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, 2014



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

Commission File No. 000-31343

_____________________________________

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)324 Olde Point Loop
    Hampstead, NC 28443
    (Address of principal executive offices)28443
    (Zip Code)(910) 270-7749
    (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 1, 2014 the registrant had 1,999,784,754 shares of common stock issued and 1,999,784,734 outstanding



1



Table of Contents



PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

Consolidated Balance Sheets at February 28, 2014 (Unaudited) and August 31, 2013

5



Unaudited Consolidated Statements of Operations for the Three and Six Months Ended

February 28, 2014 and 2013 and for the Period from the Date the Company Re-entered

the Development Stage (March 1, 2010) Through February 28, 2014

7



Unaudited Consolidated Statements of Cash Flows for the Six Months Ended

February 28, 2014 and 2013 and for the Period from the Date the Company Re-entered

the Development Stage (March 1, 2010) Through February 28, 2014

9



Notes to Unaudited Consolidated Financial Statements

12-55



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

of Operations

56



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

57



Item 4.  Controls and Procedures

42



Item 4(T).  Controls and Procedures

57



PART II  OTHER INFORMATION



Item 1.  Legal Proceedings

58



Item 1A.  Risk Factors

59



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

59



Item 3.  Defaults Upon Senior Securities

59



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

59



Item 5.  Other Information

59



Item 6.  Exhibits

60



Signatures

63





2



PART I  FINANCIAL INFORMATION





Item 1.  Financial Statements







GLOBAL EARTH ENERGY, INC.

(A DEVELOPMENT STAGE COMPANY)

Wilmington, North Carolina



FINANCIAL REPORTSATFEBRUARY 28, 2014




3





GLOBAL EARTH ENERGY, INC.
    (A DEVELOPMENT STAGE COMPANY)
    Wilmington, North Carolina
    
    
    TABLE OF CONTENTS
    
    Consolidated Balance Sheets at February 28, 2014 (Unaudited)
    and August 31, 2013                                                                                                              5
    
    Unaudited Consolidated Statements of Operations for the Three and Six
    Months Ended February 28, 2014 and 2013 and for the Period from the Date
    the Company Re-entered the Development Stage (March 1, 2010) Through
    February 28, 2014
    7
    
    
    Unaudited Consolidated Statements of Cash Flows for the Six Months Ended
    February 28, 2014 and 2013 and for the Period from the Date the Company
    Re-entered  the Development Stage (March 1, 2010) Through February 28, 2014                     9
    
    Notes to Unaudited Consolidated Financial Statements                                                               12 - 55




4



GLOBAL EARTH ENERGY, INC.(A Development Stage Company)Wilmington, North CarolinaCONSOLIDATED BALANCE SHEETS




(Unaudited)February 28,August 31,20142013ASSETSCash and Cash Equivalents$       1,012$         Total Assets$       1,012$          LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesNotes Payable$      34,500$      34,500Convertible Note Payable  Related Party3,090Convertible Notes Payable, Net of discounts of $2,525 and $6,58822,475258,162Accrued Expenses900,016871,002Due to Joint Venture101,250101,250Derivative Liabilities263,698925,112Accrued Interest ($1,156,654 and $975,940 owed to related parties)1,156,654976,177Accrued Compensation  Directors4,353,5514,035,302Due to Directors19,649Total Liabilities6,832,1447,224,244Stockholders' DeficitCommon Stock :  $.00001 Par
    2,000,000,000 Shares Authorized




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



5



1,999,784,754 and 1,036,003,087 Issued
    1,999,784,734 and 1,036,003,067 Outstanding, Respectively19,99810,360Stock Held in Escrow:  74,572,239 and 152,533,332 Held in                                           Escrow, Respectively(101,987)(105,259)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 Authorized3,000,000 Issued and Outstanding3,0003,000Preferred Stock, Class C:  $.001 Par
    5,000,000 Shares Authorized-0-  Issued and OutstandingPreferred Stock, Class D:  $.001 Par
    
    13,000,000 Shares Authorized-0- Issued and OutstandingAdditional Paid-In-Capital41,462,59639,361,624Accumulated Deficit(7,419,591)(7,419,591)Accumulated Deficit Since Re-Entering the Development Stage(40,792,148)(39,071,378)Treasury Stock  20 Shares at Cost(3,000)(3,000)Total Stockholders' Deficit(6,831,132)(7,224,244)Total Liabilities and Stockholders' Deficit$       1,012$             






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



6



GLOBAL EARTH ENERGY, INC.(A Development Stage Company)Wilmington, North CarolinaUNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


