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

_____________________________________

FORM 10-Q

[X]Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2013



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





Commission File No. 0-31343

_____________________________________

GLOBAL EARTH ENERGY, INC.

(Exact name of registrant as specified in its charter)



|                                                                                         |                                                   
|---------------------------------------------------------------------------------------- | --------------------------------------------------
|Nevada
(State or other jurisdiction of
incorporation or organization)                    | 36-4567500
(I.R.S. Employer Identification Number)
|1213 Culberth Drive, Wilmington, North Carolina
(Address of principal executive offices) | 28405
(Zip Code)                                  
|(910) 616-0077
(registrants telephone number, including area code)                     



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

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act (Check One):

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




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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  At April 11, 2013, the registrant had 497,958,182 shares issued and 497,958,162 shares outstanding of common stock.

-1-

.



Table of Contents

Item 1.  Financial Statements.

3

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

29

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

30

Item 4.  Controls and Procedures.

30

Item 4(T).  Controls and Procedures.

30

Item 1.  Legal Proceedings.

32

Item 1a.  Risk Factors.

32

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

32

Item 3.  Defaults Upon Senior Securities.

32

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

32

Item 5.  Other Information.

32

Item 6.  Exhibits.

32





2



PART I  FINANCIAL INFORMATION



Item 1.

Financial Statements.



GLOBAL EARTH ENERGY, INC.

(A DEVELOPMENT STAGE COMPANY)

Wilmington, North Carolina



FINANCIAL REPORTSATFEBRUARY 28, 2013




TABLE OF CONTENTS
    
    
    Consolidated Balance Sheets at  February 28, 2013 (Unaudited)
    and August 31, 2012                                                                                                        1
    
    Unaudited Consolidated Statements of Operations for the Three and Six Months Ended
    February 28, 2013 and February 29, 2012 and for the Period from the Date
    the Company Re-entered   the Development Stage (March 1, 2010) Through
    February 28, 2013
    2
    
    Unaudited Consolidated Statements of Cash Flows for the Six Months Ended
    February 28, 2013and February 29, 2012 and for the Period from the Date the Company
    Re-entered the  Development Stage (March 1, 2010) Through February 28, 2013
 3
    Notes to Consolidated Financial Statements
    4 - 22




-3-



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



CONSOLIDATED BALANCE SHEETS

(Unaudited)February 28,August 31,20132012ASSETSCurrent AssetsCash and Cash Equivalents$           $              Total Assets$           $              LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesBank Overdraft$           13$              6Note Payable  Related Party6,690303,250Notes Payable32,00030,000Convertible Note Payable  Related Party274,250Convertible Notes Payable, Net of discounts of $26,571 and $18,33324,92914,767Accrued Expenses766,962456,361Due to Joint Venture101,250101,250Derivative Liabilities55,913Accrued Interest ($805,500 and $663,937 owed to related parties)808,145665,363Accrued Compensation  Directors3,717,0523,431,594Due to Directors19,609Total Liabilities5,750,9005,058,504Stockholders' DeficitCommon Stock :  $.001 Par; 844,828,987 Shares Authorized;480,958,182 and 120,829,653 Issued and
    480,958,162 and 120,829,633 Outstanding,
    respectively480,958120,830Stock Held in Escrow:  253,046,134 and 48,712,800 Held in Escrow,
    Respectively(4,785,823)(6,021,420)Common Stock, Class B:  $.001 Par; 5,171,013 and 50,000,000
    Shares Authorized; -0- Issued and Outstanding, respectivelyPreferred Stock, Class A:  $.001 Par; 10,000 Shares Authorized; -0-

    Issued and OutstandingPreferred Stock, Class B:  $.001 Par; 5,000,000 Shares Authorized;3,000,000 Issued and Outstanding,3,0003,000Preferred Stock, Class C:  $.001 Par; 15,000,000 SharesAuthorized;  -0-  Issued and OutstandingPreferred Stock, Class D:  $.001 Par;  13,000,000 SharesAuthorized;  -0- Issued and OutstandingAdditional Paid-In-Capital43,269,35343,382,782Accumulated Deficit(7,419,591)(7,419,591)Accumulated Deficit Since Re-Entering the Development Stage(37,295,797)(35,121,105)Treasury Stock  20 Shares at Cost(3,000)(3,000)Total Stockholders' Deficit(5,750,900)(5,058,504)


Total Liabilities and Stockholders' Deficit$              $              




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



- 4 -





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





UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

Period FromDate of re-entering the Development StageThree Months EndedSix Months EndedMarch 1, 2010February 28,February 29,February 28,February 29,Through2013201220132012February 28, 2013Revenues, Net$              $           $              $           $          Cost of Goods SoldGross ProfitExpenses/(Gains)Compensation Expense200,00027,409,187Consulting Fees147,500152,745295,000430,2453,908,331General and Administrative353,80560,275473,029108,3231,793,814Impairment Loss1,273,191Interest Expense116,75381,753214,732162,954991,637Loss on Conversion180,000(Gain) Loss on Derivative(9,516)82,181(139,198)813,383Loss on Debt Modification909,750909,750909,750Total Expenses/(Gains)1,527,808285,2572,174,692562,32437,279,293Loss from Operations BeforeProvision for Taxes(1,527,808)(285,257)(2,174,692)(562,324)(37,279,293)Provision for TaxesLoss from Operations(1,527,808)(285,257)(2,174,692)(562,324)(37,279,293)Discontinued OperationsLoss from Discontinued Operations(16,504)Net Loss for the Period$ (1,527,808)$  (285,257)$(2,174,692)$ (562,324)$  (37,295,797)Weighted Average Number ofCommon Shares Outstanding -Basic and Diluted457,210,141484,532344,274,877481,429Net Loss Per Common Share -Basic and Diluted$       (0.00)$       (0.59)$       (0.01)$       (1.17)




