SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)

~~ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)~~ OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, ~~2012.~~2013

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)

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

For the transition period from _____________ to _________________.

Commission File No. 000-31343

GLOBAL EARTH ENERGY, INC.
(Exact name of issuer as specified in its charter) (Exact name of registrant as specified in its charter)
Nevada	36-4567500
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1213 Culbreth Drive Wilmington, North Carolina	28405
1213 Culberth Drive Wilmington, North Carolina	28405
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (910) 270-7749
Securities registered under Section 12(b) of the Exchange Act:		None
Securities registered under Section 12(g) of the Exchange Act:		Common stock, par value $0.001 per share
		(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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:



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]~~

~~The~~Yes ~~aggregate~~[ ~~market~~] ~~value~~No of the registrant’s common stock held by non-affiliates of the registrant on August 31, 2012 (based on the closing sale price of $0.01 per share of the registrant’s common stock, as reported on the OTCQB on that date) was approximately $626,237. Common stock held by each officer and director and by each person known to the registrant to own 5% or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.[X]

~~Indicate~~The aggregate market value of the ~~number~~registrant’s common stock held by non-affiliates of ~~shares~~the ~~outstanding~~registrant on August 31, 2013 (based on the closing sale price of ~~each~~$0.0002 per share of the registrant’s ~~classes of~~ common stock, as ofreported on the ~~latest~~OTCQB ~~practicable~~on that date) was approximately $347,035. AsCommon ofstock ~~November~~held ~~30,~~by ~~2012,~~each weofficer ~~had~~and ~~issued~~director ~~340,409,338~~and ~~shares~~by each person known to the registrant to own 5% or more of ~~our~~the outstanding common stock, ~~par~~has ~~value~~been ~~$0.001~~excluded ~~per~~in ~~share,~~that ~~with~~those ~~173,857,827~~persons ~~shares~~may ~~outstanding,~~be deemed to be affiliates. This determination of ~~which~~affiliate ~~16,198,617~~status ~~shares~~is ~~were~~not ~~unrestricted~~necessarily ~~and~~a ~~157,659,210~~conclusive ~~shares~~determination ~~were~~for ~~restricted~~other purposes.

-Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of December 12, 2013, we had issued 1-,832,784,754 shares of our common stock, par value $0.001 per share, of which 1,513,676,796 shares were unrestricted and 319,107,958 shares were restricted.

~~Table of Contents~~2

~~Item~~TABLE 1.OF CONTENTS

Business.


PART I		Page
Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	(Removed and Reserved)	11
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedures	15
Item 9A(T).	Controls and Procedures	15
Item 9B.	Other Information	16
Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13.	Certain Relationships and Related Transactions and Director Independence	24
Item 14.	Principal Accounting Fees and Services	24
Item 15.	Exhibits, Financial Statement Schedules	25

Item 1A.

Risk Factors.

Item 1B.

Unresolved Staff Comments.

Item 2.

Properties.

Item 3.

Legal Proceedings.

Item 4.

(Removed and Reserved).

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Item 6.

Selected Financial Data.

Item 7.

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

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Item 8.

Financial Statements and Supplementary Data.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A.

Controls and Procedures.

Item 9A(T).

Controls and Procedures.

Item 9B.

Other Information.

Item 10.

Directors, Executive Officers and Corporate Governance.

Item 11.

Executive Compensation.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13.

Certain Relationships and Related Transactions and Director Independence.

Item 14.

Principal Accounting Fees and Services.

Item 15.

Exhibits, Financial Statement Schedules.

-2-

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In light of the risks and uncertainties inherent in all projected operational matters, the inclusion of forward-looking statements in this Form 10-K should not be regarded as a representation by us or any other person that any of our objectives or plans will be achieved or that any of our operating expectations will be realized. Our revenues and results of operations are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K as a result of certain risks and uncertainties including, but not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel. These factors should not be considered exhaustive; we undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

~~Item~~ITEM 1.

~~Business~~BUSINESS.

Company Overview

We were initially formed under the name International Development Corp. (“IDC”) ~~was formed~~ on October 22, 2004, as a Nevada corporation. On December 9, 2004, IDC merged with Ozolutions Inc., a Delaware Corporation, which was formed on January 10, 1996, as Unipak Process, Inc., with IDC as the surviving corporation. On April 13, 2006, IDC changed its name to Global Wataire Inc. On February 5, 2008, we changed our name to Global Earth Energy, Inc.

Previous Businesses

Over the years, and prior to our entry into the oil and gas business described below, we have been engaged in various businesses, none of which are relevant to our current business plan which is to acquire and develop oil and gas properties in South Texas and elsewhere. Our previous businesses, some of which are summarized below, and are discussed in our previous filings with the SEC, all of which are incorporated herein by reference. The previous ~~business~~businesses included, attempts to build and operate green alternative energy technologies to aid the world’s energy crisis and help relieve the green house effect. To achieve that objective, we intended to operate a one million gallon per year biodiesel pilot plant. In addition to the production of biodiesel, we hoped to pursue a strategy of expanding into the parallel solar and wind turbine energy markets. Our plan was to develop sustainable alternative energy sources that are situated close to the energy end users and tailored to their needs. We also sought entry into the coal business, but all of those plans were abandoned due to lack of financing.

One of our previous ~~business~~businesses, conducted through our wholly -owned subsidiary, Freshwater Technologies, Inc., now known as Knightsbridge Corp., was international marketing and distribution of water purification systems using ultraviolet, ozone and water activator technology. The markets we primarily targeted were located in the United States, Canada, Mexico, Costa Rica, Peru, and Panama. Some of our other previous businesses are described below.

Ozone Technology. On June 21, 2000, we purchased the exclusive marketing rights to distribute the products of Hankin Ozone Systems, Ltd. in Canada, the Caribbean, and Mexico from 1421209 Ontario Limited. 4

3Ozone Technology. On June 21, 2000, we purchased the exclusive marketing rights to distribute the products of Hankin Ozone Systems, Ltd. in Canada, the Caribbean, and Mexico from 1421209 Ontario Limited.

The purchase price was $1,017,217 and the issuance of 8,000,000 shares of our common stock. We had an agreement to repurchase 6,000,000 of the 8,000,000 shares for $81,699, which we decided to cancel in August 2004. In April 2002, the agreement with 1421209 Ontario Limited was cancelled and the obligation to pay $1,017,217 was likewise cancelled. We wrote-off the net marketing rights of $762,743 and the outstanding obligation of $1,017,217, and recorded an extraordinary gain from the cancellation of the agreement of $237,257. We paid $50,000 directly to Hankin for the same marketing rights which we recorded as an expense during the year ended August 31, 2002. In September 2004, Hankin was placed into bankruptcy, and the deposit of $22,292 for certain units was written off as of August 31, 2004.

Water-Activated Technology. In August 2001, we acquired non-exclusive distribution rights to an activated water system from ELCE International Inc. for Mexico and the Caribbean markets including Panama, Costa Rica, Ecuador and Peru. No fees were paid for these rights. In September 2003, we approved the issuance of 250,000 shares of our common stock to the president of ELCE and the cancellation of an option to purchase 500,000 shares of our common stock at $0.50 per share in order to maintain the existing relationship in Canada. The issuance of the common stock resulted in a charge against earnings of $15,000 in 2004.

Ultraviolet Products. In order to provide viable technology and pricing options to residential and commercial customers for drinking water solutions, we entered into an agreement with R-Can Environmental in June 2005, with the intention of distributing ultraviolet water treatment systems and water filters in selected markets in Latin America and the United States. We terminated a prior agreement with another supplier. On January 21, 2005, we formed a wholly owned subsidiary, Freshwater Technologies, Inc., and transferred our water activation and purification-related assets and business to it. On January 11, 2006, we executed and closed an Asset Sale Agreement with Max Weissengruber, our then president and chief operations officer and a director, and D. Brian Robertson, our then chief financial officer, with respect to the purchase of certain assets of Freshwater Technologies. Although the agreement was executed and closed on January 11, 2006, it was effective as of October 1, 2005. Included in the assets was the name “Freshwater Technologies.” The purchase price for the assets was $60,210.33 paid in the form of the forgiveness of debt for salary owed by International Development Corp. and Freshwater Technologies, Inc. for $32,482.51 to Mr. Weissengruber, and $27,727.82 to Mr. Robertson.

As additional consideration, Messrs. Weissengruber and Robertson agreed to the termination of their employment agreements with International Development Corp and a general release of all claims they may have had against either International Development Corp. or Freshwater Technologies, Inc. Moreover, certain other liabilities of Freshwater Technologies, Inc. were either assumed or forgiven by Messrs. Weissengruber and Robertson and Robert Glassen, one of our former directors, for $10,918.54. The net effect of the transaction was that International Development and Freshwater were relieved of liabilities, which exceeded assets in the amount of $134,532.17, and that Freshwater Technologies, Inc. is now debt free. We changed the name of Freshwater Technologies, Inc. to Atlantic Seaboard Company, Inc. on May 31, 2006.

Terminated Material Agreements

Transaction with Dutchess Private Equities Fund, Ltd. On April 24, 2007, we entered into an Investment Agreement with Dutchess Private Equities Fund, Ltd. (the “Investor”). Pursuant to this Agreement, the Investor ~~shall~~committed ~~commit~~ to purchase up to $10,000,000 of our common stock over the course of up to thirty-six (36) months. The amount that we ~~shall~~were be entitled to request from each purchase (“Puts”) shall be equal to, at our election, either (i) up to $250,000 or (ii) 200% of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable put notice date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the put date. Global Earth Energy received $-0- and $56,158, net of fees for the years ended August 31, 2011 and 2010, respectively. AsThis ofagreement was terminated on August 31, 2010, ~~this agreement was terminated~~ per the contract maturity date. Copies of the Investment Agreement with Dutchess Private Equities Fund, Ltd. and the termination of the Investment Agreement with Dutchess Private Equities Fund, Ltd. were attached as exhibits to our various current ~~report~~reports filed with the SEC.

AGS Capital Group, LLC Investment Agreement. On October 11, 2010, Global Earth Energy and AGS Capital Group, LLC executed that certain AGS Investment Agreement which provided upon the terms and subject to the conditions contained therein, Global Earth Energy shall issue and sell to AGS Capital, from time to time as provided therein, and AGS Capital shall purchase from Global Earth Energy up to Ten Million Dollars ($10,000,000) of Global Earth Energy’s fully registered, freely tradable common stock, par value $0.001 per share (the “the Common Stock”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). On October 11, 2010, AGS was granted 10,000,000 shares common stock valued at $110,000 as part of their investment agreement executed October 5, 2010. The shares were expensed upon grant and the agreement was later dissolved. On January 7, 2011, prior to AGS rending any service to the company or purchasing any shares of common stock, Global Earth Energy gave notice of the termination of this agreement effective January 31, 2011. Copies of the AGS Investment Agreement and the termination of the AGS Investment Agreement were attached as exhibits to our various current report filed with the SEC.

4AGS Capital Group, LLC Investment Agreement. On October 11, 2010, Global Earth Energy and AGS Capital Group, LLC executed that certain AGS Investment Agreement which provided upon the terms and subject to the conditions contained therein, Global Earth Energy shall issue and sell to AGS Capital, from time to time as provided therein, and AGS Capital shall purchase from Global Earth Energy up to Ten Million Dollars ($10,000,000) of Global Earth Energy’s fully registered, freely tradable common stock, par value $0.001 per share (the “the Common Stock”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). On October 11, 2010, AGS was granted 10,000,000 shares common stock valued at $110,000 as part of their investment agreement executed October 5, 2010. The shares were expensed upon grant and the agreement was later dissolved. On January 7, 2011, prior to AGS rending any service to the company or purchasing any shares of common stock, Global Earth Energy gave notice of the termination of this agreement effective January 31, 2011. Copies of the AGS Investment Agreement and the termination of the AGS Investment Agreement were attached as exhibits to our various current reports filed with the SEC.

Reflora do Brasil. On November 22, 2010, Global Earth Energy and Reflora do Brasil, a Brazilian corporation (“RDB”) executed that certain Joint Venture Agreement with respect to Global Earth Energy acting as a broker on behalf of RDB for the sale by RDB of carbon credits (the “Credits”) relating to certain property located in Brazil (the “Para Property”) as described in Joint Venture Agreement. The proceeds from the sale of the Credits brokered by Global Earth Energy for RDB were to be split as follows: sixty percent of the proceeds shall be distributed to the owners of the Para Property, who are represented by RDB, and forty percent to Global Earth Energy. The Joint Venture Agreement with Reflora do Brasil has been terminated.

RCI Solar, Inc. Plan of Merger. On May 10, 2010, Global Earth Energy, Global Earth Energy Acquisition Company, a Wyoming corporation (the “Subsidiary”), 688239 B.C. Ltd., a British Columbia corporation (“688239 B.C.”), and Melvin K. Dick (the “688239 B.C. Stockholder”) executed and closed a Plan and Agreement of Triangular Merger (the “Plan of Merger”), whereby 688239 B.C. merged into the Subsidiary, a wholly-owned subsidiary of Global Earth Energy (the “Merger”). As a result of the Merger, the 688239 B.C. Stockholder received shares of the common stock of Global Earth Energy, ~~par value $0.10 per share~~ (the “Global Earth Common Stock”) in exchange for all of his shares of the common stock of 688239 B.C., without par value per share (the “688239 B.C. Common Stock”). On December 2, 2010, Global Earth Energy, 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. A copy of the Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc. was filed with the SEC as an exhibit to our current report filed on December 3, 2010.

In addition to the businesses that we have terminated, we have terminated the following joint ventures:

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.

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.

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.

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.

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.

Further, we have terminated our proposed coal operations which were planned to be operated through Global Earth Natural Resources Inc., a New Brunswick corporation, and in which we had an interest. Our interest in Global Earth Natural Resources Inc. and a companion organization, Global Earth Natural Resources, L.L.C., a Texas limited liability company, were also terminated. ·

~~Existing~~Joint ~~Material~~Venture ~~Agreements~~Agreement dated December 20, 2012 between Global Earth Energy, Inc. and Western Energy Group to develop the Smith-Needham prospect located in Gonzales County, Texas.