Period FromDate of re-entering the Development StageThree Months EndedSix Months EndedMarch 1, 2010February 28,February 28,February 28,February 28,Through2014201320142013February 28, 2014Revenues, Net$              $           $              $           $          Cost of Goods SoldGross ProfitExpenses/(Gains)Compensation Expense200,00027,409,187Consulting Fees330,860147,500924,710295,0005,140,541General and Administrative79,127353,805207,453473,0292,247,213Impairment Loss1,294,594Interest Expense117,015116,753215,103214,7321,416,130Loss on Conversion180,000(Gain) Loss on Derivative(31,098)348,22482,1812,058,316




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



7





Loss on Debt Modification909,75025,281909,7501,029,663Total Expenses/(Gains)495,9041,527,8081,720,7702,174,69240,775,644Loss from Operations BeforeProvision for Taxes(495,904)(1,527,808)(1,720,770)(2,174,692)(40,775,644)Provision for TaxesLoss from Operations(495,904)(1,527,808)(1,720,770)(2,174,692)(40,775,644)Discontinued OperationsLoss from Discontinued Operations(16,504)Net Loss for the Period$ (495,904)$  (1,527,808)$(1,720,770)$ (2,174,692)$  (40,792,148)Weighted Average Number ofCommon Shares Outstanding -Basic and Diluted1,914,806,976457,210,1411,641,945,527344,274,877Net Loss Per Common Share -Basic and Diluted$       (0.00)$       (0.00)$       (0.01)$       (0.01)






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



8



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




Period FromDate of re-entering the Development Stage March 1, 2010
   ThroughFor the Six Months EndedFebruary 28, 2014February 28, 2014February 28, 2013Cash Flows from Operating ActivitiesNet Loss for the Period$(1,720,770)$ (2,174,692)$ (40,792,149)Non-Cash Adjustments:Bad Debt(8,726)58,024Discontinued Operations16,504Imputed Interest on Related Party Note Payable1,77312,88954,152Preferred Stock Issued in Exchange for Services Rendered600,000Common Stock Issued in Exchange for Services Rendered649,576200,00025,626,173Common Stock Issued in Exchange for Compensation to Officer143,000343,000Compensation Expense  Stock Option Awards107,8624,190,644Impairment Loss1,294,543Amortization of Debt Discount29,06342,764245,974Loss on Conversion of Accrued Expenses for Stock Payable180,000Loss on Debt Modification25,281909,7501,029,664




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





9



(Gain) Loss on Derivative348,22482,1812,058,316Changes in Assets and Liabilities:Prepaid Expenses110,875Other Assets(5,000)Accrued Expenses29,013310,604808,938Accrued Interest2632,319353,931Accrued Interest  Related Parties180,714159,152492,716Accrued Compensation  Directors318,250285,4582,711,570Net Cash Flows from Operating Activities(4,339)(61,713)(622,125)Cash Flows from Investing ActivitiesCash Paid to Joint Venture(18,750)Net Cash Flows from Investing Activities(18,750)Cash Flows from Financing ActivitiesCash Proceeds from Convertible Debt25,00051,000248,500Cash Proceeds from Issuance of Debt2,00034,500Cash Proceeds from Sale of Stock72,658Cash Proceeds from Issuance of Related Party Debt6,690313,373Repayment of Related Party Debt(20,673)Advances from (Repayment to) Directors  Net(19,649)2,016(6,181)Net Cash Flows from Financing Activities5,35161,713642,177Net Change in Cash and Cash Equivalents1,0121,302Cash and Cash Equivalents - Beginning of Period290Cash and Cash Equivalents - End of Period$       1,012$       $      1,012Supplemental DisclosuresInterest Paid$      3,224$    15,199$     175,983




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



10





Income 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$     579,103Discounts on Debt due to Derivative Liability$    25,000$    32,500$     217,500Shares Cancelled by Shareholder$           $         426$           815Discounts on Debt due to Beneficial Conversion Features$           $    18,500$      56,000Common Stock Issued to Escrow$  613,420$2,159,500$  10,088,315Common Stock Cancelled from Escrow$     37,711$              -$       37,711Conversion of Preferred Stock$           $           $         6,000Derivative Liability Settled$  1,034,638$170,594$2,324,692Convertible Note Payable$           $           $     54,600Common Stock Issued from Escrow for Conversion ofConvertible Note Payable$   578,981$33,700$ 164,280






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



11



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED 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 subsidiaries; 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.



12



NOTE C  Recently Issued Accounting Standards

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income;

- But only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and



13



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE C  Recently Issued Accounting Standards  continued

- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

14





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE C  Recently Issued Accounting Standards  continued

In October 2012, the FASB issued 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.

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 $48,211,739 at February 28, 2014.

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.

15



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



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

On November 8, 2009, the Companys attorney was granted as compensation for services options to buy 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.

16



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Stock Awards

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

On August 2, 2010, the Companys attorney was granted as compensation for services warrants to buy 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 valued utilizing the Black Scholes modal in the amount of $107,863.  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.