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



- 5 -





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



UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

Period FromDate of re-entering the Development StageFor the Six Months EndedMarch 1, 2010February 28,February 29,Through20132012February 28, 2013Cash Flows from Operating ActivitiesNet Loss for the Period$(2,174,692)$  (562,324)$  (37,295,797)Non-Cash Adjustments:Bad Debt66,750Discontinued Operations16,504Imputed Interest on Related Party Note Payable12,88911,68046,580Preferred Stock Issued in Exchange for Services Rendered600,000Common Stock Issued in Exchange for Services Rendered200,000130,00025,059,927Compensation Expense  Stock Option Awards107,8624,190,643Impairment Loss1,273,139Amortization of Debt Discount42,76420,703184,430Loss on Conversion of Accrued Expenses for Stock Payable180,000Loss on Debt Modification909,750909,750(Gain) Loss on Derivative82,181(139,198)813,383Changes in Assets and Liabilities:Prepaid Expenses110,875Other Assets(5,000)Accrued Expenses310,60441,041674,825Accrued Interest2,31967488,507Accrued Interest  Related Parties159,152117,807420,977Accrued Compensation  Directors285,458304,2802,075,071Net Cash Flows from Operating Activities(61,713)(75,337)(589,436)Cash Flows from Investing ActivitiesCash Paid to Joint Venture(18,750)Net Cash Flows from Investing Activities(18,750)Cash Flows from Financing ActivitiesBank Overdraft713Cash Proceeds from Convertible Debt51,000211,000Cash Proceeds from Issuance of Debt2,00015,00032,000Cash Proceeds from Sale of Stock72,658Cash Proceeds from Issuance of Related Party Debt6,69051,000317,063Repayment of Related Party Debt(20,673)Advances from (Repayment to) Directors  Net2,016(120)(4,165)




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



- 6 -





Net Cash Flows from Financing Activities61,71365,880607,896Net Change in Cash and Cash Equivalents(9,457)(290)Cash and Cash Equivalents - Beginning of Period9,574290Cash and Cash Equivalents - End of Period$               $           117$              Supplemental DisclosuresInterest Paid$         15,199$      12,090$      187,958Income Taxes Paid$               $            $              SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVIES:Net Assets Acquired from Acquisition of 688239 B.C.$               $           $     845,000Common Stock Issued in Payment of Convertible Related Party Debt$           9,000$           $     379,435Investment in Joint Venture & Due to Joint Venture$               $           $     120,000Common Stock Issued for Investment in Joint Venture$               $           $     324,643Common Stock Issued for Assets and Liabilities Assumed in Merger$               $           $     845,000Common Stock Issued to Relieve Accrued Expenses$               $           $     136,400Stock Payable Reclassed to Derivative Due to Tainted Equity$               $     45,700$     550,700Discounts on Debt due to Derivative Liability$         32,500$           $       92,500Shares Cancelled by Shareholder$             426$            426Discounts on Debt due to Beneficial Conversion Features$         18,500$           $       18,500Common Stock Issued to Escrow$     2,159,500$           $  9,346,134Conversion of Preferred Stock$               $           $        6,000Derivative Liability Settled$       170,594$    36,098$  1,556,583Common Stock Issued from Escrow for Conversion ofConvertible Note Payable$         33,700$    20,500$     164,280




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



- 7 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A  Basis of Presentation



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



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



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



Principles of Consolidation



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



Note B -

Summary of Significant Accounting Policies



All significant accounting policies can be viewed on the Companys annual report filed with the Securities and Exchange Commission.



Note C -Recently Issued Accounting Standards



In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, Technical Corrections and Improvements in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.



In August 2012, the FASB issued ASU 2012-03, Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update) in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.



- continued -



-8 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note C -Recently Issued Accounting Standards - continued



In July 2012, the FASB issued ASU 2012-02, Intangibles  Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles  Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entitys financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.



In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.



In December 2011, the FASB issued ASU No. 2011-11 Balance Sheet: Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.



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 $44,715,388 at February 28, 2013.



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 $105.  These options were issued in error but were subsequently issued as preferred class A shares (see below).



- continued -



- 9-







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -  Share Activity - continued



Stock Awards



On November 8, 2009, the Companys attorney was granted as compensation for services options to buy 667 shares of the Companys common stock at the last quoted common stock offering price as of that day. A total of 667 options were granted at a price of $40.50.



On May 26, 2010, the Board of Directors were each granted as compensation for services options to buy 667 shares of the Companys common stock at the last quoted common stock offering price as of that day. A total of 4,000 options were granted at a price of $114.



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



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



On August 2, 2010, the Companys attorney was granted as compensation for services warrants to buy 1,333 shares of the Companys common stock at $52.50.  On April 5, 2011 these shares were cancelled and 1,333 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 22,000 options were granted at a price of $4.20. These options vested immediately and have a ten year contractual term.



On December 27, 2012, the Companys attorney was granted as compensation for services options to buy 20,000,000 shares of the Companys common stock at the last quoted common stock offering price as of that day. A total of 20,000,000 options were granted at an exercise price of $0.001.  These options vested immediately, have a five year contractual life and were expensed utilizing the Black Scholes method in the amount of $107,862.  The following assumptions were utilized in the Black Scholes calculation;  a 0.00% dividend yield, 264.49% expected volatility and a 0.72% discount rate.



Common StockShares Under
          OptionWeighted
        Average
        Exercise
        PriceExercisable2012Balance - September 1, 201128,000$40.50 - $11428,000Options Granted­­­­­­­­­­­­Options Exercised­­­­­­­­­­­­Options Forfeited­­­­­­­­­­­­Balance  February 29, 201228,00028,0002013Balance - September 1, 201228,000$40.50 - $11428,000 Options Granted20,000,000$0.00120,000,000Options Exercised­­­­­­­­­­­­Options Forfeited­­­­­­­­­­­­Balance  February 28, 201320,028,00020,028,000






-10-



- continued -





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -  Share Activity  continued



Stock Awards



Stock Options - Preferred
    StockShares Under
      OptionWeighted
    Average
    Exercise
    PriceExercisable2013Balance - September 1, 2012365,000$8.60 - $15.20365,000Options Granted­­­­­­­­­­­­Options Exercised­­­­­­­­­­­­Options Forfeited­­­­­­­­­­­­Balance  February 28, 2013365,000365,000




Common Stock



On March 2, 2010, a stockholder that is closely related to Betty-Ann and Sydney Harland (Chairman, andPresident, CEO and Director, respectively) converted 1,000,000 Preferred Class C shares to 667 common shares.



On April 30, 2010, the Company entered into an agreement with Richard Proulx (Director) as a Contractor.  Pursuant to the agreement the Contractor agrees to assist the Company in Sales for the Company in Quebec, Canada.  The term of the contract is for one year, expiring on April 30, 2011.  In consideration for his services, the Contractor received 1,333 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 43,334 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.



On June 22, 2010 the Company agreed to issue Sydney Harland (CEO and Director) 15,667 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.  1,333 shares of common stock are registered to this plan at an offering price of $39.  The Plan shall expire on August 31, 2020.



- continued -





- 11-







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -   Share Activity  continued



Common Stock



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 1,333 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 1,333 and 667 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 667 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 2,000 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.