~~Asher Enterprises, Inc. On September 28, 2010, December~~ 6, 2010, and April 27, 2011, Global Earth Energy and Asher Enterprises, Inc., a Delaware corporation, executed Securities Purchase Agreements, whereby Asher Enterprises purchased an 8% Convertible Promissory Note of Global Earth Energy in the aggregate principal amount of $65,000.00, $40,000.00, and $27,500.00, respectively, convertible into shares of common stock of Global Earth Energy. Since April, 2011, Asher has converted the notes into 133,571,862 shares of our common stock. Copies of the Securities Purchase Agreements and convertible notes were attached as exhibits to our various current report filed with the SEC.

5Further, we have terminated our proposed coal operations which were planned to be operated through Global Earth Natural Resources Inc., a New Brunswick corporation, and in which we had an interest. Our interest in Global Earth Natural Resources Inc. and a companion organization, Global Earth Natural Resources, L.L.C., a Texas limited liability company, were also terminated.

~~Company~~Existing ~~Contact~~Material ~~Information~~Agreements

~~Our~~Asher ~~principal~~Enterprises, ~~executive~~Inc ~~offices~~. On ~~are~~September ~~located~~28, at2010, ~~1213~~December ~~Culbreth~~6, ~~Drive~~2010, ~~Wilmington~~April 27, ~~North~~2011, ~~Carolina~~June ~~28405~~26, ~~telephone~~2012, ~~number~~September ~~(910)~~21, ~~270-7749~~2012, ~~telecopier~~December ~~(910)~~4, ~~270-6640~~2012, December 5, 2012 and ~~email~~April ~~harlandsydney@aol.com.~~22, 2013, ~~Our~~Global ~~website~~Earth isEnergy ~~located~~and atAsher ~~www~~Enterprises, Inc.~~globalearthenergy~~, a Delaware corporation, executed Securities Purchase Agreements, whereby Asher Enterprises purchased an 8% Convertible Promissory Note of Global Earth Energy in the aggregate principal amount of $65,000.~~com~~00, $40,000.00, $27,500.00, $27,500, $32,500, $2,500, $16,000 and $12,500, respectively, convertible into shares of common stock of Global Earth Energy. ~~The~~Since ~~information~~April, ~~contained~~2011, inAsher ~~our~~has ~~website~~converted ~~shall~~the ~~not~~notes ~~constitute~~into ~~part~~445,226,245 shares of ~~this~~our common stock. Copies of the Securities Purchase Agreements and convertible notes were attached as exhibits to our various current report filed with the SEC.

~~Global~~ Beaufort ~~Earth~~Ventures ~~Energy: Current Profile~~PLC

At On ~~present,~~August ~~we do not own any oil and gas properties~~26, ~~nor do we have any production from oil and gas properties and do not have any oil and gas reserves. However~~2013, ~~with~~the aCompany ~~view~~entered ~~toward implementing our new business strategy to enter~~ into ~~the oil and gas business, on June 14, 2012, as amended on December 20, 2013, Global Earth Energy executed~~ a ~~Joint~~securities ~~Venture~~purchase ~~Agreement~~agreement with ~~Western~~Beaufort ~~Energy~~Ventures ~~Group~~PLC tofor ~~develop~~ the ~~Smith-Needham~~transfer ~~prospect located in Gonzales County, Texas. Western Energy Group is engaged in the onshore exploration and development~~ of ~~oil~~a ~~and natural gas. With over 60 years of combined experience of the key team members~~$252,250 ~~Western~~convertible ~~Energy~~debenture ~~Group~~from ~~believes~~Robert itLevitt ~~is well positioned~~ to ~~identify,~~Beaufort ~~operate, enhance and prudently acquire properties~~ that ~~have~~is ~~current~~due ~~production~~on ~~and~~demand ~~strong recompletion/workover opportunities. We will not be able to implement our new business strategy or to take advantage of the opportunity afforded by Western Energy Group, unless~~ and ~~until~~non weinterest ~~obtain adequate financing~~bearing.

~~The~~Company ~~Smith~~Contact and Needham leases are located in the Austin-Chalk trend of Gonzales County, Texas. The area is in one of the most active oil shale trends of the decade known as the Eagle Ford Shale. The following is a discussion of the properties we hope to acquire, if we can obtain the necessary funding. In order to acquire the below described properties through the Western Energy Group Joint Venture Agreement, we have agreed to pay the sum of $5,625,000, on or before January 25, 2013, for which we will acquire a seventy-five percent Working Interest (75% WI) in the Smith-Needham prospect leasehold. The payments will be as follows:Information

·Our principal executive offices are located at 1213 Culberth Drive, Wilmington, North Carolina 28405; telephone number (910) 270-7749; telecopier (910) 270-6640; and email: harlandsydney@aol.com. Our website is located at www.globalearthenergy.com. The information contained in our website shall not constitute part of this report.

~~The~~Global ~~sum~~Earth ofEnergy: ~~$150,000~~Current on or before January 4, 2013, representing the leasehold acquisition plus our proportionate share of the turn-key drilling and workover costs as identified in the Eagle Ford-Austin Chalk Horizontal Drilling Program;Profile

·At present, we do not own any oil and gas properties, nor do we have any production from oil and gas properties and do not have any oil and gas reserves.

~~The~~Marketing ~~sum~~and ofDelivery ~~$1,000,000 on or before January 11, 2013;~~Commitments

·Once we acquire oil and gas properties, we expect that our natural gas production will generally be sold on a month-to-month basis in the spot market, priced in reference to published indices, and our oil production would be generally sold under short-term contracts at prices based upon refinery postings or NYMEX WTI monthly averages and would typically be sold at the wellhead. Once we acquire oil and gas properties, our natural gas liquids production would typically be sold under term agreements at prices based on postings at large fractionation facilities. Once we acquire oil and gas properties, we believe that the loss of one or more current oil, natural gas, or natural gas liquids purchasers would not have a material adverse effect on our ability to sell our production, once we acquire our proposed properties, because any individual purchaser could be readily replaced by another purchaser, absent a broad market disruption. Until we acquire properties and productions, we will have no delivery commitments. Notwithstanding the foregoing, there is no assurance that we will be successful in acquiring oil and gas properties.

~~The sum of $2,000,000 on or before January 18, 2013; and~~Competition

·Once we acquire oil and gas properties, we will encounter competition in all aspects of our business, including acquisition of properties and oil and gas leases, marketing oil and gas, obtaining services and labor, and securing drilling rigs and other equipment necessary for drilling and completing wells. Our ability to increase reserves in the future will depend on our ability to generate successful prospects on our existing properties, execute on major development drilling programs, and acquire additional leases and prospects for future development and exploration, and to arrange the necessary financing. A large number of the companies that we compete with have substantially larger staffs and greater financial and operational resources than we have. Once we obtain the necessary financing, we will have to secure the services of qualified management and staff. Until we do so, we will be able to effectively compete in our proposed markets.

~~The~~Industry ~~sum of $2,475,000 on or before January 25, 2013.~~Regulation

The oil and gas leases are subject to a royalty burden as stated in the leases referenced in Exhibit "A" attached to the Joint Venture Agreement. Upon the payment of the sum of $5,625,000 on or before January 25, 2013, we will be provided with an Assignment and Bill of Sale evidencing our interest in the leasehold, in the form as attached in Exhibit "A" to the Joint Venture Agreement. Should Global Earth Energy not fulfill the funding requirements stated above, Western Energy Group can terminate the Joint Venture Agreement and our Working Interest in the leasehold will be reduced to the proportionate interest based on the funds paid or Western Energy Group, at its discretion, may extend the Joint Venture Agreement in writing.7

InOnce ~~connection~~we ~~with~~acquire oil and gas properties, our oil and gas operations will be subject to various U.S. federal, state, and local laws and regulations. These laws and regulations may be changed in response to economic or political conditions. Matters subject to current governmental regulation or pending legislative or regulatory changes include bonding or other financial responsibility requirements to cover drilling contingencies and well plugging and abandonment costs, reports concerning our operations, the ~~Joint~~spacing ~~Venture~~of ~~Agreement~~wells, weunitization ~~executed~~and apooling ~~Compensation~~of ~~Agreement~~properties, ~~with~~taxation, ~~Alex~~and ~~Barta~~the ~~dated~~use ~~May~~of 23derivative hedging instruments. Our proposed operations will also be subject to permit requirements for the drilling of wells and regulations relating to the location of wells, ~~2012~~the method of drilling and the casing of wells, asurface ~~copy~~use and restoration of properties on which iswells ~~attached~~are aslocated, anand ~~exhibit~~the plugging and abandonment of wells. Failure to ~~this~~comply ~~report~~with the laws and regulations in effect from time to time may result in the assessment of administrative, ~~which~~civil, ~~provides:~~and criminal penalties, the imposition of remedial obligations, and the issuance of injunctions that could delay, limit, or prohibit certain of our operations. At various times, regulatory agencies have imposed price controls and limitations on oil and gas production. In order to conserve supplies of oil and gas, these agencies may restrict the rates of flow of oil and gas wells below actual production capacity. Further, a significant spill from one of our future proposed facilities could have a material adverse effect on our results of operations, competitive position, or financial condition. The laws in the United States regulate, among other things, the production, handling, storage, transportation, and disposal of oil and gas, by-products from oil and gas, and other substances and materials produced or used in connection with oil and gas operations. We cannot predict the ultimate cost of compliance with these requirements or their effect on our operations.

·Once we acquire oil and gas properties, our proposed operations will also be subject to various conservation laws and regulations. These include the regulation of the size of drilling and spacing units or proration units and the unitization or pooling of crude oil and natural gas properties. In addition, state conservation laws generally prohibit the venting or flaring of natural gas, and impose certain requirements regarding the ratability or fair apportionment of production from fields and individual wells. Certain of our proposed operations may be conducted on federal land pursuant to oil and gas leases administered by the Bureau of Land Management (“BLM”). These leases will most likely contain relatively standardized terms and require compliance with detailed BLM regulations and orders (which are subject to change by the BLM). In addition to permits required from other agencies, lessees must obtain a permit from the BLM prior to the commencement of drilling and comply with regulations governing, among other things, engineering and construction specifications for production facilities, safety procedures, the valuation of production, and the removal of facilities. Under certain circumstances, the BLM may require our operations on federal leases to be suspended or terminated. Once we acquire oil and gas properties, any such suspension or termination could materially and adversely affect our financial condition and operations.

~~Alex~~Once ~~Barta~~we isacquire ~~retained~~oil ~~for~~and agas ~~period~~properties, ofthe ~~six~~Dodd-Frank ~~months~~Wall ~~beginning~~Street ~~June~~Reform 4,and ~~2012~~Consumer Protection Act (the “Dodd-Frank Act”) will impose reporting and other requirements on our business and operations, including with respect to payments made to U.S. and ~~ending~~foreign ~~December~~governments 4related to our proposed oil and gas exploration and development activities. The legislation also imposes new requirements and oversight on our derivatives transactions, ~~2012~~including potential new clearing, ~~who~~margin, and position limits requirements. Significant regulations are required to be promulgated by the SEC and the Commodity Futures Trading Commission to implement these requirements and provide certain exemptions for qualified end-users. Although Global Earth Energy does not anticipate it will be ~~paid~~affected ~~$5,000~~differently ~~per~~than ~~month~~other producers of oil and natural gas, ~~contingent~~the ~~upon~~new ~~our~~requirements ~~establishing~~are alikely ~~partnership~~to impose additional reporting obligations on us with anrespect to the use of derivative instruments to hedge against commercial risks related to fluctuations in oil and gas ~~operator~~commodity ~~introduced~~prices byand interest rates. The imposition of these types of requirements or limitations could have an adverse effect on our ability to ushedge byrisks ~~Mr.~~associated ~~Barta~~with our business or on the cost of our hedging activities.

·Additional proposals and proceedings that might affect the oil and gas industry are regularly considered by Congress, the states, the Federal Energy Regulatory Commission, and the courts. We cannot predict when or whether any such proposal, or any additional new legislative or regulatory proposal, may become effective.

InEnvironmental ~~addition,~~and ~~Mr.~~Climate ~~Barta~~Change will retain ten percent of all of the Working Interests acquired as a result of all transactions brought into us by Mr. Barta for a period of 18 months from the time we acquire our initial working interest in the Smith Needham Lease from Western Energy Group.Regulation

·Once we acquire oil and gas properties, we will be subject to stringent national, state, provincial, and local laws and regulations in the jurisdictions where we expect to operate relating to environmental protection, including the manner in which various substances such as wastes generated in connection with oil and gas exploration, production, and transportation operations are released into the environment. Compliance with these laws and regulations can affect the location or size of wells and facilities, prohibit or limit the extent to which exploration and development may be allowed, and require proper closure of wells and restoration of properties when production ceases. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, or criminal penalties, imposition of remedial obligations, incurrence of additional compliance costs, and even injunctions that limit or prohibit exploration and production activities or that constrain the disposal of substances generated by oil field operations.

~~In addition, at the end of the contract, Mr. Barta will receive additional compensation in the amount of $60,000 to paid in shares of our common stock at the current price per shares at that time.~~8

6Once we acquire oil and gas properties, we expect to operate or lease a number of properties that for many years have been used for the exploration and production of oil and gas. Although we expect to utilize operating and disposal practices that are standard in the industry, hydrocarbons or other wastes may have been disposed of or released on or under the properties to be operated or leased by us or on or under other locations where such wastes have been taken for disposal. In addition, many of these properties will most likely have been operated by third parties whose treatment and disposal or release of hydrocarbons or other wastes will not be under our control. These properties and the wastes disposed thereon may be subject to laws and regulations imposing joint and several, strict liability without regard to fault or the legality of the original conduct that could require us to remove previously disposed wastes or remediate property contamination, or to perform well plugging or pit closures or other actions of a remedial nature to prevent future contamination.

