SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In light of the risks and uncertainties inherent in all projected operational matters, the inclusion of forward-looking statements in this Form 10-K should not be regarded as a representation by us or any other person that any of our objectives or plans will be achieved or that any of our operating expectations will be realized.  Our revenues and results of operations are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K as a result of certain risks and uncertainties including, but not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel.  These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section "Managements Discussion and Analysis of Financial Condition and Results of Operations."  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Item 1.Business.

Company Overview

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

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

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

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

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

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

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

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

As biodiesel is a substitute or additive fuel to petro diesel, its market is closely tied to that of diesel. Nationwide, diesel consumption was estimated by the Energy Information Administration (EIA) at 67 billion gallons in 2006.

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



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

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

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

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

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

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

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

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



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

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

Previous Business

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

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

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

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

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



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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.



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

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

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

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

Changing the Scope of Our Business

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

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

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

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

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

-7-

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

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

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

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

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

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

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.



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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 Company has received $-0- and $56,158, net of fees for the years ended August 31, 2011 and 2010, respectively. As of August 31, 2010 this agreement was terminated per the contract maturity 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.

On May 20, 2010 the Company entered into an investment agreement with Dutchess Private Opportunity Fund II, LP (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 three (3) 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, 2010 no activity had been transacted. Subsequently, on October 12, 2010 this agreement was terminated.

AGS Capital Group, LLC Investment Agreement.

On October 11, 2010, the registrant, Global Earth Energy, Inc., a Nevada corporation, and AGS Capital Group, LLC executed that certain AGS Investment Agreement which provided upon the terms and subject to the conditions contained therein, the registrant shall issue and sell to AGS Capital, from time to time as provided herein, and AGS Capital shall purchase from the registrant up to Ten Million Dollars ($10,000,000) of the registrants fully registered, freely tradable common stock, par value $0.001 per share (the "the Common Stock") pursuant to the Securities Act of 1933, as amended (the "Securities Act").

On October 11, 2010 AGS was granted 10,000,000 shares common stock valued at $110,000 as part of their investment agreement executed October 5, 2010. The shares were expensed upon grant and the agreement was later dissolved.



Copies of the AGS Capital Investment Agreement and the AGS Capital Registration Rights Agreement were attached as exhibits to our current report filed with the Commission on October 12, 2010.  Please refer to the agreements for the definitions of all of the capitalized terms used herein not otherwise defined herein.

On January 7, 2011, prior to AGS rending any service to the company or purchasing any shares of common stock, the Company gave notice of the termination of this agreement effective January 31, 2011.



Asher Enterprises, Inc.

On October 5, 2010, the registrant and Asher Enterprises, Inc., a Delaware corporation, executed that certain Securities Purchase Agreement, whereby Asher Enterprises desires to purchase and the registrant desires to issue and sell, upon the terms and conditions set forth in the Asher Enterprises Agreement an 8% Convertible Promissory Note of the registrant in the aggregate principal amount of $65,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Note"), convertible into shares of common stock of the registrant (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note.

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



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Copies of the Asher Enterprise Agreement and the Note were attached as exhibits to our current report filed with the Commission on October 12, 2010.  Please refer to the agreements for the definitions of all of the capitalized terms used herein not otherwise defined herein.

During the year ended August 31, 2011 the Asher note issued on October 5, 2010 for $65,000 and accrued interest of $2,102 was converted for 28,181,919 shares of common stock.

On December 6, 2010, the registrant and Asher Enterprises, Inc., a Delaware corporation, executed that certain Securities Purchase Agreement, whereby Asher Enterprises desires to purchase and the registrant desires to issue and sell, upon the terms and conditions set forth in the Asher Enterprises Agreement an 8% Convertible Promissory Note of the registrant in the aggregate principal amount of $40,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Note"), convertible into shares of common stock of the registrant (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note.

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

During the year ended August 31, 2011 the Asher note issued on October 5, 2010 for $40,000 and accrued interest of $1,578 was converted for 18,774,327shares of common stock.

On April 27, 2010, the registrant and Asher Enterprises, Inc., a Delaware corporation, executed that certain Securities Purchase Agreement, whereby Asher Enterprises desires to purchase and the registrant desires to issue and sell, upon the terms and conditions set forth in the Asher Enterprises Agreement an 8% Convertible Promissory Note of the registrant in the aggregate principal amount of $27,500.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the "Note"), convertible into shares of common stock of the registrant (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note.

The registrant hereby promises to pay to the order of Asher Enterprises, Inc. or registered assigns (the "Holder") the sum of $27,500.00 together with any interest as set forth herein, on January 31, 2012 (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of eight percent (8%) (the "Interest Rate") per annum from the date hereof (the "Issue Date") until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise.  This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein with the prior written consent of the Holder which may be withheld for any reason or no reason.  Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid ("Default Interest").

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

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All payments due hereunder (to the extent not converted into common stock (the "Common Stock") in accordance with the terms hereof) shall be made in lawful money of the United States of America.



Entry into a Material Definitive Agreement with Reflora do Brasil.

On November 22, 2010, Global Earth Energy Inc., Inc., a Nevada corporation (the "registrant") and Reflora do Brasil, a Brazilian corporation ("RDB") executed that certain Joint Venture Agreement with respect to the registrant acting as a broker on behalf of RDB for the sale by RDB of carbon credits (the "Credits") relating to certain property located in Brazil (the "Para Property") as described in Joint Venture Agreement.  The proceeds from the sale of the Credits brokered by the registrant for RDB shall be split as follows: sixty percent of the proceeds shall be distributed to the owners of the Para Property, who are represented by RDB, and forty percent to the registrant.

The term of the Joint Venture Agreement shall be for the life of the project and corresponding crediting periods from the effective date of the Joint Venture Agreement, unless sooner terminated as therein provided, subject to and upon the conditions specified therein.  Either party may terminate the Joint Venture Agreement at anytime for any reason upon 30 days prior notice to the other party.  After the date of  termination of the Joint Venture Agreement ("Termination Date") regardless of terminating party, the registrant shall be entitled to all fees due for sales of Credits completed prior to the Termination Date.

As a result of the Joint Venture Agreement, the registrant issued 72,142,973 shares of its common stock to Strategic Alliance Consulting Group, Ltd., George D. Sinnis, Glenn Sturm, Nelson Mullins Riley & Scarborough LLP, and Raymond F. Barbush III, pursuant to various Joint Venture Compensation Agreements executed on November 22, 2010, as follows:

62,642,973 shares to Strategic Alliance Consulting Group, Ltd.;

2,000,000 shares to George D. Sinnis;

500,000 shares to Glenn Sturm;

2,000,000 shares to Nelson Mullins Riley & Scarborough LLP; and

5,000,000 shares to Raymond F. Barbush III.

In addition, the registrant agreed to pay the sum of $120,000.00 to Strategic Alliance Consulting Group, Ltd.

Copies of the Joint Venture Agreement and the Joint Venture Compensation Agreements were attached as exhibits to a current report filed with the Commission on November 23, 2010.

No Change of Control

As a result of the various Joint Venture Compensation Agreements above described, Strategic Alliance Consulting Group, Ltd., George D. Sinnis, Glenn Sturm, Nelson Mullins Riley & Scarborough LLP, and Raymond F. Barbush III (the "Joint Venture Compensation Stockholders") will own approximately 40 percent of the issued and outstanding shares of the Global Earth Common Stock, with the remaining approximately 60 percent owned by the current Global Earth stockholders.  However, it should be understood that one stockholder of Global Earth owns 1,000,000 shares of the Global Earth Class B preferred stock which has voting rights equal to 500 shares of the Global Earth Common Stock for every one share of Global Earth preferred stock held, which equates to voting rights of 500,000,000 shares of the Global Earth Common Stock, which amount exceeds the outstanding shares of the Global Earth Common Stock.  Therefore, due to the voting rights contained in the outstanding shares of the Global Earth preferred stock, there will be no change of control in Global Earth.



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Except as described herein, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our board of directors and, to our knowledge, no other arrangement exists that might result in a future change of control of Global Earth.  Global Earth, for the foreseeable future, will continue to be a "smaller reporting company," as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

On date of this report, there were approximately 78,473,156 shares of the Global Earth Common Stock outstanding owned by the Global Earth Stockholders who were not "affiliates" as defined in the Securities Act.  These approximate 78,473,156 shares constituted the "public float" of Global Earth prior to the date of this report and will continue to represent the only shares of the Global Earth Common Stock that are currently eligible for resale under Rule 144.

Prior to the Joint Venture Agreement, there were no material relationships between Global Earth and any of the Joint Venture Compensation Stockholders, or any of their respective affiliates, directors or officers, or any associates of their respective officers or directors.

The RCI Solar, Inc. Plan of Merger

On May 10, 2010, Global Earth Energy, Inc., a Nevada corporation ("Global Earth" or the "registrant"), Global Earth Energy Acquisition Company, a Wyoming corporation (the "Subsidiary"), 688239 B.C. Ltd., a British Columbia corporation ("688239 B.C."), and Melvin K. Dick (the "688239 B.C. Stockholder") executed and closed a Plan and Agreement of Triangular Merger (the "Plan of Merger"), whereby 688239 B.C. merged into the Subsidiary, a wholly-owned subsidiary of the registrant (the "Merger").  As a result of the Merger, the 688239 B.C. Stockholder received shares of the common stock of the registrant, par value $0.10 per share (the "Global Earth Common Stock") in exchange for all of his shares of the common stock of 688239 B.C., without par value per share (the "688239 B.C. Common Stock").  The basic terms of the Plan of Merger were as follows:

Plan Adopted.  A plan of merger whereby 688239 B.C. merges with and into the Subsidiary (this "Plan of Merger"), pursuant to the provisions of laws of the Province of British Columbia and the State of Wyoming and Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended, was adopted as follows:

688239 B.C. was merged with and into the Subsidiary, to exist and be governed by the laws of the State of Wyoming.

The Subsidiary was the surviving corporation (the "Surviving Corporation") and its name was changed to RCI Solar, Inc.  The Surviving Corporation continued to be a wholly-owned subsidiary of Global Earth.

When this Plan of Merger became effective, the separate existence of 688239 B.C. ceased and the Surviving Corporation succeeded, without other transfer, to all the rights and properties of 688239 B.C. and was subject to all the debts and liabilities of such corporation in the same manner as if the Surviving Corporation had itself incurred them.  All rights of creditors and all liens upon the property of each constituent entity was preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the Merger.



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The Surviving Corporation was responsible for the payment of all fees and franchise taxes of the constituent entities payable to the State of Wyoming and the Province of British Columbia, if any.

The Surviving Corporation carried on business with the assets of 688239 B.C., as well as the assets of the Subsidiary.

The Surviving Corporation was responsible for the payment of the fair value of shares, if any, required under the laws of the Province of British Columbia.

The 688239 B.C. Stockholder surrendered all of his shares of the 688239 B.C. Common Stock in the manner set forth in the Plan of Merger.

In exchange for the shares of the 688239 B.C. Common Stock surrendered by the 688239 B.C. Stockholder, Global Earth issued and transferred to him 65,000,000 shares of the Global Earth Common Stock.

Termination of a Material Definitive Agreement with RCI Solar, Inc.