On October 5, 2010, 16,927 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 120,000 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 6,000 shares of common stock in partial satisfaction of the 120,000 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.  33,333 shares of common stock are registered to this plan at an offering price of $.0029.  The Plan shall expire on November 8, 2020.





- continued -



- 12 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -   Share Activity  continued



Common Stock



On November 8, 2010 Norman Reynolds was granted 4,000 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, 48,095 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 41,762; 1,333; 333; 1,333 and 3,334 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 6,667 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 6,667 shares common stock in partial satisfaction of the 120,000 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.



On December 9, 2010, 51,467 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 4,000 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 2,400 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 14,667 shares of common stock of the 120,000 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 2,000 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 4,000 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.



- continued -



- 13 -









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -   Share Activity  continued



Common Stock



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 4,000 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 5,000 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 10,000 shares common stock in partial satisfaction of 120,000 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 2,000 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 2,000 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.



On March 2, 2011 Marie Fay was granted 867 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 11,333 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 11,333 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 1,333 common shares on February 1, 2011. These shares were valued at $9,200 based on the value of the shares on the grant date.



On May 13, 2011 Norman Reynolds was granted 8,000 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, 32,475 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.





- continued -





- 14 -











GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -   Share Activity  continued



Common Stock



On August 2, 2010, the Companys attorney was granted as compensation for services warrants to buy 1,333 shares of the Companys common stock at $0.035.  On April 5, 2011 these shares were cancelled and 1,333 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 30,000 shares common stock in partial satisfaction of 120,000 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.  66,667 shares of common stock are registered to this plan at an offering price of $.004.  The Plan shall expire on May 24, 2021.



During June and July, 2011 Andrew Madenberg was granted a total of 16,667 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.



During June and July, 2011 Spiros Sinnis was granted a total of 16,667 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.



During June and July, 2011 Robert Levitt received a total of 20,000 shares common stock in partial satisfaction of 120,000 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 8,000 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 1,333 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 32,667 common shares on July 18, 2011.  These shares were valued at $147,000 based on the grant date of the shares.



On September 22, 2011, the Company amended their authorized Common Stock Class B to 5,171,013 shares from 50,000,000 shares.  The 44,828,987 Class B shares were transferred to Common Stock Class A thereby increasing Common Stock Class A authorized to 844,828,987.



- continued -



-15 -











GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -   Share Activity  continued



On September 5, 2011 the Company entered into an agreement with Makaha Media Corporation (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in developing and implementing appropriate plans and means for presenting the Company and its product(s) to the proper industries, establishing an image for the Company and its product(s) and creating the foundation for subsequent marketing efforts.  The term of the contract is for two months expiring on October 31, 2011.  In consideration for their services, the Contractor received 33,333 common shares.  These shares were valued at $130,000 based on the grant date of the shares.



On September 20, 2011 the Company entered into an agreement with Strategic Alliance Consulting Group (Contractor).  Pursuant to the agreement the Contractor agreed to return the 21,762 shares Common Stock Class A that they were holding, for consideration of the Company reauthorizing the same amount of shares sometime in the future. The Company recorded the shares as treasury stock based on the value of the shares owed of $47,500 with the offsetting credit to stock payable. The treasury stock were immediately returned to the authorized and unissued pool of shares for the Company. The treasury amount was relieved against common stock and APIC with this retirement. The stock payable was considered a part of the tainted equity environment as a common stock equivalent and re-classed to derivative liability upon being owed. The value of the shares was marked to market on the balance sheet date, see footnote I.



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.  26,667 shares of common stock are registered to this plan at an offering price of $2.10.  The Plan shall expire on September 20, 2021.



On May 21, 2012 the Company approved a 1 to 1,500 reverse stock split on its common stock.  All share activity has been retroactively adjusted for the split.



On June 7, 2012, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2012.  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.  5,000,000 shares of common stock are registered to this plan at an offering price of $0.20.  The Plan shall expire on June 7, 2022.



On June 15, 2012 six board members were granted as compensation for services 10,000,000 shares each of common stock for services rendered. These shares were valued at $22,800,000 based on the closing price on the date of the grant.



On June 15, 2012 Norman Reynolds was granted 20,000 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 $7,600 based on the closing price on the date of the grant.



-  continued -



- 16 -









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -   Share Activity  continued



On June 21, 2012 Betty and Sydney Harland were each granted 600,000 shares of common stock for services rendered to the company.  These shares were valued at $72,000 based on the closing price on the date of the grant.



On June 25, 2012 Betty and Sydney Harland were each granted 1,500,000 shares of common stock for services rendered to the company.  These shares were valued at $366,000 based on the closing price on the date of the grant.



On June 26, 2012 Norman Reynolds was granted 150,000 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 $18,300 based on the closing price on the date of the grant.



On June 27, 2012, 48,700,963 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 $5,941,517 based on the grant date fair value of the shares.



On July 11, 2012, Robert Levitt was issued the final 32,667 common shares related to the original agreement he had with the Company to repay his loan of $180,000 with 120,000 common shares.  The value of the shares issued was $3,593.  The related portion of the derivative liability was marked to this value and relieved to additional paid in capital upon issuance. Mr. Levitt was also issued on July 11, 2012, 2,967,333 common shares in lieu of payment for services he rendered to the Company. These shares were valued at $326,406 based on the closing price on the date of the grant.



On July 20, 2012 Norman Reynolds was granted 250,000 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 $27,500 based on the closing price on the date of the grant.



On August 6, 2012 the Company entered into an agreement with Christian Hansen (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in developing and implementing appropriate plans and means for presenting the Company and its product(s) to the proper industries, establishing an image for the Company and its product(s) and creating the foundation for subsequent marketing efforts.  The term of the contract is for six months expiring on February 6 2013.  In consideration for their services, the Contractor received 3,000,000 common shares.  These shares were valued at $90,000 based on the grant date of the shares.



On August 21, 2012 Norman Reynolds was granted 1,000,000 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 $20,000 based on the closing price on the date of the grant.



On September 12, 2012 Norman Reynolds cancelled 423,618 shares of common stock he was given by the Company in lieu of payment by the Company for legal services he provided as the Companys attorney.   These shares were deducted from common stock issued for the par value of the shares $426 with the cancellation.



On September 21, 2012, 120,000,000 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 $1,680,000 based on the grant date fair value of the shares.



-  continued -









- 17 -









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -  Share Activity  continued



On September 12, 2012 Norman Reynolds cancelled 2,000 shares of common stock he was given by the Company in lieu of payment by the Company for legal services he provided as the Companys attorney.  These shares were deducted from common stock issued for the par value of the shares $2 with cancellation.