~~Wells~~Once we acquire oil and ~~Leases:~~gas ~~Smith~~properties, our proposed operations would most likely produce wastewater that would be disposed of via injection in underground wells. These wells are regulated under the Safe Drinking Water Act (the “SDWA”) and ~~Needham~~similar ~~Leases~~state and local laws. The underground injection well program under the SDWA requires permits from the United States Environmental Protection Agency (“EPA”) or analogous state agencies for our proposed disposal wells, establishes minimum standards for injection well operations, and restricts the types and quantities of fluids that may be injected. Once we acquire oil and gas properties, we expect that our proposed disposal well operations will comply with all applicable requirements under the SDWA and similar state and local laws. However, a change in the regulations or the inability to obtain permits for new injection wells in the future may affect our ability to dispose of produced waters and ultimately increase the cost of our operations.

~~There~~Once ~~are~~we aacquire ~~total~~oil ofand ~~approximately~~gas ~~680~~properties, ~~acres~~hydraulic offracturing ~~leasehold~~is ~~interest~~an ~~with~~important ~~multiple~~process ~~drilling~~that ~~locations~~would ~~identified~~be ~~and~~used ~~two~~in ~~active~~the completion of our oil and gas wells. The ~~located~~process oninvolves ~~160~~the ~~acres~~injection of ~~the~~water, ~~Smith~~sand, and chemicals under pressure into low-~~Needham~~permeability ~~prospect~~formations to fracture the surrounding rock and stimulate production. ~~Available~~The ~~interest~~process is uptypically toregulated ~~75%~~by ~~working~~state ~~interest~~oil and gas commissions. Various state and local governments have implemented or are considering increased regulatory oversight of hydraulic fracturing through additional permit requirements, operational restrictions, requirements for disclosure of chemical constituents, and temporary or permanent bans on hydraulic fracturing in certain environmentally sensitive areas such as watersheds. For instance, in December 2011, the ~~development~~states ~~acreage~~of Texas and Colorado adopted far-reaching rules that require the ~~producing~~public ~~160~~disclosure ~~acre~~of ~~Smith~~chemicals ~~lease~~used in the ~~Smith-Needham~~hydraulic ~~prospect. We~~fracturing ~~propose~~process, with the Texas rules applicable to ~~first~~fracturing dotreatments aon ~~workover~~wells ofwith initial drilling permits issued on or after February 1, 2012, and the ~~Smith~~Colorado Norules applicable to fracturing treatments performed on or after April 1, 2012. The 2availability ~~well~~of ~~whereby~~this weinformation ~~hope~~could make it easier for third parties opposing the hydraulic fracturing process to ~~increase~~initiate ~~production~~legal ~~from~~proceedings based on allegations that specific chemicals used in the ~~current~~fracturing ~~10-15~~process ~~barrels~~could ~~per~~adversely ~~day~~affect togroundwater. In upaddition, Congress has considered legislation to 40regulation ~~barrels~~under ~~per~~the ~~day~~SDWA. WeIf ~~plan~~adopted, onsuch ~~drilling~~legislation ~~two~~would ~~new~~establish ~~6,500~~an ~~foot~~additional ~~horizontal~~level ~~Eagle~~of ~~Ford~~regulation ~~oil~~and ~~wells~~impose additional costs on our proposed operations.

Nearly half of the states in the U.S., either individually or through multi-state initiatives, have begun implementing legal measures to reduce emissions of greenhouse gases (“GHGs”). Also, the Supreme Court held in Massachusetts, et al . v. EPA (2007) that carbon dioxide may be regulated as an “air pollutant” under the federal Clean Air Act, and subsequently in December 2009, the EPA determined that GHG emissions present an endangerment to public health and the environment because such emissions, according to the EPA, are contributing to warming of the earth’s atmosphere and other climate changes. These findings allow the EPA to implement regulations that would restrict GHG emissions under existing provisions of the Clean Air Act. On November 8, 2010, the EPA finalized GHG reporting requirements for the petroleum and natural gas industries. Under this final rule, owners or operators of facilities that contain petroleum and natural gas systems, as defined by the rule, and emit 25,000 metric tons or more of GHGs per year per basin (expressed as carbon dioxide equivalents) will report emissions from all source categories located at the facility for which emission calculation methods are defined in the rule. Owners or operators will collect emission data; calculate GHG emissions; and follow the specified procedures for quality assurance, missing data, record keeping, and reporting defined in the final rule. For purposes of the rule, an onshore petroleum and natural gas production facility is generally defined as all petroleum and natural gas equipment associated with all petroleum or natural gas production wells and CO2enhanced oil recovery operations that are under common ownership or control, including leased, rented, and contracted activities, by an onshore petroleum and natural gas production owner or operator and that are located within a single hydrocarbon basin as defined by the American Association of Petroleum Geologists. The ~~property~~rule ~~features:~~is estimated to require reporting from approximately 2,800 facilities, covering 85% of the total GHG emissions from the U.S. petroleum and natural gas industries, including all of our proposed facilities, with modeling reporting beginning in late 2012 and actual data reporting beginning in 2013. We expect these new rules to result in increased compliance costs on our operations. In addition, these rules, and any other new rules and regulations addressing GHG emissions, could result in additional operating restrictions.

·9

~~Proven~~We ~~developed~~believe ~~producing~~that it is reasonably likely that the trend in environmental legislation and ~~behind~~regulation ~~pipe~~will ~~reserves~~continue ~~(PDP~~toward stricter standards. While, ~~PDNP)~~once we acquire oil and gas properties, we believe that we will be in substantial compliance with applicable environmental laws and regulations in effect at that time and that continued compliance with existing requirements will not have a material adverse impact on us, we cannot give any assurance that we will not be adversely affected in the ~~Austin~~future. We ~~Chalk~~will establish internal guidelines to be followed in order to comply with environmental laws and ~~Buda~~regulations ~~Formations;~~in the United States and other relevant international jurisdictions. We expect to employ an environmental, health, and safety personnel whose responsibilities include providing assurance that our proposed operations will be carried out in accordance with applicable environmental guidelines and safety precautions. Although we expect that we will maintain pollution insurance against the costs of cleanup operations, public liability, and physical damage, there is no assurance that such insurance will be adequate to cover all such costs or that such insurance will continue to be available in the future or that it will be affordable in light of our revenues. However, until we acquire oil and gas properties, we will not purchase any such pollution insurance.

·Key Personnel

~~Multiple~~Our ~~drilling~~future ~~locations~~financial ~~identified~~success depends to a large degree upon the personal efforts of our key personnel. In our formative period, Sydney A. Harland, our chief executive officer and president, will play the major role in securing the ~~Austin~~services ~~Chalk~~of those persons who can develop our business strategy and ~~Eagle~~technology ~~Ford~~upon ~~trends~~receipt of sufficient funds to pay for ~~future~~such ~~development~~services ~~with~~either upfrom tosuccess ~~250~~through receipt of funds from earnings,~~000~~ ~~barrels~~borrowing or sales of ~~oil~~common ~~recovery~~stock. While ~~per~~we ~~well;~~intend to employ additional management and marketing personnel in order to minimize the critical dependency upon any one person, there can be no assurance that we will be successful in attracting and retaining the persons needed. We do not have an employment contract with Mr. Harland.

·We Need To Hire Specialized Personnel

~~Multiple~~Although ~~pay~~we ~~targets~~are committed to the continued development and ~~well~~growth ~~diversity~~of our business, we will ~~provide~~need usto ~~with~~engage ~~enhanced~~specialized ~~risk~~key ~~management;~~personnel, such as underwriters and legal personnel to assist Global Earth Energy in the execution of our business model, inasmuch as Sydney A. Harland, our chief executive officer, does not possess the requisite level of expertise to perform such functions. It is possible that we will not be able to locate and hire such specialized personnel on acceptable terms.

·Adequacy of Working Capital

~~Estimated~~We ~~production~~hope ~~after~~to generate sufficient capital to fund our ~~proposed~~business ~~drilling~~plan ~~program~~through ofinvestments upin toour ~~850~~securities, ~~barrels~~revenues offrom ~~oil~~operations, ~~per~~or ~~day~~borrowings. If ~~with~~we ~~estimated~~are ~~prospect~~not ~~reserves~~able ~~exceeding~~to 1raise additional capital as described above,~~000,000~~ ~~barrels~~we would not be able to continue and our business would fail. As of ~~oil~~the date of this report, we do not have any commitments for financing.

InOur ~~the~~Financial ~~early~~Results ~~1980s,~~May ~~Mitchell~~Be ~~Energy,~~Affected a Texas based company, began experimenting with hydraulic fracturing in a formation found in North Texas called the Barnett Shale. Like many other shale formations throughout the country, the Barnett was previously thought to be non-commercial due to the low permeability of the reservoir. Companies that had attempted earlier completions in these shale formations were ultimately disappointed by ~~short~~Factors ~~lived~~Outside ~~production as the formations were simply too “tight” to allow for efficient reservoir drainage. Mitchell worked diligently to perfect a combination~~ of ~~horizontal~~Our ~~drilling and hydraulic fracturing that would ultimately unlock the secrets of the shale. By the late 1990s, Mitchell’s years of persistence paid off.~~Control

~~Once~~Our ~~the~~future ~~economic~~operating ~~viability~~results ofmay ~~the~~vary ~~Barnett~~significantly ~~Shale~~from ~~was~~quarter ~~established,~~to ~~the~~quarter ~~industry~~due ~~started~~ to ~~take~~ a ~~hard~~variety ~~look~~of atfactors, ~~other~~many ~~shale~~of ~~formations~~which ~~encountered~~are ~~nationwide~~outside ~~while~~our ~~drilling and producing conventional reservoirs~~control. ~~One~~Our ~~such~~anticipated ~~company~~expense ~~was~~levels ~~Houston,~~are ~~Texas~~ based ~~Petrohawk. The STS No. 241-1H~~, ~~drilled~~ in ~~2008 in La Salle County~~part, ~~Texas,~~on ~~was~~our ~~the~~estimates ~~discovery~~of ~~well~~future ~~for~~revenues ~~the Eagle Ford Shale, located in over 24 counties~~ and ~~stretching~~may ~~over~~vary ~~400 miles~~ from ~~deep~~projections. We ~~south~~may ~~Texas~~be ~~into~~unable ~~the~~to ~~northeastern~~adjust ~~part~~spending ofrapidly ~~the~~enough ~~state;~~to ~~the~~compensate ~~discovery~~for ofany ~~the~~unexpected ~~Eagle~~revenues ~~Ford is changing the industry again~~shortfall. ~~Western~~Accordingly, ~~Energy~~any ~~Group~~significant ~~and~~shortfall ~~Global~~in ~~Earth~~revenues ~~Energy~~in ~~have~~relation ~~teamed up~~ to ~~pursue~~our ~~and~~planned ~~develop~~expenditures ~~the~~would ~~Eagle~~materially ~~Ford~~adversely ~~along~~affect ~~the~~our ~~oil~~business, ~~window~~operating inresults, ~~Gonzales~~and ~~County,~~financial ~~Texas~~condition.

~~Smith-Needham Leases~~Employees

There are currently two wells producing on 160 acres of the Smith Lease tracts. The Smith #1 well was put back into production in August 2011 with a small work over and acidizing stimulation. The well is producing from the Austin Chalk formation making approximately 5-10 barrels of oil per day. Total lease production as of November 1, 2011, was approximately 15 barrels of oil per day. The Smith #2 well is producing from the Buda formation making approximately 5 barrels of oil per day. A work over is being planned to recomplete the well to the Austin Chalk and conduct a small fracture stimulation on the formation. Based on a hyperbolic decline and additional behind pipe reserves, there is an estimated 61,000 barrels of oil remaining to be recovered from the existing wellbores.

~~Austin~~As ~~Chalk~~of ~~Prospect~~the date of this report, we have two (2) employees, Sydney A. Harland and Betty Harland. We do not currently anticipate that we will hire any employees in the next six months. However, as our operations expand, we anticipate that we will hire additional employees to meet our needs.

~~The~~From ~~second prospect well~~ time-to be drilled will be on the Needham Lease. In the early 1980’s a vertical Austin Chalk well was completed on the lease and had an initial production rate of 392 barrels of oil per day. The well produced in excess of 86-time,~~000~~ ~~barrels~~we ~~before~~anticipate ~~being~~that ~~plugged~~we ~~and~~will ~~abandoned. Another~~use ~~vertical well known as~~ the ~~Reese~~services ~~–A-#1 drilled in the same contour line had an initial production~~ of ~~nearly~~independent ~~400~~contractors ~~bopd~~ and ~~produced~~consultants ~~83,000 barrels of oil. Our plan is~~ to ~~drill~~support aour ~~new,~~business ~~short radius horizontal well between the two previous high volume wells, completed in the Austin Chalk~~development. ~~Utilizing~~We ~~hydraulic~~believe ~~fracture~~our ~~stimulation. Drilling~~future asuccess ~~horizontal~~depends ~~leg~~ in ~~this~~large ~~once~~part ~~highly~~upon ~~productive~~the ~~area~~continued ~~should~~service ~~pick~~of upour ~~additional~~senior ~~fracture~~management ~~sets~~personnel ~~not~~and ~~encountered~~our ~~during earlier operations on the lease. The image below (on right) illustrates the~~ ability ~~of a horizontal well~~ to ~~more~~attract ~~effectively~~and ~~drain~~retain ahighly ~~reservoir~~qualified ~~compared~~managerial ~~to a conventional vertical well~~personnel.

7Transfer Agent

WeOur ~~anticipate~~transfer ~~there~~agent is ~~still~~Transfer ~~significant~~Online, ~~oil in place due to low porosity matrix of the Austin Chalk~~Inc. ~~Other~~, ~~formations~~whose ~~that~~address ~~are~~is ~~productive~~512 inSE ~~the~~Salmon ~~area~~Street, ~~and~~Portland, ~~will~~Oregon ~~be evaluated are the Buda~~97214, ~~Edwards~~ and ~~Navarro. There~~telephone isnumber ~~sufficient~~(503) ~~acreage offsetting wells to be drilled should prospect evaluation warrant further operations~~227-2950. The estimated initial production from the Needham #4 is 400 barrels of oil per day. Utilizing a 75% decline as shown on the Reese #1 well the estimated overall recovery for the new drill is nearly 200,000 barrels of oil.

