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 May 31, 2011



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





Commission File No. 0-31343

_____________________________________

GLOBAL EARTH ENERGY, INC.

(Exact name of registrant as specified in its charter)



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



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

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

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

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



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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  At July 20, 2011, the registrant had outstanding 645,813,413 shares of common stock.



.



Table of Contents

Item 1.  Financial Statements.

1

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

20

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

21

Item 4.  Controls and Procedures.

21

Item 4(T).  Controls and Procedures.

231

Item 1.  Legal Proceedings.

23

Item 1a.  Risk Factors.

23

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

23

Item 3.  Defaults Upon Senior Securities.

23

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

23

Item 5.  Other Information.

23

Item 6.  Exhibits.

24





i



PART I  FINANCIAL INFORMATION



Item 1.

Financial Statements.

GLOBAL EARTH ENERGY, INC.

(A DEVELOPMENT STAGE COMPANY)

Wilmington, North Carolina



FINANCIAL REPORTSATMAY 31, 2011




|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|GLOBAL EARTH ENERGY, INC.
(A DEVLOPMENT STAGE COMPANY)
Wilmington, North Carolina


TABLE OF CONTENTS


Consolidated Balance Sheets at May 31, 2011 (Unaudited)
2

Consolidated Statements of Operations for the Three and Nine Months Ended
May 31, 2011 and 2010  and for the Period from the Date the Company Re-entered
the Development Stage (March 1, 2010) Through  May 31, 2011 (Unaudited)
3

Consolidated Statements of Cash Flows for the Nine Months Ended
May 31, 2011 and 2010 and for the Period from the Date the Company  Re-entered
the Development Stage (March 1, 2010) Through May 31, 2011 (Unaudited)
4

Notes to Consolidated Financial Statements
5 -18
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



-1-





|                                                                                                                                                                                          |               |  |               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- |  | --------------
|GLOBAL EARTH ENERGY, INC.                                                                                                                                                                
|(A Development Stage Company)                                                                                                                                                            
|Wilmington, North Carolina                                                                                                                                                               
|                                                                                                                                                                                          |               |  |               
|CONSOLIDATED BALANCE SHEETS                                                                                                                                                              
|                                                                                                                                                                                          |               |  |               
|                                                                                                                                                                                          | (Unaudited)   |  |               
|                                                                                                                                                                                          | May 31,       |  | August 31,    
|                                                                                                                                                                                          | 2011          |  | 2010          
|                                                                                                                                                                                          |               |  |               
|ASSETS                                                                                                                                                                                    |               |  |               
|Current Assets                                                                                                                                                                            |               |  |               
|Cash and Cash Equivalents                                                                                                                                                                 | $      33,926 |  | $           70
|Prepaid Expenses                                                                                                                                                                          |             |  | 52,820        
|                                                                                                                                                                                          |               |  |               
|Total Current Assets                                                                                                                                                                      | 33,926        |  | 52,890        
|                                                                                                                                                                                          |               |  |               
|Other Assets                                                                                                                                                                              |               |  |               
|Investment in Joint Venture                                                                                                                                                               | 444,643       |  |             
|                                                                                                                                                                                          |               |  |               
|Total Assets                                                                                                                                                                              | $  478,569    |  | $    52,890   
|                                                                                                                                                                                          |               |  |               
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                                                                     |               |  |               
|Current Liabilities                                                                                                                                                                       |               |  |               
|Note Payable -to Related Party                                                                                                                                                            | $     195,500 |  | $           