On December 2, 2010, the registrant, RCI Solar, Inc., and Melvin K. Dick rescinded that certain Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc., Global Earth Energy Acquisition Company and 688239 B.C. Ltd. effective on May 10, 2010.  Although the agreement was dated November 15, 2010, it was not executed by the parties until December 2, 2010.  We filed with the Commission a current report on May 10, 2010 with respect to the Plan and Agreement of Triangular Merger, which included as an exhibit a copy of the Plan and Agreement of Triangular Merger.  On August 16, 2010, we filed with the Commission an amendment to the current report filed with the Commission on May 10, 2010 which included the financial statements with respect to the Plan and Agreement of Triangular Merger.

Rescission of the RCI Solar, Inc. Plan of Merger

Some of the pertinent provisions of the Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc. were as follows:

Rescission of the Plan of Merger.  Due to the difficulties of completing an audit of the Subsidiary, the parties to the Plan of Merger desire to rescind the Plan of Merger (the "Rescission").  As a result of the Rescission, Global Earth has transferred to Melvin Dick all of Global Earths interest in the 5,000 shares of the Class A Common Stock of 688239 B.C. which Melvin Dick previously agreed to deliver to Global Earth.  Melvin Dick shall be permitted to retain the 65,000,000 shares of the Global Earth Common Stock which he received in connection with the Plan of Merger.

Rescission of the Merger.  As a result of the Rescission of the Plan of Merger, the Merger and the Plan of Merger are hereby rescinded and shall be of no further force or effect from the date hereof.

Melvin Dick Settlement.  As a result of the mutual covenants and considerations contained herein, Melvin Dick, individually and for his assigns, predecessors, successors, joint venturers, heirs, executors, administrators, personal representatives, and trustees, and any other person at interest therewith, does hereby agree to retain the 65,000,000 shares of the Global Earth Common Stock and acknowledges the receipt of the 5,000 shares of the Class A Common Stock of 688239 B.C. which Melvin Dick previously agreed to deliver to Global Earth in full and final payment of all sums owing to Melvin Dick by Global Earth in connection with the Merger and the Plan of Merger.

Global Earth Settlement.  As a result of the mutual covenants and considerations contained herein, in full and final payment of all sums owing by Melvin Dick to Global Earth in connection with the Merger and the Plan of Merger, Global Earth, individually and for its assigns, predecessors, successors, joint venturers, personal representatives, stockholders, officers, directors, employees, underwriters, attorneys, and trustees, and any other person at interest therewith, does hereby agree to allow Melvin Dick to retain the 65,000,000 shares of the Global Earth Common Stock previously delivered to him and to relinquish any claim to the 5,000 shares of the Class A Common Stock of 688239 B.C. which Melvin Dick previously agreed to deliver to Global Earth.

Release of Global Earth.  Melvin Dick, without any further action, shall be deemed to have released and forever discharged Global Earth, its assigns, predecessors, successors, joint venturers, personal representatives, stockholders, officers, directors, employees, underwriters, attorneys, and trustees, and any other person at interest therewith, from and against any and all claims, demands, debts, interest, expenses, dues, liens, liabilities, causes of action including court costs or attorneys fees, or any other form of compensation, he may now own or hereafter acquire against Global Earth, whether statutory, in contract, in tort, either at law or in equity, including quantum meruit, as well as any other kind or character of action on account of, growing out of, relating to or concerning, whether directly or indirectly, the Merger and the Plan of Merger, any other instrument, agreement or transaction, whether written or oral, in connection with the Merger and the Plan of Merger, or any other transaction or occurrence of any nature whatsoever occurring before the execution of this Agreement.



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Acknowledgment by Melvin Dick.  Melvin Dick acknowledges and agrees that the release and discharge set forth above is a general release.  Melvin Dick further agrees that he has accepted the 65,000,000 shares of the Global Earth Common Stock as a complete compromise of matters involving disputed issues of law and fact.  Melvin Dick further acknowledges that the general release set forth hereinabove has been given voluntarily, based solely upon the judgment of Melvin Dick formed after consultation with his attorney, and is not based upon any representations or statements of any kind or nature whatsoever made by or on behalf of Global Earth as to the liability, if any, of Global Earth, or the value of the Merger and the Plan of Merger or any other matter relating thereto.  Additionally, Melvin Dick expressly states and acknowledges that no promise, agreement, or representation, other than those expressed herein, have been made by Global Earth to Melvin Dick or his attorney in order to induce the execution of this Agreement.

Release of Melvin Dick.  Global Earth, without any further action, shall be deemed to have released and forever discharged Melvin Dick, individually, and his assigns, predecessors, successors, joint venturers, heirs, executors, administrators, personal representatives, and trustees, and any other person at interest therewith, from and against any and all claims, demands, debts, interest, expenses, dues, liens, liabilities, causes of action including court costs or attorneys fees, or any other form of compensation, it may now own or hereafter acquire against Melvin Dick, whether statutory, in contract, in tort, either at law or in equity, including quantum meruit, as well as any other kind or character of action on account of, growing out of, relating to or concerning, whether directly or indirectly, the Merger and the Plan of Merger, any other instrument, agreement or transaction, whether written or oral, in connection with the Merger and the Plan of Merger, or any other transaction or occurrence of any nature whatsoever occurring before the execution of this Agreement.

Acknowledgment by Global Earth.  Global Earth acknowledges and agrees that the release and discharge set forth above is a general release.  Global Earth further agrees that it has issued the 65,000,000 shares of the Global Earth Common Stock as a complete compromise of matters involving disputed issues of law and fact.  Global Earth further acknowledges that the general release set forth hereinabove has been given voluntarily, based solely upon the judgment of Global Earth formed after consultation with is attorney, and is not based upon any representations or statements of any kind or nature whatsoever made by or on behalf of Melvin Dick as to the liability, if any, of Melvin Dick, or the value of the Merger and the Plan of Merger or any other matter relating thereto.  Additionally, Global Earth expressly states and acknowledges that no promise, agreement, or representation, other than those expressed herein, have been made by Melvin Dick to Global Earth or its attorney in order to induce the execution of this Agreement.

A copy of the Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc. was filed with the Commission as an exhibit to our current report filed on December 3, 2010.



On June 16, 2011, the Company acquired a 25% equity ownership in Global Earth Natural Resources Inc., a New Brunswick corporation. The Company provided no consideration for the transfer as the transferor is under common control. The book value of the ownership received was immaterial and therefore there was no related accounting impact from the transfer.



Global Earth Natural Resources Inc.s business plans include plans to develop natural resources for multiple end use purposes, including coal and other minerals.  Global Earth Natural Resources Inc. is in the process of being listed on a major global stock exchange.



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Employees

None.

Transfer Agent

Transfer Online, Inc. is our transfer agent.

Item 1A.

Risk Factors.

Not applicable.

Item 1B.

Unresolved Staff Comments.

None.

Item 2.

Properties.

Our corporate office is located at 1213 Culberth Drive, Wilmington, North Carolina 28405 which we rent at the rate of $250.00 per month.  In addition, we use approximately 400 square feet of office space at 5050 De Sorel, 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.

None.

Item 4.

(Removed and Reserved).

Not applicable.

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PART II

Item 5.

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Since April 17, 2006, following the change in our corporate name from International Development Corp. to Global Wataire, Inc., our common stock was 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.OB"  Our symbol was changed on mMay 20, 2009 to "GLER.OB."  Since, February, 2011, our shares have been quoted on the OTCQB maintained by Pink Sheets, Inc. under the symbol "GLER.PK."  Since February, 2011, our shares are no longer quoted on the OTC Bulletin Board.

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.



HighLowFiscal 2010 Quarter Ended:November 30, 2009$ 0.03$ 0.02February 28, 2010$ 0.02$ 0.01May 31, 2010$ 0.10$ 0.05August 31, 2010$ 0.03$ 0.02Fiscal 2011 Quarter Ended:November 30, 2010$ 0.03$ 0.0022February 28, 2011$ 0.021$ 0.0031May 31, 2011$0.0133$ 0.0034August 31, 2011$ 0.0051$ 0.0026




We currently have 709,441,574 shares of our common stock outstanding.  Our shares of common stock are held by approximately 1,688 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.

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

Recent Sales of Unregistered Securities

None.

Securities Authorized for Issuance under Equity Compensation Plans



Plan CategoryNumber of securities to be issued
    upon exercise of outstanding options, warrants and rights
    
    Weighted-average exercise price
    of outstanding options,
    warrants and rightsNumber of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)Common Stock(a)
    
    (b)(c)Equity compensation plans approved by security holders35,000,000
    
    $0.003 - $0.76-0-Equity compensation plans not approved by security holders-0-
    
    $-0--0-Total35,000,000
    
    -0-Preferred Stock  Class AEquity compensation plans approved by security holders365,000
    
    $8.60 - $15.20-0-Equity compensation plans not approved by security holders-0-
    
    $-0--0-Total365,000
    
    -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.



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Item 6.

Selected Financial Data.

Not applicable.

Item 7.

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

Results of Operations

Comparison of consolidated results of operations for the years ended August 31, 2011 and August 31, 2010.

Revenue for the years ending August 31, 2011 and 2010 was $-0- and $20,000, respectively.  These revenues were professional services generated from our subsidiary, Knightsbridge Corp., for assisting an unrelated party in becoming a public company.  Cost of goods sold was $-0-, for each of the years ending August 31, 2011 and 2010.  Gross profit was $-0- and $20,000 for fiscal 2011 and 2010, respectively.

The net loss for the year ended August 31, 2011 was $4,520,865 compared to a net loss of $6,222,273 for the year ended August 31, 2010.  Expenses for the year ended August 31, 2011 decreased $1,704,904 over the year ended August 31, 2010.  Decreases in total expenses can be directly attributable to a decrease in compensation expenses  stock awards of $3,925,039, an increase in consulting expense of $1,070,048, a decrease in bad debt of $56,750, an increase general and administrative costs of $332,542, an increase in interest expense of $156,752 a decrease in impairment loss of $383,853 resulting from the impairment of the joint venture, an increase in loss on conversion of $180,000 and an increase in loss on derivative of $864,646.  Interest expense increased over fiscal 2010 as a result of the increase in the outstanding balances owing to directors and outside parties and amortization of debt discount, while discontinued operations of $16,504 for year end August 2010 was the result of the rescission to the Plan of Merger.

Liquidity and Capital Resources

Comparison for the fiscal years ended August 31, 2011 and August 31, 2010.

Our operations used approximately $342,196 in cash during the year ended August 31, 2011 compared to $80.910 used during the year ended August 31, 2010.  Cash required during the year ended August 31, 2011 came principally from the proceeds from issuance of convertible debt in the amount of $132,500 and  proceeds from issuance of debt in the amount of $258,623 compared to the year ended August 31, 2010, which came principally from the sale of stock in the amount of $72,658..

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.

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

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

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

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

Stock-based compensation is computed in accordance with FASB ASC 718 (prior authoritative literature:  FASB Statement No. 123R). FASB ASC 718 replaces SFAS No. 123R which requires all share-based payment to employees, including grants of employee stock options, to be recognized as compensation expense in the financial statements based on their fair values.  That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company has selected the Black-Scholes option pricing model as the most appropriate fair value method for our awards and have recognized compensation costs immediately as our awards are 100% vested.

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Subsequent Events.

On September 20, 2011, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2011, No. 2.  The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Companys stockholders, by paying their retainer or fees in the form of shares of the Companys common stock.  40,000,000 shares of common stock are registered to this plan at an offering price of $.0014.  The Plan shall expire on September 20, 2021.