~~Smith~~ITEM ~~#3H Eagle Ford/Buda~~1A.

~~Global~~RISK ~~Earth Energy will have leasehold interests and production in the immediate proximity of some of the major players, most notably Forest Oil Company~~FACTORS. The Forest Oil Corp. wells are reported to have an average IP of more than 700 barrels of oil per day with laterals of nearly 4,000’ and multi-stage fracs. Two main leases comprise the majority of the prospect area. The 480 acre Smith Lease has two wells that are currently producing, one from the Austin Chalk and another from the deeper Buda formation. Plans for the Smith Lease are to drill a short radius horizontal well to produce from the Eagle Ford Shale formation as found at 6,060’- 6,130’ in the Smith #1 well.

~~The~~Not ~~estimated production from the Smith #3 is 400 barrels of oil per day with estimated overall recovery of nearly 200,000 barrels of oil~~applicable. Should it be determined that the Eagle Ford formation is not commercially productive, the Buda formation will be tested for commercial production. The Buda formation is highly productive in the Smith #2 well. A short horizontal drain hole in the Buda formation has the potential to yield as much as 50,000 barrels of oil. Other formations that are productive in the area and will be evaluated are the Austin Chalk, Georgetown and Navarro.

~~Global~~ITEM ~~Earth Energy: Recent Data~~1B.

~~There~~UNRESOLVED ~~are~~STAFF ~~many factors that make the Eagle Ford play so attractive~~COMMENTS. A vast portion of the play is “liquids (oil) rich “separating it from other shales, which produce mostly “dry” natural gas. Combining the “oily” characteristic of a large portion on the shale with a brittle nature that is highly receptive to fracturing and it is no wonder that majors and independents alike are scrambling to establish their foothold in the play. Companies such as Chesapeake, EOG, Hillcorp Resources, Marathon Oil, Pioneer Natural Resources, Forest Oil, and Conoco Phillips are highly active in the play. It is well known within the industry that once a field is discovered only 20-30% of the original oil in place can be recovered conventionally. The benefits of technological advances in drilling and fracturing wells are not just being experienced in shale plays. Many forward thinking professionals within the industry are examining conventional formations and applying what was learned in recent years to maximize reservoir drainage and well performance. Formations that were once drilled only vertically are now being drilled horizontally with exponential increases in initial production and overall recovery rates.

~~Another formation seeing a boom in production and drilling activity is the Austin Chalk Formation~~None. The Austin Chalk sits directly above the Eagle Ford Shale, which is said to be the source rock for the Chalk. The Chalk is very productive in parts of Gonzales County, Texas with good porosity and natural fracturing, providing a higher level of permeability than found in other areas in the Chalk Trend. Drilled mainly in the 1980’s, many Chalk wells were completed vertically and had high initial production and ultimate recovery rates. Many of the wells in the county were drilled vertically therefore only draining near wellbore fractures. There are numerous opportunities to redrill the reservoirs with lateral drain holes to access multiple fractures in one wellbore, allowing for significantly higher production and recovery rates. This same model was utilized successfully in other areas where the Chalk trend is present, including the prolific Giddings and Pearsall Fields.

~~Geology~~ITEM 2.

~~The Austin Chalk formation is comprised of chalk and marl, which are porous marine limestones of the Cretaceous time period, found in the Gulf Coast region of the U~~PROPERTIES.S. Between 89 to 95 million years old, the formation stretches over three states, from deep south Texas into Mississippi. Over 400 miles long, 31 miles wide, and with a thickness of between 55 and 590 feet; the Chalk has accounted for some of the largest, most productive oil and gas fields in Texas and Louisiana, including the Pearsall, Giddings, Brookeland and Master’s Creek fields. Discovered initially in the 1920’s in the Pearsall Field in Frio County, Texas; the Austin Chalk accounts for roughly 50% of the horizontal wells ever drilled.

8Our corporate office is located at 1213 Culberth Drive, Wilmington, North Carolina 28405, which we rent at the rate of $250.00 per month. We believe that all of our facilities are adequate for at least the next 12 months. We expect that we could locate other suitable facilities at comparable rates, should we need more space.

~~Underlying~~ITEM ~~and sourcing the Austin Chalk is the recently discovered Eagle Ford Shale~~3. Discovered in 2008 in La Salle County, Texas; the Eagle Ford is the hottest shale play domestically with over 4183 wells completed or permitted as of December 2011. The Eagle Ford is a Cretaceous age rock, between 89 to 95 million years old. What makes the formation so attractive is that it has a significantly higher carbonate content and lower clay content than traditional shales. This makes it more receptive to fracturing, which drives the ability of a formation to produce oil and gas in highly commercial quantities. The trend is over 50 miles wide and 400 miles long, stretching from far South Texas into East Texas. Not only does the Eagle Ford source the Austin Chalk but it is also the source rock for the prolific East Texas Oil Field. Regionally, the formation is present in the Northwestern “Oil Window” of the play, which dips down towards the Gulf of Mexico. The Eagle Ford Shale has a significantly higher “liquids rich” portion of the play than many other shales, providing stronger economics than “dry gas” shales.

~~Marketing~~LEGAL ~~and Delivery Commitments~~PROCEEDINGS.

~~Once~~We weare ~~acquire~~aware ~~oil~~of ~~and~~the ~~gas~~filing ~~properties,~~of weone ~~expect~~lawsuit ~~that~~against ~~our~~us, ~~natural~~styled ~~gas~~The ~~production~~Pelas ~~will~~Group, ~~generally~~Inc. bev. ~~sold~~Sydney onHarland, aKnightsbridge ~~month-to-month~~Corporation, ~~basis~~Global inEarth ~~the spot market~~Energy, ~~priced in reference to published indices~~Inc., and ~~our~~DOES ~~oil~~1through ~~production~~15, ~~would~~inclusive be, ~~generally~~under ~~sold~~Case ~~under~~No. ~~short~~7-~~term~~2012-00104417-CU-BC-CTL, ~~contracts~~pending atin ~~prices~~the ~~based~~Superior ~~upon~~Court ~~refinery~~of ~~postings~~the orState ~~NYMEX~~of ~~WTI~~California, ~~monthly~~County ~~averages~~of ~~and~~San ~~would~~Diego, ~~typically~~Central beJudicial ~~sold~~District, atfiled ~~the~~on ~~wellhead. Once~~October ~~we acquire oil and gas properties~~4, ~~our~~2012. The ~~natural~~allegations ~~gas~~in ~~liquids~~the ~~production~~lawsuit ~~would~~appear ~~typically~~to be ~~sold~~against ~~under~~our ~~term~~president, ~~agreements~~Sydney atHarland, ~~prices~~and ~~based~~our onwholly-owned ~~postings~~subsidiary, atKnightsbridge ~~large~~Corporation, ~~fractionation~~arising ~~facilities. Once~~out weof ~~acquire~~a ~~oil~~consulting ~~and~~agreement ~~gas~~between ~~properties, we believe that~~ the ~~loss~~plaintiff ofand ~~one~~Knightsbridge orCorporation ~~more~~dated ~~current~~August ~~oil~~5, ~~natural~~2009. There ~~gas,~~does ornot ~~natural~~appear ~~gas~~to ~~liquids~~be ~~purchasers~~any ~~would~~viable ~~not~~claim ~~have~~leveled aagainst ~~material~~Global ~~adverse~~Earth ~~effect~~Energy; onthe ~~our~~alleged ~~ability~~claim tois ~~sell~~only ~~our~~directed ~~production,~~against ~~once~~Mr. weHarland ~~acquire~~and our ~~proposed~~wholly-owned ~~properties~~subsidiary, ~~because~~Knightsbridge ~~any~~Corporation. We ~~individual~~believe ~~purchaser~~that ~~could~~these becharges ~~readily~~against ~~replaced~~Global byEarth ~~another~~Energy ~~purchaser,~~are ~~absent~~without amerit ~~broad market disruption. Until we acquire properties~~ and ~~productions,~~ we will ~~have~~vigorously nodefend ~~delivery~~our ~~commitments~~position.

~~Competition~~On September 9, 2013, a lawsuit styled Norman T. Reynolds Law Firm v. Global Earth Energy, Inc. was filed in the District Court of Harris County, Texas. The suit alleges that the Company owes $657,178.25 in legal fees to the Plaintiff. The Company has answered the lawsuit denying the allegations, and it plans to vigorously defend itself in this matter.

~~Once~~ITEM we acquire oil and gas properties, we will encounter competition in all aspects of our business, including acquisition of properties and oil and gas leases, marketing oil and gas, obtaining services and labor, and securing drilling rigs and other equipment necessary for drilling and completing wells4. Our ability to increase reserves in the future will depend on our ability to generate successful prospects on our existing properties, execute on major development drilling programs, and acquire additional leases and prospects for future development and exploration, and to arrange the necessary financing. A large number of the companies that we compete with have substantially larger staffs and greater financial and operational resources than we have. Once we obtain the necessary financing, we will have to secure the services of qualified management and staff. Until we do so, we will be able to effectively compete in our proposed markets.

~~Industry~~Not ~~Regulation~~applicable.

~~Once~~PART we acquire oil and gas properties, our oil and gas operations will be subject to various U.S. federal, state, and local laws and regulations. These laws and regulations may be changed in response to economic or political conditions. Matters subject to current governmental regulation or pending legislative or regulatory changes include bonding or other financial responsibility requirements to cover drilling contingencies and well plugging and abandonment costs, reports concerning our operations, the spacing of wells, unitization and pooling of properties, taxation, and the use of derivative hedging instruments. Our proposed operations will also be subject to permit requirements for the drilling of wells and regulations relating to the location of wells, the method of drilling and the casing of wells, surface use and restoration of properties on which wells are located, and the plugging and abandonment of wells. Failure to comply with the laws and regulations in effect from time to time may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial obligations, and the issuance of injunctions that could delay, limit, or prohibit certain of our operations. At various times, regulatory agencies have imposed price controls and limitations on oil and gas production. In order to conserve supplies of oil and gas, these agencies may restrict the rates of flow of oil and gas wells below actual production capacity. Further, a significant spill from one of our future proposed facilities could have a material adverse effect on our results of operations, competitive position, or financial condition. The laws in the United States regulate, among other things, the production, handling, storage, transportation, and disposal of oil and gas, by-products from oil and gas, and other substances and materials produced or used in connection with oil and gas operations. We cannot predict the ultimate cost of compliance with these requirements or their effect on our operations.II

9ITEM 5.

~~Once~~MARKET weFOR ~~acquire~~REGISTRANT’S ~~oil~~COMMON ~~and gas properties~~EQUITY, ~~our~~RELATED ~~proposed~~STOCKHOLDER ~~operations~~MATTERS ~~will~~AND ~~also~~ISSUER bePURCHASES ~~subject~~OF toEQUITY ~~various conservation laws and regulations~~SECURITIES. These include the regulation of the size of drilling and spacing units or prorationunits and the unitization or pooling of crude oil and natural gas properties. In addition, state conservation laws generally prohibit the venting or flaring of natural gas, and impose certain requirements regarding the ratability or fair apportionment of production from fields and individual wells. Certain of our proposed operations may be conducted on federal land pursuant to oil and gas leases administered by the Bureau of Land Management (“BLM”). These leases will most likely contain relatively standardized terms and require compliance with detailed BLM regulations and orders (which are subject to change by the BLM). In addition to permits required from other agencies, lessees must obtain a permit from the BLM prior to the commencement of drilling and comply with regulations governing, among other things, engineering and construction specifications for production facilities, safety procedures, the valuation of production, and the removal of facilities. Under certain circumstances, the BLM may require our operations on federal leases to be suspended or terminated. Once we acquire oil and gas properties, any such suspension or termination could materially and adversely affect our financial condition and operations.

~~Once~~Since weApril ~~acquire~~17, ~~oil and gas properties~~2006, ~~the~~following ~~Dodd-Frank Wall Street Reform and Consumer Protection Act (~~the ~~“Dodd-Frank~~change ~~Act”)~~in ~~will impose reporting and other requirements on~~ our ~~business~~corporate ~~and~~name ~~operations,~~from ~~including~~International ~~with~~Development ~~respect~~Corp. to ~~payments~~Global ~~made~~Wataire, ~~to U~~Inc.S., ~~and~~our ~~foreign~~common ~~governments~~stock ~~related~~was toquoted ~~our~~on ~~proposed~~the ~~oil~~OTC ~~and~~Bulletin ~~gas~~Board ~~exploration~~under ~~and~~the ~~development~~symbol ~~activities~~“GWTE.OB.” ~~The~~Beginning ~~legislation~~in ~~also~~July ~~imposes new requirements and oversight on our derivatives transactions~~2001, ~~including~~until ~~potential~~December ~~new clearing~~9, ~~margin~~2004, ~~and~~our ~~position~~symbol ~~limits~~was ~~requirements~~“OZLU.OB.” ~~Significant~~When ~~regulations~~we ~~are~~changed ~~required~~our tocorporate bename ~~promulgated~~from byOzolutions, ~~the~~Inc. ~~SEC and the Commodity Futures Trading Commission~~ to ~~implement~~International ~~these~~Development ~~requirements and provide certain exemptions for qualified end-users~~Corp. ~~Although~~ ~~Global~~on ~~Earth~~December ~~Energy~~9, ~~does not anticipate it will be affected differently than other producers of oil and natural gas~~2004, ~~the~~our ~~new~~symbol ~~requirements~~changed ~~are likely~~ to ~~impose~~“IDVL.OB.” Subsequently, ~~additional~~when ~~reporting~~we ~~obligations~~changed onour uscorporate ~~with~~name ~~respect~~ to ~~the~~Global ~~use~~Earth ofEnergy ~~derivative~~Inc. ~~instruments~~on toFebruary ~~hedge~~5, ~~against~~2008, ~~commercial~~our ~~risks~~symbol ~~related~~changed to ~~fluctuations in oil and gas commodity prices and interest rates~~“GEEG.OB” InOn ~~addition~~May 20, ~~this~~2009, ~~legislation could have a substantial impact on~~ our ~~counterparties~~symbol ~~and~~changed ~~may~~to ~~increase the cost of our derivative arrangements in the future~~“GLER.OB.” ~~The~~Since, ~~imposition~~February of17, ~~these~~2011, ~~types~~our ofshares ~~requirements or limitations could~~ have anbeen ~~adverse~~quoted ~~effect~~ on ~~our~~the ~~ability~~OTCQB tomaintained ~~hedge~~by ~~risks~~The ~~associated~~OTC ~~with~~Markets ~~our~~Group ~~business~~under ~~or on~~ the ~~cost~~symbol ~~of our hedging activities~~“GLER.”