|Convertible Notes Payable, Net                                                                                                                                                            | 20,010        |  |             
|Accrued Expenses                                                                                                                                                                          | 265,392       |  | 480,336       
|Due to Joint Venture                                                                                                                                                                      | 101,250       |  |             
|Derivative Liabilities                                                                                                                                                                    | 301,566       |  |             
|Accrued Interest ($354,858 owed to related parties)                                                                                                                                       | 356,637       |  | 339,449       
|Accrued Compensation - Directors                                                                                                                                                          | 2,705,886     |  | 2,249,811     
|Due to Directors                                                                                                                                                                          | 6,600         |  | 13,950        
|                                                                                                                                                                                          |               |  |               
|Total Liabilities                                                                                                                                                                         | 3,952,841     |  | 3,083,546     
|                                                                                                                                                                                          |               |  |               
|Stockholders' Deficit                                                                                                                                                                     |               |  |               
|Common Stock :  $.001 Par; 800,000,000 Shares Authorized;                                                                                                                                 |               |  |               
|548,971,465 and 121,624,800 Issued and
548,941,465 and 121,594,800 Outstanding                                                                                                            | 548,972       |  | 121,625       
|                                                                                                                                                                                          |               |  |               
|Stock Held in Escrow:  123,121,773 and -0- Held in Escrow,
respectively                                                                                                                   | (963,297)     |  |             
|                                                                                                                                                                                          |               |  |               
|Common Stock, Class B:  $.001 Par; 50,000 Shares                                                                                                                                          |               |  |               
|Authorized; -0- Issued and Outstanding                                                                                                                                                    |             |  |              
|                                                                                                                                                                                          |               |  |               
|Preferred Stock, Class A:  $.001 Par; 10,000 and 1,000,000 Shares                              Authorized; -0-and 30,000 Issued and Outstanding,                             respectively |             |  | 30            
|                                                                                                                                                                                          |               |  |               
|Preferred Stock, Class B:  $.001 Par; 5,000,000 Shares Authorized;                                                                                                                        |               |  |               
|3,000,000 and 1,000,000 Issued and Outstanding,
respectively                                                                                                                              | 3,000         |  | 1,000         
|Preferred Stock, Class C:  $.001 Par; 15,000,000 Shares                                                                                                                                   |               |  |               
|Authorized;  -0-  Issued and Outstanding                                                                                                                                                  |             |  |              
|Preferred Stock, Class D:  $.001 Par;  13,000,000 Shares                                                                                                                                  |               |  |               
|Authorized;  -0- Issued and Outstanding                                                                                                                                                   |             |  |              
|                                                                                                                                                                                          |               |  |               
|                                                                                                                                                                                          |               |  |               
|Additional Paid-In-Capital                                                                                                                                                                | 12,327,270    |  | 9,873,436     
|Accumulated Deficit                                                                                                                                                                       | (15,387,217)  |  | (13,023,747)  
|Treasury Stock  30,000 Shares at Cost                                                                                                                                                    | (3,000)       |  | (3,000)       
|                                                                                                                                                                                          |               |  |               
|Total Stockholders' Deficit                                                                                                                                                               | (3,474,272)   |  | (3,030,656)   
|                                                                                                                                                                                          |               |  |               
|Total Liabilities and Stockholders' Deficit                                                                                                                                               | $  478,569    |  | $     52,890  