On November 12, 2012 Sydney Harland was granted 100,000,000 shares of common stock for services rendered to the company.  These shares were valued at $200,000 based on the closing price on the date of the grant.



On December 4, 2012, 104,411,290 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 $479,500 based on the grant date fair value of the shares.



See debt footnote H for shares issued for conversions of debt.



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.



Note F  Related Party Transactions



Certain disbursements of the Company have been paid by two directors of the Company therefore; a Due to Directors account has been established.  The balance at February 28, 2013 and August 31, 2012 was $19,609 and $-0-, respectively.



In October 2004, the Company entered into a consulting agreement with its Chairman, Betty-Ann Harland for a five year term, with annual compensation of $220,000 and auto allowance of $12,000.  The accrued consulting fees are accruing interest at 8.75% annually.  On March 24, 2011, the Company extended Ms Harlands consulting agreement effective October 1, 2009 through October 1, 2011. On December 5, 2011, Mrs. Harlands contract was extended through October 1, 2015. At February 28, 2013 and August 31, 2012 accrued compensation due to Mrs. Harland was $1,128,874 and $1,021,389, respectively.  At February 28, 2013 and August 31, 2012 accrued interest on accrued compensation was $189,580 and $150,123 respectively.



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.  At February 28, 2013 and August 31, 2012 accrued compensation due to Mr. Harland was $1,499,009 and $1,399,786, respectively.  At February 28, 2013 and August 31, 2012 accrued interest on accrued compensation was $326,402 and $270,223, respectively. As of the date of this report, Mr. Harland and the Company are negotiating renewal of his contract.



-  continued -



-18-











GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note F  Related Party Transactions  continued



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



On March 24, 2011, the Company extended Mr. Gormans consulting agreement effective August 25, 2009 through August 25, 2011.  On December 5, 2011, Mr Gormans contract was extended through August 27, 2015.  At February 28, 2013 and August 31, 2012 accrued compensation due to Mr. Gorman was $1,089,169 and $1,010,419, respectively.  At February 28, 2013 and August 31, 2012 accrued interest on accrued compensation was $289,518 and $243,590, respectively.



On September 9, 2010 Robert Levitt converted 30,000 Preferred Class A shares to 4,000 common shares.



During the fiscal year ended August 31, 2011 Robert Levitt agreed to accept 120,000 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 6,000 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 31,333 shares common stock in partial satisfaction of the 120,000 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.



For the quarter ended May 31, 2011 Robert Levitt received 30,000 shares common stock in partial satisfaction of 120,000 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 20,000 shares common stock in partial satisfaction of 120,000 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 15, 2012 Betty Harland, Sydney Harland and Edmund Gorman as board members were granted as compensation for services 10,000,000 shares each of common stock for services rendered. These shares were valued at $11,400,000 based on the closing price on the date of the grant.



On June 21, 2012 Betty and Sydney Harland were each granted 600,000 shares of common stock for services rendered to the company.  These shares were valued at $72,000 based on the closing price on the date of the grant.



-  continued -



- 19 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note F   Related Party Transactions  continued



On June 25, 2012 Betty and Sydney Harland were each granted 1,500,000 shares of common stock for services rendered to the company.  These shares were valued at $366,000 based on the closing price on the date of the grant.



On November 12, 2012 Sydney Harland was granted 100,000,000 shares of common stock for services rendered to the company.  These shares were valued at $200,000 based on the closing price on the date of the grant.



On July 11, 2012, Robert Levitt was issued the final 32,667 common shares related to the original agreement he had with the Company to repay his loan.  Mr. Levitt was also issued on July 11, 2012, 2,967,333 common shares in lieu of payment for services he rendered to the Company. These shares were valued at $326,406 based on the closing price on the date of the grant.



On December 22, 2012 an agreement was signed with Robert Levitt concerning a portion of his debt equal to $303,250.  The agreement modified the debt to make it convertible into common stock of the Company at $0.001 per share. The Company compared the value of the debt modified of $303,250 before and after modification to calculate the loss on modification of $909,750.  This value was calculated by comparing the value of the shares if the note was conveted on the modifiaiton date to the face value of the note.  The value of the shares was $1,213,000 which after deducting the face value of the note of $303,250 resulted in the loss on modification of $909,750. The value of the shares the note was convertible into was calculated by using the closing price of the stock on the modification date. The note payable is convertible into common stock at the discretion of Mr. Levitt. Mr. Levitt will be entitled to a maximum of 303,250,000 shares but at no time will Mr. Levitt be able to own more than 4.99% of the outstanding shares of the Companys common stock. Furthermore, at any time, the Company may pay the balance of the unconverted note payable in cash.



For the quarter ended February 28, 2013 Robert Levitt received 29,000,000 shares common stock in partial satisfaction of 303,250,000 shares owed. The value of the shares issued was $29,000. The conversion was in accordance with the modified note agreement therefore no gain or loss was recorded with the conversion.



Convertible Note Payable  Related Party balance was $274,250 and $303,250 at February 28, 2013 and August 31, 2012, respectively.  Amounts due are to Robert Levitt for monies loaned to the Company.  Imputed interest in the amount of $6,095 was recorded for the six months ended February 28, 2013 due to  the note being non-interest bearing.



Note payable  related party balance was $6,960 and $-0- at February 28, 2013 and August 31, 2012 respectively.



Interest expense charged to operations was $214,732 and $162,954 for the six months ended February 28, 2013 and February 29, 2012, respectively.  Related parties interest expense was $168,372 and $129,898 for the six months ended February 28, 2013 and February 29, 2012, respectively.



Dues to directors was $19,609 and $-0- at February 28, 2013 and August 31, 2012, respectively.





- 20 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note G  Joint Ventures



Reflora do Brasil



On November 22, 2010, the Company and Reflora do Brasil, a Brazilian company (RDB) executed a Joint Venture Agreement with respect to sale by RDB of carbon credits relating to certain property located in Brazil.  Proceeds from the sale of the Credits brokered by the Company for RDB shall be split as follows: sixty percent (60%) of the proceeds shall be distributed to the owners of the Para
Property, who are represented by RDB, and forty percent (40%) to the Company.   Pursuant to the agreement, the Company issued 6,333 shares of common stock valued at $6.75 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)

41,762 shares of the common stock valued at $6.75 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 paid for 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.  Since the impairment on August 31, 2011, there has been no activity on this joint venture.  All amounts still owed as of February 28, 2013 were fully accrued related to this arrangement.