Item 8.

Financial Statements and Supplementary Data.

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-29.



-19-

Item 9.

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

None.

Item 9A.

Controls and Procedures.

See Item 9A(T) below.

Item 9A(T).

Controls and Procedures.

Evaluation of Disclosure and Controls and Procedures.  We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a  15(c) and 15d  15(e).  Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period ended August 31, 2011, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

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

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

Managements Annual Report on Internal Control over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuers principal executive and principal financial officers, or persons performing similar functions, and effected by the issuers board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:



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



-20-





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



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

Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on this assessment, management identified the following conditions that indicated that our internal control over financial reporting and our disclosure controls and procedures were not effective:



Accounts payable and accrued expenses are inadequately being maintained as there is no policy for unpaid invoice documentation.



Reconciliations of shares outstanding between the accounting records and the stock transfer agent are not performed timely.



The Company has a material weakness in providing GAAP compliant financial statement disclosures without external assistance.



The Company lacks proper segregation of duties.

Changes in Internal Control Over Financial Reporting.  There have been no changes in the registrants internal control over financial reporting through the date of this report or during the period ended August 31, 2011, that materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.

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

Remediation plans for material weaknesses over internal controls.  Our plans to mitigate material weaknesses in disclosure controls and procedures for future filings will be dependent on our ability to obtain adequate financing to fund development of our financial reporting infrastructure.  At this time it is not cost beneficial for us to utilize capital to focus on mitigating financial reporting weaknesses; however, we expect to implement a plan for remediation of these deficiencies when sufficient funding to implement such a plan is available.

Item 9b.

Other Information.

Incorporated by reference from the registrants report on Form 10-K dated December 15, 2011.



-21-



PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Incorporated by reference from the registrants Form 10-K, Amendment No. 2, to the registrants Annual Report on Form 10-K for the annual period ended August 31, 2011 filed on March 25, 2011.

Item 11.

Executive Compensation.

Incorporated by reference from the registrants Form 10-K, Amendment No. 2, to the registrants Annual Report on Form 10-K for the annual period ended August 31, 2011 filed on March 25, 2011.

Item 12.

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

Incorporated by reference from the registrants Form 10-K, Amendment No. 2, to the registrants Annual Report on Form 10-K for the annual period ended August 31, 2011 filed on March 25, 2011.

Item 13.

Certain Relationships and Related Transactions and Director Independence.

Incorporated by reference from the registrants Form 10-K, Amendment No. 2, to the registrants Annual Report on Form 10-K for the annual period ended August 31, 2011 filed on March 25, 2011.

Item 14.

Principal Accounting Fees and Services.

Audit Fees

The aggregate fees billed by EFP Rotenberg LLP for professional services rendered for the audit of our annual financial statements for fiscal year ended August 31, 2010 were $30,950.

The aggregate fees billed by M&K CPAS, PLLC for professional services rendered for the audit of our annual financial statements for fiscal year ended August 31, 2011 were $31,000.

The aggregate fees billed by EFP Rotenberg LLP for professional services rendered for the audit of our annual financial statements for fiscal year ended August 31, 2011 were $-0-.

Audit Related Fees

The aggregate audit-related fees billed by EFP Rotenberg, LLP for professional services rendered for the audit of our annual financial statements for fiscal year ended August 31, 2010 were $39,000 for procedures associated with restatements of 10-K/A for August 31, 2009 and 10-QSB/A for May 31, 2010 and the audit of RCI Solar filed in the Company's 8-K/A Item 9.01, filed on August 16, 2010.

The aggregate audit-related fees billed by EFP Rotenberg, LLP for professional services rendered for the audit of our annual financial statements for fiscal year ended August 31, 2011 were $5,500 for procedures associated with restatements of 10-K/A for August 31, 2010 and reviews of S-8s.

The aggregate audit-related fees billed by M&K CPAS, PLLC for professional services rendered for the audit of our annual financial statements for fiscal year ended August 31, 2011 were $-0-.

Tax Fees

The aggregate tax fees billed by Carolyn Merrill, CPA for professional services rendered for tax services for fiscal year ended August 31, 2010 were $2,250.

The aggregate tax fees billed by Carolyn Merrill, CPA for professional services rendered for tax services for fiscal year ended August 31, 2011 were $2,500.

All Other Fees

The aggregate other fees billed by Rotenberg & Company, LLP for professional services rendered during the fiscal years ended August 31, 2010 and 2011 was $-0- and $3,400, respectively for  services rendered in S-8 filings.

The aggregate other fees billed by M&K CPAS, PLLC for professional services rendered during the fiscal year ended August 31, 2011 were $3,350.

-22-



PART IV

Item 15.

Exhibits, Financial Statement Schedules.



All financial statements are included in Item 8 of this report.



All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are included in Item 8 of this report..



The following exhibits are attached to this report:

|            |                                                                                                                                                                                                                                                                                                                                               
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                                                                                                                                                                                               
|Exhibit No. | Identification of Exhibit                                                                                                                                                                                                                                                                                                                     
|2.1**       | Plan and Agreement of Triangular Merger between Global Earth Energy, Inc., Global Earth Energy Acquisition Company, 688239 B.C. Ltd., and Melvin K. Dick dated May 10, 2011, filed as Exhibit 2.1 to the registrants Current Report on Form 8-K on May 10, 2011, Commission File Number 000-31343.                                           
|3.1**       | Articles of Incorporation filed on April 11, 2000, filed as Exhibit 1 to the registrants Current Report on Form 10SB12G on August 15, 2000, Commission File Number 000-31343.                                                                                                                                                                
|3.2**       | Bylaws approved January 31, 1997, filed as Exhibit 2 to the registrants Current Report on Form 10SB12G on August 15, 2000, Commission File Number 000-31343.                                                                                                                                                                                 
|3.3**       | Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on February 5, 2008, filed as Exhibit 3.1 to the registrants Current Report on Form 8-K on April 4, 2008, Commission File Number 000-31343.                                                                                            
|10.1**      | Investment Agreement dated August 24, 2007 by and between Global Wataire, Inc., now Global Earth Energy, Inc., and Dutchess Private Equities Fund, Ltd., filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on August 30, 2007, Commission File Number 000-31343.                                                           
|10.2**      | Registration Rights Agreement dated August 24, 2007 by and between Global Wataire, Inc., now Global Earth Energy, Inc., and Dutchess Private Equities Fund, Ltd., filed as Exhibit 10.2 to the registrants Current Report on Form 8-K on August 30, 2007, Commission File Number 000-31343.                                                  
|10.3**      | Amendment to the Investment Agreement by and between Global Wataire, Inc., now Global Earth Energy, Inc., and Dutchess Private Equities Fund, Ltd. dated December 18, 2007, filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on December 20, 2007, Commission File Number 000-31343.                                      
|10.4**      | Amendment to the Registration Rights Agreement by and between Global Wataire, Inc., now Global Earth Energy, Inc., and Dutchess Private Equities Fund, Ltd. dated December 18, 2007, filed as Exhibit 10.4 to the registrants Current Report on Form 8-K on December 20, 2007, Commission File Number 000-31343.                             
|10.5**      | Letter of Intent between Global Earth Energy, Inc. and 688239 B.C., Ltd., filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on March 19, 2010, Commission File Number 000-31343, Commission File Number 000-31343.                                                                                                         
|10.6**      | Investment Agreement dated as of May 20, 2010 by and between Global Earth Energy, Inc., a Nevada corporation, and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on May 24, 2010, Commission File Number 000-31343.                                  
|10.7**      | Registration Rights Agreement dated as of May 20, 2010, by and between Global Earth Energy, Inc., a Nevada corporation, and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, filed as Exhibit 10.2 to the registrants Current Report on Form 8-K on May 24, 2010, Commission File Number 000-31343.                        
|10.8**      | AGS Capital Group, LLC Investment Agreement, executed on October 5, 2010, between Global Earth Energy, Inc. and AGS Capital Group, LLC, filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.                                                                           
|10.9**      | AGS Capital Group, LLC Registration Rights Agreement, executed on October 5, 2010, between Global Earth Energy, Inc. and AGS Capital Group, LLC, filed as Exhibit 10.2 to the registrants Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.                                                                  
|            |                                                                                                                                                                                                                                                                                                                                               
|10.10**     | Asher Enterprises Inc. Securities Purchase Agreement, executed on October 5, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.                                                                 
|10.11**     | Asher Enterprises Inc. Convertible Promissory Note, executed on October 5, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.4 to the registrants Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.                                                                   
|10.12**     | Joint Venture Agreement between Reflora do Brasil and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.1 to the registrants Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.                                                                                                          
|10.13**     | Joint Venture Compensation Agreement between Strategic Alliance Consulting Group, Ltd. and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.2 to the registrants Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.                                                                     
|10.14**     | Joint Venture Compensation Agreement between George D. Sinnis and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.3 to the registrants Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.                                                                                              
|10.15**     | Joint Venture Compensation Agreement between Glenn Sturm and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.4 to the registrants Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.                                                                                                   
|10.16**     | Joint Venture Compensation Agreement between Nelson Mullins Riley & Scarborough LLP and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.5 to the registrants Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.                                                                        
|10.17**     | Joint Venture Compensation Agreement between Raymond F. Barbush III and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.6 to the registrants Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.                                                                                        
|10.18**     | Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on December 2, 2010, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on December 3, 2010, Commission File Number 000-31343.
|10.19**     | Warrant issued to Norman T. Reynolds, Esq. for 2,000,000 shares of the common stock of the registrant, dated August 2, 2010, filed as Exhibit 10.19 to the registrants Annual Report on Form 10-K on December 15, 2010, Commission File Number 000-31343.                                                                                    
|10.20**     | Joint Venture Agreement dated January 10, 2011, between LifeCycle Investments, L.L.C. and Global Earth Energy, Inc., filed as Exhibit 10.12 to the registrants Current Report on Form 8-K on January 12, 2011, Commission File Number 000-31343.                                                                                             
|10.21**     | Management Agreement dated October 1, 2004, between the registrant and Betty Harland, filed as Exhibit 10.4 to the registrants Annual Report on Form 10-KSB on January 30, 2006, Commission File Number 000-31343.                                                                                                                           
|10.22**     | Employment Agreement dated August 25, 2007, between the registrant and Sydney A. Harland, filed as Exhibit 10.22 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                      
|10.23**     | Employment Agreement dated August 25, 2007, between the registrant and Edmund J. Gorman, filed as Exhibit 10.23 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                       
|10.24**     | Amended Management Agreement effective October 1, 2009, between the registrant and Betty Harland, filed as Exhibit 10.24 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                              
|10.25**     | Amended Employment Agreement effective August 25, 2009, between the registrant and Edmund J. Gorman, filed as Exhibit 10.25 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                           
|10.26**     | Amended Charter of the Audit Committee of Global Earth Energy, Inc., filed as Exhibit 10.26 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                                           
|10.27**     | Amended Code of Business Conduct of Global Earth Energy, Inc., filed as Exhibit 10.27 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                                                 
|            |                                                                                                                                                                                                                                                                                                                                               
|10.28**     | Amended Code of Ethics for Senior Executive Officers and Senior Financial Officers of Global Earth Energy, Inc., filed as Exhibit 10.28 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                               
|10.29**     | Amended Charter of the Compensation Committee of Global Earth Energy, Inc., filed as Exhibit 10.29 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                                    
|10.30**     | Amended Corporate Governance Principles of the Board of Directors of Global Earth Energy, Inc., filed as Exhibit 10.30 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                
|10.31**     | Amended Charter of the Executive Committee of the Board of Directors of Global Earth Energy, Inc. , filed as Exhibit 10.31 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                            
|10.32**     | Amended Charter of the Governance and Nominating Committee of Global Earth Energy, Inc., filed as Exhibit 10.32 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                       
|10.33**     | Amended Charter of the Finance Committee of Global Earth Energy, Inc., filed as Exhibit 10.33 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                                         
|21.0**      | Subsidiaries of the registrant, filed as Exhibit 21.0 to the registrants Annual Report on Form 10-K/A, Amendment No. 1, on January 18, 2011, Commission File Number 000-31343..                                                                                                                                                              
|23.2*       | Consent of Independent Certified Public Accountants.                                                                                                                                                                                                                                                                                          
|31.1*       | Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                         
|31.2*       | Certification of Edmund J. Gorman, Chief Financial Officer and Principal Accounting Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.                                                                                                                         
|32.1*       | Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                         
|32.2*       | Certification of Edmund J. Gorman, Chief Financial Officer and Principal Accounting Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                                                                                                                         

____________

*Filed herewith.