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



- 2 -







GLOBAL EARTH ENERGY, INC.(A Development Stage Company)

Wilmington, North Carolina

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

|                                                                                   |                    |  |                   |                                           |                 |  |                |                |  |  |  |  | 
|---------------------------------------------------------------------------------- | ------------------ |  | ----------------- | ----------------------------------------- | --------------- |  | -------------- | -------------- |  |  |  |  | 
|                                                                                   |                    |  |                   | Period From                              
|                                                                                   |                    |  |                   | Date of re-entering the Development Stage
|                                                                                   | Three Months Ended |  | Nine Months Ended | March 1, 2010                            
|                                                                                   | May 31,            |  | May 31,           |                                           | May 31,         |  | May 31,        | Through       
|                                                                                   | 2011               |  | 2010              |                                           | 2011            |  | 2010           | May 31, 2011  
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Revenues, Net                                                                      | $                |  | $               |                                           | $             |  | $ 20,000       | $           
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Cost of Goods Sold                                                                 |                   |  |                  |                                           |                |  |               |              
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Gross Profit                                                                       |                   |  |                  |                                           |                |  | 20,000         |              
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Expenses                                                                           |                    |  |                   |                                           |                 |  |                |               
|Bad Debt                                                                           |                  |  |                 |                                           |               |  |              | 61,750        
|Compensation Expense  Stock Awards                                                |                  |  | 455,755           |                                           |               |  | 455,755        | 3,990,410     
|Consulting Fees                                                                    | 950,700            |  | 213,472           |                                           | 1,461,855       |  | 658,037        | 1,884,597     
|General and Administrative                                                         | 160,882            |  | 29,766            |                                           | 412,854         |  | 129,693        | 597,916       
|Impairment Loss                                                                    |                  |  |                 |                                           |               |  |              | 828,496       
|Interest Expense                                                                   | 116,508            |  | 51,718            |                                           | 256,980         |  | 145,343        | 356,172       
|Loss on Conversion                                                                 |                  |  |                  |                                           | 180,000         |  |               | 180,000       
|(Gain) Loss on Derivative                                                          | (110,908)          |  |                  |                                           | 51,781          |  |               | 51,781        
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Total Expenses                                                                     | 1,117,182          |  | 750,711           |                                           | 2,363,470       |  | 1,388,828      | 7,951,122     
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Loss from Operations Before                                                        |                    |  |                   |                                           |                 |  |                |               
|Provision for Taxes                                                                | (1,117,182)        |  | (750,711)         |                                           | (2,363,470)     |  | (1,368,828)    | (7,951,122)   
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Provision for Taxes                                                                |                   |  |                  |                                           |                |  |               |              
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Loss from Continuing Operations                                                    | (1,117,182)        |  | (750,711)         |                                           | (2,363,470)     |  | (1,368,828)    | (7,951,122)   
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Discontinued Operations                                                            |                    |  |                   |                                           |                 |  |                |               
|Income (Loss) from Discontinued Operations                                         |                   |  | 4,314             |                                           |                |  | 4,314          | (16,504)      
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Net Loss for the Period                                                            | $ (1,117,182)      |  | $  (746,397)      |                                           | $  (2,363,470)  |  | $  (1,364,514) | $  (7,967,626)
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Weighted Average Number of                                                         |                    |  |                   |                                           |                 |  |                |               
|Common Shares Outstanding -                                                        |                    |  |                   |                                           |                 |  |                |               
|Basic and Diluted                                                                  | 453,735,569        |  | 50,065,984        |                                           | 324,728,972     |  | 29,818,319     |               
|Loss Per Common Share  Basic and Diluted                                          |                    |  |                   |                                           |                 |  |                |               
|from Continuing Operations                                                         | $       (0.00)     |  | $       (0.02)    |                                           | $       (0.01)  |  | $      (0.05)  |               
|                                                                                   |                    |  |                   |                                           |                 |  |                |                |  |  |  |  | 
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Income Per Common Share  Basic and           Diluted from Discontinued Operations | $                |  | $       (0.00)    |                                           | $             |  | $       (0.00) |               
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|Net Loss Per Common Share  Basic and           Diluted                            | $       (0.00)     |  | $       (0.02)    |                                           | $       (0.01)  |  | $      (0.05)  |               
|                                                                                   |                    |  |                   |                                           |                 |  |                |               
|                                                                                   |                    |  |                   |                                           |                 |  |                |               



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



- 3-





GLOBAL EARTH ENERGY, INC.(A Development Stage Company)

Wilmington, North Carolina

CONSOLIDATED STATEMENTS OF CASH FLOWS

Period FromDate of re-entering the Development StageMarch 1, 2010(Unaudited)ThroughFor the Nine Months Ended May 31,20112010May 31, 2011Cash Flows from Operating ActivitiesNet Loss for the Period$  (2,363,470)$  (1,364,514)$  (7,967,626)Non-Cash Adjustments:Bad Debt61,750Depreciation3,2353,235Imputed Interest on Note Payable5,0155,015Preferred Stock Issued in Exchange for Services Rendered600,000600,000Common Stock Issued in Exchange for Services Rendered421,820163,000450,620Common Stock Issued for Prepaid Consulting(199,175)Compensation Expense  Stock Awards455,7553,990,410Legal Expense  Stock Options27,000Impairment Loss828,496Amortization of Debt Discount85,01085,010Loss on Conversion180,000180,000Loss on Derivative51,78151,781Changes in Assets and Liabilities:Accounts Receivable(6,612)(6,612)Employee Advances(928)(928)Prepaid Expenses52,820127,800110,875Accounts Payable163163Accrued Expenses242,905150,180378,524Accrued Interest145,343145,343Accrued Compensation - Directors456,075472,246774,325Net Cash Flows from Operating Activities(268,044)(26,507)(309,619)Cash Flows from Investing ActivitiesCash Proceeds from Sale of Property and Equipment1,1861,186Cash Paid to Joint Venture(18,750)(18,750)Net Cash Flows from Investing Activities(18,750)1,186(17,564)Cash Flows from Financing ActivitiesBank Overdraft(9,965)(9,965)Line of Credit(19,936)(19,936)Cash Proceeds from Sale of Stock57,65872,658Cash Proceeds from Issuance of Debt132,500132,500Cash Proceeds from Debt-Related Party
      195,500
      