Note H  Convertible Debentures and Note Payable



The Company had convertible debentures outstanding as follows:



February 28, 2013Outstanding Balance of Convertible DebentureUnamortized
    DiscountNet of Principal and Unamortized DiscountJune 26, 2012 - Debenture$        500$             51$        449September 21, 2012  Debenture32,50013,72718,773December 4, 2012  Debenture2,5001,721779December 5, 2012  Debenture16,00011,0724,928Total Convertible Debentures$   51,500$      26,571$    24,929Convertible Debentures  Related PartyDecember 22, 2012$ 274,250$             $ 274,250








-21-





August 31, 2012Outstanding Balance of Convertible DebentureUnamortized
    DiscountNet of Principal and Unamortized DiscountApril 27, 2011  Debenture$      5,600$         $    5,600June 26,2012  Debenture27,50018,3339,167Total Convertible Debentures$    33,100$        18,333$    14,767




Note H  Convertible Debentures and Note Payable  continued



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.



On November 14, 2011, Asher Enterprises elected to convert $8,000 of their note payable into 12,698common shares of the Company.  Ashers remaining note payable at November 14, 2011 is therefore $19,500. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital.



On December 14, 2011, Asher Enterprises elected to convert $6,000 of their note payable into 22,222 common shares of the Company.  Ashers remaining note payable at December 14, 2011 is therefore $13,500. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital.



On December 21, 2011, Asher Enterprises elected to convert $6,500 of their note payable into 22,807 common shares of the Company.  Ashers remaining note payable at December 21, 2011 is therefore $7,000. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital.



On June 12, 2012, Asher Enterprises elected to convert $1,400 of their note payable into 24,138 common shares of the Company.  Ashers remaining note payable at June 12, 2012 is therefore $5,600. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital.



On June 26, 2012, 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 March 28, 2013. $27,500 was disbursed to the Company on June 29, 2012.



Pursuant to the convertible debenture the investor may convert the debenture into common stock of the Company at a conversion price of 51% 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 September 21, 2012, the Company entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $32,500 in a convertible debenture bearing interest at 8% per annum, payable on or before June 25, 2013.  $32,500 was disbursed to the Company on September 28, 2012.



-  continued -



- 22-







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note H  Convertible Debentures and Note Payable  continued



Pursuant to the convertible debenture the investor may convert the debenture into common stock of the Company at a conversion price of 51% of the lowest trading price for the common stock for forty-five trading days ending one trading day prior to the date of conversion notice sent by the holder to the Company.



On October 17, 2012, Asher Enterprises elected to convert $5,600 of their note payable and $1,100 of accrued interest into 2,161,290 common shares of the Company.  Ashers remaining note payable at October 17, 2012 is therefore $60,000. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital.  The related derivative liability was also marked to market and relieved to additional paid in capital for $8,529.



On December 1, 2012 Asher and the Company agreed to modify all convertible debt agreements outstanding.  The modification entailed a floor conversion price of $0.00005 and also removed ratchet provisions on the conversion price which previously provided anti-diliutive protection against future diliutive equity or debt issuances.  The modification effectively alleviated the embedded derivative liabilities resulting from the previously floating conversion price and ratchet provision on the conversion price. It also relieved the derivative liability related to all tainted equity items previously outstanding as a result of the embedded derivative liability on this convertible note. The related derivative liabilities were marked to market on the settlement date using the Black-Scholes model and relieved to additional paid in capital for $162,065.



On December 4, 2012, the Company entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $2,500 in a convertible debenture bearing interest at 8% per annum, payable on or before September 6, 2013.  $2,500 was disbursed to the Company on December 4, 2012.



Pursuant to the convertible debenture the investor may convert the debenture into common stock of the Company at a conversion price of 50% of the lowest trading price for the common stock for forty-five trading days ending one trading day prior to the date of conversion notice sent by the holder to the Company.  The conversion price has a floor of $0.00005 per share.  The difference between the market price on the date the note was executed and the conversion price was recorded as a beneficial conversion feature at $2,500.  This amount is discounted against the debt balance and is being amortized over the term of the note using the effective interest method.



On December 5, 2012, the Company entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $16,000 in a convertible debenture bearing interest at 8% per annum, payable on or before September 7, 2013.  $16,000 was disbursed to the Company on December 5, 2012.



Pursuant to the convertible debenture the investor may convert the debenture into common stock of the Company at a conversion price of 50% of the lowest trading price for the common stock for forty-five trading days ending one trading day prior to the date of conversion notice sent by the holder to the Company. The conversion price has a floor of $0.00005 per share.  The difference between the market price on the date the note was executed and the conversion price was recorded as a beneficial conversion feature at $16,000.  This amount is discounted against the debt balance and is being amortized over the term of the note using the effective interest method.





-23-











Amortization expense for debt discounts was $42,764 and $20,703 for the six months ended February 28, 2013 and February 29, 2012, respectively.  The net discount on all convertible debt outstanding was $26,571 and $18,333 at February 28, 2013 and August 31, 2012, respectively.

Accrued interest was $2,645 and $1,426 at February 28, 2013 and August 31, 2012, respectively.



On December 31, 2012, Asher Enterprises elected to convert $10,000 of their note payable into 7,142,857 common shares of the Company.  Ashers remaining note payable at December 31, 2012 is therefore $68,500. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $10,000.



On February 14, 2013, Asher Enterprises elected to convert $11,500 of their note payable into 9,583,333 common shares of the Company.  Ashers remaining note payable at February 14, 2013 is therefore $57,000. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $11,500.



-  continued -





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note H  Convertible Debentures and Note Payable  continued



On February 20, 2013, Asher Enterprises elected to convert $5,500 of their note payable into 8,333,333 common shares of the Company.  Ashers remaining note payable at February 20, 2013 is therefore $51,500. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $5,500.

Convertible note payable  related party at February 28, 2013 and August 31, 2012 consisted of $274,250 and $-0- due and payable to Robert Levitt.



Notes payable at February 28, 2013 and August 31, 2012 consisted of $30,000 and $15,000 due and payable to Marie Fay upon demand and $2,000 and $-0- due and payable to Warwick Tranter upon demand, and $6,690 owed to Robert Levitt due upon demand. Imputed interest expense for the six months ended February 28, 2013 and February 29, 2012 was $12,889 and $11,680, respectively.



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 for their convertible note with a balance of $51,500 and $33,100 as of November 30, 2012 and August 31, 2012, respectively.  Due to the modification of all outstanding convertible debt as previously described at December 1, 2012 all embedded derivative liabilities were marked to market and the derivative liabilities were eliminated as of February 28, 2013.