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





17



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Stock Awards

Common StockShares Under
    OptionWeighted
    Average
    Exercise
    PriceExercisable2013Balance - September 1, 201228,000$40.50 - $11428,000Options Granted20,000,000$0.00120,000,000Options ExercisedOptions ForfeitedBalance  February 28, 201320,028,00020,028,0002014Balance - September 1, 201320,028,000$40.50 - $11420,028,000Options GrantedOptions ExercisedOptions ForfeitedBalance  February 28, 201420,028,00020,028,000




Stock Options - Preferred
    StockShares Under
    OptionWeighted
    Average
    Exercise
    PriceExercisable2014Balance - September 1, 2013365,000$8.60 - $15.20365,000Options GrantedOptions ExercisedOptions ForfeitedBalance  February 28, 2014365,000365,000




18



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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

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 r

19





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

stockholders, by paying thei 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.

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





20



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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 the 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.



21



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED 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.





22

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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.



23



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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.

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.

24



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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.



25



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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.

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.



26



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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.



27



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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.

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.

28



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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 was 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.



29



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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.

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.

30



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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.



31









GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

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. 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.

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.

On April 15, 2013 the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2013.  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.  250,000,000 shares of common stock are registered to this plan at an offering price of $0.0008.  The Plan shall expire on April 15, 2023.

On April 15, 2013 Norman Reynolds was granted 15,000,000 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 $13,500 based on the closing price on the date of the grant.



32



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

On April 15, 2013 Carolyn Merrill was granted 18,400,000 shares of common stock in lieu of payment by the Company for compensation as the Companys accountant. These shares were valued at $16,560 based on the closing price on the date of the grant.

On April 15, 2013 Rich Kaiser was granted 6,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant.  These shares were valued at $5,400 based on the closing price on the date of the grant.

On April 22, 2013, 183,944,906 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 $128,761 based on the grant date fair value of the shares.

On June 5, 2013 Sydney Harland cancelled 50,200,001 shares of common stock he previously held. These shares were deducted from common stock issued for the par value of the shares $502 with the cancellation.

During the three months ended August 31, 2013, Norman Reynolds was granted 132,000,000 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 $44,700 based on the closing price on the dates of the grants.

During the three months ended August 31, 2013, Carolyn Merrill was granted 58,900,000 shares of common stock in lieu of payment by the Company for compensation as the Companys accountant. These shares were valued at $14,670 based on the closing price on the dates of the grants.

During the three months ended August 31, 2013, Rich Kaiser was granted 25,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $8,800 based on the closing price on the dates of the grants.

During June, 2013, Robert Levitt received a total of 36,000,000 shares common stock in conversion of $3,600 of convertible debt. The value of the shares issued was $3,600. The conversion was in accordance with the modified note agreement therefore no gain or loss was recorded with the conversion.

On July 15, 2013, Phil Sands was granted 25,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $7,500 based on the closing price on the date of the grant.



33



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

On August 20, 2013, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan No. 2, for the Year 2013.  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.  250,000,000 shares of common stock are registered to this plan at an offering price of $0.0001.  The Plan shall expire on August 20, 2023.

On August 21, 2013, Spiros Sinnis was granted 25,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $2,500 based on the closing price on the date of the grant.

On August 21, 2013, Michael Harland was granted 25,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $2,500 based on the closing price on the date of the grant.

On September 9, 2013, Carolyn Merrill was granted 20,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys accountant. These shares were valued at $12,000 based on the closing price on the dates of the grant.

On November 8, 2013, Robert Dixon was granted 2,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $5,000 based on the closing price on the date of the grant.

On November 11, 2013, Adam Tracy was granted 2,500,000 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 $4,750 based on the closing price on the date of the grant.

On November 11, 2013, 56,033,333 shares common stock that were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. were cancelled due to Ashers final debt being paid.

On November 12, 2013 Sydney Harland was granted 30,000,000 shares of common stock for services rendered to the company.  These shares were valued at $78,000 based on the closing price on the date of the grant.



34



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE E  Share Activity - continued

Common Stock

On November 12, 2013, Betty Ann Harland was granted 25,000,000 shares of common stock for services rendered to the company.  These shares were valued at $65,000 based on the closing price on the date of the grant.

During the three months ended November 30, 2013, 509,600,000 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Beaufort Ventures PLC. These shares were recorded in Stock Held in Escrow account at a value of $613,420 based on the grant date fair value of the shares.

During the three months ended November 30, 2013, Rich Kaiser was granted 43,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $77,500 based on the closing price on the dates of the grants.

During the three months ended November 30, 2013, Spiros Sinnis was granted 99,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $173,600 based on the closing price on the date of the grant.

During the three months ended November 30, 2013, Michael Harland was granted 75,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $120,000 based on the closing price on the date of the grant.

During the three months ended November 30, 2013, Jones & Haley, PC was granted 9,000,000 shares of common stock in lieu of payment by the Company for legal services provided as the Companys attorney.  These shares were valued at $15,900 based on the closing price on the dates of the grants.

