UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_______________




Amendment
No. 1 to
 FORM
10-Q


_______________




x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the quarterly period ended
February 28, 2009





o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




GLOBAL
EARTH ENERGY, INC.


(Exact
name of registrant as specified in Charter)




NEVADA
                      
                      000-31343
                      
                      36-4567500(State
      or other jurisdiction of
                        incorporation
      or organization)
                      
                      (Commission
      File No.)
                      
                      (IRS
      Employee Identification
No.)





534
Delaware Avenue, Suite 412


Buffalo,
New York 14202


(Address of Principal
Executive Offices)


_______________




(910)
616-0077


(Issuer
Telephone number)


_____________




(Former
Name or Former Address if Changed Since Last Report)




Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x     No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large
Accelerated Filer o     Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.


Yes o No x




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of April 14, 2009:23,483,403
shares of common stock.









Global
Earth Energy, Inc.





FORM
10-Q




February
28, 2009




Table
of Contents




EXPLANATORY NOTE: This Amended
Form 10-Q/A is being filed with the Securities and Exchange Commission (the
“Commission”) to include updated financial information which was the subject of
the Form 8-K filed with the Commission on July 16, 2009.







PART I
      FINANCIAL INFORMATIONItem 1.
                
                Financial
      StatementsConsolidated
      Balance Sheets at February 28, 2009 (Unaudited) and August 31, 2008
      (Restated)Consolidated
      Statements of Operations for the Three and Six Months Ended February 28,
      2009 and February 29,  2008 (Unaudited)
      (Restated)Consolidated
      Statements of Cash Flows for the Six Months Ended February 28, 2009
      and February 29, 2008 (Unaudited)
(Restated)Notes
      to Consolidated Financial StatementsItem 2.
                
                Management
      Discussion and Analysis of Financial Condition and Results of
      Operations.Item 3.
                
                Quantitative
      and Qualitative Disclosures About Market Risk.Item 4T.
                
                Controls
      and Procedures.PART II
      OTHER INFORMATIONItem 1.
                
                Legal
      Proceedings.Item 1A.
                
                Risk
      Factors.Item 2.
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds.Item 3.
                
                Defaults
      Upon Senior Securities.Item 4.
                
                Submission
      of Matters to a Vote of Security Holders.Item 5.
                
                Other
      Information.Item 6.
                
                Exhibits.Signatures.












Part
I   Financial Information




Item
1. Financial Statements












GLOBAL
EARTH ENERGY, INC.


(FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)


(A
NEVADA CORPORATION)


Buffalo,
New York







FINANCIAL
      REPORTSATFEBRUARY
      28, 2009













GLOBAL
      EARTH ENERGY, INC.
                                                    (FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)
                                                    (A
      NEVADA CORPORATION)
                                                    Buffalo,
      New YorkTABLE
      OF CONTENTSConsolidated
      Balance Sheets at February 29, 2009 (Unaudited) and
                                                    August
      31, 2008 (Restated)
                                                  1Consolidated
      Statements of Operations for the Three and Six Months
      Ended
                                                    February
      28, 2009 and February 29, 2008 (Unaudited) (Restated)
                                                  2Consolidated
      Statements of Cash Flows for the Six Months Ended
                                                    February
      28, 2009 and February 29, 2008 (Unaudited) (Restated)
                                                  3Notes
      to Consolidated Financial Statements
                                                  4
      - 6





GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      BALANCE SHEETSUnaudited(Restated)
                                                                                      
                                                                                      
                                                                                      (Restated)February
      28,
                                                                                      
                                                                                      
                                                                                      August
      31,2009
                                                                                      
                                                                                      
                                                                                      2008ASSETSCurrent
      AssetsCash
      and Cash Equivalents
                                                                                      
                                                                                      $
                                                                                      263
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1,009Prepaid
      Expenses
                                                                                      
                                                                                      
                                                                                      8,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      ––Total
      Assets
                                                                                      
                                                                                      $
                                                                                      8,263
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1,009LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccrued
      Expenses
                                                                                      
                                                                                      $
                                                                                      184,446
                                                                                      
                                                                                      
                                                                                      $
                                                                                      183,968Accrued
      Compensation - Directors
                                                                                      
                                                                                      
                                                                                      1,345,264
                                                                                      
                                                                                      
                                                                                      
                                                                                      976,811Due
      to Directors
                                                                                      
                                                                                      
                                                                                      395,615
                                                                                      
                                                                                      
                                                                                      