**Previously filed.



-23-

SIGNATURES

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

GLOBAL EARTH ENERGY, INC.

Date: December 14, 2011.

By/s/ Sydney A. Harland

Sydney A. Harland, Chief Executive Officer



By/s/ Edmund J. Gorman

Edmund J. Gorman, Chief Financial Officer and

Principal Accounting Officer



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

|          |  |       |  |     
|--------- |  | ----- |  | ----
|Signature |  | Title |  | Date

|                                       |  |                                                                    |  |                  
|-------------------------------------- |  | ------------------------------------------------------------------ |  | -----------------
|/s/ Sydney A. HarlandSYDNEY A. HARLAND |  | Chief Executive Officer and Director                               |  | December 14, 2011
|/s/ Edmund J. GormanEDMUND J. GORMAN   |  | Chief Financial Officer, Principal Accounting Officer and Director |  | December 14, 2011
|/s/ Betty-Ann HarlandBETTY-ANN HARLAND |  | Chairman                                                           |  | December 14, 2011
|/s/ Robert GlassenROBERT GLASSEN       |  | Director                                                           |  | December 14, 2011
|/s/ Arthur N. KellyARTHUR N. KELLY     |  | Director                                                           |  | December 14, 2011
|/s/ Richard ProulxRICHARD PROULX       |  | Director                                                           |  | December 14, 2011



-24-



GLOBAL EARTH ENERGY, INC.

(A DEVELOPMENT STAGE COMPANY)

Wilmington, North Carolina



FINANCIAL REPORTSATAUGUST 31, 2011




GLOBAL EARTH ENERGY, INC.
    (A DEVLOPMENT STAGE COMPANY)
    Wilmington, North Carolina
    
    TABLE OF CONTENTS
    
    
    Consolidated Balance Sheets at August 31, 2011 and 2010 (Restated)                                     F- 4
    

    Consolidated Statements of Operations for the Years Ended August 31, 2011 and 2010(Restated)
    and for the Period from the Date the Company Re-entered the Development
    Stage (March 1, 2010) Through August 31, 2011
    F-5
    
    Consolidated Statements of Cash Flows for the Years Ended August 31, 2011 and 2010
    (Restated) and for the Period from the Date the Company  Re-entered the Development
    Stage (March 1, 2010) Through August 31, 2011
    F-6
    
	   Consolidated Statements of Changes in Stockholders Deficit for the
    Years Ended August 31, 2011 and 2010  (Restated)                                                              F-7
    
    Notes to Consolidated Financial Statements
    F-8 -29


F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Global Earth Energy, Inc.

(A Development Stage Company)



We have audited the accompanying balance sheets of Global Earth Energy, Inc. (a development stage company) as of August 31, 2011, and the related statements of operations, changes in stockholders' deficit, and cash flows for the year then ended. The financial statements for the year ended August 31, 2010 were audited by other auditors whose reports expressed unqualified opinions on those statements. The financial statements for the period March 31, 2010 (date of re-entering development stage) through August 31, 2011, insofar as it relates to amounts for prior periods through August 31, 2010, is based solely on the report of other auditors. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Earth Energy, Inc. as of August 31, 2011, and the results of its operations, changes in stockholders' deficit and cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note D to the financial statements, the Company has reported recurring losses from operations and had a working capital deficit at August 31, 2011, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note D. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

December 14, 2011





-F-2-

[otherauditorlette001.jpg]

-F-3



|GLOBAL EARTH ENERGY, INC.    
|-----------------------------
|(A Development Stage Company)
|Wilmington, North Carolina   
|                             
|CONSOLIDATED BALANCE SHEETS  





|                                                                                                                                                                                     |                 |  | (Restated)    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------- |  | --------------
|August 31,                                                                                                                                                                           | 2011            |  | 2010          
|                                                                                                                                                                                     |                 |  |               
|ASSETS                                                                                                                                                                               |                 |  |               
|Current Assets                                                                                                                                                                       |                 |  |               
|Cash and Cash Equivalents                                                                                                                                                            | $         9,574 |  | $           70
|Prepaid Expenses                                                                                                                                                                     |               |  | 52,820        
|                                                                                                                                                                                     |                 |  |               
|Total Assets                                                                                                                                                                         | $         9,574 |  | $    52,890   
|                                                                                                                                                                                     |                 |  |               
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                |                 |  |               
|Current Liabilities                                                                                                                                                                  |                 |  |               
|Note Payable  Related Party                                                                                                                                                         | $    236,500    |  | $           
|Note Payable                                                                                                                                                                         | 15,000          |  |             
|Convertible Notes Payable, Net                                                                                                                                                       | 6,797           |  |             
|Accrued Expenses                                                                                                                                                                     | 227,743         |  | 480,336       
|Due to Joint Venture                                                                                                                                                                 | 101,250         |  |             
|Derivative Liabilities                                                                                                                                                               | 163,934         |  |             
|Accrued Interest ($415,790 owed to related parties)                                                                                                                                  | 416,542         |  | 339,449       
|Accrued Compensation - Directors                                                                                                                                                     | 2,809,968       |  | 2,249,811     
|Due to Directors                                                                                                                                                                     | 400             |  | 13,950        
|                                                                                                                                                                                     |                 |  |               
|Total Liabilities                                                                                                                                                                    | 3,978,134       |  | 3,083,546     
|                                                                                                                                                                                     |                 |  |               
|Stockholders' Deficit                                                                                                                                                                |                 |  |               
|Common Stock :  $.001 Par; 800,000,000 Shares Authorized;                                                                                                                            |                 |  |               
|709,471,574 and 121,624,800 Issued and
709,441,574 and 121,594,800 Outstanding                                                                                                       | 709,472         |  | 121,625       
|                                                                                                                                                                                     |                 |  |               
|Stock Held in Escrow:  104,347,446 and -0- Held in Escrow,
respectively                                                                                                              | (775,554)       |  |             
|                                                                                                                                                                                     |                 |  |               
|Common Stock, Class B:  $.001 Par; 50,000 Shares                                                                                                                                     |                 |  |               
|Authorized; -0- Issued and Outstanding                                                                                                                                               |               |  |              
|                                                                                                                                                                                     |                 |  |               
|Preferred Stock, Class A:  $.001 Par; 10,000 and 1,000,000 Shares                           Authorized; -0-and 30,000 Issued and Outstanding,                           respectively |               |  | 30            
|                                                                                                                                                                                     |                 |  |               
|Preferred Stock, Class B:  $.001 Par; 5,000,000 Shares Authorized;                                                                                                                   |                 |  |               
|3,000,000 and 1,000,000 Issued and Outstanding,
respectively                                                                                                                         | 3,000           |  | 1,000         
|Preferred Stock, Class C:  $.001 Par; 15,000,000 Shares                                                                                                                              |                 |  |               
|Authorized;  -0-  Issued and Outstanding                                                                                                                                             |               |  |              
|Preferred Stock, Class D:  $.001 Par;  13,000,000 Shares                                                                                                                             |                 |  |               
|Authorized;  -0- Issued and Outstanding                                                                                                                                              |               |  |              
|                                                                                                                                                                                     |                 |  |               
|Additional Paid-In-Capital                                                                                                                                                           | 13,642,134      |  | 9,873,436     
|Accumulated Deficit                                                                                                                                                                  | (7,419,591)     |  | (7,419,591)   
|Accumalted Deficit since re-entering the development stage                                                                                                                           | (10,125,021)    |  | (5,604,156)   
|Treasury Stock  30,000 Shares at Cost                                                                                                                                               | (3,000)         |  | (3,000)       
|                                                                                                                                                                                     |                 |  |               
|Total Stockholders' Deficit                                                                                                                                                          | (3,968,560)     |  | (3,030,656)   
|                                                                                                                                                                                     |                 |  |               
|Total Liabilities and Stockholders' Deficit                                                                                                                                          | $       9,574   |  | $     52,890  





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



-F-4-







|GLOBAL EARTH ENERGY, INC.            
|-------------------------------------
|(A NEVADA CORPORATION)               
|Wilmington, North Carolina           
|                                     
|                                     
|CONSOLIDATED STATEMENTS OF OPERATIONS



|                                            |  |                  |  |               |                                           |  |  |  |  |  |  |  |  |  |  |  |  | 
|------------------------------------------- |  | ---------------- |  | ------------- | ----------------------------------------- |  |  |  |  |  |  |  |  |  |  |  |  | 
|                                            |  |                  |  |               | Period From                              
|                                            |  |                  |  |               | Date of re-entering the Development Stage
|                                            |  |                  |  |               | March 1, 2010                            
|                                            |  |                  |  | (Restated)    | Through                                  
|For the Years Ended August 31,              |  | 2011             |  | 2010          | August 31, 2011                          
|                                            |  |                  |  |               |                                          
|Revenues, Net                               |  | $              |  | $   20,000    | $                                      
|                                            |  |                  |  |               |                                          
|Cost of Goods Sold                          |  |                 |  |              |                                         
|                                            |  |                  |  |               |                                          
|Gross Profit                                |  |                |  | 20,000        |                                        
|                                            |  |                  |  |               |                                          
|Expenses                                    |  |                  |  |               |                                          
|Compensation Expense                        |  | 92,371           |  | 4,017,410     | 4,082,781                                
|Consulting Fees                             |  | 1,937,355        |  | 867,307       | 2,360,097                                
|General and Administrative                  |  | 652,281          |  | 319,739       | 899,041                                  
|Impairment Loss                             |  | 444,643          |  | 828,496       | 1,273,191                                
|Interest Expense                            |  | 349,569          |  | 192,817       | 448,761                                  
|Loss on Conversion                          |  | 180,000          |  |             | 180,000                                  
|Loss on Derivative                          |  | 864,646          |  |             | 864,646                                  
|                                            |  |                  |  |               |                                          
|Total Expenses                              |  | 4,520,865        |  | 6,225,769     | 10,108,517                               
|                                            |  | ,                |  |               |                                          
|Loss from Operations Before                 |  |                  |  |               |                                          
|Provision for Taxes                         |  | (4,520,865)      |  | (6,205,769)   | (10,108,517)                             
|                                            |  |                  |  |               |                                          
|Provision for Taxes                         |  |                 |  |              |                                         
|                                            |  |                  |  |               |                                          
|Loss from Operations                        |  | (4,520,865)      |  | (6,205,769)   | (10,108,517)                             
|                                            |  |                  |  |               |                                          
|Discontinued Operations                     |  |                  |  |               |                                          
|Loss from Discontinued Operations           |  |                |  | (16,504)      | (16,504)                                 
|                                            |  |                  |  |               |                                          
|Net Loss                                    |  | $ (4,520,865)    |  | $(6,222,273)  | $  (10,125,021)                          
|                                            |  |                  |  |               |                                          
|Weighted Average Number of                  |  |                  |  |               |                                          
|Common Shares Outstanding -                 |  |                  |  |               |                                          
|Basic and Diluted                           |  | 416,832,466      |  | 52,767,010    |                                          
|                                            |  |                  |  |               |                                          
|Net Loss Per Common Share -                 |  |                  |  |               |                                          
|Basic and Diluted  Continuing Operations   |  | $       (.01)    |  | $       (.12) |                                          
|Basic and Diluted  Discontinued Operations |  | $       (.00)    |  | $       (.00) |                                          