      
      195,500Repayment of Debt - Net(4,259)(4,259)Advances from (Repayment to) Directors - Net(7,350)(19,526)(13,131)Net Cash Flows from Financing Activities320,6503,972353,367Effect of Exchange Rate Changes on Cash and Cash Equivalents7,4527,452Net Change in Cash and Cash Equivalents33,856(13,897)33,636Cash and Cash Equivalents - Beginning of Period7013,897290Cash and Cash Equivalents - End of Period$       33,926$        $       33,926Supplemental DisclosuresInterest Paid$     112,472$              $     112,472Income Taxes Paid$             $              $              SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVIES:Common Stock Issued in Payment of Debt$             $              $     350,435Investment in Joint Venture & Due to Joint Venture$     120,000$              $     120,000Common Stock Issued for Investment in Joint Venture$     324,643$              $     324,643Common Stock Issued for Assets and Liabilities Assumed in Merger$             $              $     845,000Common Stock Issued to Relieve Accrued Expenses$     123,000$              $     123,000Stock Payable Reclassed to Derivative Due to Tainted Equity$     213,000$              $     213,000Discounts on Debt due to Derivative Liablilty$     132,500$              $     132,500Common Stock Issued to Escrow$  1,245,117$              $  1,245,117Conversion of Preferred Stock$        6,000$              $         6,000Derivative Liability Settled for Common Stock Issued$     275,715$              $     275,715Common Stock Issued from Escrow for Conversion ofConvertible Note Payable$     281,820$              $     281,820




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



- 4 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE A  Basis of Presentation



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



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



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



Principles of Consolidation



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



Note B  -  Summary of Significant Accounting Policies



The Company is providing below an update to their significant accounting policies.  All other significant accounting policies can be viewed on the Companys annual report filed with the Securities and Exchange Commission.



Joint Venture



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



Note C -  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 $15,387,217 at May 31, 2011.



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



- 5 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note D -Recently Issued Accounting Standards



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

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

Note E -  Share Activity



Stock Awards

In December 2004, the Financial Accounting Standards Board (FASB) issued ASC 718 (prior authoritative literature, SFAS No. 123R, Share-Based Payment).  ASC 718 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.  ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  ASC 718 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.



- 6 -





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



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



- continued -





- 7 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -  Share Activity - continued



Stock Awards



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



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



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



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



On August 2, 2010, the Companys attorney was granted as compensation for services warrants to buy 2,000,000 shares of the Companys common stock at $0.035.  On April 1, 2011 these shares were exercised.



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



For the nine months ended May 31, 2011 and 2010, $-0- and $482,755 was expensed utilizing the Black-Scholes option pricing model, respectively.  The following weighted-average assumptions were used for the grants issued:



Common Stock20112010Dividend Yield0.00%Expected Volatility308.35%Discount Rate2.061%Option Life5 Years




- continued -



- 8 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -  Share Activity  continued

Stock Awards

Common Stock
    May 31,Shares Under
    OptionWeighted
    Average
    Exercise
    PriceExercisable2010Balance - September 1, 2009­­­­­­­­Options Granted9,000,000$0.027 - $0.0769,000,000Options Exercised­­­­­­­­­­­­Options Forfeited­­­­­­­­­­­­Balance  August 31, 20109,000,0009,000,0002011Balance - September 1, 20109,000,000$0.027 - $0.0769,000,000Options Granted­­­­­­­­Options Exercised­­­­­­­­­­­­Options Forfeited­­­­­­­­­­­­Balance  May 31, 20119,000,0009,000,000




Stock Awards

Stock Options  Preferred Stock
    May 31, 2011,Shares Under
    OptionWeighted
    Average
    Exercise
    PriceExercisable2011Balance - September 1, 2011365,000$8.60 - $15.20365,000Options Granted­­­­­­­­­­­­Options Exercised­­­­­­­­­­­­Options Forfeited­­­­­­­­­­­­Balance  May 31, 2011365,000365,000






-continued 





- 9 -





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -   Share Activity  continued

Common Stock



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





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





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



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



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



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



On September 15, 2010 Norman Reynolds received 2,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Companys attorney.  These shares were valued at $40,860 based on the closing price on the date of the grant.



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



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



- continued -



- 10 -





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -   Share Activity  continued



Common Stock



On October 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 received 3,000,000 common shares on September 27, 2010.  These shares were valued at $15,000 per the agreement.



On October 5, 2010, 25,390,685 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc.



On October 12, 2010 Robert Levitt received 9,000,000 shares common stock in partial satisfaction of $180,000 owed to him for prior consulting services. The Company agreed to issue 180,000,000 shares related to the $180,000 owed. A loss of $180,000 related to the shares issuable to Levitt was recorded due to the value of the shares issuable exceeding the value of the payable being extinguished on the agreement date. The value of the shares agreed to be issued on the agreement date was $0.002 resulting in the aforementioned loss.



