UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
  FORM
10-Q
 _______________
  x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended November 30, 2008
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  GLOBAL
EARTH ENERGY, INC.
 (Exact
name of registrant as specified in Charter)
  NEVADA
                      
                      000-31343
                      
                      36-4567500(State
      or other jurisdiction of
                        incorporation
      or organization)
                      
                      (Commission
      File No.)
                      
                      (IRS
      Employee Identification
No.)
 
 534
Delaware Avenue, Suite 412
 Buffalo,
New York 14202
 (Address of Principal
Executive Offices)
 _______________
  (910)
616-0077
 (Issuer
Telephone number)
 _____________
  (Former
Name or Former Address if Changed Since Last Report)
  Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x     No o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
  Large
Accelerated Filer o     Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x
 
 Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
 Yes o No x
  State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of January 13, 2009:26,983,403 shares of
common stock.
 
  
    Global
Earth Energy, Inc.
 FORM
10-Q
  November
30, 2008
  Table
of Contents
 
 PART I
      FINANCIAL INFORMATIONItem 1.
                
                Financial
      StatementsBalance
      Sheets as at November 30, 2008 (unaudited) and August 31,
    2008
                1Statements
      of Operations (unaudited) for the three months ended November 30, 2008 and
      2007
                2Statements
      of Cash Flows (unaudited) for the three months ended November 30, 2008 and
      2007
                3Notes
      to Financial Statements (unaudited)
                4Item 2.
                
                Management
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                8Item 3.
                
                Quantitative
      and Qualitative Disclosures About Market Risk.
                11Item 4T.
                
                Controls
      and Procedures.
                11PART II
      OTHER INFORMATION
                12Item 1.
                
                Legal
      Proceedings.
                12Item 1A.
                
                Risk
      Factors.
                12Item 2.
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds.
                12Item 3.
                
                Defaults
      Upon Senior Securities.
                12Item 4.
                
                Submission
      of Matters to a Vote of Security Holders.
                12Item 5.
                
                Other
      Information.
                12Item 6.
                
                Exhibits.
                12Signatures.
                13
 
  
    Item
1. Financial Information
   GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 FINANCIAL
      REPORTSATNovember
      30, 2008
         
       GLOBAL
      EARTH ENERGY, INC.
                                (FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)
                                (A
      NEVADA CORPORATION)
                                Buffalo,
      New York
                                
                                TABLE
      OF CONTENTSConsolidated
      Balance Sheets at November 30, 2008 (Unaudited) and August 31,
      2008
                              1Consolidated
      Statements of Operations for the Three Months Ended November 30, 2008 and
      2007 (Unaudited)
                              2Consolidated
      Statements of Cash Flows for the Three Months Ended November 30, 2008 and
      2007 (Unaudited)
                              3Notes
      to Consolidated Financial Statements
                              4-7
      
   GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      BALANCE SHEETS(Unaudited)November
      30,
                                            
                                            
                                            August
      31,2008
                                            
                                            
                                            2008ASSETSCurrent
      AssetsCash
      and Cash Equivalents
                                            
                                            $
                                            263
                                            
                                            
                                            $
                                            1,009Prepaid
      Expenses
                                            
                                            
                                            44,000
                                            
                                            
                                            
                                            ––Total
      Assets
                                            
                                            $
                                            44,263
                                            
                                            
                                            $
                                            1,009LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      Payable
                                            
                                            $
                                            ––
                                            
                                            
                                            $
                                            ––Accrued
      Expenses
                                            
                                            
                                            61,811
                                            
                                            
                                            
                                            70,752Accrued
      Compensation - Directors
                                            
                                            
                                            1,160,990
                                            
                                            
                                            
                                            976,811Due
      to Directors
                                            
                                            
                                            377,412
                                            
                                            
                                            
                                            350,435Total
      Liabilities
                                            
                                            
                                            1,600,213
                                            
                                            
                                            
                                            1,397,998Stockholders'
      DeficitCommon
      Stock:  $.001 Par; 800,000,000 Shares
Authorized;26,983,403
      and 26,483,403 Issued and 23,983,403and  23,483,403, Outstanding, Respectively
                                            