                                                                                      350,435Total
      Liabilities
                                                                                      
                                                                                      
                                                                                      1,925,325
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,511,214Stockholders'
      DeficitCommon
      Stock :  $.001 Par; 800,000,000 Shares
      Authorized;26,983,403
      and 26,483,403 Issued and
      23,983,403
                                                                                        and  23,483,403,
      Outstanding, Respectively
                                                                                      
                                                                                      
                                                                                      23,983
                                                                                      
                                                                                      
                                                                                      
                                                                                      23,483Common
      Stock, Class B:  $.001 Par; 50,000,000
SharesAuthorized;
      -0- Issued and Outstanding
                                                                                      
                                                                                      
                                                                                      —
                                                                                      
                                                                                      
                                                                                      
                                                                                      ––Preferred
      Stock, Class A:  $.001 Par; 1,000,000 Shares
      Authorized;66,000
      and 100,000 Issued and Outstanding, respectively
                                                                                      
                                                                                      
                                                                                      66
                                                                                      
                                                                                      
                                                                                      
                                                                                      66Preferred
      Stock, Class B:  $.001 Par; 5,000,000 Shares
      Authorized;1,000,000
      Issued and Outstanding
                                                                                      
                                                                                      
                                                                                      1,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,000Preferred
      Stock, Class C:  $.001 Par; 15,000,000
SharesAuthorized;  -0-
      Issued and Outstanding
                                                                                      
                                                                                      
                                                                                      —
                                                                                      
                                                                                      
                                                                                      
                                                                                      ––Preferred
      Stock, Class D:  $.001 Par;  13,000,000
      SharesAuthorized;  -0-
      Issued and Outstanding
                                                                                      
                                                                                      
                                                                                      —
                                                                                      
                                                                                      
                                                                                      
                                                                                      ––Additional
      Paid-In Capital
                                                                                      
                                                                                      
                                                                                      4,339,120
                                                                                      
                                                                                      
                                                                                      
                                                                                      4,256,820Accumulated
      Deficit
                                                                                      
                                                                                      
                                                                                      (6,278,231
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (5,788,574
                                                                                      )Treasury
      Stock – 3,000,000 Shares at $.001 Par
                                                                                      
                                                                                      
                                                                                      (3,000
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (3,000
                                                                                      )Total
      Stockholders' Deficit
                                                                                      
                                                                                      
                                                                                      (1,917,062
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (1,510,205
                                                                                      )Total
      Liabilities and Stockholders' Deficit
                                                                                      
                                                                                      $
                                                                                      8,263
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1,009
   The
accompanying notes are an integral part of these financial
statements.
 -1-
 GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      STATEMENTS OF OPERATIONS (UNAUDITED)Three
      Months Ended
                                                                        
                                                                        
                                                                        Six
      Months Ended(Restated)
                                                                        
                                                                        
                                                                        (Restated)
                                                                        
                                                                        
                                                                        (Restated)
                                                                        
                                                                        
                                                                        (Restated)February
      28,
                                                                        
                                                                        
                                                                        February
      29,
                                                                        
                                                                        
                                                                        February
      28,
                                                                        
                                                                        
                                                                        February
      29,2009
                                                                        
                                                                        
                                                                        2008
                                                                        
                                                                        
                                                                        2009
                                                                        
                                                                        
                                                                        2008Revenues,
      Net
                                                                        
                                                                        $
                                                                        —
                                                                        
                                                                        
                                                                        $
                                                                        —
                                                                        
                                                                        
                                                                        $
                                                                        —
                                                                        
                                                                        
                                                                        $
                                                                        —Cost
      of Goods Sold
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —Gross
      Profit
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —ExpensesCompensation
      Expense – Stock Options
                                                                        
                                                                        
                                                                        ––
                                                                        
                                                                        
                                                                        
                                                                        ––
                                                                        
                                                                        
                                                                        
                                                                        2,800
                                                                        
                                                                        
                                                                        
                                                                        ––Consulting
      Fees
                                                                        
                                                                        
                                                                        183,500
                                                                        
                                                                        
                                                                        
                                                                        147,500
                                                                        
                                                                        
                                                                        
                                                                        367,000
                                                                        
                                                                        
                                                                        
                                                                        320,000General
      and Administrative
                                                                        
                                                                        
                                                                        23,138
                                                                        
                                                                        
                                                                        