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



On November 9, 2010 Norman Reynolds received 6,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Companys attorney. These shares were valued on the date of grant at $16,200.



On November 23, 2010, 72,142,973 shares of common stock were issued to five shareholders to acquire 40% of the joint venture as determined pursuant to the joint venture agreement signed November 22, 2010  see Note G.  Strategic Alliance, George Sinnis, Glenn Sturm, Atlantic Station and Raymond F. Barbush III received 62,642,973; 2,000,000; 500,000; 2,000,000 and 5,000,000 shares respectively. These shares were valued on the contracted dates using the closing price of the stock. The total value was recorded as an investment in the joint venture for $324,643. The remaining value of the investment of $120,000 was due to a payable owed to Strategic Alliance. $18,750 of this payable was paid during the nine months ended May 31, 2011.



On December 3, 2010 Robert Levitt received 10,000,000 shares common stock in partial satisfaction of $180,000 owed to him for prior consulting services. The shares issued were valued at the aforementioned agreement date.



On December 9, 2010, 77,200,206 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares and the shares issued to escrow on October 5, 2010 were valued according to their value on their respective dates of grant at $1,025,909.



On January 5, 2011 Norman Reynolds received 6,000,000 shares common stock in lieu of payment by the Company for legal services he provided as the Companys attorney.  These shares were valued at $30,000 based on the closing price on the date of the grant.



On January 5, 2011 Spiros Sinnis received 3,600,000 shares of common stock for his consultant work pertaining to the Joint Venture agreement between the Company and Reflora do Brasil.  These shares were valued at $15,120 based on the closing price on the date of the grant.



On January 11, and January 12, 2011 Robert Levitt received 12,000,000 and 10,000,000 shares common stock, respectively in partial satisfaction of $180,000 owed to him for prior consulting services.



- continued -



- 11 -





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note E -   Share Activity  continued

Common Stock



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



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



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 received 6,000,000 common shares on January 31, 2011. These shares were valued at $19,200 based on the closing price on the date of the grant.



On February 10, 2011 Robert Levitt received 15,000,000 shares common stock in partial satisfaction of $180,000 owed to him for prior consulting services.



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



For the three months ended May 31, 2011 49,300,000 shares of common stock were issued in payment of services at a value of $263,800. These shares were valued based on the closing price of the shares on the date of grant.



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 preferred shares also carry a liquidation preference over common shares. These shares were valued at $600,000 and were expensed upon grant. The shares were value 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 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 issuance was found to be approximately $5,969,380 based on this calculation.



- 12 -





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note F  Related Party Transactions



Certain disbursements of the Company have been paid by three directors of the Company therefore; a Due to Directors account has been established.  The balance at May 31, 2011 and August 31, 2010 was $6,600 and $13,950, respectively.



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



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



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



On October 25, 2006, the Company entered into a consulting agreement with Robert Levitt for a one year term with annual compensation of $120,000 to be paid in cash or common stock.  The agreement accrued interest at 10% per annum.  On July 13, 2009 the Board of Directors voted to issue 60,000 shares of Preferred Stock Class A in complete satisfaction of amounts owed to Robert Levitt.  On August 10, 2009, Mr. Levitt converted 30,000 of his Preferred Stock A to 6,000,000 Common Stock and effectively became a majority stockholder.



he Company also had a note payable to Mr. Levitt of $195,500 and $-0-as of May
31, 2010 and August 31, 2010, respectively. The note is due on demand and non-
interest bearing. Imputed interest was recorded for this note payable during the
nine months ended May 31, 2011 for $5,015. The interest rate applied in imputing
interest was equal to the Company's observed borrowing rate of 8%.



Interest expense charged to operations was $256,980 and $145,343, for the nine months ended May 31, 2011 and 2010 respectively.



- 13 -



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note G  Joint Ventures



Reflora do Brasil



On November 22, 2010, the Company and Reflora do Brasil, a Brazilian company (RDB) executed a Joint Venture Agreement with respect to sale by RDB of carbon credits relating to certain property located in Brazil.  Proceeds from the sale of the Credits brokered by the Company for RDB shall be split as follows: sixty percent (60%) of the proceeds shall be distributed to the owners of the Para 
Property, who are represented by RDB, and forty percent (40%) to the Company. The joint venture currently has no assets or liabilities. In addition to receiving 40% of the profits and losses of the joint venture, the Company owns 40% of the joint ventures assets and liabilities which currently are nil.   Pursuant to the agreement, the Company issued 9,500,000 shares of common stock valued at $0.0045 per share on November 22, 2010 in addition to those shares listed below.