                                            
                                            23,983
                                            
                                            
                                            
                                            23,483Common
      Stock, Class B:  $.001 Par; 50,000 Shares
      Authorized;-0-
      Issued and Outstanding
                                            
                                            
                                            ––
                                            
                                            
                                            
                                            ––Preferred
      Stock, Class A:  $.001 Par; 1,000,000 Shares
      Authorized;66,000 Issued and Outstanding
                                            
                                            
                                            66
                                            
                                            
                                            
                                            66Preferred
      Stock, Class B:  $.001 Par; 5,000,000 Shares
      Authorized;1,000,000 Issued and Outstanding
                                            
                                            
                                            1,000
                                            
                                            
                                            
                                            1,000Preferred
      Stock, Class C:  $.001 Par; 15,000,000 Shares
      Authorized;-0- Issued and Outstanding
                                            
                                            
                                            ––
                                            
                                            
                                            
                                            ––Preferred
      Stock, Class D:  $.001 Par; 13,000,000 Shares
      Authorized;-0- Issued and Outstanding
                                            
                                            
                                            ––
                                            
                                            
                                            
                                            ––Additional
      Paid-In Capital
                                            
                                            
                                            4,339,120
                                            
                                            
                                            
                                            4,256,820Accumulated
      Deficit
                                            
                                            
                                            (5,917,119
                                            )
                                            
                                            
                                            (5,675,358
                                            )Treasury
      Stock – 3,000,000 Shares at $.001 Par
                                            
                                            
                                            (3,000
                                            )
                                            
                                            
                                            (3,000
                                            )Total
      Stockholders' Deficit
                                            
                                            
                                            (1,555,950
                                            )
                                            
                                            
                                            (1,396,989
                                            )Total
      Liabilities and Stockholders' Deficit
                                            
                                            $
                                            44,263
                                            
                                            
                                            $
                                            1,009
  The
accompanying notes are an integral part of these financial
statements.
  -1-
  GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      STATEMENTS OF OPERATIONSUnauditedFor the Three
      Months Ended November 30,
                                  
                                  2008
                                  
                                  
                                  2007Revenues,
      Net
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  —Cost
      of Goods Sold
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Gross
      Profit
                                  
                                  
                                  ––
                                  
                                  
                                  
                                  ––ExpensesCompensation
      Expense – Stock Options
                                  
                                  
                                  2,800
                                  
                                  
                                  
                                  ––Consulting
      Fees
                                  
                                  
                                  183,500
                                  
                                  
                                  
                                  152,500General
      and Administrative
                                  
                                  
                                  24,457
                                  
                                  
                                  
                                  56,849Interest
      Expense
                                  
                                  
                                  31,004
                                  
                                  
                                  
                                  17,863Total
      Expenses
                                  
                                  
                                  241,761
                                  
                                  
                                  
                                  227,212Loss
      from Operations BeforeProvision
      for Taxes
                                  
                                  
                                  (241,761
                                  )
                                  
                                  
                                  (227,212
                                  )Provision
      for Taxes
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Net
      Loss for the Period
                                  
                                  $
                                  (241,761
                                  )
                                  
                                  $
                                  (227,212
                                  )Weighted
      Average Number ofCommon
      Shares Outstanding -Basic
                                  
                                  
                                  23,983,403
                                  
                                  
                                  
                                  22,541,383Diluted
                                  
                                  
                                  26,983,403
                                  
                                  
                                  
                                  25,541,383Net
      Loss Per Common Share -Basic
      and Diluted
                                  
                                  $
                                  (0.01
                                  )
                                  
                                  $
                                  (0.01
                                  )
 
 The
accompanying notes are an integral part of these financial
statements.
  -2-
   
 GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      STATEMENTS OF CASH FLOWSUnauditedFor the Three
      Months Ended November 30,
                                          
                                          2008
                                          
                                          
                                          2007Cash
      Flows from Operating ActivitiesNet
      Loss for the Period
                                          
                                          $
                                          (241,761
                                          )
                                          
                                          $
                                          (227,212
                                          )Non-Cash
      Adjustments:Interest
      on Directors/Stockholder Loans
                                          