During the three months ended November 30, 2013, Marie Fay was granted 10,715,000 shares of common stock in lieu of payment by the Company as for services provided to the Company.  These shares were valued at $28,931 based on the closing price on the date of the grant.

During the three months ended February 28, 2014, Jones & Haley, PC was granted 69,000,000 shares of common stock in lieu of payment by the Company for legal services provided as the Companys attorney.  These shares were valued at $51,800 based on the closing price on the dates of the grants.

During the three months ended February 28, 2014, Michael Harland was granted 25,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $30,000 based on the closing price on the date of the grant.



35





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE E  Share Activity - continued

Common Stock

During the three months ended February 28, 2014, Spiros Sinnis was granted 65,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $35,500 based on the closing price on the dates of the grants.

During the three months ended February 28, 2014, Robert Dixon was granted 2,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $5,000 based on the closing price on the date of the grant.

During the three months ended February 28, 2014, Phil Sands was granted 25,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $80,000 based on the closing price on the date of the grant.

During the three months ended February 28, 2014, Rich Kaiser was granted 8,000,000 shares of common stock in lieu of payment by the Company for compensation as the Companys consultant. These shares were valued at $9,600 based on the closing price on the dates of the grant.

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, 2014 and August 31, 2013 was $0 and $19,649, respectively.

36



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE F  Related Party Transactions - continued

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, 2014 and August 31, 2013 accrued compensation due to Mrs. Harland was $1,360,874 and $1,244,874, respectively.  At February 28, 2014 and August 31, 2013 accrued interest on accrued compensation was $297,538 and $241,934, 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, 2014 and August 31, 2013 accrued compensation due to Mr. Harland was $1,746,009 and $1,622,509, respectively.  At February 28, 2014 and August 31, 2013 accrued interest imputed on accrued compensation was $467,405 and $395,114, respectively.  As of the date of this report, Mr. Harland and the Company are negotiating renewal of his contract.

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, 2014 and August 31, 2013 accrued compensation due to Mr. Gorman was $1,246,669 and $1,167,919, respectively.    At February 28, 2014 and August 31, 2013 accrued interest imputed on accrued compensation was $391,711 and $338,892, 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.



37

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE F  Related Party Transactions - continued

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.

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 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 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.

38



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE F  Related Party Transactions - continued

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 converted on the modification 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 for conversion of $29,000 of convertible debt. The conversion was in accordance with the modified note agreement therefore no gain or loss was recorded with the conversion.

For the quarter ended May 31, 2013 Robert Levitt received 15,000,000 shares and was owed an additional 7,000,000 shares of common stock for conversion of $22,000 of convertible debt. The conversion was in accordance with the modified note agreement therefore no gain or loss was recorded with the conversion.



On June 3, 2013 an agreement was signed with Robert Levitt concerning a portion of his debt equal to $6,690.  The agreement modified the debt to make it convertible into common stock of the Company at $0.0001 per share. The Company compared the value of the debt modified of $6,690 before and after modification to calculate the loss on modification of $94,633.  This value was calculated by comparing the value of the shares if the note was converted on the modification date to the face value of the note. The value of the shares was $101,323 which after deducting the face value of the note of $6,690 resulted in the loss on modification of $94,633. 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 66,900,000 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.

On June 5, 2013 Syd Harland cancelled 50,200,001 shares of common stock he previously held. These shares were deducted from common stock issued for the par value of the shares $502 with the cancellation.



39



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE F  Related Party Transactions - continued

For the quarter ended August 31, 2013 Robert Levitt received 36,000,000 shares common stock for conversion of $3,600 of this convertible note. The conversion was in accordance with the modified note agreement therefore no gain or loss was recorded with the conversion.

On August 26, 2013, Robert Levitt sold $252,250 of his convertible debt signed into on December 22, 2012 to a party unrelated to the Company.  See Note H.

On September 6, 2013, Robert Levitt sold $3,090 of his convertible debt signed into on March 6, 2013 to a party unrelated to the Company.  See Note H.

On November 12, 2013 Sydney Harland was granted 30,000,000 shares of common stock for services rendered to the company.  These shares were valued at $78,000 based on the closing price on the date of the grant.

On November 12, 2013 Betty Ann Harland was granted 25,000,000 shares of common stock for services rendered to the company.  These shares were valued at $65,000 based on the closing price on the date of the grant.

Convertible Note Payable  Related Party balance was $0 and $3,090 at February 28, 2014 and August 31, 2013, respectively.  Amounts due to Robert Levitt are for monies loaned to the Company.

Imputed interest in the amounts of $1,773 and $12,889 were recorded for the six month periods ended February 28, 2014 and 2013, respectively, due to the notes being non-interest bearing.