The Company valued the embedded derivative within the convertible note using the Black-Scholes valuation model.  The result of the valuation is a derivative liability in the amount of $161,987 as of November 30, 2012.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.50 to 0.58 years; (2) a computed volatility rate of 458% (3) a discount rate of 0.13% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability.



- 24 -





The Company valued the embedded derivative within the convertible note using the Black-Scholes valuation model.  The result of the valuation is a derivative liability in the amount of $55,683 as of August 31, 2012.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.25 to 0.75 years; (2) a computed volatility rate of 345.29% (3) a discount rate of 0.01% and (4) zero dividends.  The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability.



The Company evaluated all convertible debt and outstanding warrants to determine whether these instruments may be tainted from the aforementioned derivative. All warrants outstanding were considered tainted as a result of the 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 as of November 30, 2012.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 1.9 years; (2) a computed volatility rate of 644.69% (3) a discount rate of 0.25% and (4) zero dividends.  The valuation of these warrants was recorded with an offsetting gain/loss on the derivative liability.



For the year ended August 31, 2012, 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 $5.





- continued -





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note I 

Derivative Liability - continued



We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 2.2 years; (2) a computed volatility rate of 345.29% (3) a discount rate of 0.41% and (4) zero dividends. The valuation of these warrants was recorded with an offsetting loss on the derivative liability.



On October 17, 2012 the remaining balance of $5,600 on the Asher note issued on April 27, 2011 for $27,500 and accrued interest of $1,100 was converted for 2,161,290 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 $8,529 was reclassed to additional paid in capital with the derivative settlement.



For the three months ended November 30, 2012 and 2011, $13,333 and 12,266 was amortized and is included in interest expense, respectively.  Debt discount at November 30, 2012 and August 31, 2012 was $37,500 and $18,333, respectively. All discounts were fully amortized upon conversion where applicable. The instruments were revalued at each settlement and at year end, and the resulting change was included in the statement of operations and netted with other gains and losses on the Statement of Operations.



For the periods ended November 30, 2012 and August 31, 2012 the Company had 22,429 shares owed that were recorded as a part of the derivative liability due to the tainted equity environment. The related portion of the derivative liability was marked to market according to the value of the shares owed on the balance sheet date, November 30, 2012 and August 31, 2012 was $76 and $225, respectively.



-25-









In August 2012, the 32,667 shares that were issued to Robert Levitt were marked to market for $3,593 and relieved to additional paid in capital with the settlement.



On December 1, 2012 Asher and the Company agreed to modify all convertible debt agreements outstanding.  The modification entailed a floor conversion price and also removed ratchet provisions on the conversion price which previously provided anti-diliutive protection against future diliutive equity or debt issuances.  The modification related to the previous debt outstanding relieved the embedded derivative liability associated with this note as well as the derivative liabilities associated with all tainted equity instruments.



All outstanding debt and tainted equity were marked to market at December 1, 2012 and relieved to additional paid in capital for $162,065 based on the modification.





Derivative Liability at
    August 31, 2012Discount on debt with initial valuation(Gain) Loss on Derivative for the Six Months Ended February 28, 2013Settled to Additional Paid in
    CapitalDerivative
    Balances
    At
    February 28,
    2013Asher Debentures$ 55,683$   32,500$  82,333$ (170,516)$    Tainted Equity  Stock Payable225(149)(76)Tainted Equiity - Warrants Outstanding5(3)(2)Total$ 55,913$$ 32,500$ 82,181$ (170,594)$    




Note J   Commitments and Contingencies



On September 24, 2012, a lawsuit styled The Pelas Group, Inc. vs. Sydney Harland, Knightsbridge Corporation, and Global Earth Energy, Inc. was filed in the Superior Court of California in San Diego County, California, under Case No. 37-2012-00104417-CU-BC-CTL.  The plaintiff claims damages in excess of $40,000.00 as a result of an alleged breach of contract between the plaintiff and Knightsbridge Corporation, a wholly-owned subsidiary of the registrant. In addition, to Knightsbridge, the plaintiff sued the registrant and Mr. Harland, the president and chief executive office of the registrant, even though neither the registrant nor Mr. Harland was a party to the alleged contract.  As of the date of this report, the registrant is not aware of any service of process on the registrant, Mr. Harland or Knightsbridge.  Consequently, it is not possible for the registrant to comment on the potential outcome of the litigation. However, the registrant shall vigorously defend itself against the claims of the plaintiff at the appropriate time. The Company has accrued $52,800 related to this lawsuit as of February 28, 2013.





-26-





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note K  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, aside from those shown in the table below, 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 -





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note K  Fair Value



The following liability was valued at fair value as of February 28, 2013 and August 31, 2012. No other items were valued at fair value on a recurring basis as of February 28, 2013 or August 31, 2012.



February 28, 2013Fair Value Measurements UsingCarryingValueLevel 1Level 2Level 3TotalDerivative Liabilities$      $      $      $      $      Total$      $      $      $      




-27-









August 31, 2012Fair Value Measurements UsingCarryingValueLevel 1Level 2Level 3TotalDerivative Liabilities$  55,913$      $      $  55,913$  55,913Total$      $      $  55,913$  55,913




Note L   Subsequent Events



During April 2013, the Company issued 17,000,000 shares of common stock. The 17,000,000 consist of common stock issued to Robert Levitt as for conversion of convertible debt of $17,000.





-28-





Item 2.

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

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

Results of Operations

Three Months Ended February 28, 2013 Compared With Three Months Ended February 29, 2012.

Net Revenue for each of the three months ended February 28, 2013, and February 29, 2012, was $-0-.  Net loss for the three months ended February 28, 2013, was $1,527,808 compared to net loss of $285,257 for the three months ended February 29, 2012.

Expenses have increased by $1,242,551 for the first three months of our current fiscal year from $285,257 for the three months ended February 29, 2012, to $1,527,808 for the three months ended February 28, 2013.  The increase can be attributed to a decrease in consulting fees of $5,245 from $152,745 to $147,500 and an increase in general and administrative expenses of $293,533 from $60,275 to $353,808.  An increase in interest expense of $35,000 from $81,753 to $116,753 is due to the registrant having insufficient revenues and the amortization of debt discount.  The registrant also had a decrease in gain on derivative of $9,516 from $9,516 gain on derivative to $-0-gain on derivative and an increase in loss on debt modification of $909,750 from $-0- to $909,750.

Six Months Ended February 28, 2013 Compared With Six Months Ended February 29, 2012.

Net Revenue for each of the six months ended February 28, 2013, and February 29, 2012, was $-0-.  Net loss for the six months ended February 28, 2013, was $2,173,692 compared to net loss of $562,324 for the six months ended February 29, 2012.