                                                                        30,963
                                                                        
                                                                        
                                                                        
                                                                        47,595
                                                                        
                                                                        
                                                                        
                                                                        87,812Interest
      Expense
                                                                        
                                                                        
                                                                        38,405
                                                                        
                                                                        
                                                                        
                                                                        21,084
                                                                        
                                                                        
                                                                        
                                                                        72,262
                                                                        
                                                                        
                                                                        
                                                                        41,304Total
      Expenses
                                                                        
                                                                        
                                                                        245,043
                                                                        
                                                                        
                                                                        
                                                                        199,547
                                                                        
                                                                        
                                                                        
                                                                        489,657
                                                                        
                                                                        
                                                                        
                                                                        449,116Loss
      from Operations BeforeProvision
      for Taxes
                                                                        
                                                                        
                                                                        (245,043
                                                                        )
                                                                        
                                                                        
                                                                        (199,547
                                                                        )
                                                                        
                                                                        
                                                                        (489,657
                                                                        )
                                                                        
                                                                        
                                                                        (449,116
                                                                        )Provision
      for Taxes
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —
                                                                        
                                                                        
                                                                        
                                                                        —Net
      Loss for the Period
                                                                        
                                                                        $
                                                                        (245,043
                                                                        )
                                                                        
                                                                        $
                                                                        (199,547
                                                                        )
                                                                        
                                                                        $
                                                                        (489,657
                                                                        )
                                                                        
                                                                        $
                                                                        (449,116
                                                                        )Weighted
      Average Number ofCommon
      Shares Outstanding -Basic
                                                                        
                                                                        
                                                                        23,983,403
                                                                        
                                                                        
                                                                        
                                                                        23,448,791
                                                                        
                                                                        
                                                                        
                                                                        23,983,403
                                                                        
                                                                        
                                                                        
                                                                        22,995,087Diluted
                                                                        
                                                                        
                                                                        26,983,403
                                                                        
                                                                        
                                                                        
                                                                        26,448,791
                                                                        
                                                                        
                                                                        
                                                                        26,983,403
                                                                        
                                                                        
                                                                        
                                                                        25,995,087Net
      Loss Per Common Share -Basic
                                                                        
                                                                        $
                                                                        (0.01
                                                                        )
                                                                        
                                                                        $
                                                                        (0.01
                                                                        )
                                                                        
                                                                        $
                                                                        (0.02
                                                                        )
                                                                        
                                                                        $
                                                                        (0.02
                                                                        )Diluted
                                                                        
                                                                        $
                                                                        (0.01
                                                                        )
                                                                        
                                                                        $
                                                                        (0.01
                                                                        )
                                                                        
                                                                        $
                                                                        (0.02
                                                                        )
                                                                        
                                                                        $
                                                                        (0.02
                                                                        )
 
  The
accompanying notes are an integral part of these financial
statements.
 -2-
 
 GLOBAL
      EARTH ENERGY, INC.(FORMERLY
      KNOWN AS GLOBAL WATAIRE INC.)(A
      NEVADA CORPORATION)Buffalo,
      New YorkCONSOLIDATED
      STATEMENTS OF CASH FLOWS (UNAUDITED)(Restated)
                                        
                                        
                                        (Restated)For
      the Six Months Ended February 28 and February 29,
                                        
                                        2009
                                        
                                        
                                        2008Cash
      Flows from Operating ActivitiesNet
      Loss for the Period
                                        
                                        $
                                        (489,657
                                        )
                                        
                                        $
                                        (449,116
                                        )Non-Cash
      Adjustments:Interest
      on Loans
                                        
                                        
                                        72,262
                                        
                                        
                                        
                                        41,304Common
      Stock Issued in Exchange for Services Rendered
                                        
                                        
                                        80,000
                                        
                                        
                                        
                                        ––Compensation
      Expense – Stock Options
                                        
                                        
                                        2,800
                                        
                                        
                                        
                                        ––Changes
      in Assets and Liabilities:Prepaid
      Expenses
                                        
                                        
                                        (8,000
                                        )
                                        
                                        
                                        ––Accounts
      Payable
                                        
                                        
                                        ––
                                        
                                        
                                        
                                        5,199Accrued
      Expenses
                                        
                                        
                                        (5,301
                                        )
                                        