Additional proposals and proceedings that might affect the oil and gas industry are regularly considered by Congress, the states, the Federal Energy Regulatory Commission, and the courts. We cannot predict when or whether any such proposal, or any additional new legislative or regulatory proposal, may become effective. Once we acquire oil and gas properties, no material portion of Global Earth Energy’s business is expected to be subject to renegotiation of profits or termination of contracts or subcontracts at the election of the federal government.11

~~Environmental~~The following table sets forth, taking into consideration the one for 1,500 reverse split of our common stock which occurred on May 21, 2012, the high and ~~Climate~~low ~~Change~~bid ~~Regulation~~prices for our common stock on the OTCQB as reported by various market makers. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

Once we acquire oil and gas properties, we will be subject to stringent national, state, provincial, and local laws and regulations in the jurisdictions where we expect to operate relating to environmental protection, including the manner in which various substances such as wastes generated in connection with oil and gas exploration, production, and transportation operations are released into the environment. Compliance with these laws and regulations can affect the location or size of wells and facilities, prohibit or limit the extent to which exploration and development may be allowed, and require proper closure of wells and restoration of properties when production ceases. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, or criminal penalties, imposition of remedial obligations, incurrence of additional compliance costs, and even injunctions that limit or prohibit exploration and production activities or that constrain the disposal of substances generated by oil field operations.




	High	Low
Quarter Ended:
February 29, 2012 May 31, 2012 (1) August 31, 2012 November 30, 2012	$0.4478 $0.45 $0.01 $0.0035	$0.2985 $0.45 $0.01 $0.0034
Quarter Ended:
February 28, 2013 May 31, 2013 August 30, 2013 November 29, 2013	$0.0054 $0.0021 $0.0016 $0.002	$0.001 $0.0006 $0.0001 $0.0002

~~Once~~(1)This weprice ~~acquire~~takes ~~oil~~into ~~and~~account ~~gas~~the ~~properties,~~one ~~we expect to operate or lease a number of properties that~~ for ~~many years have been used for the exploration and production of oil and gas. Although we expect to utilize operating and disposal practices that are standard in the industry~~1,500 ~~hydrocarbons~~reverse orsplit ~~other~~which ~~wastes~~occurred ~~may have been disposed of or released~~ on ~~or under the properties to be operated or leased by us or on or under other locations where such wastes have been taken for disposal. In addition~~May, many of these properties will most likely have been operated by third parties whose treatment and disposal or release of hydrocarbons or other wastes will not be under our control. These properties and the wastes disposed thereon may be subject to laws and regulations imposing joint and several21, strict liability without regard to fault or the legality of the original conduct that could require us to remove previously disposed wastes or remediate property contamination, or to perform well pluggings or pit closures or other actions of a remedial nature to prevent future contamination2012.

~~Once~~As weof ~~acquire~~December ~~oil~~12, ~~and~~2013, ~~gas~~we ~~properties~~had issued 1,832,784,754 ~~our~~shares ~~proposed~~of ~~operations~~our ~~would~~common ~~most~~stock, ~~likely~~par ~~produce~~value ~~wastewater~~$0.001 ~~that~~per ~~would~~share, beof ~~disposed~~which ~~via~~1,513,676,796 ~~injection~~shares inwere ~~underground~~unrestricted ~~wells. These~~and ~~wells~~319,107,958 ~~are~~shares ~~regulated~~were ~~under~~restricted. ~~the~~Our ~~Safe~~shares ~~Drinking~~of ~~Water~~common ~~Act~~stock ~~(the~~are ~~“SDWA”)~~held ~~and~~by ~~similar~~approximately ~~state~~1,694 ~~and~~stockholders ~~local~~of ~~laws~~record. The ~~underground~~number ~~injection~~of ~~well~~record ~~program~~holders ~~under~~was ~~the~~determined ~~SDWA requires permits~~ from the ~~United~~records ~~States~~of ~~Environmental Protection Agency (“EPA”) or analogous state agencies for~~ our ~~proposed~~transfer ~~disposal~~agent ~~wells, establishes minimum standards for injection well operations,~~ and ~~restricts~~does ~~the~~not ~~types~~include ~~and~~beneficial ~~quantities~~owners of ~~fluids that may be injected. Once we acquire oil and gas properties , we expect that~~ our ~~proposed~~common ~~disposal~~stock ~~well~~whose ~~operations~~shares ~~will~~are ~~comply~~held ~~with~~in ~~all~~the ~~applicable~~names ~~requirements~~of ~~under~~various ~~the~~securities ~~SDWA~~brokers, ~~and~~dealers, ~~similar state~~ and ~~local~~registered ~~laws~~clearing agencies. ~~However,~~There ais ~~change~~no intrading ~~the~~market ~~regulations or the inability to obtain permits~~ for ~~new injection wells in~~ the ~~future~~shares ~~may affect our ability to dispose~~ of ~~produced waters and ultimately increase the cost of~~ our ~~operations~~preferred stock.

10Dividends

~~Once~~We wehave ~~acquire~~not ~~oil~~paid ~~and~~or ~~gas~~declared ~~properties,~~any ~~hydraulic~~dividends ~~fracturing~~on ~~is an important process that would be used in the completion of~~ our ~~oil~~common ~~and~~stock, ~~gas~~nor ~~wells. The~~do ~~process~~we ~~involves~~anticipate ~~the~~paying ~~injection~~any ofcash ~~water,~~dividends ~~sand,~~or ~~and~~other ~~chemicals~~distributions ~~under~~on ~~pressure~~our ~~into~~common ~~low-permeability~~stock ~~formations~~in ~~to fracture~~ the ~~surrounding~~foreseeable ~~rock and stimulate production~~future. ~~The~~Any ~~process~~future isdividends ~~typically~~will ~~regulated~~be bydeclared ~~state~~at ~~oil~~the ~~and~~discretion ~~gas commissions. Various state and local governments have implemented or are considering increased regulatory oversight~~ of ~~hydraulic~~our ~~fracturing~~board ~~through additional permit requirements, operational restrictions, requirements for disclosure~~ of ~~chemical~~directors ~~constituents,~~ and ~~temporary~~will ~~or permanent bans on hydraulic fracturing in certain environmentally sensitive areas such as watersheds. For instance~~depend, inamong ~~December~~other ~~2011~~things, the states of Texas and Colorado adopted far-reaching rules that require the public disclosure of chemicals used in the hydraulic fracturing process, with the Texas rules applicable to fracturing treatments on ~~wells~~our ~~with initial drilling permits issued on or after February 1~~earnings, ~~2012,~~if ~~and the Colorado rules applicable to fracturing treatments performed on or after April 1~~any, ~~2012. The~~our ~~availability~~financial ofrequirements ~~this information could make it easier~~ for ~~third~~future ~~parties~~operations ~~opposing~~and ~~the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater. In addition~~growth, ~~Congress~~and ~~has~~other ~~considered~~facts ~~legislation~~as toour ~~regulation~~board ~~under the SDWA. If adopted, such legislation would establish an additional level~~ of ~~regulation~~directors ~~and~~may ~~impose~~then ~~additional~~deem ~~costs on our proposed operations~~appropriate.

~~Nearly~~Securities ~~half~~Authorized of the states in the U.S., either individually or through multi-state initiatives, have begun implementing legal measures to reduce emissions of greenhouse gases (“GHGs”). Also, the Supreme Court held in Massachusetts, et al. v. EPA (2007) that carbon dioxide may be regulated as an “air pollutant” under the federal Clean Air Act, and subsequently in December 2009, the EPA determined that GHG emissions present an endangerment to public health and the environment because such emissions, according to the EPA, are contributing to warming of the earth’s atmosphere and other climate changes. These findings allow the EPA to implement regulations that would restrict GHG emissions under existing provisions of the Clean Air Act. On November 8, 2010, the EPA finalized GHG reporting requirements for ~~the~~Issuance petroleum and natural gas industries. Under this final rule, owners or operators of facilities that contain petroleum and natural gas systems, as defined by the rule, and emit 25,000 metric tons or more of GHGs per year per basin (expressed as carbon dioxide equivalents) will report emissions from all source categories located at the facility for which emission calculation methods are defined in the rule. Owners or operators will collect emission data; calculate GHG emissions; and follow the specified procedures for quality assurance, missing data, record keeping, and reporting defined in the final rule. For purposes of the rule, an onshore petroleum and natural gas production facility is generally defined as all petroleum and natural gas equipment associated with all petroleum or natural gas production wells and CO2enhanced oil recovery operations that are under ~~common~~Equity ~~ownership~~Compensation or control, including leased, rented, and contracted activities, by an onshore petroleum and natural gas production owner or operator and that are located within a single hydrocarbon basin as defined by the American Association of Petroleum Geologists. The rule is estimated to require reporting from approximately 2,800 facilities, covering 85% of the total GHG emissions from the U.S. petroleum and natural gas industries, including all of our proposed facilities, with modeling reporting beginning in late 2012 and actual data reporting beginning in 2013. We expect these new rules to result in increased compliance costs on our operations. In addition, these rules, and any other new rules and regulations addressing GHG emissions, could result in additional operating restrictions.Plans

WeOn ~~believe~~June ~~that~~14, it2012, isGlobal ~~reasonably~~Earth ~~likely~~Energy adopted that ~~the~~certain ~~trend~~Global inEarth ~~environmental~~Energy, ~~legislation~~Inc. ~~and~~2012 ~~regulation will continue toward stricter standards. While~~Options, ~~once~~Restricted weStock ~~acquire oil~~ and ~~gas~~Performance-Based ~~properties,~~Awards weStock ~~believe~~Plan ~~that~~(the we“Plan”). The ~~will~~purposes beof inthe ~~substantial~~Stock ~~compliance~~Plan ~~with~~are ~~applicable~~to ~~environmental~~attract ~~laws~~ and ~~regulations~~retain inthe ~~effect~~best atavailable ~~that~~personnel ~~time~~for ~~and~~positions ~~that~~of ~~continued~~substantial ~~compliance~~responsibility, ~~with~~to ~~existing~~provide ~~requirements~~additional ~~will~~incentive ~~not~~to ~~have~~directors, aofficers, ~~material~~employees ~~adverse~~and ~~impact~~consultants onof ~~us,~~Global weEarth ~~cannot~~Energy ~~give~~and ~~any~~its ~~assurance~~subsidiaries ~~that~~and weto ~~will~~promote ~~not~~the besuccess ~~adversely~~of ~~affected~~our ~~in the future~~business. WeTo ~~will~~accomplish ~~establish~~the ~~internal~~foregoing, ~~guidelines~~the toPlan beprovides ~~followed~~that inwe ~~order~~may togrant ~~comply~~Options, ~~with~~Restricted ~~environmental~~Stock ~~laws~~ and ~~regulations~~Performance-Based inAwards ~~the~~(each ~~United~~as ~~States~~defined ~~and~~under ~~other~~the ~~relevant international jurisdictions~~Plan). WeOptions ~~expect~~granted tounder ~~employ~~the anPlan ~~environmental,~~may ~~health,~~be ~~and~~incentive ~~safety~~stock ~~department~~options ~~whose~~(as ~~responsibilities~~defined ~~include~~under ~~providing~~Section ~~assurance~~422 ~~that~~of ~~our~~the ~~proposed~~Internal ~~operations~~Revenue ~~will~~Code) beor ~~carried~~nonstatutory ~~out~~stock inoptions, ~~accordance~~as ~~with~~determined ~~applicable~~by ~~environmental~~the ~~guidelines~~administrator ~~and~~of ~~safety~~the ~~precautions. Although~~Plan weat ~~expect that we will maintain pollution insurance against~~ the ~~costs~~time of ~~cleanup~~grant ~~operations,~~of ~~public~~an ~~liability,~~Option and ~~physical~~subject ~~damage, there is no assurance that such insurance will be adequate~~ to ~~cover~~the ~~all~~applicable ~~such~~provisions ~~costs~~of orSection ~~that~~422 ~~such~~of ~~insurance~~the ~~will~~Internal ~~continue~~Revenue toCode, beas ~~available in the future. However~~amended, ~~until we acquire oil~~ and ~~gas~~the ~~properties,~~regulations wepromulgated ~~will not purchase any such pollution insurance~~thereunder.

11On June 14, 2012, we awarded 10,000,000 shares of restricted stock to each of our directors, Sydney A. Harland, Betty A. Harland, Edmund J. Gorman, Robert Glassen, Arthur N. Kelly, and Richard Proulx, each of whom executed a Restricted Stock Award Agreement.

~~Key~~On ~~Personnel~~November 14, 2012, we issued 100,000,000 shares of restricted stock to Sydney A. Harland, as partial payment for compensation due to him.