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



-F-5-



|GLOBAL EARTH ENERGY, INC.            
|-------------------------------------
|(A Development Stage Company)        
|Wilmington, North Carolina           
|                                     
|CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                      |                 |                                           |                  |                 |  | 
|--------------------------------------------------------------------- | --------------- | ----------------------------------------- | ---------------- | --------------- |  | 
|                                                                      |                 | Date of re-entering the Development Stage
|                                                                      |                 | March 1, 2010                            
|                                                                      | (Restated)      | Through                                  
|For the Years Ended August 31,                                        | 2011            |                                           | 2010             | August 31, 2011
|                                                                      |                 |                                           |                  |                
|Cash Flows from Operating Activities                                  |                 |                                           |                  |                
|                                                                      |                 |                                           |                  |                
|Net Loss                                                              | $ (4,520,865)   |                                           | $ (6,222,273)    | $  (10,125,021)
|                                                                      |                 |                                           |                  |                
|Non-Cash Adjustments:                                                 |                 |                                           |                  |                
|Bad Debt                                                              | 5,000           |                                           | 61,750           | 66,750         
|Discontinued Operations                                               |               |                                           | 16,504           | 16,504         
|Imputed Interest on Note Payable                                      | 9,335           |                                           |                | 9,335          
|Preferred Stock Issued in Exchange for Services Rendered              | 600,000         |                                           |                | 600,000        
|Common Stock Issued in Exchange for Services Rendered                 | 973,320         |                                           | 191,800          | 1,002,120      
|Common Stock Issued for Prepaid Consulting                            |                |                                           | (52,820)         |               
|Compensation Expense  Stock Option Awards                            | 92,371          |                                           | 4,017,410        | 4,082,781      
|Impairment Loss                                                       | 444,643         |                                           | 828,496          | 1,273,139      
|Amortization of Debt Discount                                         | 111,797         |                                           |                | 111,797        
|Loss on Conversion of accrued expenses for stock payable              | 180,000         |                                           |                | 180,000        
|Loss on Derivative                                                    | 864,646         |                                           |                 | 864,646        
|Changes in Assets and Liabilities:                                    |                 |                                           |                  |                
|Prepaid Expenses                                                      | 52,820          |                                           |                | 110,875        
|Other Assets                                                          | (5,000)         |                                           |                | (5,000)        
|Accrued Expenses                                                      |               |                                           | 248,906          | 135,602        
|Accrued Interest                                                      |               |                                           | 192,817          | 99,192         
|Accrued Compensation - Directors                                      | 849,737         |                                           | 636,500          | 1,167,987      
|                                                                      |                 |                                           |                  |                
|Net Cash Flows from Operating Activities                              | (342,196)       |                                           | (80,910)         | (409,293)      
|                                                                      |                 |                                           |                  |                
|Cash Flows from Investing Activities                                  |                 |                                           |                  |                
|Cash Paid to Joint Venture                                            | (18,750)        |                                           |                | (18,750)       
|                                                                      |                 |                                           |                  |                
|Cash Flows from Financing Activities                                  |                 |                                           |                  |                
|Cash Proceeds from Convertible Debt                                   | 132,500         |                                           |                | 132,500        
|Cash Proceeds from Issuance of Debt                                   | 15,000          |                                           |                | 15,000         
|Cash Proceeds from Sale of Stock                                      |               |                                           | 72,658           | 72,658         
|Cash Proceeds from Issuance of Related Party Debt                     | 243,623         |                                           |                | 243,623        
|Repayment of Related Party Debt                                       | (20,673)        |                                           |                | (20,673)       
|Advances from (Repayment to) Directors - Net                          |               |                                           | (5,575)          | (5,781)        
|                                                                      |                 |                                           |                  |                
|Net Cash Flows from Financing Activities                              | 370,450         |                                           | 67,083           | 437,327        
|                                                                      |                 |                                           |                  |                
|Net Change in Cash and Cash Equivalents                               | 9,504           |                                           | (13,827)         | 9,284          
|                                                                      |                 |                                           |                  |                
|Cash and Cash Equivalents - Beginning of Year                         | 70              |                                           | 13,897           | 290            
|                                                                      |                 |                                           |                  |                 |  | 
|                                                                      |                 |                                           |                  |                
|Cash and Cash Equivalents - End of Year                               | $       9,574   |                                           | $        70      | $       9,574  
|                                                                      |                 |                                           |                  |                
|Supplemental Disclosures                                              |                 |                                           |                  |                
|Interest Paid                                                         | $     147,665   |                                           | $               | $     147,665  
|Income Taxes Paid                                                     | $              |                                           | $               | $             
|                                                                      |                 |                                           |                  |                
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVIES: |                 |                                           |                  |                
|Net Assets Acquired from Acquisition of 688239 B.C.                   | $              |                                           | $  845,000       | $     845,000  
|Common Stock Issued in Payment of Debt                                | $              |                                           | $  350,435       | $     350,435  
|Investment in Joint Venture & Due to Joint Venture                    | $    120,000    |                                           | $               | $     120,000  
|Common Stock Issued for Investment in Joint Venture                   | $    324,643    |                                           | $               | $     324,643  
|Common Stock Issued for Assets and Liabilities Assumed in Merger      | $              |                                           | $  845,000       | $     845,000  
|Common Stock Issued to Relieve Accrued Expenses                       | $    136,400    |                                           | $               | $     136,400  
|Stock Payable Reclassed to Derivative Due to Tainted Equity           | $    505,000    |                                           | $               | $     505,000  
|Discounts on Debt due to Derivative Liability                         | $    132,500    |                                           | $               | $     132,500  
|Common Stock Issued to Escrow                                         | $ 1,245,117     |                                           | $               | $  1,245,117   
|Conversion of Preferred Stock                                         | $       6,000   |                                           | $               | $         6,000
|Derivative Liability Settled for Common Stock Issued                  | $ 1,338,212     |                                           | $               | $  1,338,212   
|Common Stock Issued from Escrow for Conversion of                     |                 |                                           |                  |                
|Convertible Note Payable                                              | $    108,680    |                                           | $               | $     108,680  





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



-F-6-







|GLOBAL EARTH ENERGY, INC.                       
|------------------------------------------------
|(A NEVADA CORPORATION)                          
|Wilmington, North Carolina                      
|                                                
|CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT



|                                                          |             |             |             |                 |            |             |             |               |          |               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|--------------------------------------------------------- | ----------- | ----------- | ----------- | --------------- | ---------- | ----------- | ----------- | ------------- | -------- | ------------- |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
|                                                          |             |             |             |                 |            |             |             |              
|                                                          | Common      | Common      | Stock       | Preferred Stock | Additional |             | Treasury    | Total        
|                                                          | Stock       | Stock       | Held in     | ($.001 Par)     | Paid - In  | Accumulated | Stock       | Stockholders
|                                                          | Shares      | ($.001 Par) | Escrow      | Class A         | Class B    | Class C     | Capital     | Deficit       | at Cost  | Deficit      
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Balance - September 1, 2009                               | 6,272,334   | $     6,273 | $         | $ 96            | $1,000     | $1,000      | $ 4,510,418 | $(6,801,474)  | $(3,000) | $(2,285,687) 
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Compensation Expense  Stock Awards                       |            |            |            |                |           |            | 4,017,410   |              |         | 4,017,410    
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Common Stock Issued in Exchange for Services Rendered     | 8,200,000   | 8,200       |            |                |           |            | 183,600     |              |         | 191,800      
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Common Stock Issued for Cash                              | 4,452,466   | 4,452       |            |                |           |            | 68,207      |              |         | 72,659       
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Preferred Stock Converted to Common                       | 14,200,000  | 14,200      |            | (66)            |           | (1,000)     | (13,134)    |              |         |             
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Common Stock Issued in Payment of Debt                    | 23,500,000  | 23,500      |            |                |           |            | 326,935     |              |         | 350,435      
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Common Stock Issued in Plan of Merger                     | 65,000,000  | 65,000      |            |                |           |            | 780,000     |              |         | 845,000      
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Net Loss - Restated                                       |            |            |            |                |           |            |            | (6,222,273)   |         | (1,012,900)  
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Balance - August 31, 2010 (Restated)                      | 121,624,800 | 121,625     |            | 30              | 1,000      |            | 9,873,436   | (13,023,747)  | (3,000)  | (3,030,656)  
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Shares Issued  Joint Venture Agreement                   | 72,142,973  | 72,143      |           |               |          |           | 252,500     |             |        | 324,643      
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Compensation Expense  Stock Option Awards                |            |            |            |                |           |            | 92,371      |              |         | 92,371       
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Shares Issued to Escrow Held for Notes Payable Conversion | 151,303,801 | 151,304     | (1,245,117) |                |           |            | 1,093,813   |              |         |             
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Escrow Shares Issued Upon Conversion of Notes Payable     |            |            | 469,563     |                |           |            | (360,883)   |              |         | 108,680      
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Preferred Stock Issued in Exchange for Services Rendered  |            |            |            |                | 2,000      |            | 598,000     |              |         | 600,000      
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Common Stock Issued in Exchange for Services Rendered     | 197,400,000 | 197,400     |            |                |           |            | 775,920     |              |         | 973,320      
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Preferred Stock Converted to Common                       | 6,000,000   | 6,000       |            | (30)            |           |            | (5,970)     |              |         |             
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Settlements of Derivative Liabilities                     | 137,000,000 | 137,000     |            |                |           |            | 1,201,212   |              |         | 1,338,212    
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Imputed Interest on Non-Interest Notes                    |            |            |            |                |           |            | 9,335       |              |         | 9,335        
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Common Stock Issued to Relieve Accrued Expenses           | 24,000,000  | 24,000      |           |               |          |           | 112,400     |             |        | 136,400      
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Net Loss                                                  |             |             |            |                |           |            |            | (4,520,865)   |         | (4,520,865)  
|                                                          |             |             |             |                 |            |             |             |               |          |              
|Balance -
  August 31, 2011                               | 709,471,574 | $ 709,472   | $ (775,554) | $             | $3,000     | $         | $13,642,134 | $(17,544,612) | $(3,000) | $ (3,968,560)



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



-F-7-



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





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 Wilmington, North Carolina.