                                        
                                        13,621Accrued
      Compensation - Directors
                                        
                                        
                                        318,230
                                        
                                        
                                        
                                        126,997Net
      Cash Flows from Operating Activities
                                        
                                        
                                        (29,666
                                        )
                                        
                                        
                                        (261,995
                                        )Cash
      Flows from Investing Activities
                                        
                                        
                                        ––
                                        
                                        
                                        
                                        ––Cash
      Flows from Financing ActivitiesCash
      Proceeds from Issuance of Regulation S Shares
                                        
                                        
                                        ––
                                        
                                        
                                        
                                        153,982Advances
      from (Repayment to)Directors - Net
                                        
                                        
                                        28,920
                                        
                                        
                                        
                                        (73,832
                                        )Net
      Cash Flows from Financing Activities
                                        
                                        
                                        28,920
                                        
                                        
                                        
                                        80,150Net
      Change in Cash and Cash Equivalents
                                        
                                        
                                        (746
                                        )
                                        
                                        
                                        (181,845
                                        )Cash
      and Cash Equivalents - Beginning of Period
                                        
                                        
                                        1,009
                                        
                                        
                                        
                                        197,593Cash
      and Cash Equivalents - End of Period
                                        
                                        $
                                        263
                                        
                                        
                                        $
                                        15,748Supplemental
      DisclosuresInterest
      Paid
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        —Income
      Taxes Paid
                                        
                                        $
                                        —
                                        
                                        
                                        $
                                        —
 
  The
accompanying notes are an integral part of these financial
statements.
 -3-
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
  
 NOTES
      TO CONSOLIDATED FINANCIAL
STATEMENTS
 
 
 Note A-
                  Basis
      of Presentation
 The
      condensed consolidated financial statements of Global Earth Energy, Inc.
      (the “Company”) included herein have been prepared by the Company, without
      audit, pursuant to the rules and regulations of the Securities and
      Exchange Commission (the “SEC”).  Certain information and
      footnote disclosures normally included in financial statements prepared in
      conjunction with generally accepted accounting principles have been
      condensed or omitted pursuant to such rules and regulations, although the
      Company believes that the disclosures are adequate to make the information
      presented not misleading. These condensed consolidated financial
      statements should be read in conjunction with the annual audited financial
      statements and the notes thereto included in the Company’s registration
      statement on Form 10-KSB, and other reports filed with the
      SEC.
 
 The
      accompanying unaudited interim financial statements reflect all
      adjustments of a normal and recurring nature which are, in the opinion of
      management, necessary to present fairly the financial position, results of
      operations and cash flows of the Company for the interim periods
      presented.  The results of operations for these periods are not
      necessarily comparable to, or indicative of, results of any other interim
      period or for the fiscal year taken as a whole.  Certain
      information that is not required for interim financial reporting purposes
      has been omitted.
 
 The
      Company has changed its primary business objective from advisory services
      to the biodiesel production industry.  Consequently, the Company
      changed their name on February 5, 2008 to Global Earth Energy,
      Inc.
 
 Principles
      of Consolidation
 The
      consolidated financial statements include the accounts of Global Earth
      Energy, Inc., and its wholly owned subsidiary, Knightbridge Corp. (the
      “Company”).  All significant intercompany balances have been
      eliminated in consolidation.
 
 Note B-
                  Going
      Concern
 The
      Company’s consolidated financial statements have been presented on the
      basis that it is a going concern, which contemplates the realization of
      assets and the satisfaction of liabilities in the normal course of
      business. The Company has reported recurring losses from
      operations.  As a result, there is an accumulated deficit of
      $6,278,231 at February 28,
2009.
 
 The
      Company’s continued existence is dependent upon its ability to raise
      capital or acquire a marketable company.  The consolidated
      financial statements do not include any adjustments that might be
      necessary should the Company be unable to continue as a going
      concern.
 
 
 -4-
 
 GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
      TO CONSOLIDATED FINANCIAL
STATEMENTS
 
 
 Note C-
                  Recently
      Issued Accounting Standards
 In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standard (“SFAS”) No. 157, "Fair Value
      Measurements”.  SFAS 157 defines fair value, establishes a
      framework for measuring fair value, and expands disclosures about fair
      value measurements.  SFAS 157 is effective as of the beginning
      of the first fiscal year that begins after November 15,
      2007.  As such, the Company is required to adopt these
      provisions at the beginning of the fiscal year ended August,
      2009.  The Company is currently evaluating the impact of SFAS
      157 on its consolidated financial
  statements.
 