                                          
                                          31,004
                                          
                                          
                                          
                                          17,863Common
      Stock Issued In Exchange for Services Rendered
                                          
                                          
                                          80,000
                                          
                                          
                                          
                                          —Compensation
      Expense – Stock Options
                                          
                                          
                                          2,800
                                          
                                          
                                          
                                          —Changes
      in Assets and Liabilities:Prepaid
      Expenses
                                          
                                          
                                          (44,000
                                          )
                                          
                                          
                                          —Accounts
      Payable
                                          
                                          
                                          —
                                          
                                          
                                          
                                          1,328Accrued
      Expenses
                                          
                                          
                                          (8,941
                                          )
                                          
                                          
                                          (11,379
                                          )Accrued
      Compensation - Directors
                                          
                                          
                                          159,127
                                          
                                          
                                          
                                          28,417Net
      Cash Flows from Operating Activities
                                          
                                          
                                          (21,771
                                          )
                                          
                                          
                                          (190,983
                                          )Cash
      Flows from Investing Activities
                                          
                                          
                                          —
                                          
                                          
                                          
                                          —Cash
      Flows from Financing ActivitiesProceeds
      from Issuance of Regulation S Shares
                                          
                                          
                                          —
                                          
                                          
                                          
                                          153,982Advances
      from (Repayment) to Directors - Net
                                          
                                          
                                          21,025
                                          
                                          
                                          
                                          (56,667
                                          )Net
      Cash Flows from Financing Activities
                                          
                                          
                                          21,025
                                          
                                          
                                          
                                          97,315Net
      Change in Cash and Cash Equivalents
                                          
                                          
                                          (746
                                          )
                                          
                                          
                                          (93,668
                                          )Cash
      and Cash Equivalents - Beginning of Period
                                          
                                          
                                          1,009
                                          
                                          
                                          $
                                          197,593Cash
      and Cash Equivalents - End of Period
                                          
                                          $
                                          263
                                          
                                          
                                          $
                                          103,925Supplemental
      DisclosuresInterest
      Paid
                                          
                                          $
                                          —
                                          
                                          
                                          $
                                          —Income
      Taxes Paid
                                          
                                          $
                                          —
                                          
                                          
                                          $
                                          —
 
 The
accompanying notes are an integral part of these financial
statements.
 
 -3-
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
  Note
A - Basis of Presentation
 The
condensed consolidated financial statements of Global Earth Energy, Inc. (the
“Company”) included herein have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
(the “SEC”).  Certain information and footnote disclosures normally
included in financial statements prepared in conjunction with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These condensed consolidated
financial statements should be read in conjunction with the annual audited
financial statements and the notes thereto included in the Company’s
registration statement on Form 10-KSB, and other reports filed with the
SEC.
  The
accompanying unaudited interim financial statements reflect all adjustments of a
normal and recurring nature which are, in the opinion of management, necessary
to present fairly the financial position, results of operations and cash flows
of the Company for the interim periods presented.  The results of
operations for these periods are not necessarily comparable to, or indicative
of, results of any other interim period or for the fiscal year taken as a
whole.  Certain information that is not required for interim financial
reporting purposes has been omitted.
 
 The
Company has changed its primary business objective from advisory services to the
biodiesel production industry.  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, Knightbridge Corp. (the
“Company”).  All significant intercompany balances have been
eliminated in consolidation.
 Note
B - Going Concern
 The
Company’s consolidated financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company has
reported recurring losses from operations.  As a result, there is an
accumulated deficit of $5,917,119at November 30, 2008.
  The
Company’s continued existence is dependent upon its ability to raise capital or
acquire a marketable company.  The consolidated financial statements
do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.
 