Interest expense charged to operations was $215,103 and $214,732 for the six months ended February 28, 2014 and 2013 respectively.  Related parties interest expense was $185,710 and $168,372 for the six months ended February 28, 2014 and 2013, respectively.

NOTE G  Joint Ventures

Reflora do Brasil

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



40



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE G   Joint Ventures - continued

Reflora do Brasil

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.

Global Earth Naural Resources, Inc.

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

Hawk Manufacturing, Inc.

On August 28, 2013, the Company acquired a 20% equity ownership in Hawk Manufacturing Inc., a Florida corporation. Per the agreement, the Company is required to transfer 214,027,096 shares of common stock to Hawk and Hawk is to transfer 250 shares of its common stock to the Company. The Company recorded the value of the shares owed based on the closing stock price on the agreement date, which resulted in a value of $21,403. Hawk had no material revenues or book value at the time of acquisition therefore the entire investment of $21,403 was impaired as of August 31, 2013. Hawk had no material activity from the agreement date through the balance sheet date. The shares owed were recorded to stock payable and re-classed to the derivative liability.



41

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE H  Convertible Debentures and Notes Payable

The Company had convertible debentures outstanding as follows:

|                                       |  |                                              |                      |                                          
|-------------------------------------- |  | -------------------------------------------- | -------------------- | -----------------------------------------
|February 28, 2014                      |  | Outstanding Balance of Convertible Debenture | Unamortized
Discount | Net of Principal and Unamortized Discount
|                                       |  |                                              |                      |                                          
|Convertible Debentures                 |  |                                              |                      |                                          
|December 1, 2013  Debenture           |  | $    25,000                                  | $      2,525         | $    22,475                              
|                                       |  |                                              |                      |                                          
|Convertible Debentures  Related Party |  |                                              |                      |                                          
|June 3, 2013                           |  | $                                           | $                   | $                                       

|                                       |  |                                              |                      |                                          
|-------------------------------------- |  | -------------------------------------------- | -------------------- | -----------------------------------------
|August 31, 2013                        |  | Outstanding Balance of Convertible Debenture | Unamortized
Discount | Net of Principal and Unamortized Discount
|                                       |  |                                              |                      |                                          
|Convertible Debentures                 |  |                                              |                      |                                          
|April 22, 2013  Debenture             |  | $    12,500                                  | $    6,588           | $       5,912                            
|August 26,2012  Debenture             |  | 252,250                                      |                     | 252,250                                  
|                                       |  |                                              |                      |                                          
|Total Convertible Debentures           |  | $  264,750                                   | $    6,588           | $   258,162                              
|                                       |  |                                              |                      |                                          
|Convertible Debentures  Related Party |  |                                              |                      |                                          
|June 3, 2013                           |  | $    3,090                                   | $                   | $      3,090                             



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.

42





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE H  Convertible Debentures and Notes Payable - continued

On November 14, 2011, Asher Enterprises elected to convert $8,000 of their note payable into 12,698 common 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 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. 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.

43





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE H  Convertible Debentures and Notes Payable - continued

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-dilutive protection against future dilutive 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.

On April 22, 2013, the Company entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $12,500 in a convertible debenture bearing interest at 8% per annum, payable on or before January 29, 2014.  $12,500 was disbursed to the Company on April 22, 2013.



44



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE H  Convertible Debentures and Notes Payable - continued

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 $12,500.  This amount is discounted against the debt balance and is being amortized over the term of the note using the effective interest method.

On August 26, 2013, the Company entered into a securities purchase agreement with Beaufort Ventures PLC for the transfer of a $252,250 convertible debenture from Robert Levitt to Beaufort that is due on demand and non interest bearing.

Pursuant to the assigned convertible debenture, the investor may convert the debenture into common stock of the Company at a conversion price of 55% of the average lowest three trading prices for the common stock for twenty trading days prior to the date of conversion notice sent by the holder to the Company. The conversion price with this note had an embedded derivative liability due to the variability based on future market prices. As a result the conversion feature was bifurcated and re-valued at market at issuance and at August 31, 2013.

On September 6, 2013, Robert Levitt sold $3,090 of his convertible debt signed into on March 6, 2013 to Beaufort Ventures PLC. Per the agreement, 30,900,000 shares held in escrow to Robert Levitt, were transferred to Beaufort Ventures PLC. The agreement modified the debt to make it convertible into more shares of the Companys common stock than before at 55 percent times the lowest trading price of the twenty trading days preceding the conversion

date. The Company compared the value of the debt modified of $3,090 before and $28,371 after modification to calculate the loss on modification of $25,281. This value was calculated by comparing the value of the shares if the note was converted on the modification date to the face value of the note. The note payable is convertible into common stock. Furthermore, at any time, the Company may pay the balance of the unconverted note payable in cash.