 In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115”.  SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value at
specified election dates.  This Statement applies to all entities,
including not-for-profit organizations.  SFAS 159 is effective as of
the beginning of an entity’s first fiscal year that begins after November 15,
2007.  As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended August, 2009.  The Company is
currently evaluating the impact of SFAS 159 on its consolidated financial
statements.
 
 In
      December 2007, the Financial Accounting Standards Board issued Statement
      of Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling
      Interests in Consolidated Financial Statements, an amendment of ARB No.
      51”.  SFAS 160 establishes accounting and reporting standards
      for the noncontrolling interest in a subsidiary and for the
      deconsolidation of a subsidiary.  SFAS 160 is effective for
      fiscal years, and interim periods within those fiscal years, beginning on
      or after December 15, 2008.  As such, the Company is required to
      adopt these provisions at the beginning of the fiscal year ended August,
      2010.  The Company is currently evaluating the impact of SFAS
      160 on its consolidated financial statements but does not expect it to
      have a material effect.
 
 
  -continued-
 -5-
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
      TO CONSOLIDATED FINANCIAL
STATEMENTS
 
 
 Note C-
                  Recently
      Issued Accounting Standards –
continued
 In
      December 2007, the Financial Accounting Standards Board issued Statement
      of Financial Accounting Standard (“SFAS”) No. 141(R), "Business
      Combinations”.  SFAS 141(R) establishes principles and
      requirements for how the acquirer recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed, an
      any noncontrolling interest in the acquiree, recognizes and measures the
      goodwill acquired in the business combination or a gain from a bargain
      purchase, and determines what information to disclose to enable users of
      the financial statements to evaluate the nature and financial effects of
      the business combination.  SFAS 141(R) is effective for fiscal
      years, and interim periods within those fiscal years, beginning on or
      after December 15, 2008.  As such, the Company is required to
      adopt these provisions at the beginning of the fiscal year ended August,
      2010.  The Company is currently evaluating the impact of SFAS
      141(R) on its consolidated financial statements but does not expect it to
      have a material effect.
 
 In
March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement
of Financial Accounting Standard (“SFAS”) No. 161, "Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133”.  SFAS 161 requires enhanced disclosures about an entity’s
derivative and hedging activities.  SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged.  As such, the
Company is required to adopt these provisions at the beginning of the fiscal
year ended August, 2010.  The Company is currently evaluating the
impact of SFAS 161 on its consolidated financial statements but does not expect
it to have a material effect.
 
 In May
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following the SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted
Accounting Principles. The Company is currently evaluating the impact of SFAS
162 on its consolidated financial statements but does not expect it to have a
material effect.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standard (“SFAS”) No. 163, "Accounting for Financial Guarantee
Insurance Contracts—an interpretation of FASB Statement No. 60" (“SFAS
163”).  SFAS 163 interprets Statement 60 and amends existing
accounting pronouncements to clarify their application to the financial
guarantee insurance contracts included within the scope of that
Statement.  SFAS 163 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and all interim periods within
those fiscal years.  As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended August,
2010.  The Company is currently evaluating the impact of SFAS 163 on
its consolidated financial statements but does not expect it to have a material
effect.
 -continued-
 -6-
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 NOTES
      TO CONSOLIDATED FINANCIAL
STATEMENTS
 
   Note D-
                  Share
      Activity
                    Stock
      Options
                    In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued
      SFAS No. 123R, Share-Based Payment
      (“SFAS No. 123R”).  SFAS No. 123R establishes standards for the
      accounting for transactions in which an entity exchanges its equity
      instruments for goods or services.  It also addresses
      transactions in which an entity incurs liabilities in exchange for goods
      or services that are based on the fair value of the entity’s equity
      instruments or that may be settled by the issuance of those equity
      instruments.  SFAS No. 123R focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based
      payment transactions.  SFAS No. 123R requires that the
      compensation cost relating to share-based payment transactions be
      recognized in the financial statements.  That cost will be
      measured based on the fair value of the equity or liability instruments
      issued.
 