 
 -4-
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
  Note
C - Recently Issued Accounting Standards
 In
February 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 155, “Accounting for
Certain Hybrid Financial Instruments – an amendment of FASB Statement No. 133
and 140” (“SFAS 155”).
  SFAS 155
resolves issues addressed in Statement 133 Implementation Issue No. D1,
“Application of Statement 133 to Beneficial Interest in Securitized Financial
Assets.”  SFAS 155 is effective for all financial instruments acquired
or issued after the beginning of the first fiscal year that begins after
September 15, 2006.  As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended August 31,
2008.  The adoption of SFAS 155 did not have a material effect on its
consolidated financial instruments.
  In March
2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
Assets – an amendment of FASB Statement No. 140” (“SFAS 156”).  SFAS
156 amends FASB Statement No. 140 with respect to the accounting for separately
recognized servicing assets and servicing liabilities.  SFAS 156
requires all separately recognized servicing assets and servicing liabilities to
be initially measured at fair value, if practical.  SFAS 156 is
effective as of the beginning of the first fiscal year that begins after
September 15, 2006.  As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended August 31,
2008.  The adoption of SFAS 156 did not have a material effect on its
consolidated financial statements.
  In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 157, "Fair Value
Measurements”.  SFAS 157 defines fair value, establishes a framework
for measuring fair value, and expands disclosures about fair value
measurements.  SFAS 157 is effective as of the beginning of the first
fiscal year that begins after November 15, 2007.  As such, the Company
is required to adopt these provisions at the beginning of the fiscal year ended
August, 2009.  The Company is currently evaluating the impact of SFAS
157 on its consolidated financial statements.
  In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115”.  SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates.  This Statement applies to all entities,
including not-for-profit organizations.  SFAS 159 is effective as of
the beginning of an entity’s first fiscal year that begins after November 15,
2007.  As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended August, 2009.  The Company is
currently evaluating the impact of SFAS 159 on its consolidated financial
statements.
  In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51”.  SFAS
160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  SFAS 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2008.  As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended August, 2009.  The Company is
currently evaluating the impact of SFAS 160 on its consolidated financial
statements but does not expect it to have a material effect.
  -
continued -
    -5-
  
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
  Note
C - Recently Issued Accounting Standards – continued
 In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 141(R), "Business
Combinations”.  SFAS 141(R) establishes principles and requirements
for how the acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, an any noncontrolling
interest in the acquiree, recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  SFAS
141(R) is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008.  As such, the Company
is required to adopt these provisions at the beginning of the fiscal year ended
August, 2009.  The Company is currently evaluating the impact of SFAS
141(R) on its consolidated financial statements but does not expect it to have a
material effect.
  In March
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standard (“SFAS”) No. 161, "Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133”.  SFAS 161 requires enhanced disclosures about an entity’s
derivative and hedging activities.  SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged.  As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended August, 2009.  The Company is currently evaluating the
impact of SFAS 161 on its consolidated financial statements but does not expect
it to have a material effect.
  In May
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company is currently evaluating the impact of SFAS
162 on its consolidated financial statements but does not expect it to have a
material effect.
  In May
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standard (“SFAS”) No. 163, "Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60" (“SFAS
163”).  SFAS 163 interprets Statement 60 and amends existing
accounting pronouncements to clarify their application to the financial
guarantee insurance contracts included within the scope of that
Statement.  SFAS 163 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and all interim periods within
those fiscal years.  As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended August,
2009.  The Company is currently evaluating the impact of SFAS 163 on
its consolidated financial statements but does not expect it to have a material
effect.
 