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.



On April 23, 2010, the Companys wholly owned subsidiary, Global Earth Energy Acquisition Company was incorporated in the state of Wyoming.



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



Principles of Consolidation



The consolidated financial statements include the accounts of Global Earth Energy, Inc., and its wholly owned subsidiaries; Knightsbridge Corp. and Global Earth Energy Acquisition Company (the Company).  All significant inter-company balances have been eliminated in consolidation.







-F-8 -







GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A  The Company - continued



Scope of Business



The Companys business objective is to maximize its resources to purchase holdings in the Coal, Oil and Gas field. The Companys main focus is purchasing and mining coal assets with joint venture partners and operators. Given the high demand for coal as an energy source, the Company is only attempting to purchase coal properties that produce high grade steam or metallurgic coal. Further, the Company is keeping open the possibility of expanding its operations into the oil, gas and precious metal fields of mining.



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.



Reclassifications



Certain amounts from prior periods have been reclassified to conform to the current period presentation. There is no effect on net loss, cash flows or stockholders deficit as a result of these reclassifications.





Development Stage Activities



The Company has not yet generated significant revenues since re-entering the development stage and has been defining its business operations and raising capital. All of the operating results and cash flows reported in the accompanying consolidated financial statements from March 1, 2010 through August 31, 2011 are considered to be those related to development stage activities and represent the cumulative from inception amounts from our development stage activities required to be reported pursuant to Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) 915, “Development Stage Enterprises”.



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. As of August 31, 2011 and 2010 the Company had no cash equivalents.



Income Taxes



The Company accounts for income taxes in accordance with generally accepted accounting principles which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.



The Company evaluates all significant tax positions as required by accounting principles generally accepted in the United States of America.  As of August 31, 2011, the Company does not believe that it has taken any positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year.  It is the Companys policy to recognize any interest and penalties in the provision for taxes.



Earnings per Share



Earnings per share of common stock are computed in accordance with FASB ASC 260 (prior authoritative literature:  FASB Statement No. 128.), FASB ASC 260 replaces SFAS No, 128, Earnings per Share.  Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period.  Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings per share.





- continued -



-F-9-







GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note B -

Summary of Significant Accounting Policies  continued



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 in the United States of America 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.



Stock-Based Compensation



Stock-based compensation is computed in accordance with FASB ASC 718 (prior authoritative literature:  FASB Statement No. 123R). FASB ASC 718 replaces SFAS No. 123R which requires all share-based payment to employees, including grants of employee stock options, to be recognized as compensation expense in the financial statements based on their fair values.  That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company has selected the Black-Scholes option pricing model as the most appropriate fair value method for our awards and have recognized compensation costs immediately as our awards are 100% vested.



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



Derivative Financial Instruments



The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.



The Company reviews the terms of the common stock, warrants and convertible debt it issues to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments.  In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.





- continued -



-F-10-







GLOBAL EARTH ENERGY, INC.

(A NEVADA CORPORATION)

Wilmington, North Carolina



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note B -

Summary of Significant Accounting Policies  continued



Derivative Financial Instruments



Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. The Company uses a lattice model for valuation of the derivative.  When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments.  The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value.



The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method.



Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether net cash settlement of the derivative instrument could be required within the 12 months of the balance sheet date.



Joint Venture



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



Note C -Recently Issued Accounting Standards



In December 2010, the FASB issued FASB ASU No. 2010-28, When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts, which is now codified under FASB ASC Topic 350, Intangibles  Goodwill and Other. This ASU provides amendments to Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not a goodwill impairment exists. When determining whether it is more likely than not an impairment exists, an entity should consider whether there are any adverse qualitative factors, such as a significant deterioration in market conditions, indicating an impairment may exist. FASB ASU No. 2010-28 is effective for fiscal years (and interim periods within those years) beginning after December 15, 2010. Early adoption is not permitted. Upon adoption of the amendments, an entity with reporting units having carrying amounts which are zero or negative is required to assess whether is it more likely than not the reporting units goodwill is impaired. If the entity determines impairment exists, the entity must perform Step 2 of the goodwill impairment test for that reporting unit or units. Step 2 involves allocating the fair value of the reporting unit to each asset and liability, with the excess being implied goodwill. An impairment loss results if the amount of recorded goodwill exceeds the implied goodwill. Any resulting goodwill impairment should be recorded as a cumulative-effect adjustment to beginning retained earnings in the period of adoption. This ASU is not expected to have any material impact to our financial statements.





- continued -



-F-11-







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note C -Recently Issued Accounting Standards - continued



In December 2010, the FASB issued FASB ASU No. 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations, which is now codified under FASB ASC Topic 805, Business Combinations. A public entity is required to disclose pro forma data for business combinations occurring during the current reporting period. This ASU provides amendments to clarify the acquisition date to be used when reporting the pro forma financial information when comparative financial statements are presented and improves the usefulness of the pro forma revenue and earnings disclosures. If a public company presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) which occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The supplemental pro forma disclosures required are also expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. FASB ASU No. 2010-29 is effective on a prospective basis for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The adoption of this ASU will not have a material effect on our financial position, results of operations or cash flows.

Note D -  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 $17,544,612 at August 31, 2011.



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



Note E -  Share Activity



Stock Awards



On October 18, 2008, Ed Gorman (member of the Board of Directors) was granted as compensation for services options to buy 40,000 shares of the Companys preferred stock at the last quoted common stock offering price as of that day. A total of 40,000 options were granted at a price of $0.07.  These options were issued in error but were subsequently issued as preferred class A shares (see below).



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



On May 26, 2010, the Board of Directors were each granted as compensation for services options to buy 1,000,000 shares of the Companys common stock at the last quoted common stock offering price as of that day. A total of 6,000,000 options were granted at a price of $0.076.



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





- continued -



-F-12-







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -  Share Activity - continued



Stock Awards



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



On
  August 2, 2010, the Companys attorney was granted as compensation for
  services warrants to buy 2,000,000 shares of the Companys common stock
  at $0.035.  On April 5, 2011 these shares were cancelled and 2,000,000
  shares were issued for relief of $11,000 of accrued amounts owed. The grant
  date fair value of the shares was equal to the liability relieved.



On August 11, 2011 the four board members were granted as compensation for services options to buy common stock at the last quoted common stock offering price as of that day.  A total of 33,000,000 options were granted at a price of $0.0028. These options vested immediately and have a ten year contractual term.



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



For the year ended August 31, 2011 and 2010, $92,371 and $4,017,410 was expensed utilizing the Black-Scholes option pricing model, respectively.  The following weighted-average assumptions were used for the grants issued:



|                        |  |  |         |                  
|----------------------- |  |  | ------- | -----------------
|Common Stock            |  |  | 2011    | 2010             
|                        |  |  |         |                  
|Dividend Yield          |  |  | 0.00%   | 0.00%            
|                        |  |  |         |                  
|Expected Volatility     |  |  | 321.72% | 305.88% - 314.96%
|                        |  |  |         |                  
|Discount Rate           |  |  | 1.02%   | 1.64% - 2.31%    
|                        |  |  |         |                  
|Expected term of option |  |  | 5 Years | 5 Years          



- continued -









-F-13-







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -  Share Activity  continued



Stock Awards



|                            |                     |                                 |  |            
|--------------------------- | ------------------- | ------------------------------- |  | -----------
|Common Stock                | Shares Under
Option | Weighted
Average
Exercise
Price |  | Exercisable
|                            |                     |                                 |  |            
|2010                        |                     |                                 |  |            
|Balance - September 1, 2009 |                   |                                 |  |          
|Options Granted             | 9,000,000           | $0.027 - $0.076                 |  | 9,000,000  
|Options Exercised           |                   |                               |  |          
|Options Forfeited           |                   |                               |  |          
|Balance  August 31, 2010   | 9,000,000           |                                 |  | 9,000,000  
|                            |                     |                                 |  |            
|                            |                     |                                 |  |            
|2011                        |                     |                                 |  |            
|Balance - September 1, 2010 | 9,000,000           | $0.027 - $0.076                 |  | 9,000,000  
|Options Granted             | 33,000,000          | $0.0028                         |  | 33,000,000 
|Options Exercised           |                   |                               |  |          
|Options Forfeited           |                   |                               |  |          
|Balance  August 31, 2011   | 42,000,000          |                                 |  | 42,000,000 
|                            |                     |                                 |  |            



Stock Awards



|                                |                     |                                 |  |            
|------------------------------- | ------------------- | ------------------------------- |  | -----------
|Stock Options - Preferred
Stock | Shares Under
Option | Weighted
Average
Exercise
Price |  | Exercisable
|                                |                     |                                 |  |            
|2011                            |                     |                                 |  |            
|Balance - September 1, 2010     | 365,000             | $8.60 - $15.20                  |  | 365,000    
|Options Granted                 | ­­­­              | ­­­­                          |  | ­­­­     
|Options Exercised               | ­­­­              | ­­­­                          |  | ­­­­     
|Options Forfeited               | ­­­­              | ­­­­                          |  | ­­­­     
|Balance  August 31, 2011       | 365,000             |                                 |  | 365,000    



Common Stock



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





- continued -









-F14--







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note E -   Share Activity  continued



Common Stock



On April 30, 2010, the Company entered into an agreement with Richard Proulx (Director) as a Contractor.  Pursuant to the agreement the Contractor agrees to assist the Company in Sales for the Company in Quebec, Canada.  The term of the contract is for one year, expiring on April 30, 2011.  In consideration for his services, the Contractor received 2,000,000 common shares on April 30, 2010.  These shares were valued at $28,000 based on the closing price on the date of the grant.



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



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



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



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



In September of  2010 Norman Reynolds was issued 2,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Companys attorney.  These shares were valued at $54,000 based on the value of the shares on the date of grant.



On September 27, 2010 Arthur Kelly and Gloria Leung were granted 2,000,000 and 1,000,000 shares of common stock, respectively for rewriting and updating the Companys business plan.  These shares were valued at $78,000 based on the closing price on the date of the grant.



On September 27, 2010 Carolyn Merrill was granted 1,000,000 shares common stock from the Company as compensation as the Companys accountant.  These shares were valued at $16,500 based on the closing price on the date of the grant.



On October 1, 2010 the Company entered into an agreement with Geoffrey Eiten (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in various industrial relations and marketing services. The term of the contract is for three months expiring on January 1, 2011.    In consideration for his services, the Contractor was granted 3,000,000 common shares on September 27, 2010.  These shares were valued at $49,500 based on the fair value of the shares on the grant date.







- continued -



-F-15-









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note E -   Share Activity  continued



Common Stock



On October 5, 2010, 25,390,685 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock Held in Escrow account at a value of $253,907 based on the grant date fair value of the shares.



During the fiscal year ended August 31, 2011 Robert Levitt agreed to accept 180,000,000 shares in lieu of payment of an accrued balance owed to him of $180,000. The value of the shares to be issued on the date of the agreement was $360,000 causing a loss of $180,000 for the conversion. This stock payable was later re-classed to the derivative liability due to the tainted equity environment and potential inability of the Company to share settle the instrument. As a result, the related value of the stock payable and issuances were re-valued at each issuance date and balance sheet date due to the mark to market requirements for the derivative liability.