 The
      Company’s accounting policy for equity instruments issued to consultants
      and vendors in exchange for goods and services follows the provisions of
      EITF 96-18, “Accounting for Equity Instruments That are Issued to Other
      Than Employees for Acquiring, or in Conjunction with Selling, Goods or
      Services” and EITF 00-18, “Accounting Recognition for Certain Transactions
      Involving Equity Instruments Granted to Other Than
      Employees.”  The measurement date for the fair value of the
      equity instruments issued is determined at the earlier of (i) the
      date at which a commitment for performance by the consultant or vendor is
      reached or (ii) the date at which the consultant or vendor’s
      performance is complete. In the case of equity instruments issued to
      consultants, the fair value of the equity instrument is recognized over
      the term of the consulting agreement.  Stock-based compensation
      related to non-employees is accounted for based on the fair value of the
      related stock or options or the fair value of the services, which ever is
      more readily determinable in accordance with SFAS
    123(R).
 
 On
      October 18, 2008 the Company approved the granting of stock options to its
      CFO of 40,000 Class A Preferred Stock
  Shares.
 
 The
      following table provides the range of assumptions used by the Company, at
      the time stock options were
issued.
 
 For
      the quarter ended November 30, 2008, $2,800 was expensed utilizing the
      Black-Scholes option pricing model.  The following
      weighted-average assumptions were used for the grants
      issued:
 
  Divided
      Yield
                    0.00%
 Expected
      Volatility
                    235.24%
 Discounted
      Rate
                    3.91%
 Option
      Life
                    10
      Years
 
 -continued-
 
 -7-
  GLOBAL
EARTH ENERGY, INC.
 (FORMERLY
KNOWN AS GLOBAL WATAIRE INC.)
 (A
NEVADA CORPORATION)
 Buffalo,
New York
 
 
 NOTES
      TO CONSOLIDATED FINANCIAL
STATEMENTS
 
 
 Share
      Activity – continued
 Common
      Stock
 On September 25, 2008 a stockholder
that is closely related to Betty-Ann and Sydney Harland received 400,000 shares
of regulation 144 common stock.  This stock was to reimburse the
stockholder for 400,000 shares that he gave to the company on August 27, 2008 to
pay the Company’s Consultant.
 
 On
      August 31, 2008 the Company entered into an agreement with Larry Ricci
      (Contractor).  Pursuant to the agreement the Contractor agrees
      to assist the Company in identifying and researching potential
      acquisitions for the Company’s subsidiary Knightbridge
      Corp.  The term of the contract is for one year, expiring on
      August 31, 2009.  In consideration for his services, the
      Contractor received 100,000 common shares on August 31,
      2008.
 
 Note E-
                  Restatement
      of Prior Quarter Financials
 The financial statements included
herein have been restated to correct an error in accounting for services
rendered by a consultant during the the year ended August 31, 2008.  A
contract was entered into by the Company and the consultant during the quarter
ended November 30, 2006.  Services by the consultant were rendered but
not accrued thereby causing accrued interest expense and the following
restatements:
 
 For
August 31, 2008, accrued expenses increased by $30,448 from $153,520 to $183,968
resulting from an increase in accrued consulting expenses of $20,000 and accrued
interest expense of $10,448.  Accumulated deficit increased by $30,448
from $5,758,126 to $5,788,574 as a result of these increased
accruals.
 
 For
the three months ended February 28, 2008,  interest expense increased
by $2,650, thereby increasing net loss for the quarter by $2,650 from $196,897
to $199,547.
 
 For
the three months ended February 29, 2009, interest expense increased by $2,926,
thereby increasing net loss by $2,926 from $242,117 to
$245,043.
 
 For
the six months ended February 28, 2008, consulting expense increased by $20,000
and interest expense increased by $5,007, thereby increasing net loss for the
quarter by $25,007 from $424,109 to $449,116.
 
 For
the six months ended February 29, 2009, interest expense increased by $5,780,
thereby increasing net loss by $5,780 from $483,877 to
$489,657.  Accumulated deficit increased by $5,780 from $6,272,451 to
$6,278,231.  Accrued expenses also increased by $5,780 from $178,666
to $184,446.
 February
29, 2009 and February 28, 2008 were restated for the cumulative effect of the
above items.


-8-








ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.




Much of
the discussion in this Item is "forward looking." Actual operations and results
may materially differ from present plans and projections due to changes in
economic conditions, new business opportunities, changed business conditions,
and other developments. Other factors that could cause results to differ
materially are described in our filings with the Securities and Exchange
Commission.