Amortization expense for debt discounts was $6,588 and $13,333 for the three months ended February 28, 2014 and 2012, respectively.  The net discount on all convertible debt outstanding was $-0- and $6,588 at February 28, 2014 and August 31, 2013, respectively.

Accrued interest was $-0- and $237 at February 28, 2014 and August 31, 2013, 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. 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.

45





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE H  Convertible Debentures and Notes Payable  continued

On February 14, 2013, Asher Enterprises elected to convert $11,500 of their note payable into 9,583,333 common shares of the Company. 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.

On February 20, 2013, Asher Enterprises elected to convert $5,500 of their note payable into 8,333,333 common shares of the Company. 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.

During the three months ended May 31, 2013, Asher Enterprises elected to convert $33,000 of their note payable and $2,400 accrued interest into 97,491,041 common shares of the Company. 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 $35,400.

During the three months ended August 31, 2013, Asher Enterprises elected to convert $18,500 of their note payable and $740 accrued interest into 186,966,667 common shares of the Company. 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 $19,240.

During the three months ended November 30, 2013, Asher Enterprises elected to convert $12,500 of their note payable and $500 accrued interest into 96,500,000 common shares of the Company. 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 $13,000.

During the three months ended November 30, 2013, Beaufort Ventures PLC elected to convert $130,079 of their note payable into 215,776,246 common shares of the Company. 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 $130,079.



46

-



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE H  Convertible Debentures and Notes Payable  continued

During the three months ended February 28, 2014, Beaufort Ventures PLC elected to convert $116,535 of their note payable into 214,251,515 common shares of the Company. 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 $116,535.  The remaining principal amount of $8,726 was forgiven by Beaufort to the Company; therefore, the balance as of February 28, 2014 of this loan was $0.

On June 3, 2013 an agreement was signed with Robert Levitt concerning a portion of his debt equal to $6,690.  The agreement modified the debt to make it convertible into common stock of the Company at $0.0001 per share. The Company compared the value of the debt modified of $6,690 before and after modification to calculate the loss on modification of $94,633.  This value was calculated by comparing the value of the shares if the note was converted on the modification date to the face value of the note. The value of the shares was $101,323 which after deducting the face value of the note of $6,690 resulted in the loss on modification of $94,633. 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 66,900,000 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 August 31, 2013 Robert Levitt received 36,000,000 shares common stock for conversion of $3,600 of his convertible note. The conversion was in accordance with the modified note agreement therefore no gain or loss was recorded with the conversion.

On December 1, 2013, the Company entered into a securities purchase agreement with Beaufort Ventures PLC for a $25,000 convertible debenture that is due on March 10, 2014 and non-interest bearing.

Pursuant to the convertible debenture, the investor may convert the debenture into common stock of the Company at a conversion price of 55% of the average lowest three trading prices for the common stock for twenty trading days prior to the date of conversion notice sent by the holder to the Company. The conversion price with this note had an embedded derivative liability due to the variability based on future market prices. As a result the derivative, the derivative was bifurcated and re-valued at market at issuance and at February 28, 2014.  The derivative was valued at $41,500 at issuance, with $25,000 increasing the debt discount and the remaining $16,500 increasing the loss on derivatives.  The $25,000 debt discount was amortized by $22,475 during the three months ended February 28, 2014; with a remaining discount of $2,525 at February 28, 2014.

Convertible note payable  related party at February 28, 2014 and August 31, 2013 consisted of $0 and $3,090 due and payable to Robert Levitt.



47



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE H  Convertible Debentures and Notes Payable  continued

Notes payable at February 28, 2014 and August 31, 2013 consisted of $32,500 due and payable to Marie Fay upon demand and $2,000 due and payable to Warwick Tranter upon demand. Imputed interest expense for the six months ended February 28, 2014 and 2013 was $1,773 and $12,889, 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 notes with a cumulative balance of $22,475 and $261,252 as of February 28, 2014 and August 31, 2013, respectively.

The embedded derivative liabilities were initially settled on November 30, 2012 with amendments that were signed to remove the embedded derivative liabilities. On August 28, 2013 the Company entered into a new convertible note payable which also had embedded derivatives. This caused the derivative liabilities to re-emerge prior to the August 31, 2013 year-end.

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.

As previously mentioned, $20,500 of the previous convertible debt owed of $27,500 was converted during the year ended August 31, 2012. The embedded derivative related to this portion of the convertible debt was re-valued on the settlement dates using the Black Scholes model to be $44,184. The related portion of the derivative liability was marked to market and re-classed to additional paid in capital with the settlements. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.25 years; (2) a computed volatility rate of 345.29% (3) a discount rate of 0.01% and (4) zero dividends.

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 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 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 gain/loss on the derivative liability.



50





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE I    Derivative Liability  continued

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 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 embedded 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.

On November 30, 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-dilutive protection against future dilutive 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 November 30, 2012 and relieved to additional paid in capital for $161,987 based on the modification.