On October 12, 2010 Robert Levitt was granted 9,000,000 shares of common stock in partial satisfaction of the 180,000,000 shares owed to him for prior consulting services. The value of the shares issued was $73,800. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.



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



On November 8, 2010 Norman Reynolds was granted 6,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Companys attorney. These shares were valued at $16,200 based on the value of the shares on the date of grant.



On November 23, 2010, 72,142,973 shares of common stock were granted to five shareholders to acquire 40% of the joint venture as determined pursuant to the joint venture agreement signed November 22, 2010  see Note G.  Strategic Alliance, George Sinnis, Glenn Sturm, Atlantic Station and Raymond F. Barbush III received 62,642,973; 2,000,000; 500,000; 2,000,000 and 5,000,000 shares respectively. The fair value of the shares based on the agreement date was $324,643 and was capitalized as a part of the joint venture asset.



On October 11, 2010 AGS was granted 10,000,000 shares common stock valued at $110,000 as part of their investment agreement executed October 5, 2010. The shares were expensed upon grant and the agreement was later dissolved.



On December 3, 2010 Robert Levitt received 10,000,000 shares common stock in partial satisfaction of the 180,000,000 shares owed to him for prior consulting services. The value of the shares issued was $179,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.





- continued -



-F-16-









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note E -   Share Activity  continued



Common Stock



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

Held in Escrow account at a value of $772,002 based on the grant date fair value of the shares.



On December 21, 2010, Norman Reynolds was granted 6,000,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Companys attorney.  These shares were valued at $30,000 based on the closing price on the date of the grant.



On December 21, 2010 Spiros Sinnis was granted 3,600,000 shares of common stock for his consultant work pertaining to the Joint Venture agreement between the Company and Reflora do Brasil.  These shares were valued at $15,120 based on the closing price on the date of the grant.



On January 11, 2011 Robert Levitt was granted 22,000,000 shares of common stock of the 180,000,000 shares owed. The value of the shares issued was $154,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.



On January 31, 2011 Norman Reynolds was granted 3,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Companys attorney.  These shares were valued at $10,500 based on the closing price on the date of the grant.



On January 26, 2011 the Company entered into an agreement with Spiros Sinnis (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for twelve months expiring on January 26, 2012. In consideration for his services, the Contractor was granted 6,000,000 common shares on January 31, 2011. These shares were valued at $19,200 based on the closing price on the date of the grant. The shares were expensed upon grant due to being fully vested.



On January 26, 2011 the Company entered into an agreement with Andrew Madenberg (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for twelve months expiring on January 26, 2012. In consideration for his services, the Contractor was granted 6,000,000 common shares on January 26, 2011. These shares were valued at $19,200 based on the closing price on the date of the grant. The shares were expensed upon grant due to being fully vested.



On February 9, 2011 GFC 2005 was granted 7,500,000 shares common stock valued at $34,500 as part of their joint venture agreement executed February 9, 2011. The shares were expensed on the grant date based on the agreement being terminated shortly thereafter.



On February 10, 2011 Robert Levitt received 15,000,000 shares common stock in partial satisfaction of 180,000,000 shares owed. The value of the shares issued was $315,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.



On February 25, 2011 Norman Reynolds was granted 3,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Companys attorney.  These shares were valued at $30,000 based on the closing price on the date of the grant.



On February 25, 2011 Carolyn Merrill was granted 3,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys accountant.  These shares were valued at $60,000 based on the closing price on the date of the grant.





- continued -



-F-17-









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note E -   Share Activity  continued



Common Stock



On March 2, 2011 Marie Fay was granted 1,300,000 shares common stock for services rendered.  These shares were valued at $13,000 based on the closing price on the date of the grant.



For the quarter ended May 31, 2011 Spiros Sinnis was granted 17,000,000 shares for services rendered in connection with his consultant contract.  These shares were valued at $92,000 based on the closing price on the date of the grants.



For the quarter ended May 31, 2011 Andrew Madenberg was granted 17,000,000 shares for services rendered in connection with his consultant contract.  These shares were valued at $92,000 based on the closing price on the date of the grants.



On February 1, 2011 the Company entered into an agreement with Geoffrey Eiten (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in various industrial relations and marketing services. The term of the contract is for six months expiring on August 1, 2011.    In consideration for his services, the Contractor was granted 2,000,000 common shares on February 1, 2011. These shares were valued at $9,200 based on the value of the shares on the date of grant.



On May 13, 2011 Norman Reynolds was granted 12,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Companys attorney.  These shares were valued at $57,600 based on the closing price on the date of the grant.



On April 27, 2011, 48,712,801 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock

Held in Escrow account at a value of $219,208 based on the grant date fair value of the shares.



On
  August 2, 2010, the Companys attorney was granted as compensation for
  services warrants to buy 2,000,000 shares of the Companys common stock
  at $0.035.  On April 5, 2011 these shares were cancelled and 2,000,000
  shares were issued for relief of $11,000 of accrued amounts owed. The grant
  date fair value of the shares was equal to the liability relieved.



For the quarter ended May 31, 2011 Robert Levitt received 45,000,000 shares common stock in partial satisfaction of 180,000,000 shares owed. The value of the shares issued was $318,500. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.



On May 24, 2011, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2011.  The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Companys stockholders, by paying their retainer or fees in the form of shares of the Companys common stock.  100,000,000 shares of common stock are registered to this plan at an offering price of $.004.  The Plan shall expire on May 24, 2021.







- continued -



-F-18-











GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





Note E -   Share Activity  continued



For the quarter ended August 31, 2011 Andrew Madenberg was granted 25,000,000 shares for services rendered in connection with his consultant contract.  These shares were valued at $90,000 based on the closing price on the date of the grants.



For the quarter ended August 31, 2011 Spiros Sinnis was granted 25,000,000 shares for services rendered in connection with his consultant contract.  These shares were valued at $90,000 based on the closing price on the date of the grants.



For the quarter ended August 31, 2011 Robert Levitt received 30,000,000 shares common stock in partial satisfaction of 180,000,000 shares owed. The value of the shares issued was $84,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.



On June 8, 2011 Norman Reynolds was granted 12,000,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Companys attorney.  These shares were valued at $49,200 based on the closing price on the date of the grant.



On June 8, 2011 Carolyn Merrill was granted 2,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys accountant.  These shares were valued at $6,400 based on the closing price on the date of the grant.



On July 18, 2011 the Company entered into an agreement with Daniel Chase (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in its coal, oil and gas procedures and protocols . The term of the contract is for six months expiring on January 18, 2012.    In consideration for his services, the Contractor received 49,000,000 common shares on July 18, 2011.  These shares were valued at $147,000 based on the grant date of the shares.



Preferred Stock



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



On February 28, 2011 the Board of Directors approved the issuance of 2,000,000 Preferred Stock Class B to Betty Harland.  These shares carry 500 to 1 voting rights and are not convertible into common stock. These shares also carry a liquidation preference over common shares. These shares were valued at $600,000 and were expensed upon grant. The shares were valued by a valuation expert on the date of grant. The key inputs in the valuation were related to assigning a value to the control associated with the preferred shares issued. No value was assigned to the liquidation preference of the securities based on the net deficit position of the Company. The valuation expert used industry studies for similar companies which estimated a premium on control equal to 10.05% of the Companys respective market cap. The other inputs involved in calculating the market cap on the date of grant which was calculated as the shares outstanding multiplied by the shares price on the date of grant. The market cap on the date of grant was found to be approximately $5,969,380 based on this calculation.



-F-19-









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note F  Related Party Transactions



Certain disbursements of the Company have been paid by three directors of the Company therefore; a Due to Directors account has been established.  The balance at August 31, 2011 and 2010 was $400 and $13,950, respectively.



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



On February 28, 2011 Betty Harland was issued 2,000,000 Preferred Stock Class B (See Note E  Preferred Stock).



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



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



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



During the fiscal year ended August 31, 2011 Robert Levitt agreed to accept 180,000,000 shares in lieu of payment of an accrued balance owed to him of $180,000. The value of the shares to be issued on the date of the agreement was $360,000 causing a loss of $180,000 for the conversion. This stock payable was later re-classed to the derivative liability due to the tainted equity environment and potential inability of the Company to share settle the instrument. As a result, the related value of the stock payable and issuances were re-valued at each issuance date and balance sheet date due to the mark to market requirements for the derivative liability.



On October 12, 2010 Robert Levitt was granted 9,000,000 shares of common stock in partial satisfaction of the 180,000,000 shares owed to him for prior consulting services. The value of the shares issued was $73,800. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.



For the quarter ended February 28, 2011 Robert Levitt received 47,000,000 shares common stock in partial satisfaction of the 180,000,000 shares owed to him for prior consulting services. The value of the shares issued was $648,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.





-  continued -









-F-20-











GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note F  Related Party Transactions - continued



For the quarter ended May 31, 2011 Robert Levitt received 45,000,000 shares common stock in partial satisfaction of 180,000,000 shares owed. The value of the shares issued was $318,500. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.



For the quarter ended August 31, 2011 Robert Levitt received 30,000,000 shares common stock in partial satisfaction of 180,000,000 shares owed. The value of the shares issued was $84,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.



Interest expense charged to operations was $349,569 and $192,817, for the years ended August 31, 2011 and 2010 respectively.



Note G  Joint Ventures



Reflora do Brasil



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



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

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





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



The total value of the joint venture is $444,643 which is composed of $324,643 in common stock issued and $120,000 in cash to be paid. The Company evaluated these capitalized costs as of August 31, 2011 for impairment and determined at that time that there was no certainty that these costs would be recovered with future cash flows from the joint ventures. As a result, the costs were fully valued with an impairment of $444,643.



-F-21-









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note H  Convertible Debentures



At August 31, 2011 the Company had convertible debentures outstanding as follows:





|                             |  |                                              |                     
|---------------------------- |  | -------------------------------------------- | --------------------
|                             |  | Outstanding Balance of Convertible Debenture | Unamortized
Discount
|                             |  |                                              |                     
|                             |  |                                              |                     
|April 27, 2011  Debenture   |  | $    27,500                                  | $    20,703         
|                             |  |                                              |                     
|Total Convertible Debentures |  | $    27,500                                  | $    20,703         
|                             |  |                                              |                     
|                             |  |                                              |                     



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



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



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



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



On April 27, 2011, the Company entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $27,500 in a convertible debenture bearing interest at 8% per annum, payable on or before January 31, 2012.  $27,500 was disbursed to the Company on May 13, 2011.





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





-F22-









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note I  Derivative Liability



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



In accordance with the option allowed in ASC 815, the Company has elected to value the derivatives separately at the fair value on the issuance date using the Black-Scholes valuation model and bifurcate the instruments.  The result of the initial valuations for these notes was a derivative liability in the amount of $179,038 and an offsetting loss on derivative of $46,538 and discount on debt of $132,500.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of .75 years; (2) a computed volatility rate ranging from 311.00% to 328.59% (3) a discount rate ranging from 0.22% to 0.25% and (4) zero dividends.  The discount is equal to the value of the notes issued as it can only be discounted up to the value of the note and is being amortized over the life of the notes using the effective interest method.  For the year ended August 31, 2011, $111,797 was amortized and is included in interest expense. All discounts were fully amortized upon conversion where applicable. The instruments were revalued at each settlement and at year end, and the resulting change of $(65,470) was included in the statement of operations and netted with other gains and losses on the Statement of Operations.