The
following are factors that could cause actual results or events to differ
materially from those anticipated, and include, but are not limited to general
economic, financial and business conditions, changes in and compliance with
governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from
outside investors and/or bank and mezzanine lenders; and our ability to generate
sufficient revenues to cover operating losses and position us to achieve
positive cash flow.





Readers
are cautioned not to place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof. We believe the
information contained in this Form 10-Q to be accurate as of the date hereof.
Changes may occur after that date. We will not update that information except as
required by law in the normal course of its public disclosure
practices.




For the
three months ended February 28, 2009 and February 29, 2008 the company had no
sales. Net loss for the three months ended February 28, 2009 was
$( 245,043 )compared to the net loss
of $( 199,547 ) for the three months ended February 29,
2008.










-9-




For the
six months ended February 28, 2009 and February 29, 2008 the company had no
sales.  Net loss for the six months ended February 28, 2009 was
$( 489,657 ) compared to the net loss of $( 449,116 ) for the six
months ended February 29, 2008.
 
 Expenses
have increased by $ 45,496 for the second three months of our current
fiscal year from $ 199,547 for the three months ended February 29,
2008 to $ ­­­­245,043 for the three months ended February
28, 2009.  The increase can be attributed to , an increase in
consulting fees of $36,000 from $147,500 to $183,500  and a decrease
in general and administrative expenses of $7,825 from $ 30,963 to $23,138.
An increase in interest expense of $ 17,321 from  $ 21,084
to $ 38,405 is due to the company having no revenues.
 
 Expenses
have increased by $ 40,541 for the six months of our current fiscal year
from $ 449,116 for the six months ended February 29, 2008 to
$ 489,116 for the six months ended February 28, 2009.  The
increase can be attributed to an increase in consulting fees of $ 47,000
from $ 320,000 to $367,000 and a decrease in general and administrative
expenses of $40,217 from $87,812 to $47,595. An increase in interest expense of
$ 30,958 from $ 41,304 to $ 72,262 is due to the company
having no revenues.


Going
Concern




The
Company’s financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has reported
recurring losses from operations.  As a result, there is an
accumulated deficit of $ 6,278,231  at February 28,
2009.




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





Liquidity and Capital
Resources




Our
operations used approximately $29,666 in cash for the six months ended February
28, 2009. Cash required during the six months ended February 28, 2009 came
principally from advances from directors in the amount of $28,920




In
pursuing our marketing and sale of our products under our new business plan, we
estimate our operational expenses during the next 12 months will be
approximately $3,500,000.




As
discussed by our accountants in the audited financial statements included in
this report, our revenues are currently insufficient to cover our costs and
expenses and our lack of sources of revenue raise substantial doubts about our
ability to continue as a going concern.


Pursuant
to this report, we are attempting to raise additional capital. In addition,
certain of our directors and stockholders may continue to provide the Company
with the funds needed to continue our development and operations. To the extent
our revenue shortfall exceeds our capital raising efforts and the willingness
and ability of our directors and stockholders to continue providing the Company
with the funds needed, we anticipate raising any necessary capital from other
outside investors coupled with bank or mezzanine lenders. As of the date of this
report, we have not entered into any negotiations with any third parties to
provide such capital.





We
anticipate that our current financing strategy of equity offerings and private
debt will meet our anticipated objectives and business operations for the next
12 months. Subject to our ability to obtain adequate financing at the applicable
time, we may enter into definitive agreements on one or more of those
opportunities.






-10-




Critical Accounting
Policies




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





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




We
evaluate our long-lived assets for financial impairment on a regular basis in
accordance with Statement of Financial Accounting Standards No. 144, “Accounting
for the Impairment or Disposal of Long-Lived Assets” which evaluates the
recoverability of long-lived assets not held for sale by measuring the carrying
amount of the assets against the estimated discounted future cash flows
associated with them. At the time such evaluations indicate that the future
discounted cash flows of certain long-lived assets are not sufficient to recover
the carrying value of such assets, the assets are adjusted to their fair
values




Recent
Accounting Pronouncements




In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial
Accounting Standard (“SFAS”)  No. 157, "Fair Value
Measurements”.  SFAS 157 defines fair value,
establishes a framework for measuring fair value, and expands disclosures about
fair value measurements.  SFAS
157 is effective as of the beginning of the first fiscal year that begins after
November 15,
2007.  As such, the Company is required to adopt these provisions at
the beginning of the fiscal year ended
August, 2009. The
adoption of SFAS 157 did not have a material effect on the consolidated
financial statements.