The Company valued the embedded derivative within the convertible note settled on November 30, 2012 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.

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.  This balance was relieved to additional paid in capital with settlement.

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.





51

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE I    Derivative Liability  continued

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. The $76 was relieved to additional paid in capital with the November 30, 2012 settlement of the derivative liability.

On August 28, 2013 the Company entered into a new convertible note payable which also had embedded derivatives. This caused the derivative liabilities to re-emerge prior to the August 31, 2013 yearend. The Company valued the embedded derivative within this convertible note using the Black-Scholes valuation model.  The result of the valuation is a derivative liability in the amount of $875,303 as of August 31, 2013.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.25 years; (2) a computed volatility rate of 494% (3) a discount rate of 0.01% and (4) zero dividends. This value was recorded as a loss on derivative with the offsetting credit to derivative liability as the note is due on demand.

On December 1, 2013 the Company entered into a new convertible note payable which also had embedded derivatives. The Company valued the embedded derivative within this convertible note using the Black-Scholes valuation model.  The result of the valuation is a derivative liability in the amount of $38,648 as of February 28, 2014.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.25 years; (2) a computed volatility rate of 510% (3) a discount rate of 0.07% and (4) zero dividends. This value was recorded as a loss on derivative with the offsetting credit to derivative liability as the note is due on demand.

At February 28, 2014 and August 31, 2013 the Company had 225,049,525 and 221,049,525 shares owed that were recorded as a part of the derivative liability due to the tainted equity environment.

52



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE I    Derivative Liability - continued

The related portion of the derivative liability was marked to market according to the value of the shares owed on the balance sheet date, February 28, 2014 and August 31, 2013 was $225,050 and $49,809, respectively.

|                                      |                                         |                                             |                                         |                                                                      |                                       |                                         
|------------------------------------- | --------------------------------------- | ------------------------------------------- | --------------------------------------- | -------------------------------------------------------------------- | ------------------------------------- | ----------------------------------------
|                                      |                                         |                                             |                                         |                                                                      |                                       |                                         
|                                      | Derivative Liability at
August 31, 2013 | Reclass from equity to derivative liability | Discount on debt with initial valuation | (Gain) Loss on Derivative for the Six Months Ended February 28, 2014 | Settled to Additional Paid in
Capital | Derivative
Balances
At
February 28, 2014
|                                      |                                         |                                             |                                         |                                                                      |                                       |                                         
|Debentures                            | $  875,303                              | $                                         | $   25,000                              | $   142,983                                                          | $ (1,004,638)                         | $    38,648                             
|                                      |                                         |                                             |                                         |                                                                      |                                       |                                         
|Tainted Equity  Stock Payable        | 49,809                                  |                                           |                                       | 205,241                                                              | (30,000)                              | 225,050                                 
|                                      |                                         |                                             |                                         |                                                                      |                                       |                                         
|Tainted Equity  Warrants Outstanding |                                       |                                           |                                       |                                                                    |                                     |                                       

|      |           |               |           |            |              |          
|----- | --------- | ------------- | --------- | ---------- | ------------ | ---------
|Total | $ 925,112 | $           | $  25,000 | $  348,224 | $(1,034,638) | $ 263,698
|      |           |               |           |            |              |          

NOTE J  Commitments and Contingencies

The Company is aware of one lawsuit filed against its wholly owned subsidiary Knightsbridge Corp. The case is pending in the Superior Court of the State of California.  It was filed on October 4, 2012.  It is probable that the Company will have to repay the fees given it for unperformed services in the amounts of $52,868 and $52,800 and has therefore accrued these amounts as liabilities at February 28, 2014 and August 31, 2013, respectively.

The Company is aware of one lawsuit filed against it. The case is pending in the District Court of the State of Texas.  It was filed on September 16, 2013.   The Company has the following amounts of $567,639 and $573,538 accrued as a liability at February 28, 2014 and August 31, 2013, respectively.  The Company is disputing these fees however and plans to vigorously defend itself.

53



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO UNAUDITED 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 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.



54





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE K   Fair Value - continued

The following liabilities was valued at fair value as of February 28, 2014 and August 31, 2013. No other items were valued at fair value on a recurring or non-recurring basis as of February 28, 2014 and August 31, 2013.

|                       |           |                               |           |                |               
|---------------------- | --------- | ----------------------------- | --------- | -------------- | --------------
|February 28, 2014      |           | Fair Value Measurements Using
|                       | Carrying  |                               |           |                |               
|                       | Value     | Level 1                       | Level 2   | Level 3        | Total         
|Derivative Liabilities | $       | $                           | $       | $     263,698  | $     263,698 
|Convertible Debt - TP  | $       | $                           | $       | $       22,475 | $       22,475
|                       |           |                               |           |                |               
|Total                  |           | $                           | $       | $      286,173 | $      286,173





August 31, 2013Fair Value Measurements UsingCarryingValueLevel 1Level 2Level 3TotalDerivative Liabilities$      $      $      $      925,112$      925,112Convertible Debt - TP$      $      $      $      258,162$      258,162Convertible Debt - RP$      $      $      $         3,090$         3,090Total$      $      $   1,186,364$   1,186,364




Note L    Subsequent Events

On March 10, 2014 the Company voted to amended its Articles of Organization.  The Amendment will increase authorized common stock to 6,000,000,000 shares from 2,000,000,000 and will change common stock par value from $0.001 to $0.00001.  On April 4, 2014 the merger agreement with Hawk Manufacturing, Inc. was terminated.