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

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





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





The total value of the joint venture is $444,643 which is composed of $324,643 in common stock issued and $120,000 in cash to be paid.



Note H  Convertible Debentures



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



Outstanding Balance of Convertible DebentureUnamortized
    DiscountDecember 6, 2010 - Debenture$    40,000$  22,865April 27, 2011  Debenture27,50024,625Total Convertible Debentures$  67,500$    47,490




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



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



- continued -



- 14 -



GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note H  Convertible Debentures  continued



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



On 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.  Related to this agreement, the Company was required to issue 48,712,801 into escrow for a potential conversion of the note. These shares were added to the value for shares held in escrow according to the value of the shares on the date of the agreement with offsetting credits to common stock and additional paid in capital. The value of the shares recorded based on the agreement date was $170,495.



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



In accordance with the option allowed in ASC 815, the Company has elected to value the derivatives separately at the fair value on the issuance date using the Black-Scholes valuation model and bifurcate the instruments.  The result of the December valuation was a derivative liability in the amount of $94,147 and an offsetting loss on derivative of $34,052 and discount on debt of $67,500.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of .75 years; (2) a computed volatility rate ranging from 311.00% to 328.59% (3) a discount rate ranging from 0.22% to 0.25% and (4) zero dividends.  The discount is equal to the value of the note issued as it can only be discounted up to the value of the note and is being amortized over the life of the note using the effective interest method.  For the nine months ended May 31, 2011, $85,010 was amortized and is included in interest expense.  The loss on derivative is equal to the difference between the discount on debt and the derivative liability.  The instrument was revalued at settlement and period end, and the resulting change of $95,117 was included in the statement of operations as a gain on the derivative liability.



During the quarter ended May 31, 2011 the Asher note issued on October 5, 2010 for $65,000 was converted for 28,181,919 shares of common stock previously held in escrow. 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 $53,916 was reclassed to additional paid in capital with the derivative settlement.  The gain from marking the derivative liability to market on the settlement date was recognized on the income statement at $83,954..



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 derivative treatment.  The Company valued these warrants using the Black-Scholes valuation model.  The result of the valuation is a derivative liability in the amount of $4,899.  We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 5 years; (2) a computed volatility rate of 301.93% (3) a discount rate of 2.3% and (4) zero dividends.  The valuation of these warrants was run through the same way as the liability associated with the debt.  There were no other instruments found to be tainted by the derivative treatment.



-continued -



- 15 -





GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note H  Convertible Debentures  continued



During the quarter ended May 31, 2011, one of the Companys warrant holders exercised 2,000,000 warrants for relief of accrued legal costs owed to him valued at $11,000.  Due to this instrument being a part of the derivative liability due to the tainted equity environment this portion of the derivative was marked to market on the exercise date resulting in a gain of $18,184.  The derivative value on this date of $11,799 was reclassed to additional paid in capital with the settlement.



During the quarter ended May 31, 2011 $210,000 was reclassed from derivative liability to additional paid in capital with the settlement of the derivative liability related to stock payable to vendors for past services rendered.  A total of 51,000,000 shares were issued to extinguish the stock payable and related derivative liability.



Derivative Liability(Gain) Loss on
    Derivative Nine Months EndedSettled
    to
    Additional
    Paid
    In
    CapitalMay 31, 2011May 31, 2011May 31, 2011Asher  Debentures$ 113,667$  (35,083)$    53,916Tainted Equity183,000210,000Warrants Outstanding4,899(16,698)11,799Total$   301,566$ (51,781)$  275,715




Note I  Commitments and Contingencies



On October 5, 2010 the Company and AGS Capital Group, LLC (AGS) executed an investment agreement whereby AGS would purchase from time to time up to $10,000,000 of the Companys fully registered, freely tradable common stock over the course of 24 months. On October 11, 2010 AGS Capital Group LLC received 10,000,000 shares common stock as a prepayment for services expected to be rendered pursuant to the agreement. On January 7, 2011, prior to AGS rending any service to the company or purchasing any shares of common stock, the Company gave notice of the termination of this agreement effective January 31, 2011. The common stock issued to AGS Capital Group will be cancelled and returned to the Company.