Our future financial success depends to a large degree upon the personal efforts of our key personnel. In our formative period, Sydney A. Harland, our chief executive officer and president, will play the major role in securing the services of those persons who can develop our business strategy and technology upon receipt of sufficient funds to pay for such services either from success through receipt of funds from earnings, borrowing or sales of common stock. While we intend to employ additional management and marketing personnel in order to minimize the critical dependency upon any one person, there can be no assurance that we will be successful in attracting and retaining the persons needed. We do not have an employment contract with Mr. Harland.12

WeThe ~~Need~~shares Towere ~~Hire~~issued ~~Specialized~~in ~~Personnel~~reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to an accredited investor, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

~~Although~~Each ~~we are committed to the continued development and growth~~ of ~~our~~Sydney ~~business,~~A. ~~we will need to engage specialized key personnel~~Harland, ~~such~~Betty ~~as underwriters and legal personnel, to assess risks of investing in lawsuits and to assist Global Earth Energy in the execution of our business model, inasmuch as Sydney~~ A. Harland, ~~our~~Edmund ~~chief~~J. ~~executive officer~~Gorman, ~~does~~Robert ~~not~~Glassen, ~~possess~~Arthur ~~the requisite level of expertise to perform such functions~~N. It isKelly, ~~possible~~and ~~that~~Richard weProulx ~~will~~was ~~not~~provided bewith ~~able~~access to ~~locate~~our ~~and~~filings ~~hire~~with ~~such~~the ~~specialized~~SEC, ~~personnel~~including onthe ~~acceptable terms.~~following:

~~Adequacy of Working Capital~~·

WeOur ~~hope~~annual toreport ~~generate sufficient capital~~ to ~~fund~~stockholders ~~our~~for ~~business~~the ~~plan~~most ~~through~~recent ~~investments~~fiscal ~~in our securities~~year, ~~revenues~~the ~~from~~definitive ~~operations,~~proxy orstatement ~~borrowings. a~~filed ~~successful resolution of the litigation~~ in ~~which~~connection wewith ~~are~~that ~~currently~~annual ~~involved. See~~report, ~~“Management’s Discussion~~ and ~~Analysis of Financial Condition and Results of Operations – Financing Activities~~,” ~~and~~if ~~“Business.” If~~requested weby ~~are~~the ~~not~~purchaser ~~able~~in ~~to raise additional capital as described above~~writing, wea ~~would~~copy ~~not~~of ~~be able to continue and~~ our ~~business~~most ~~would~~recent ~~fail. As~~Form of10-K under the Exchange ~~date of this report, we do not have any commitments for financing~~Act.

~~Our Financial Results May Be Affected by Factors Outside of Our Control~~·

~~Our~~The ~~future~~information ~~operating~~contained ~~results~~in ~~may~~an ~~vary~~annual ~~significantly~~report ~~from quarter to quarter due to a variety of factors, many of which are outside our control. Our anticipated expense levels are based, in part,~~ on ~~our~~Form ~~estimates~~10-K ofunder ~~future~~the ~~revenues~~Exchange ~~and may vary from projections~~Act. We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall. Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially adversely affect our business, operating results, and financial condition.

~~Employees~~·

AsThe ofinformation ~~the~~contained ~~date~~in ~~of this report, we do not have~~ any ~~employees. We~~reports door ~~not~~documents ~~currently~~required ~~anticipate~~to ~~that~~be wefiled ~~will~~by ~~hire any employees in~~ the ~~next~~Registrant ~~six~~under ~~months. However~~sections 13(a),14(a), ~~as our operations expand~~14(c), weand ~~will~~15(d) ~~need~~of ~~to employ~~ the ~~persons~~Exchange ~~that~~Act wesince ~~may~~the ~~need. We~~distribution door ~~not~~filing ~~feel~~of ~~that~~the wereports ~~would~~specified ~~have any difficulty in locating needed help~~above.

From time-to-time, we anticipate that we will use the services of independent contractors and consultants to support our business development. We believe our future success depends in large part upon the continued service of our senior management personnel and our ability to attract and retain highly qualified managerial personnel.·

~~Transfer~~A ~~Agent~~brief description of the securities being offered, and any material changes in the Registrant’s affairs that are not disclosed in the documents furnished.

~~Our~~A ~~transfer~~copy ~~agent~~of iseach ~~Transfer~~of ~~Online~~the Global Earth Energy, Inc. 2012 Options, ~~whose~~Restricted ~~address~~Stock isand ~~512~~Performance-Based SEAwards ~~Salmon~~Stock ~~Street,~~Plan ~~Portland,~~and ~~Oregon~~the ~~97214,~~executed ~~and~~Restricted ~~telephone~~Stock ~~number~~Award ~~(503)~~Agreement ~~227~~for each of our directors was attached as an exhibit to our current report on Form 8-~~2950~~K filed with the SEC on June 15, 2012.

~~Item~~On 1AApril 17, 2013 the Company adopted the Global Earth Energy Employee Directors and Consultants Stock Plan for the year 2013. The 250,000,000 shares of common stock to be issued under that plan was registered with the United States Securities and Exchange Commission in a registration statement on Form S-8. The purpose of the plan was to attract qualified officers, directors, and consultants and to provide compensation to those individuals.

~~Risk~~On ~~Factors~~August 21, 2013 the Company adopted the Global Earth Energy Employee Directors and Consultants Stock Plan No. 2 for the year 2013. The 250,000,000 shares of common stock to be issued under that plan was registered with the United States Securities and Exchange Commission in a registration statement on Form S-8. The purpose of the plan was to attract qualified officers, directors, and consultants and to provide compensation to those individuals.

~~Not~~On ~~applicable~~November 8, 2013 the Company adopted the Global Earth Energy Employee Directors and Consultants Stock Plan No. 3 for the year 2013. The 200,000,000 shares of common stock to be issued under that plan was registered with the United States Securities and Exchange Commission in a registration statement on Form S-8. The purpose of the plan was to attract qualified officers, directors, and consultants and to provide compensation to those individuals.

~~Item~~Recent ~~1B.~~Sales of Unregistered Securities

~~Unresolved~~In ~~Staff~~addition ~~Comments.~~to the issuances described in “Securities Authorized for Issuance under Equity Compensation Plans,” above:

~~None.~~·

On June 12, 2012, we issued 24,138 shares of our common stock to Asher Enterprises, Inc., as a result of the partial conversion of a convertible promissory note dated April 27, 2011, in the original principal amount of $27,500.00. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

~~Item 2.~~·

~~Properties~~On October 17, 2012, we issued 2,161,290 shares of our common stock to Asher Enterprises, Inc., as a result of the partial conversion of a convertible promissory note dated April 27, 2011, in the original principal amount of $27,500.00. The shares were issued free of any restrictions pursuant to Rule 144 under the Securities Act.

Our corporate office is located at 1213 Culbreth Drive, Wilmington, North Carolina 28405, which we rent at the rate of $250.00 per month. In addition, we use approximately 400 square feet of office space at 5050 De Sorel, Suite 110, Montreal, Quebec, Canada H4P 1G5. We believe that all of our facilities are adequate for at least the next 12 months. We expect that we could locate other suitable facilities at comparable rates, should we need more space.13

~~Item~~All 3.of the above described investors who received shares of our common stock were provided with access to our filings with the SEC, including the following:

~~Legal Proceedings.~~·

WeOur ~~are~~annual ~~aware~~report ofto ~~the~~stockholders ~~filing~~for of one lawsuit against us, styled The Pelas Group, Inc. v. Sydney Harland, Knightsbridge Corporation, Global Earth Energy, Inc., and DOES 1through 15, inclusive, under Case No. 37-2012-00104417-CU-BC-CTL, pending in the ~~Superior~~most ~~Court~~recent offiscal ~~the State of California~~year, ~~County of San Diego, Central Judicial District, filed on October 4, 2012. Although~~ the ~~lawsuit~~definitive ~~has~~proxy ~~apparently~~statement ~~been~~ filed, ~~we have not been served. The allegations~~ in ~~the~~connection ~~lawsuit~~with ~~appear~~that toannual ~~be against our president~~report, ~~Sydney Harland~~and, ~~and~~if ~~our~~requested ~~wholly-owned~~by ~~subsidiary,~~investors ~~Knightsbridge~~in ~~Corporation~~writing, ~~arising~~a ~~out~~copy of aour ~~consulting~~most ~~agreement~~recent ~~between~~Form the plaintiff and Knightsbridge Corporation dated August 5, 2009. There does not appear to be any viable claim leveled against Global Earth Energy; the alleged claim is only directed against Mr. Harland and our wholly10-~~owned~~K ~~subsidiary,~~under ~~Knightsbridge Corporation. Inasmuch as service has not been perfected, it is too early to comment on~~ the Exchange ~~status or possible outcome of the litigation~~Act. ~~We will vigorously defend our position.~~

~~Item 4.~~·

~~(Removed~~The ~~and~~information ~~Reserved)~~contained in an annual report on Form 10-K under the Exchange Act.

~~Not applicable.~~·

~~PART~~The IIinformation contained in any reports or documents required to be filed by Global Earth Energy under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

~~Item 5.~~·

~~Market~~A ~~for~~brief ~~Registrant’s~~description ~~Common~~of ~~Equity,~~the ~~Related~~securities ~~Stockholder~~being ~~Matters~~offered, and ~~Issuer~~any ~~Purchases~~material ofchanges ~~Equity~~in ~~Securities~~our affairs that are not disclosed in the documents furnished.

~~Since~~ITEM ~~April 17, 2006, following the change in our corporate name from International Development Corp~~6. to Global Wataire, Inc., our common stock was quoted on the OTC Bulletin Board under the symbol “GWTE.OB.” Beginning in July 2001, until December 9, 2004, our symbol was “OZLU.OB.” When we changed our corporate name from Ozolutions, Inc. to International Development Corp. on December 9, 2004, our symbol changed to “IDVL.OB.” Subsequently, when we changed our corporate name to Global Earth Energy Inc. on February 5, 2008, our symbol changed to “GEEG.OB” On May 20, 2009, our symbol changed to “GLER.OB.” Since, February 17, 2011, our shares have been quoted on the OTCQB maintained by The OTC Markets Group under the symbol “GLER.”

~~The~~SELECTED ~~following~~FINANCIAL table sets forth, taking into consideration the one for 1,500 reverse split of our common stock which occurred on May 21, 2012, the high and low bid prices for our common stock on the OTCQB as reported by various market makersDATA. ~~The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.~~

	High	Low
Quarter Ended:
February 28, 2011 May 31, 2011 August 31, 2011 November 30, 2011	$0.021 $0.0133 $0.0051 $0.7463	$0.0031 $0.0034 $0.0026 $0.4478
Quarter Ended:
February 29, 2012 May 31, 2012 (1) August 31, 2012 November 30, 2012	$0.4478 $0.45 $0.01 $0.0035	$0.2985 $0.45 $0.01 $0.0034

Not applicable.

~~_____________~~ITEM 7.

~~(1)~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~This~~THE ~~price~~FOLLOWING ~~takes~~DISCUSSION ~~into~~SHOULD ~~account~~BE ~~the~~READ ~~one~~TOGETHER ~~for~~WITH ~~1,500~~THE ~~reverse~~INFORMATION ~~split~~CONTAINED ~~which~~IN ~~occurred~~THE onFINANCIAL ~~May,~~STATEMENTS ~~21,~~AND ~~2012~~RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

13The 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, particularly under the headings “Special Note Regarding Forward-Looking Statements.”

AsUnless ofthe ~~November~~context ~~30,~~otherwise ~~2012~~suggests, “we ~~had 340~~,~~409,338~~” ~~shares of~~ “our ~~common stock issued~~,” ~~with 173~~“us,~~857,827~~” ~~shares~~and ~~outstanding,~~similar ~~of which 16~~terms,~~198,617~~ ~~shares~~as ~~were~~well ~~unrestricted~~as ~~and~~references ~~157,659,210~~to ~~shares~~“Global ~~were~~Earth ~~restricted. Our shares of common stock are held by approximately 1~~Energy,~~704~~” ~~stockholders~~all ofrefer ~~record. The~~to ~~number~~Global ofEarth ~~record~~Energy ~~holders~~as ~~was determined from the records~~ of ~~our transfer agent and does not include beneficial owners of our common stock whose shares are held in~~ the ~~names~~date of ~~various~~this ~~securities brokers, dealers, and registered clearing agencies~~report. ~~There is no trading market for the shares of our preferred stock.~~

~~Dividends~~ Results of Operations

We Comparison have not paid or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future. Any future dividends will be declared at the discretion of ~~our~~consolidated ~~board~~results of ~~directors~~operations ~~and~~for ~~will~~the ~~depend,~~years ~~among~~ended ~~other~~August ~~things~~31, on2013 ~~our~~and ~~earnings,~~August ~~if any~~31, ~~our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate~~2012.

~~Securities~~ Revenue ~~Authorized~~for each of the years ending August 31, 2013 and 2012, was $-0-. Cost of goods sold was $-0-, for ~~Issuance~~each ~~under~~of ~~Equity~~the ~~Compensation~~years ~~Plans~~ending August 31, 2013 and 2012. Gross profit was $-0- for fiscal 2013 and 2012.

On The ~~June~~net ~~14,~~loss ~~2012,~~for ~~Global~~the ~~Earth~~year ~~Energy~~ended ~~adopted~~August ~~that~~31, ~~certain Global Earth Energy~~2013, ~~Inc.~~was ~~2012 Options~~$3,950,273 ~~Restricted~~compared ~~Stock~~to ~~and~~a ~~Performance-Based~~net ~~Awards~~loss ~~Stock~~of ~~Plan~~$24,996,084 ~~(the~~for ~~“Plan”). The purposes of~~ the ~~Stock~~year ~~Plan~~ended ~~are~~August to31, ~~attract~~2012. Expenses ~~and~~for ~~retain~~ the ~~best~~year ~~available~~ended ~~personnel~~August ~~for~~31, ~~positions~~2013, ofdecreased ~~substantial responsibility~~$21,045,811 toover ~~provide~~the ~~additional~~year ~~incentive~~ended toAugust ~~directors~~31, ~~officers,~~2012. Decreases ~~employees~~in ~~and~~total ~~consultants~~expenses ofcan ~~Global~~be ~~Earth~~directly ~~Energy~~attributable ~~and~~to ~~its~~an ~~subsidiaries~~decrease ~~and~~in tocompensation ~~promote~~expenses ~~the success~~ of ~~our business. To accomplish the foregoing~~$22,926,406, ~~the~~a ~~Plan~~decrease ~~provides~~in ~~that~~consulting weexpense ~~may~~of ~~grant Options~~$650,734, ~~Restricted~~an ~~Stock~~increase ~~and~~in ~~Performance-Based~~general ~~Awards~~and ~~(each~~administrative ascosts ~~defined~~of ~~under~~$297,231, ~~the~~a ~~Plan). Options~~increase ~~granted~~in ~~under~~interest ~~the~~expense ~~Plan may be incentive stock options (as defined under Section 422~~ of ~~the Internal Revenue Code) or nonstatutory stock options~~$95,978, asimpairment ~~determined~~loss ~~by the administrator~~ of ~~the~~$21,403, ~~Plan~~loss aton ~~the~~debt ~~time~~modifications of ~~grant~~$1,004,383 ofand an ~~Option~~increase ~~and~~in ~~subject~~loss toon ~~the~~derivative ~~applicable provisions~~ of ~~Section 422 of the Internal Revenue Code~~$1, ~~as amended~~112, ~~and the regulations promulgated thereunder~~334.