55



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.

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.



Results of Operations

Three Months Ended February 28, 2014 Compared With Three Months Ended February 28, 2013

Net Revenue for each of the three months ended February 28, 2014, and 2013, was $-0-.  Net loss for the three months ended February 28, 2014, was $495,904 compared to net loss of $1,527,808 for the three months ended February 28, 2013.

Expenses have decreased by $1,031,904 for the first three months of our current fiscal year from $1,527,808 for the three months ended February 28, 2013, to $495,904 for the three months ended February 28, 2014.  The decrease can be attributed to an increase in consulting fees of $183,360 from $147,500 to $330,860 a  decrease in general and administrative expenses of $274,678 from $353,805 to $79,127 and a decrease in loss on debt modification of $909,750 from $909,750 to $-0-.  The registrant also had an increase in gain on derivative of $31,098 from $-0- gain on derivative to $31,098 gain on derivative.

Six Months Ended February 28, 2014  Compared With Six Months Ended February 28, 2013.

Net Revenue for each of the six months ended February 28, 2014 and  2013, was $-0-.  Net loss for the six months ended February 28, 2014, was $1,720,770 compared to net loss of $2,174,692 for the six months ended February 28, 2013.

Expenses have decreased by $453,922 for the first six months of our current fiscal year from $2,174,692 for the six months ended February 28, 2013, to $1,720,770 for the six months ended February 28, 2014.  The decrease can be attributed to a decrease in compensation expense of $200,000 from $200,000  to $-0-, an increase in consulting fees of $629,710 from $295,000 to $924,710 and a decrease in general and administrative expenses of $265,576 from $473,029 to $207,453.  The registrant also had an increase in loss on derivative of $266,043 from $82,181 to $348,224 and a decrease in loss on debt modification of $884,469 from $909,750 to $25,281.



56





Liquidity and Capital Resources

Our operations used approximately $4,339  in cash for the six months ended February 28, 2014.  Cash required during the six months ended February 28, 2014, came principally from cash proceeds from debt of $25,000 for the six months ended February 28, 2014.

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 issuance of debt of $61,713for the six months ended February 28, 2013.

Item 3.Quantitative and Qualitative Disclosures about Market Risk.



Not Applicable.

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.

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.







57









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 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 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 remain 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.



PART II  OTHER INFORMATION

Item 1.Legal Proceedings.



On September 9, 2013, the law firm of Norman T. Reynolds filed a lawsuit against Global Earth Energy, Inc. in the District Court for Harris County, Texas.  Norman T. Reynolds Law Firm vs. Global Earth Energy, Inc., 151 Judicial District, Harris County, Texas, Cause No. 2013-54117 (September, 2013).  The lawsuit alleges that the Company owes the Plaintiff $657,178.25 for legal fees.  The Company has filed an Answer, denying the amount of the debt and it intends to vigorously defend itself in this suit.





58



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 Company.  In addition, to Knightsbridge, the Plaintiff sued the Company and Mr. Harland, the president and chief executive office of the Company, even though neither the Company nor Mr. Harland was a party to the alleged contract.   A default judgment was entered in that suit against all the Defendants, including the Company, on November 28, 2012.   The Company has accrued $52,800 related to this lawsuit as of May 31, 2013.

Item 1A.Risk Factors.



Not applicable as a smaller reporting company.

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.                                                                                               
|            |                                                                                                                                                                                                                                                                                                                                               
|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.                                                                                                



59



|        |                                                                                                                                                                                                                                                                                                                                                   
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                   
|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.                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                   
|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.                                                                                                           



60





|        |                                                                                                                                                                                                                                                                                            
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                            
|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.                                          
|        |                                                                                                                                                                                                                                                                                            
|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*   | Amended 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*   | Amended 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*   | Amended 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*   | Amended 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.



61



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|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                               
|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.
|       |                                                                                                                                                                                                                                                                                                                                                                                                               
|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.                                                                                                                      



____________



*Filed herewith.

**Previously filed.



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SIGNATURES

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

GLOBAL EARTH ENERGY, INC.

Date: April 21, 2014



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 21, 2014

/s/  Edmund J. Gorman

Chief Financial Officer, Principal

April 21, 2014

Accounting Officer, and Director







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