Expenses have increased by $1,612,368for the first six months of our current fiscal year from $562,324 for the six months ended February 29, 2012, to $2,174,692for the six months ended February 28, 2013.  The increase can be attributed to an increase in compensation expense of $200,000 from $-0- to $200,000, a decrease in consulting fees of $135,245 from $430,245 to $295,000 and an increase in general and administrative expenses of $364,706 from $108,323 to $473,029.  An increase in interest expense of $51,778 from $162,954 to $214,732 is due to the registrant having insufficient revenues and the amortization of debt discount.  The registrant also had a decrease in gain on derivative of $221,379 from $139,198 gain on derivative to $82,181 loss on derivative and an increase in loss on debt modification of $909,750 from $-0- to $909,750.

Liquidity and Capital Resources

Our operations used approximately $61,713 in cash for the six months ended February 28, 2013.  Cash required during the six months ended February 28, 2013, came principally from cash proceeds from debt of $61,713 for the six months ended February 28, 2013.

Our operations used approximately $75,337 in cash for the six months ended February 29, 2012.  Cash required during the six months ended February 29, 2012 came principally from cash proceeds from issuance of debt of $66,000 for the six months ended February 29, 2012

Special Note Regarding Forward-Looking Statements

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



-29-





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

·

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

·

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

·

Our ability to fund our financing needs;

·

Competitive factors;

·

General economic conditions; and

·

Changes in our business plan and corporate strategies.

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

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4.

Controls and Procedures.

See Item 4(T) below.

Item 4(T).

Controls and Procedures.

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



-30-



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

·

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

·

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

·

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

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

Evaluation of Disclosure and Controls and Procedures.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  The evaluation was undertaken in consultation with our accounting personnel.  Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are currently ineffective.  Each of the factors identified in the 10K/A filed with the Securities and Exchange Commission on February 13, 2013 have remained unresolved and have been considered to be material weaknesses in our controls.

Changes in Internal Controls over Financial Reporting.  There were no changes in the internal controls over our financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  The matters that management identified in the 10K/A filed with the Securities and Exchange Commission on February 13, 2013, continue to be unresolved and still are considered material weaknesses in our internal control over financial reporting.

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



-31-



PART II  OTHER INFORMATION

Item 1.

Legal Proceedings.

On September 24, 2012, a lawsuit styled The Pelas Group, Inc. vs. Sydney Harland, Knightsbridge Corporation, and Global Earth Energy, Inc. was filed in the Superior Court of California in San Diego County, California, under Case No. 37-2012-00104417-CU-BC-CTL.  The plaintiff claims damages in excess of $40,000.00 as a result of an alleged breach of contract between the plaintiff and Knightsbridge Corporation, a wholly-owned subsidiary of the registrant.  In addition, to Knightsbridge, the plaintiff sued the registrant and Mr. Harland, the president and chief executive office of the registrant, even though neither the registrant nor Mr. Harland was a party to the alleged contract.  As of the date of this report, the registrant is not aware of any service of process on the registrant, Mr. Harland or Knightsbridge.  Consequently, it is not possible for the registrant to comment on the potential outcome of the litigation.  However, the registrant shall vigorously defend itself against the claims of the plaintiff at the appropriate time. The Company has accrued $52,800 related to this lawsuit as of February 28, 2013.

Item 1A.

Risk Factors.

Not applicable.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None that have not already been reported.

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5.

Other Information.

Not applicable.

Item 6.

Exhibits.

|            |                                                                                                                                                                                                                                                                                                                                               
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. | Identification of Exhibit                                                                                                                                                                                                                                                                                                                     
|3.1**       | Articles of Incorporation filed on April 11, 2000, filed as Exhibit 1 to the registrants Current Report on Form 10SB12G on August 15, 2000, Commission File Number 000-31343.                                                                                                                                                                
|3.2**       | Bylaws approved January 31, 1997, filed as Exhibit 2 to the registrants Current Report on Form 10SB12G on August 15, 2000, Commission File Number 000-31343.                                                                                                                                                                                 
|3.3**       | Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on February 5, 2008, filed as Exhibit 3.1 to the registrants Current Report on Form 8-K on April 4, 2008, Commission File Number 000-31343.                                                                                            
|4.0**       | Global Earth Energy, Inc. Amended and Restated Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of Nevada on January 31, 2011, filed as Exhibit 4.0 to the registrants Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.                                        
|10.1**      | Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on December 2, 2010, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on December 3, 2010, Commission File Number 000-31343.
|10.2**      | Joint Venture Agreement dated January 10, 2011 between LifeCycle Investments, L.L.C. and Global Earth Energy, Inc., filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on January 12, 2011, Commission File Number 000-31343.                                                                                               



-32-





|        |                                                                                                                                                                                                                                                                                                                                                   
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3**  | Asher Enterprises Inc. Securities Purchase Agreement, executed on December 6, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.21 to the registrants Annual Report on Form 10-K/A on January 18, 2011, Commission File Number 000-31343.                                                                 
|10.4**  | Asher Enterprises Inc. Convertible Promissory Note, executed on December 6, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.22 to the registrants Annual Report on Form 10-K/A on January 18, 2011, Commission File Number 000-31343.                                                                   
|10.5**  | Memorandum of Understanding dated January 26, 2011, between Global Earth Energy, Inc. and LB Tim Co., Ltd., a South Korean corporation, filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.                                                                               
|10.6**  | Consulting Agreement dated as of January 26, 2011 between Global Earth Energy, Inc. and Spiros Sinnis, filed as Exhibit 10.2 to the registrants Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.                                                                                                                
|10.7**  | Consulting Agreement dated as of January 26, 2011, between Global Earth Energy, Inc. and Andrew L. Madenberg, filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.                                                                                                         
|10.8**  | Joint Venture Agreement dated February 9, 2011, between Global Earth Energy, Inc. and GFC 2005, filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on February 10, 2011, Commission File Number 000-31343.                                                                                                                      
|10.9**  | Memorandum of Understanding dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.                                                                                             
|10.10** | Joint Venture Agreement dated February 22, 2011, between Global Earth Energy, Inc. and Innovated Concepts of Ethanol Corp., filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.                                                                                          
|10.11** | Agreement for the Sale and Purchase of Coal dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on February 23, 2011, Commission File Number 000-31343.                                                                             
|10.12** | Joint Venture Agreement dated February 24, 2011, between Global Earth Energy, Inc. and Biosynergies Lubbock, LLC, filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on February 25, 2011, Commission File Number 000-31343.                                                                                                    
|10.13** | Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
|10.14** | Regulations of Global Earth Natural Resources, L.L.C., dated May 23, 2011, filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.                                                                                                                                                
|10.15** | Firm Corporate Offer for International Coal Sales dated April 4, 2011 between Modern Coal, LLC, a Texas limited liability company, and Advent Enterprises Inc., filed as Exhibit 10.2 to the registrants Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.                                                           
|10.16** | Certificate of Formation of Global Earth Natural Resources, L.L.C., a Texas limited liability company, dated May 23, 2011, filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.                                                                                                
|10.17** | Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
|10.18** | Amendment to Memorandum of Understanding between Global Earth Energy, Inc. and L. B. Tim Co., Ltd., dated March 23, 2011, filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.                                                                                                
|10.19** | Termination notice with respect to the Bio Lubbock Joint Venture Agreement, received on March 29, 2011, filed as Exhibit 10.2 to the registrants Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.                                                                                                                  
|10.20** | Joint Venture Agreement dated April 7, 2011, between Global Earth Energy, Inc. and Modern Coal, LLC, filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.                                                                                                                     