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standard (“SFAS”) No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment of
FASB Statement No. 115”. SFAS 159 permits entities to choose to measure many
financial instruments and certain other items at fair value at specified
election dates. This Statement applies to all entities, including not-for-profit
organizations. SFAS 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. As such, the Company is
required to adopt these provisions at the beginning of the fiscal year ended
August, 2009.  The
adoption of SFAS 159 did not have a material effect on the consolidated
financial statements.




In
December 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (“SFAS”) No. 141(R), "Business Combinations”. SFAS
141(R) establishes principles and requirements for how the acquirer recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, an any noncontrolling interest in the acquiree, recognizes
and measures the goodwill acquired in the business combination or a gain from a
bargain purchase, and determines what information to disclose to enable users of
the financial statements to evaluate the nature and financial effects of the
business combination. SFAS 141(R) is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008. As
such, the Company is required to adopt these provisions at the beginning of the
fiscal year ended August, 2010. The Company is currently evaluating the impact
of SFAS 141(R) on its consolidated financial statements but does not expect it
to have a material effect.




-11-





In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements–an amendment of ARB No. 51
”. This statement improves the relevance, comparability, and transparency of the
financial information that a reporting entity provides in its consolidated
financial statements by establishing accounting and reporting standards that
require; the ownership interests in subsidiaries held by parties other than the
parent and the amount of consolidated net income attributable to the parent and
to the noncontrolling interest be clearly identified and presented on the face
of the consolidated statement of income, changes in a parent’s ownership
interest while the parent retains its controlling financial interest in its
subsidiary be accounted for consistently, when a subsidiary is deconsolidated,
any retained noncontrolling equity investment in the former subsidiary be
initially measured at fair value, entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. SFAS No. 160 affects those entities that
have an outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008. Early adoption is prohibited. The adoption of this statement did
not have a material effect on the Company's financial
statements.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This
statement is intended to improve transparency in financial reporting by
requiring enhanced disclosures of an entity’s derivative instruments and hedging
activities and their effects on the entity’s financial position, financial
performance, and cash flows. SFAS 161 applies to all derivative instruments
within the scope of SFAS 133, “Accounting for Derivative Instruments and Hedging
Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject to SFAS 161 must provide
more robust qualitative disclosures and expanded quantitative disclosures. SFAS
161 is effective prospectively for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008, with early application
permitted. The adoption of this statement did not have a material effect on
the Company's financial statements.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency of
Financial Statements (AS/6). The adoption of FASB 162 is not expected to have a
material impact on the Company’s financial position.




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The adoption of FASB 163 is not expected to have a
material impact on the Company’s financial position.




Off-Balance Sheet
Arrangements





We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).






-12-




Item
3.    Quantitative and Qualitative Disclosures about Market
Risks





We
conduct our business in United States dollars. Our market risk is limited to the
United States domestic, economic and regulatory factors.





Item
4T. Controls and Procedures




Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.





Management’s Report on
Internal Controls over Financial Reporting





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the quarter ended
February 28, 2009 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.




The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation
of the controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected.





Management
conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on this evaluation, management concluded that the
company’s internal control over financial reporting was effective as of February
28, 2009.




PART
II - OTHER INFORMATION





Item
1.      Legal Proceedings.




A default
judgment was entered against the Company in a Texas Court in a legal dispute
initiated by the Company’s former attorney over the amount of his legal charges,
the amount and entitlement to which  the Company is currently
disputing.





Item
1A.   Risk Factors.





None




-13-




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




None.




Item
3.      Defaults Upon Senior Securities.




None




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




None.




Item
5.      Other Information.




None




Item
6.      Exhibits and Reports of Form 8-K.




(a)      Exhibits




31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002 of Chief
Executive Officer





31.2 Certifications pursuant to Section 302 of Sarbanes Oxley Act
of 2002 of Chief
Financial Officer




32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 of Chief
Executive Officer




32.2
Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002 of Chief
Financial Officer




(b)     
Reports of Form 8-K




None.





-14-









SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.






Global
      Earth Energy, Inc.Date:
      July      ,  2009
                      By:
                      /s/ Sydney A.
      HarlandSydney
      A. HarlandChief
      Executive Officer/s/ Edmund J.
      GormanEdmund
      J. Gorman
                        Chief
      Financial
Officer







-15-