On October 12, 2010 the Company terminated its investment agreement with Duchess Opportunity Fund, II, LP.



On November 8, 2010 the Company signed an agreement with Robert Levitt to settle the amount due him in the amount of $180,000.  The Company agreed to pay Mr. Levitt 180,000,000 common shares which at the date of the agreement were valued at $0.002 per share, or $360,000, resulting in a loss on conversion of $180,000.



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



- continued -



- 16 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note I Commitments and Contingencies - continued



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

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



- 17 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note J  Discontinued Operations



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



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



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



Due to the difficulties encountered in completing the audit of 688239 B.C., filed on Form 8-Ka, item 9.01, on August 16, 2010 and continued difficulties experienced during the preparation of the subsidiarys accounting records included in the Companys annual report on Form 10-K for fiscal year 2010, the parties to the Plan of Merger desired to rescind the Plan of Merger (the Rescission). On December 2, 2010 the parties to the Plan of Merger executed the Rescission. As a result, Global Earth has agreed to transfer to Melvin Dick all of Global Earths interest in the 5,000 shares of the Class A Common Stock of 688239 B.C. which Melvin Dick previously agreed to deliver to Global Earth. Melvin Dick shall be permitted to retain the 65,000,000 shares of the Global Earth Common Stock which he received in connection with the Plan of Merger as a complete compromise of matters involving disputed issues of law and fact.



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



- continued -



- 18 -







GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note J  Discontinued Operations - continued



Subsequent to acquiring the temporary subsidiary 688239 B.C. Ltd., the Company rescinded the agreement. As a result the Company recognized an impairment loss during the three months ended August 31, 2010 for the net assets of the Company of $828,496. The net operating results of 688239 B.C. Ltd. have been presented as discontinued operations in the Company's statement of operations for the year ended August 31, 2010 as a result of this rescission. The following table provides the details of those discontinued operations:



|                                                  |  |  |                                                    |  |  | 
|------------------------------------------------- |  |  | -------------------------------------------------- |  |  | 
|Discontinued Operations of Subsidiary 688239 B.C. |  | 
|                                                  |  |  | For the Period May 10, 2010
  Through May 31, 2010
|                                                  |  |  |                                                    | 
|Revenue                                           |  |  | $               58,492                             | 
|Cost of Goods Sold                                |  |  | 30,031                                             | 
|Gross Profit                                      |  |  | 28,461                                             | 
|                                                  |  |  |                                                    | 
|G&A Expense                                       |  |  | 14,853                                             | 
|Interest Expense                                  |  |  | 1,842                                              | 
|Operating Profit                                  |  |  | 11,766                                             | 
|Foreign Currency Translation                      |  |  | 7,452                                              | 
|                                                  |  |  |                                                    | 
|Net Loss                                          |  |  | $               4,314                              | 



Note K  Subsequent Events



On June 16, 2011 Asher Enterprises elected to convert $13,000 of their initial note payable into 5,652,174 common shares of the Company.  Ashers remaining note payable at June 16, 2011 is therefore $27,000.

On June 16, 2011, the Company acquired a 25% equity ownership in Global Earth Natural Resources Inc., a New Brunswick corporation.

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



- 19 -

Item 2.

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

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

Results of Operations

Three Months Ended May 31, 2011 Compared With Three Months Ended May 31, 2010.

Net Revenue for each of the three months ended May 31, 2011 and 2010 was $-0-.  Net loss for the three months ended May 31, 2011 was $1,117,182 compared to net loss of $746,397 for the three months ended May 31, 2010.

Expenses have increased by $366,471 for the first three months of our current fiscal year from $750,711 for the three months ended May 31, 2010 to $1,117,182 for the three months ended May 31, 2011.  The increase can be attributed to a decrease in compensation expense  stock awards of  $455,755 from $455,755 to $-0-, an increase in consulting fees of $737,228 from $213,472 to $950,700 and an increase in general and administrative expenses of $131,116 from $29,766 to $160,882.  An increase in interest expense of $64,790 from $51,718 to $116,508 is due to the registrant having insufficient revenues and the amortization of debt discount. The Company also had an increase in gain on derivative of $110,908 from $-0- to $110,908.

Nine months Ended May 31, 2011 Compared With Nine months Ended May 31, 2010.

Net Revenue for the nine months ended May 31, 2011 and 2010 was $-0- and $20,000, respectively.  Net loss for the nine months ended May 31, 2011 was $2,363,470 compared to net loss of $1,364,514 for the nine months ended May 31, 2010.