On Liquidity ~~June 14, 2012, we awarded 10,000,000 shares of restricted stock to each of our directors, Sydney A. Harland, Betty A. Harland, Edmund J. Gorman, Robert Glassen, Arthur N. Kelly,~~ and ~~Richard~~Capital ~~Proulx, each of whom executed a Restricted Stock Award Agreement.~~Resources

OnComparison ~~November~~for ~~14,~~the ~~2012,~~fiscal weyears ~~issued~~ended ~~100~~August 31,~~000,000~~ ~~shares~~2013 ofand ~~restricted~~August ~~stock to Sydney A. Harland~~31, ~~as partial payment for compensation due to him~~2012.

The shares were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated under the Securities Act. Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to an accredited investor, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.14

~~Each~~0Our ofoperations ~~Sydney~~used A.approximately ~~Harland~~$90,643 ~~Betty~~in A.cash ~~Harland,~~during ~~Edmund~~the J.year ~~Gorman,~~ended ~~Robert~~August ~~Glassen~~31, ~~Arthur N~~2013. Cash ~~Kelly~~required during the year ended August 31, ~~and~~2013, ~~Richard~~came ~~Proulx~~principally ~~was~~from ~~provided~~the ~~with~~proceeds ~~access~~from tothe ~~our~~issuance ~~filings~~of ~~with~~debt in the ~~SEC~~amount of $71,000 ~~including~~and ~~the~~advances ~~following:~~from directors of $19,649.

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

Our annual report to stockholders for the most recent fiscal year, the definitive proxy statement filed in connection with that annual report, and, if requested by the purchaser in writing, a copy of our most recent Form 10-K under the Exchange Act. Seasonality

· Our proposed business is not subject to seasonality.

~~The~~ITEM ~~information contained in an annual report on Form 10-K under the Exchange Act~~7A.

·QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~The~~Not information contained in any reports or documents required to be filed by the Registrant under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified aboveapplicable.

·ITEM 8.

AFINANCIAL ~~brief~~STATEMENTS ~~description~~AND ofSUPPLEMENTARY ~~the securities being offered, and any material changes in the Registrant’s affairs that are not disclosed in the documents furnished~~DATA.

14The financial statements and related notes are included as part of this annual report as indexed in the appendix on page F-1, et seq.

AITEM ~~copy of each of the Global Earth Energy, Inc~~9. 2012 Options, Restricted Stock and Performance-Based Awards Stock Plan and the executed Restricted Stock Award Agreement for each of our directors was attached as an exhibit to our current report on Form 8-K filed with the SEC on June 15, 2012.

OnCHANGES ~~June~~IN 22AND ~~and~~DISAGREEMENTS ~~26,~~WITH ~~2012,~~ACCOUNTANTS weON ~~issued~~ACCOUNTING ~~2,100,000~~AND ~~shares~~FINANCIAL ~~of our common stock to each of Mr~~DISCLOSURE. and Mrs. Harland, which had been registered pursuant to our registration statement on Form S-8 filed with the SEC on June 7, 2012. However, given the fact that Mr. and Mrs. Harland are affiliates of Global Earth Energy under the rules of the SEC, Rule 144 under the Securities Act restricts the amount and manner of the sale of any such shares. In August 2012, we cancelled the issuance of 425,618 shares of our common stock to our attorney, Norman T. Reynolds, pursuant to our registration statement on Form S-8 filed with the SEC on June 7, 2012.

~~Recent~~During ~~Sales~~the oflast ~~Unregistered~~two ~~Securities~~fiscal years, we have had no disagreements with our accountants on accounting and financial disclosure.

InITEM ~~addition to the issuances described in “Securities Authorized for Issuance under Equity Compensation Plans,” above:~~9A(T).

·CONTROLS AND PROCEDURES.

OnThe ~~June~~term ~~12,~~“disclosure ~~2012,~~controls weand ~~issued~~procedures” ~~24,138~~means ~~shares~~controls and other procedures of ~~our~~an ~~common~~issuer ~~stock~~that are designed to ~~Asher~~ensure ~~Enterprises,~~that ~~Inc.,~~information asrequired ato ~~result~~be ofdisclosed by the ~~partial~~issuer ~~conversion~~in ofthe areports ~~convertible~~that ~~promissory~~it ~~note~~files ~~dated~~or ~~April~~submits 27under the Exchange Act (15 U.S.C. 78a, ~~2011~~et seq.) is recorded, inprocessed, summarized and reported, within the ~~original~~time ~~principal~~periods ~~amount~~specified ofin ~~$27,500~~the Commission’s rules and forms.~~00.~~ ~~The~~Disclosure ~~shares~~controls ~~were~~and ~~issued~~procedures ~~free~~include, ofwithout ~~any~~limitation, ~~restrictions~~controls ~~pursuant~~and procedures designed to ~~Rule~~ensure ~~144~~that information required to be disclosed by an issuer in the reports that it files or submits under the ~~Securities~~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:

On-Pertain ~~October 17, 2012, we issued 2,161,290 shares of our common stock~~ to ~~Asher Enterprises, Inc., as a result of~~ the ~~partial~~maintenance ~~conversion~~ of arecords ~~convertible promissory note dated April 27~~that, ~~2011,~~ in ~~the~~reasonable ~~original~~detail, ~~principal~~accurately ~~amount~~and offairly ~~$27,500.00. The~~reflect ~~shares~~the ~~were~~transactions ~~issued~~and ~~free~~dispositions of ~~any~~our ~~restrictions pursuant to Rule 144 under the Securities Act.~~assets;

~~All~~-Provide ofreasonable ~~the~~assurance ~~above~~that ~~described~~transactions ~~investors~~are ~~who~~recorded ~~received~~as ~~shares~~necessary ofto ~~our~~permit ~~common~~preparation ~~stock~~of ~~were~~financial ~~provided~~statements in accordance with ~~access~~generally toaccepted ~~our~~accounting ~~filings~~principles, ~~with~~and that receipts and expenditures of the ~~SEC,~~issuer ~~including~~are being made only in accordance with authorizations of management and directors of the ~~following:~~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 annual report to stockholders for the most recent fiscal year, the definitive proxy statement filed in connection with that annual report, and, if requested by investors in writing, a copy of our most recent Form 10-K under the Exchange Act.15

·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.

~~The~~Evaluation ~~information~~of ~~contained~~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 ~~annual~~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 ~~Form~~that ~~10-K~~evaluation and because of certain material weaknesses identified below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are currently not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. During the year ended August 31, 2013 we identified the following conditions that indicated that our internal control over financial reporting and our disclosure controls and procedures were not effective:

·-Accounts payable and accrued expenses are inadequately being maintained as there is no policy for unpaid invoice documentation.

~~The~~-Reconciliations ~~information~~of ~~contained~~shares inoutstanding ~~any~~between ~~reports~~the oraccounting ~~documents~~records ~~required to be filed by Global Earth Energy under sections 13(a), 14(a), 14(c),~~ and ~~15(d) of~~ the ~~Exchange~~stock ~~Act~~transfer ~~since~~agent ~~the~~are ~~distribution~~not orperformed ~~filing of the reports specified above~~timely.

·-

AThe ~~brief~~Company ~~description~~has ~~of the securities being offered, and any~~ material ~~changes~~weaknesses in ~~our~~providing ~~affairs~~GAAP ~~that~~compliant ~~are~~financial ~~not~~statement ~~disclosed~~disclosures inwithout ~~the~~external ~~documents furnished~~assistance.

~~Purchases of Equity Securities by the Registrant and Affiliated Purchasers~~-

~~Except~~The asCompany ~~specified~~lacks ~~herein,~~proper ~~there~~segregation ~~were no purchases~~ of ~~our equity securities by Global Earth Energy or any affiliated purchasers during any month within the fourth quarter of the fiscal year covered by this annual report~~duties.

~~Item~~Changes 6in Internal Controls over Financial Reporting.

~~Selected Financial Data~~ None.

~~Not~~ITEM ~~applicable~~9B.

15OTHER INFORMATION.

~~Item 7~~None.

~~Management’s~~PART ~~Discussion and Analysis of Financial Condition and Results of Operations.~~III

~~THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.~~16

~~The~~ITEM ~~following discussion reflects our plan of operation~~10. 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, particularly under the headings “Special Note Regarding Forward-Looking Statements.”

~~Unless the context otherwise suggests~~DIRECTORS, ~~“we,”~~EXECUTIVE ~~“our,”~~OFFICERS ~~“us,”~~AND ~~and~~CORPORATE ~~similar terms, as well as references to “Global Earth Energy,” all refer to Global Earth Energy as of the date of this report~~GOVERNANCE.

~~Results~~The following table sets forth information concerning the directors and executive officers of ~~Operations~~Global Earth Energy as of the date of this report:

Comparison of consolidated results of operations for the years ended August 31, 2012 and August 31, 2011.



Name	Age	Position	Director Since

Betty A. Harland	62	Chairman of the Board	2004
Sydney A. Harland	63	President, Chief Executive Officer, and Director	2006
Edmund J. Gorman	67	Chief Financial Officer, Principal Accounting Officer, Secretary, and Director	2006

~~Revenue~~The ~~for~~members ~~each~~of our board of directors are subject to change from time to time by the ~~years~~vote ~~ending~~of ~~August~~the ~~31,~~stockholders ~~2012~~at ~~and~~special ~~2011,~~or ~~was~~annual ~~$-0-~~meetings to elect directors. ~~Cost~~Our current board of ~~goods~~directors ~~sold~~consists ~~was~~of two 2 ~~$-0-~~directors, ~~for~~none ~~each~~ of ~~the~~whom ~~years~~have ~~ending~~any ~~August~~expertise ~~31,~~in ~~2012~~the ~~and~~proposed ~~2011~~business of Global Earth Energy. ~~Gross~~Upon ~~profit~~receipt ~~was~~of ~~$-0-~~sufficient funds to pay for ~~fiscal~~consultants ~~2012~~as described elsewhere in this report either through receipt of funds from borrowing or sales of common stock, we intend to seek directors and ~~2011~~officers who would be able to properly execute our proposed business plan.

The ~~net~~foregoing ~~loss for the year ended August 31~~notwithstanding, ~~2012,~~except ~~was~~as ~~$24,996,084~~otherwise ~~compared~~provided toin aany ~~net~~resolution ~~loss~~or resolutions of ~~$4,520,865 for~~ the ~~year ended August 31~~board, ~~2011. Expenses~~directors ~~for~~who ~~the~~are ~~year~~elected ~~ended~~at ~~August~~an ~~31,~~annual ~~2012,~~meeting ~~increased~~of ~~$20~~stockholders,~~475,219~~ ~~over~~and ~~the~~directors ~~year~~elected ~~ended August 31, 2011. Increases~~ in ~~total~~the ~~expenses~~interim ~~can be directly attributable~~ to anfill ~~increase~~vacancies inand ~~compensation~~newly ~~expenses~~created ~~of $23~~directorships,~~034,035,~~ awill ~~decrease~~hold inoffice ~~consulting~~for ~~expense~~the ofterm ~~$684,121,~~for awhich ~~decrease~~elected ~~in general~~ and ~~administrative~~until ~~costs~~their ofsuccessors ~~$230,537,~~are aelected ~~decrease~~and inqualified ~~interest~~or ~~expense~~until oftheir ~~$21,425~~earlier ~~and impairment loss of $444~~death,~~643~~ ~~resulting~~resignation ~~from~~or ~~the impairment of a joint venture~~removal.

~~Liquidity~~Whenever the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of the board, vacancies and ~~Capital~~newly ~~Resources~~created directorships of such class or classes or series thereof may generally be filled by a majority of the directors elected by such class or classes or series then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled to elect such director or directors. Officers are elected annually by the directors. Sydney A. Harland and Betty A. Harland are married. Otherwise, there are no family relationships among our directors and officers.

~~Comparison~~We ~~for~~may ~~the~~employ ~~fiscal~~additional ~~years~~management ~~ended~~personnel, ~~August~~as ~~31,~~our ~~2012~~board ~~and~~of ~~August~~directors 31deems necessary. Global Earth Energy has not identified or reached an agreement or understanding with any other individuals to serve in management positions, ~~2011~~but does not anticipate any problem in employing qualified staff.

~~Our~~A ~~operations~~description ~~used~~of ~~approximately $118,430 in cash during~~ the ~~year~~business ~~ended~~experience ~~August~~for ~~31,~~each ~~2012. Cash~~of ~~required during~~ the ~~year~~directors ~~ended~~and ~~August~~executive ~~31,~~officers ~~2012, came principally from the proceeds from the issuance~~ of ~~debt~~Global inEarth ~~the~~Energy ~~amount~~is ofset ~~$109,250~~forth below.

InBetty ~~pursuing~~A. ~~our~~Harland ~~marketing~~has ~~and~~over ~~sale~~30 years of ~~our~~experience ~~products~~in ~~under~~a ~~our~~variety ~~new~~of ~~business~~senior ~~plan,~~management wepositions. Prior ~~estimate~~to joining our ~~operational~~board, ~~expenses~~she ~~during~~was ~~the~~vice- ~~next~~president 12of ~~months~~Ameri-can ~~will~~Equipment beSales ~~approximately~~and $6Leasing. From 1988 to 1995,~~000~~ she worked in finance,~~000~~ insurance and sales consulting.00 Currently she is the COO of Ameri-can Equipment & Leasing Inc. and the controlling shareholder of Global Earth Energy.