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|        |                                                                                                                                                                                                                                                                
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 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.                        
|10.34** | 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.                                          
|10.35** | Termination of Joint Venture Agreement dated November 8, 2011, between LifeCycle Investments, L.L.C. and Global Earth Energy, Inc., filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on November 8, 2011, Commission File Number 000-31343.
|10.36** | Joint Venture Agreement between Global Earth Energy, Inc. and Western Energy Group agreed to June 14, 2012, filed as Exhibit 10.1 to the registrants Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.                           
|10.37** | Joint Operating Agreement between Global Earth Energy, Inc. and Western Energy Group agreed to June 14, 2012, filed as Exhibit 10.2 to the registrants Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.                         
|10.38** | Global Earth Energy, Inc. 2012 Options, Restricted Stock and Performance-Based Awards Stock Plan, adopted June 14, 2012, filed as Exhibit 10.3 to the registrants Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.              



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|        |                                                                                                                                                                                                                                                                                                                                                                                                               
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.39** | Restricted Stock Award Agreement for Sydney A. Harland, executed June 14, 2012, filed as Exhibit 10.4 to the registrants Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.                                                                                                                                                                                                      
|10.40** | Restricted Stock Award Agreement for Betty A. Harland, executed June 14, 2012, filed as Exhibit 10.5 to the registrants Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.                                                                                                                                                                                                       
|10.41** | Restricted Stock Award Agreement for Edmund Gorman, executed June 14, 2012, filed as Exhibit 10.6 to the registrants Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.                                                                                                                                                                                                          
|10.42** | Restricted Stock Award Agreement for Robert Glassen, executed June 14, 2012, filed as Exhibit 10.7 to the registrants Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.                                                                                                                                                                                                         
|10.43** | Restricted Stock Award Agreement for Arthur N. Kelly, executed June 14, 2012, filed as Exhibit 10.8 to the registrants Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.                                                                                                                                                                                                        
|10.44** | Restricted Stock Award Agreement for Richard Proulx, executed June 14, 2012, filed as Exhibit 10.9 to the registrants Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.                                                                                                                                                                                                         
|10.45*  | Warrant issued to Norman T. Reynolds, Esq. for 20,000,000 shares of the common stock of the registrant, dated December 27, 2012.                                                                                                                                                                                                                                                                              
|16.0**  | Letter From Predecessor Independent Registered Public Accounting Firm, dated March 4, 2011, filed as Exhibit 16.0 to the registrants Current Report on Form 8-K/A on March 10, 2011, Commission File Number 000-31343.                                                                                                                                                                                       
|31.1*   | Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                         
|31.2*   | Certification of Edmund J. Gorman, Chief Financial Officer and Principal Accounting Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         
|32.1*   | Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                         
|32.2*   | Certification of Edmund J. Gorman, Chief Financial Officer and Principal Accounting Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         
|99.1**  | Press release issued on February 10, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and GFC 2005, dated February 9, 2011, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on February 10, 2011, Commission File Number 000-31343.                                                                                                                   
|99.2**  | Press release issued on February 22, 2011, with respect to the Memorandum of Understanding dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.                                                                                          
|99.3**  | Press release issued on February 23, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and Innovated Concepts of Ethanol Corp., dated February 22, 2011, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on February 23, 2011, Commission File Number 000-31343.                                                                                       
|99.4**  | Press release issued on February 24, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and Biosynergies Lubbock, LLC., dated February 24, 2011, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on February 25, 2011, Commission File Number 000-31343.                                                                                                
|99.5**  | Press release issued on March 21, 2011, with respect to the Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.



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|         |                                                                                                                                                                                                                                                                                                                                                                                                               
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|99.6**   | Press release issued on May 20, 2011, with respect to Firm Corporate Offer for International Coal Sales dated April 4, 2011 between Modern Coal, LLC, a Texas limited liability company, and Advent Enterprises Inc., filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.                                                                 
|99.7**   | Press release issued on March 21, 2011, with respect to the Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
|99.8**   | Press release issued on April 7, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and Modern Coal, LLC, dated April 7, 2011, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.                                                                                                                      
|101.INS* | XBRL Instance Document                                                                                                                                                                                                                                                                                                                                                                                        
|101.SCH* | XBRL Taxonomy Extension Document                                                                                                                                                                                                                                                                                                                                                                              
|101.CAL* | XBRLTaxonomy Extension Calculation Linkbase                                                                                                                                                                                                                                                                                                                                                                   
|101.DEF* | XBRLTaxonomy Extension Definition Linkbase                                                                                                                                                                                                                                                                                                                                                                    
|101.LAB* | XBRLTaxonomy Extension Lable Linkbase                                                                                                                                                                                                                                                                                                                                                                         
|101.PRE* | XBRLTaxonomy Extension Presentation Linkbase.                                                                                                                                                                                                                                                                                                                                                                 

____________

*

Filed herewith.

**

Previously filed.

SIGNATURES

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

GLOBAL EARTH ENERGY, INC.

Date: April 22, 2013.

By/s/ Sydney A. Harland

Sydney A. Harland, Chief Executive Officer





By/s/ Edmund J. Gorman

Edmund J. Gorman, Chief Financial Officer and
    Principal Accounting Officer



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

|                      |  |                                                                     |  |               
|--------------------- |  | ------------------------------------------------------------------- |  | --------------
|Signature             |  | Title                                                               |  | Date          
|/s/ Sydney A. Harland |  | Chief Executive Officer and Director                                |  | April 22, 2013
|/s/ Edmund J. Gorman  |  | Chief Financial Officer, Principal Accounting Officer, and Director |  | April 22, 2013





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