 
 -6-
 
 
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 
  Note
D - Share Activity
 Regulation
S Stock
 On
January 26, 2007, the Company issued a press release announcing that they had
launched anequity offering on the Berlin Stock Exchange. The company originally
was offering 10,000,000 shares for sale.  On August 1, 2007, the board
authorized an additional 5,000,000 shares for sale.  All shares are
being offered at a price of $0.50 per share and if completely subscribed will
yield $7,500,000. This offering is on a best effort basis. As of November
30, 2008, 15,978,165 shares had been issued including 2,300,000shares
which were issued in exchange for financial services rendered. Gross proceeds
from the sale of stock were $2,770,861 less stock issuance costs of
$1,669,583.  Net proceeds from the sale of stock were
$1,101,278.
  Stock
Options
 On
October 18, 2008 the Company approved the granting of stock options to its CFO
of 40,000 Class A Preferred Stock Shares.
  Common
Stock
 On
September 25, 2008 a stockholder that is closely related to Betty-Ann and Sydney
Harland received 400,000 shares of regulation 144 common stock.  This
stock was to reimburse the stockholder for 400,000 shares that he gave to the
company on August 27, 2008 to pay the Company’s Consultant.
  On August
31, 2008 the Company entered into an agreement with Larry Ricci
(Contractor).  Pursuant to the agreement the Contractor agrees to
assist the Company in identifying and researching potential acquisitions for the
Company’s subsidiary Knightbridge Corp.  The term of the contract is
for one year, expiring on August 31, 2009.  In consideration for his
services, the Contractor received 100,000 common shares on August 31,
2008.
 -7-
  ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
  Much of
the discussion in this Item is "forward looking." Actual operations and results
may materially differ from present plans and projections due to changes in
economic conditions, new business opportunities, changed business conditions,
and other developments. Other factors that could cause results to differ
materially are described in our filings with the Securities and Exchange
Commission.
 
 The
following are factors that could cause actual results or events to differ
materially from those anticipated, and include, but are not limited to general
economic, financial and business conditions, changes in and compliance with
governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from
outside investors and/or bank and mezzanine lenders; and our ability to generate
sufficient revenues to cover operating losses and position us to achieve
positive cash flow.
 
 Readers
are cautioned not to place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof. We believe the
information contained in this Form 10-Q to be accurate as of the date hereof.
Changes may occur after that date. We will not update that information except as
required by law in the normal course of its public disclosure
practices.
  For the
three months ended November 30, 2008 and 2007 the company had no sales. Net loss
for the three months ended November 30, 2008 was $(241,761)compared to the net loss of
$(227,212) for the three months ended November 30, 2007.
 
 Expenses
have increased by $14,549 for the first three months of our current fiscal year
from $227,212 for the three months ended November 30, 2007 to $241,761 for
the three months ended November 30, 2008. The increase can be attributed to an
increase in compensation expense – stock optionsof $2,800, an increase in
consulting fees of $31,000 and a decrease in general and administrative expenses
of $32,392. An increase in interest expense of $13,141 is due to the company
having no revenues.
 
 Going
Concern
  The
Company’s financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has reported
recurring losses from operations.  As a result, there is an
accumulated deficit of $5,917,119at November
30, 2008.
   -8-
  The
Company’s continued existence is dependent upon its ability to raise capital or
acquire a marketable company.  The financial statements do not include
any adjustments that might be necessary should the Company be unable to continue
as a going concern.
 
 Liquidity and Capital
Resources
 
 Our
operations used approximately $21,771 in cash for the three months ended
November 30, 2008.  Cash required during the three months ended
November 30, 2008 came principally from advances from directors in the amount of
$21,025.
 
 In
pursuing our marketing and sale of our products under our new business plan, we
estimate our operational expenses during the next 12 months will be
approximately $3,500,000.
  As
discussed by our accountants in the audited financial statements included in
this report, our revenues are currently insufficient to cover our costs and
expenses and our lack of sources of revenue raise substantial doubts about our
ability to continue as a going concern.
 
 Pursuant
to this report, we are attempting to raise additional capital. In addition,
certain of our directors and stockholders may continue to provide the Company
with the funds needed to continue our development and operations. To the extent
our revenue shortfall exceeds our capital raising efforts and the willingness
and ability of our directors and stockholders to continue providing the Company
with the funds needed, we anticipate raising any necessary capital from other
outside investors coupled with bank or mezzanine lenders. As of the date of this
report, we have not entered into any negotiations with any third parties to
provide such capital.
 
 We
anticipate that our current financing strategy of equity offerings and private
debt will meet our anticipated objectives and business operations for the next
12 months. Subject to our ability to obtain adequate financing at the applicable
time, we may enter into definitive agreements on one or more of those
opportunities.
   Critical Accounting
Policies
  Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
impact the reported amounts of assets, liabilities, revenue, and expenses. These
estimates and assumptions are affected by management’s application of accounting
policies. Critical accounting policies include revenue recognition and
impairment of long-lived assets.
 