Expenses have increased by $974,642 for the nine months of our current fiscal year from $1,388,828 for the nine months ended May 31, 2010 to $2,363,470 for the nine months ended May 31, 2011.  The increase can be attributed to a decrease in compensation expense  stock awards of $455,755 from $455,755 to $-0-, an increase in consulting fees of $803,818 from $658,037 to $1,461,855 and an increase in general and administrative expenses of $283,161 from $129,693 to $412,854.  An increase in interest expense of $111,637 from $145,343 to $256,980 is due to the registrant having insufficient revenues and the amortization of debt discount. The Company also had an increase in loss on conversion of $180,000 from $-0- to $180,000 and an increase in loss on derivative of $51,781 from $-0- to $51,781.

Liquidity and Capital Resources

Our operations used approximately $268,044 in cash for the nine months ended May 31, 2011.  Cash required during the nine months ended May 31, 2011 came principally from cash proceeds from debt of $328,000 for the nine months ended May 31, 2011.

Special Note Regarding Forward-Looking Statements

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



20



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

·

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

·

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

·

Our ability to fund our financing needs;

·

Competitive factors;

·

General economic conditions; and

·

Changes in our business plan and corporate strategies.

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

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4.

Controls and Procedures.

See Item 4(T) below.

Item 4(T).

Controls and Procedures.

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

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:



21



·

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

·

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

·

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

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

Evaluation of Disclosure and Controls and Procedures.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  The evaluation was undertaken in consultation with our accounting personnel.  Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are currently ineffective.  Each of the factors identified in the 10K/A filed with the Securities and Exchange Commission on January 18, 2011 have remained unresolved and have been considered to be material weaknesses in our controls.

Changes in Internal Controls over Financial Reporting.  There were no changes in the internal controls over our financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  The matters that management identified in the 10K/A filed with the Securities and Exchange Commission on January 18, 2011 continue to be unresolved and still are considered material weaknesses in our internal control over financial reporting.

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



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PART II  OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

Not applicable.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None that have not already been reported.

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5.

Other Information.

Not applicable.



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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.                                                                                                    
|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.                                                                                                                                                



24





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



25





|        |                                                                                                                                                                                                                                                                                                                                                                                                               
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.33** | Amended Charter of the Governance and Nominating Committee of Global Earth Energy, Inc., filed as Exhibit 10.32 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                                                                                       
|10.34** | Amended Charter of the Finance Committee of Global Earth Energy, Inc., filed as Exhibit 10.33 to the registrants Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.                                                                                                                                                                                         
|16.0**  | Letter From Predecessor Independent Registered Public Accounting Firm, dated March 4, 2011, filed as Exhibit 16.0 to the registrants Current Report on Form 8-K/A on March 10, 2011, Commission File Number 000-31343.                                                                                                                                                                                       
|31.1*   | Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                         
|31.2*   | Certification of Edmund J. Gorman, Chief Financial Officer and Principal Accounting Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         
|32.1*   | Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                         
|32.2*   | Certification of Edmund J. Gorman, Chief Financial Officer and Principal Accounting Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                         
|99.1**  | Press release issued on February 10, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and GFC 2005, dated February 9, 2011, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on February 10, 2011, Commission File Number 000-31343.                                                                                                                   
|99.2**  | Press release issued on February 22, 2011, with respect to the Memorandum of Understanding dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.                                                                                          
|99.3**  | Press release issued on February 23, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and Innovated Concepts of Ethanol Corp., dated February 22, 2011, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on February 23, 2011, Commission File Number 000-31343.                                                                                       
|99.4**  | Press release issued on February 24, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and Biosynergies Lubbock, LLC., dated February 24, 2011, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on February 25, 2011, Commission File Number 000-31343.                                                                                                
|99.5**  | Press release issued on March 21, 2011, with respect to the Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 99.1 to the registrants Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
|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.

SIGNATURES



26



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

GLOBAL EARTH ENERGY, INC.

Date: July 20, 2011.

By/s/ Sydney A. Harland

Sydney A. Harland, Chief Executive Officer





By/s/ Edmund J. Gorman

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



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

|                      |  |                                                                     |  |              
|--------------------- |  | ------------------------------------------------------------------- |  | -------------
|Signature             |  | Title                                                               |  | Date         
|/s/ Sydney A. Harland |  | Chief Executive Officer and Director                                |  | July 20, 2011
|/s/ Edmund J. Gorman  |  | Chief Financial Officer, Principal Accounting Officer, and Director |  | July 20, 2011





27