During the year ended August 31, 2011 the Asher note issued on October 5, 2010 for $65,000 and accrued interest of $2,102 was converted for 28,181,919 shares of common stock. The imbedded derivative liability within this note was settled with this conversion.  The derivative was marked to market on the settlement date and the value of the derivative of $53,916 was reclassed to additional paid in capital with the derivative settlement.



During the year ended August 31, 2011 the Asher note issued on December 6, 2010 for $40,000 and accrued interest of $1,578 was converted for 18,774,327 shares of common stock. The imbedded derivative liability within this note was settled with this conversion.  The derivative was marked to market on the settlement date and the value of the derivative of $28,197 was reclassed to additional paid in capital with the derivative settlement.



The Company evaluated all convertible debt and outstanding warrants to determine whether these instruments may be tainted from the aforementioned derivative.  All warrants outstanding were considered tainted as a result of the tainted equity environment and potential inability of the Company to share settle the instruments. The Company valued these warrants using the Black-Scholes valuation



model.  The result of the valuation is a derivative liability in the amount of $2,479.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 5 years; (2) a computed volatility rate of 301.93% (3) a discount rate of 2.3% and (4) zero dividends.  The valuation of these warrants was recorded with an offsetting loss on the derivative liability.





- continued -





-F-23-











GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note I  Derivative Liability continued



During the year ended August 31, 2011, one of the Companys warrant holders exercised 2,000,000 warrants for relief of accrued legal costs owed to him valued at $11,000.  Due to this instrument being a part of the derivative liability due to the tainted equity environment this portion of the derivative was marked to market on the exercise date resulting in a net loss of $11,799.  The derivative value on this date of $11,799 was reclassed to additional paid in capital with the settlement.



During the year ended August 31, 2011 $1,244,300 was reclassed from derivative liability to additional paid in capital with the settlement of the derivative liability related to stock payables to vendors for past services rendered.  A total of 137,000,000 shares were issued to extinguish the stock payables and related derivative liability. As of August 31, 2011 the Company owed an additional 50,000,000 shares as a stock payable that were recorded within the derivative liability. The value of these remaining shares was marked to market on the balance sheet date at $132,479. The Company recorded a net loss marking these stock payables to market on the settlement and balance sheet dates of $869,300 during the year ended August 31, 2011.





|                     |                                          |                                                  |                                         |                                                          |                                                                              
|-------------------- | ---------------------------------------- | ------------------------------------------------ | --------------------------------------- | -------------------------------------------------------- | -----------------------------------------------------------------------------
|                     |                                          |                                                  |                                         |                                                         
|                     | Derivative Liability
    August 31, 2011 | Reclass from liabilities to derivative liability | Discount on debt with initial valuation | (Gain) Loss on
  Derivative Year Ended
  August 31, 2011 | Settled
    to
    Additional
    Paid
    In
    Capital
    August 31, 2011
|                     |                                          |                                                  |                                         |                                                          |                                                                              
|Asher  Debentures   | $ 31,455                                 |                                                  | $132,500                                | $  (18,932)                                              | $    (82,113)                                                                
|                     |                                          |                                                  |                                         |                                                          |                                                                              
|Tainted Equity       | 130,000                                  | $505,000                                         |                                         | 869,300                                                  | (1,244,300)                                                                  
|                     |                                          |                                                  |                                         |                                                          |                                                                              
|Warrants Outstanding | 2,479                                    |                                                  |                                         | 14,278                                                   | (11,799)                                                                     
|                     |                                          |                                                  |                                         |                                                          |                                                                              
|Total                | $   163,934                              | $505,000                                         | $132,500                                | $ 864,646                                                | $ (1,338,212)                                                                
|                     |                                          |                                                  |                                         |                                                          |                                                                              





- continued -



-F-24--









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note J  Commitments and Contingencies



During the fiscal year ended August 31, 2011, the Company signed an agreement with Robert Levitt to settle the amount due him in the amount of $180,000.  The Company agreed to pay Mr. Levitt 180,000,000 common shares which at the date of the agreement were valued at $0.002 per share, or $360,000, resulting in a loss on conversion of $180,000.



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



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

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

On June 16, 2011, the Company acquired a 25% equity ownership in Global Earth Natural Resources Inc., a New Brunswick corporation. The Company provided no consideration for the transfer as the transferor is under common control. The book value of the ownership received was immaterial and therefore there was no related accounting impact from the transfer.

Global Earth Natural Resources Inc.s business plans include plans to develop natural resources for multiple end use purposes, including coal and other minerals.  Global Earth Natural Resources Inc. is in the process of being listed on a major global stock exchange.



- continued -





-F-25-









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note K  Discontinued Operations



On May 10, 2010, the Company acquired all of the agreed upon assets and liabilities of 688239 B.C. Ltd.  The acquired business employs complementary technologies and serves compatible markets compared with Global Earth Energy, Inc.  688239 B.C.s assets and liabilities were merged into Global Earth Energy Acquisition Company, a wholly owned subsidiary of the Company, a Wyoming corporation. Upon merger the subsidiary changed its name to RCI Solar, Inc.



RCI Solar, Inc. located in Kelowna, British Columbia, Canada is an electrical contracting company.RCI Solar, Inc. delivers a suite of residential and commercial renewable energy solutions. RCI Solar specializes in Solar Panels, Thermo Energy, and Wind Turbines.  Management has over 30 years experience in the industry and have become a partner both in business and in research and development.  Consideration from the National Research Centre of Canada and ecoEnergy Canada has helped RCI Solar position itself to explore new opportunities.  These opportunities will help the Company further define and develop our solutions as a leader in Renewable and Recoverable Energy Markets.  RCI Solar is experiencing steady growth and has completed several deployments throughout Western Canada.  New contracts are anticipated throughout various communities in several Canadian provinces.



In exchange for the assets and liabilities of 688239 B.C., the Company issued 65,000,000 shares common stock at a value of $845,000.



Due to the difficulties encountered in completing the audit of 688239 B.C., filed on Form 8-Ka, item 9.01, on August 16, 2010 and continued difficulties experienced during the preparation of the subsidiarys accounting records included in the Companys annual report on Form 10-K for fiscal year 2010, the parties to the Plan of Merger desired to rescind the Plan of Merger (the Rescission). On December 2, 2010 the parties to the Plan of Merger executed the Rescission. As a result, Global Earth has agreed to transfer to Melvin Dick all of Global Earths interest in the 5,000 shares of the Class A Common Stock of 688239 B.C. which Melvin Dick previously agreed to deliver to Global Earth.



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

In compliance with authoritative literature, ASC 855, Subsequent Events, Management determined that the events leading up to the Rescission and the execution thereof on December 2, 2010, would fit the definition of a subsequent event that provides additional evidence about conditions that existed at the date of the balance sheet. In accordance with authoritative literature, this type of subsequent event is recognized in the financial statements as if it occurred on the Companys balance sheet date.



As a result, the Company has recognized an impairment loss from the rescission of $828,496. The net operating results of 688239 B.C. Ltd. have been presented as discontinued operations in the Companys statement of operations for the year ended August 31, 2010.





- continued -



-F-26-









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note KDiscontinued Operations - continued



The following table provides the details of those discontinued operations:



|                                                  |  |  |                                                     |  |  | 
|------------------------------------------------- |  |  | --------------------------------------------------- |  |  | 
|Discontinued Operations of Subsidiary 688239 B.C. |  | 
|                                                  |  |  | For the Period May 10, 2010 Through August 31, 2010
|                                                  |  |  |                                                     | 
|Revenue                                           |  |  | $               130,836                             | 
|Cost of Goods Sold                                |  |  | 77,613                                              | 
|Gross Profit                                      |  |  | 53,223                                              | 
|                                                  |  |  |                                                     | 
|G&A Expense                                       |  |  | 69,727                                              | 
|Operating Loss                                    |  |  | 16,504                                              | 
|                                                  |  |  |                                                     | 
|Net Loss                                          |  |  | $               16,504                              | 



Note L  Fair Value



The Company has categorized its assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP.  All assets and liabilities are recorded at historical cost which approximates fair value, and therefore, no items were valued according to these inputs.



The levels of fair value hierarchy are as follows:



·

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;



·

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and



·

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.



In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety.  Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.



Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category.  All assets and liabilities are at cost which approximates fair value and there are not items that were required to be valued on a non-recurring basis.



- continued -



-F-27-











GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note L  Fair Value - continued



The following liability was valued at fair value as of August 31, 2011. No other items were valued at fair value on a recurring basis as of August 31, 2011 or 2010.



|                        |            |                               |           |            |           
|----------------------- | ---------- | ----------------------------- | --------- | ---------- | ----------
|August 31, 2011         |            | Fair Value Measurements Using
|                        | Carrying   |                               |           |            |           
|                        | Value      | Level 1                       | Level 2   | Level 3    | Total     
|                        |            |                               |           |            |           
|Derivative Liablilities | $  163,934 | $                           | $       | $  163,934 | $  163,934
|                        |            |                               |           |            |           
|Total                   |            | $                           | $       | $  163,934 | $  163,934





|                |           |                               |           |           |          
|--------------- | --------- | ----------------------------- | --------- | --------- | ---------
|August 31, 2010 |           | Fair Value Measurements Using
|                | Carrying  |                               |           |           |          
|                | Value     | Level 1                       | Level 2   | Level 3   | Total    
|                |           |                               |           |           |          
|None            | $       | $                           | $       | $       | $      
|                |           |                               |           |           |          
|Total           |           | $                           | $       | $       | $      



Note M  Income Taxes



Since the Company has had continuous losses and has available net operating losses, the Company believes that any tax liability would not be material. Deferred taxes are provided for the temporary differences between the financial reporting basis and the tax reporting basis of the Companys assets and liabilities.  The temporary differences between financial reporting and income tax purposes are primarily net operating loss carry forwards for income tax purposes. A valuation allowance is recorded for deferred tax assets when management determines it is more likely than not, that such assets, will not be realized.



A full valuation allowance has been established against the deferred tax assets for the years ended August 31, 2011 and 2010 as utilization of the loss carry forwards and realization of other deferred tax assets cannot be reasonably assured.



|                           |                 |                
|-------------------------- | --------------- | ---------------
|August 31,                 | 2011            | 2010           
|                           |                 |                
|Deferred Tax Asset         | $ 2,693,495     | $ 2,254,564    
|Less:  Valuation Allowance | 2,693,495       | 2,254,564      
|                           |                 |                
|Net Deferred Tax Asset     | $             | $            



The Company files U.S. Federal and New York State income taxes for the year ended August 31, 2010.



For the federal and state tax returns, the Company is no longer subject to tax examinations for years prior to 2006.



- continued -







-F-28-





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note M  Income Taxes - continued



For the year ended August 30, 2011 the company has cumulative Federal NOL carry forwards available of $7,695,699 to be used against current and future taxable income.  The net operating loss will be carried forward until 2024.



For the year ended August 30, 2010 the company has cumulative Federal NOL carry forwards available of $6,441,611, to be used against current and future taxable income.  The net operating loss will be carried forward until 2023.



Note N  Subsequent Events



On September 20, 2011, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2011, No. 2.  The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Companys stockholders, by paying their retainer or fees in the form of shares of the Companys common stock.  40,000,000 shares of common stock are registered to this plan at an offering price of $.0014.  The Plan shall expire on September 20, 2021.





-F-29-