 We
recognize revenue in accordance with Staff Accounting Bulletin No.101, “Revenue
Recognition in Financial Statements.” Sales are recorded when products are
shipped to customers. Provisions for discounts and rebates to customers,
estimated returns and allowances and other adjustments are provided for in the
same period the related sales are recorded.
  We
evaluate our long-lived assets for financial impairment on a regular basis in
accordance with Statement of Financial Accounting Standards No. 144, “Accounting
for the Impairment or Disposal of Long-Lived Assets” which evaluates the
recoverability of long-lived assets not held for sale by measuring the carrying
amount of the assets against the estimated discounted future cash flows
associated with them. At the time such evaluations indicate that the future
discounted cash flows of certain long-lived assets are not sufficient to recover
the carrying value of such assets, the assets are adjusted to their fair
values
   -9-
 
 Recent
Accounting Pronouncements
  In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.
 
 In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106, and 132(R)”. This statement requires employers to
recognize the over-funded or under-funded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This statement also requires an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with limited exceptions. The provisions of SFAS No. 158 are effective for
employers with publicly traded equity securities as of the end of the fiscal
year ending after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.
 
 In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
  In
December 2007, the FASB issued SFAS No. 160, “ Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB No. 51”
(“ SFAS 160” ).
SFAS 160 amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. An ownership interest in subsidiaries held by parties other than the
parent should be presented in the consolidated statement of financial position
within equity, but separate from the parent’s equity. SFAS 160 requires that
changes in a parent’s ownership interest while the parent retains its
controlling financial interest in its subsidiary should be accounted for
similarly as equity transactions. When a subsidiary is deconsolidated, any
retained noncontrolling equity investment in the former subsidiary should
be initially measured at fair value, with any gain or loss recognized in
earnings. SFAS 160 requires consolidated net income to be reported at amounts
that include the amounts attributable to both the parent and the noncontrolling
interest. It also requires disclosure, on the face of the consolidated income
statement, of the amounts of consolidated net income attributable to the parent
and to the noncontrolling interests. SFAS 160 is effective for fiscal years
(including interim periods within those fiscal years) beginning on or after
December 15, 2008 (October 1, 2009 for the Company). Earlier adoption is
prohibited. The statement shall be applied prospectively as of the beginning of
the fiscal year in which it is initially applied, except for the
presentation and disclosure requirement which shall be applied
retrospectively for all periods presented. The Company is currently evaluating
the impact SFAS 160 will have on its consolidated financial
statements.
   -10-
 
  
  Off-Balance Sheet
Arrangements
 
 We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
  Item
3.    Quantitative and Qualitative Disclosures about Market
Risks
 
 We
conduct our business in United States dollars. Our market risk is limited to the
United States domestic, economic and regulatory factors.
 
 Item
4T. Controls and Procedures
  Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.
 
 Management’s Report on
Internal Controls over Financial Reporting
 
 Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the quarter ended
November 30, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
  The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors 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 the inherent limitations in all control systems, no evaluation
of the controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected.
 
 Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of November
30, 2008.
   -11-
 
  
  PART
II - OTHER INFORMATION
 
 Item
1.      Legal Proceedings.
  A default
judgment was entered against the Company in a Texas Court in a legal dispute
initiated by the Company’s former attorney over the amount of his legal charges,
the amount and entitlement to which  the Company is currently
disputing.
 
 Item
1A.   Risk Factors.
 
 None
  Item
2.      Unregistered Sales of Equity Securities and Use
of Proceeds
  None.
  Item
3.      Defaults Upon Senior Securities.
  None
  Item
4.      Submission of Matters to a Vote of Security
Holders.
  None.
  Item
5.      Other Information.
  None
  Item
6.      Exhibits and Reports of Form 8-K.
  (a)      Exhibits
  31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
  32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
  (b)     
Reports of Form 8-K
  None.
 
  -12-
 
    SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  Global
      Earth Energy, Inc.Date:
      January 14, 2009
                        By:
                        /s/
      Sydney A. HarlandSydney
      A. HarlandChief
      Executive Officer/s/ Edmund J.
      GormanEdmund
      J. Gorman
                          Chief
      Financial
Officer
 
    
 -13-