AsSydney ~~discussed~~A. byHarland ~~our~~has ~~accountants~~over 25 years of business experience, primarily in ~~the~~management ~~audited~~of ~~financial~~new ~~statements~~innovative ~~included~~product solutions, in ~~this~~the ~~report~~railway, ~~our~~telecommunications, ~~revenues~~electrical ~~are~~utilities ~~currently~~and ~~insufficient~~mining industries. Mr. Harland is an entrepreneur who ran his own company, Ameri-can Equipment Sales & Leasing Inc. for 20 years - until 2005. Between 1995 and 2000, Mr. Harland also worked on a consulting basis for Ontario Power Generation's technology lab where he was mandated to ~~cover~~develop ~~our~~marketing ~~costs~~and commercialization plans for OPG's specialized technology and ~~expenses~~customer service offerings. In 1998, he co-founded ARS Networks and ~~our~~served ~~lack~~as ofchairman, ~~sources~~president and chief executive officer on a consulting basis. ARS was a fully reporting publicly traded company that was engaged in the design and development of ~~revenue~~advanced ~~raise~~railway ~~substantial~~communications ~~doubts~~and ~~about~~data ~~our~~management ~~ability~~systems. He toholds ~~continue~~two aspatents and has been elected a ~~going~~member ~~concern~~of the Canadian Institute of Marketing and the American Railway Engineering and Maintenance-of-Way Association.

~~Seasonality~~17

~~Our~~Edward ~~proposed~~J. ~~business~~Gorman ishas ~~not~~over ~~subject~~30 years of progressive experience in corporate finance, organizational development and strategic planning. In 1973, he joined Deloite Touche and in 1978, moved to ~~seasonality~~Morrison Knudsen Corporation in Boise, Idaho, where he worked for almost 20 years in various executive positions, starting with the company as international legal and tax counsel, he rose to become Chief Financial Officer and Treasurer. In 1995, Mr. Gorman joined American Ecology Corporation of Houston, Texas, a NASDAQ company specializing in nuclear, medical waste and hazardous waste disposal, serving first as a Chief Financial Officer and then President and Chief Operating Officer. In 1997, Mr. Gorman founded E.J. Gorman & Associates, a financial and legal consulting firm specializing in project financing, company start-ups and organizational development. He holds degrees of Bachelor of Science and Doctor of Jurisprudence from the University of Oregon and a Post Doctorate (L.L.M.) in Law from New York University.

~~Impact~~Committees of ~~Inflation~~the Board

~~General~~We ~~inflation~~do innot ~~the~~currently ~~economy~~have ~~has~~an ~~driven~~Audit, ~~the~~Executive, ~~operating~~Finance, ~~expenses~~Compensation, or Nominating Committee, or any other committee of ~~many~~the ~~businesses~~board ~~higher~~of directors, although, we previously did have such committees. We ~~will~~decided ~~continuously~~to ~~seek~~disband ~~methods~~the ofcommittees, ~~reducing~~until ~~costs~~such ~~and~~time ~~streamlining~~as our operations ~~while~~justify ~~maximizing~~the ~~efficiency~~expenditure ~~through~~of ~~improved~~time ~~internal~~and ~~operating~~effort ~~procedures~~required ~~and~~for ~~controls~~each committee to function. ~~While~~However, we ~~are~~have ~~subject~~adopted tocharters ~~inflation~~for asthese ~~described above~~committees, ~~our~~in ~~management~~the ~~believes~~event that ~~inflation~~we ~~currently~~elect ~~does~~to ~~not~~implement ~~have~~them aagain. Copies ~~material~~of ~~effect~~the oncharters ~~our~~for ~~operating~~each ~~results. However,~~proposed ~~inflation~~committee ~~may~~have ~~become~~been afiled ~~factor~~with in the ~~future~~SEC.

16The responsibilities of these committees are fulfilled by our board of directors and all of our directors participate in such responsibilities, none of whom is “independent” as defined under Rule 4200(a)(15) of the NASD’s listing standards described below, as our financial constraints have made it extremely difficult to attract and retain qualified independent board members. In addition, we do not currently have an “audit committee financial expert” as such term is defined in the Securities Act. Since we do not have any of the subject committees, our entire board of directors participates in all of the considerations with respect to our audit, compensation and nomination deliberations.

~~Critical~~Rule ~~Accounting~~4200(a)(15) ~~Policies~~of the NASD’s listing standards defines an “independent director” as a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The following persons shall not be considered independent:

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

WeA ~~recognize~~director ~~revenue~~who ~~in accordance with Staff Accounting Bulletin No. 101~~is, ~~“Revenue~~or ~~Recognition~~at inany ~~Financial~~time ~~Statements.” Sales~~during ~~are~~the ~~recorded~~past ~~when~~three ~~products~~years ~~are shipped to customers. Provisions for discounts and rebates to customers~~was, ~~estimated~~employed ~~returns~~by ~~and allowances and other adjustments are provided for in~~ the ~~same period the related sales are recorded.~~company;

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

~~Financing~~A ~~Activities~~director who accepted or who has a Family Member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than as an executive officer) of the company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation. Provided, however, that in addition to the requirements contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under Rule 4350(d).

We plan to fund our proposed operations from revenues from operations, the sale of our securities, and loans. At present, we do not have any commitments with respect to future financings. If we are unable to raise the capital we need to finance our business going forward, our proposed business will likely fail.·

AtA ~~present,~~director wewho dois ~~not~~a ~~have~~Family ~~sufficient~~Member ~~capital~~of onan ~~hand~~individual towho ~~fund~~is, ~~our~~or ~~proposed~~at ~~operations~~any ~~for~~time during the ~~next~~past 12three ~~months. We~~years ~~estimate that we will need at least $6~~was,~~000,000.00~~ toemployed ~~fund~~by ~~our operations over~~ the ~~next~~company 12as ~~months. These~~an ~~funds~~executive ~~will be spent to fund tour proposed oil and gas operations.~~officer;

As of August 1, 2012, we executed a Settlement Agreement with Robert Levitt, to whom we owed the sum of $303,250, due to a Note Payable. Due to our financial constraints Mr. Levitt agreed that he could be repaid in shares of our common stock valued at a price per share of $0.001 for a total of 303,250,000 shares. However, Mr. Levitt will not be issued any shares, if after any such issuance, he should own in excess of 4.99% of our outstanding shares upon conversion at any one time. Further, notwithstanding anything contained to the contrary in the Settlement Agreement, we, at anytime shall have the right to pay in cash the balance then owning on the unconverted Note Payable.18

~~A copy of the Settlement Agreement with Mr. Levitt is attached as an exhibit to this report.~~·

~~Quantitative~~A ~~and~~director ~~Qualitative~~who ~~Disclosures~~is, ~~About~~or ~~Market~~has ~~Risk~~a Family Member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs.

We conduct all of our transactions 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.·

~~Stock-Based~~A ~~Compensation~~director of the issuer who is, or has a Family Member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the issuer serve on the compensation committee of such other entity; or

Stock-based compensation is computed in accordance with FASB ASC 718 (prior authoritative literature: FASB Statement No. 123R). FASB ASC 718 replaces SFAS No. 123R which requires all share-based payment to employees, including grants of employee stock options, to be recognized as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Global Earth Energy has selected the Black-Scholes option pricing model as the most appropriate fair value method for our awards and have recognized compensation costs immediately as our awards are 100% vested.·

~~Global~~A ~~Earth~~director ~~Energy’s~~who ~~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~~is, ~~EITF 96-18, “Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring,~~ or inhas ~~Conjunction~~a ~~with~~Family ~~Selling,~~Member ~~Goods~~who ~~or Services” and EITF 00-18~~is, ~~“Accounting~~a ~~Recognition~~current ~~for~~partner ~~Certain Transactions Involving Equity Instruments Granted to Other Than Employees.”) The measurement date for the fair value~~ of the ~~equity~~company’s ~~instruments~~outside ~~issued~~auditor, isor ~~determined~~was ~~at the earlier of (i) the date at which~~ a ~~commitment~~partner ~~for performance by the consultant~~ or ~~vendor~~employee isof ~~reached or (ii)~~ the ~~date at which the consultant or vendor~~company’s ~~performance~~outside isauditor ~~complete. In~~who ~~the~~worked 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~~company’s ~~value~~audit ofat ~~the~~any ~~related~~time ~~stock~~during orany ~~options or the fair value~~ of the ~~services,~~past ~~whichever~~three ~~is more readily determinable in accordance with ASC 718~~years.

17We hope to add qualified independent members of our board of directors at a later date, depending upon our ability to reach and maintain financial stability.

~~Recently~~Audit ~~Issued Accounting Pronouncements~~Committee

InThe ~~October~~entire ~~2012,~~board of directors performs the ~~Financial~~functions ~~Accounting~~of ~~Standards~~an ~~Board~~audit ~~(FASB)~~committee, ~~issued~~but ~~Accounting~~no ~~Standards~~written ~~Update~~charter ~~(ASU)~~governs ~~2012-04,~~the ~~“Technical~~actions ~~Corrections~~of ~~and~~the ~~Improvements”~~board inwhen ~~Accounting~~performing ~~Standards~~the ~~Update~~functions ~~No.~~of ~~2012-04~~what would generally be performed by an audit committee. The ~~amendments~~board inapproves ~~this~~the ~~update~~selection ~~cover~~of aour ~~wide~~independent ~~range~~accountants ofand ~~Topics~~meets inand interacts with the ~~Accounting~~independent ~~Standards~~accountants ~~Codification~~to discuss issues related to financial reporting. ~~These~~In ~~amendments~~addition, ~~include~~the ~~technical~~board ~~corrections~~reviews the scope and ~~improvements~~results toof the ~~Accounting~~audit ~~Standards~~with ~~Codification~~the ~~and~~independent ~~conforming~~accountants, ~~amendments~~reviews ~~related~~with tomanagement ~~fair~~and ~~value~~the ~~measurements. The~~independent ~~amendments~~accountants inour ~~this~~annual ~~update~~operating ~~will~~results, beconsiders ~~effective~~the ~~for~~adequacy ~~fiscal~~of ~~periods~~our ~~beginning~~internal ~~after~~accounting ~~December~~procedures ~~15,~~and ~~2012. The~~considers ~~adoption~~other ofauditing ~~ASU~~and ~~2012-04~~accounting ismatters ~~not~~including ~~expected~~fees to ~~have~~be apaid ~~material~~to ~~impact~~the onindependent ~~our~~auditor ~~financial~~and ~~position~~the orperformance ~~results~~ of ~~operations~~the independent auditor.

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

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

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

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

~~Off-Balance Sheet Arrangements~~·

WeOur doneeds ~~not~~with ~~have~~respect ~~any~~to ~~off-balance~~the ~~sheet~~particular ~~arrangements.~~talents and experience of our directors;

~~Item 7A.~~·

~~Quantitative~~The knowledge, skills and ~~Qualitative~~experience ~~Disclosures~~of ~~About~~nominees, ~~Market~~including ~~Risk.~~experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the board;

~~Not applicable.~~·

~~Item~~Experience 8.in political affairs;

~~Financial Statements and Supplementary Data.~~·

~~The~~Experience ~~financial~~with ~~statements~~accounting rules and ~~related~~practices; ~~notes are included as part of this annual report as indexed in the appendix on page F-1, et seq.~~and

18·

~~Item~~The 9desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new board members.

~~Changes~~Our ingoal is to assemble a board that brings together a variety of perspectives and ~~Disagreements~~skills ~~with~~derived ~~Accountants~~from onhigh ~~Accounting~~quality business and ~~Financial~~professional ~~Disclosure~~experience. In doing so, the board will also consider candidates with appropriate non-business backgrounds.

~~During the last two fiscal years, we have had no disagreements with our accountants on accounting and financial disclosure.~~19

~~However,~~Other onthan ~~March~~the 2foregoing, ~~2011~~there are no stated minimum criteria for director nominees, wealthough ~~dismissed~~the board may also consider such other factors as it may deem are in our ~~independent~~best ~~auditor,~~interests ~~EFP~~as ~~Rotenberg~~well ~~(“EFP~~as ~~Rotenberg”)~~our stockholders. In addition, ~~which~~the ~~dismissal~~board ~~was~~identifies ~~reported~~nominees by first evaluating the current members of the board willing to continue in service. Current members of the board with skills and experience that are relevant to our ~~current~~business ~~report~~and onwho ~~Form~~are 8willing to continue in service areconsidered for re-Knomination. If ~~filed~~any onmember ~~March~~of 2the board does not wish to continue in service or if the board decides not to re-nominate a member for re-election, ~~2011~~the board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the board are polled for suggestions as to individuals meeting the criteria described above. The board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

~~EFP~~Section ~~Rotenberg’s reports on our financial statements for the year ended August 31, 2010, did not contain an adverse opinion or~~ 16(a) ~~disclaimer~~Beneficial ofOwnership ~~opinion,~~Reporting and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that EFP Rotenberg’s reports on our Form 10-K for the year ended August 31, 2010, raised substantial doubt about its ability to continue as a going concern.Compliance

~~The~~Under ~~decision~~Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to ~~dismiss~~file ~~EFP~~forms ~~Rotenberg~~reporting ~~was~~their ~~recommended~~beneficial byownership of our ~~board~~common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Global Earth Energy with copies of ~~directors~~all forms so filed.

~~During~~Based ~~the~~solely ~~two~~upon ~~most~~a ~~recent~~review ~~fiscal~~of ~~years~~copies ~~and~~of ~~any~~such ~~subsequent~~forms ~~interim~~filed ~~period~~on ~~through~~Forms ~~March 2~~3, ~~2011~~4, ~~except~~and as5, ~~stated~~and ~~below~~amendments ~~with~~thereto ~~respect~~furnished to ~~our internal controls~~us, ~~there~~we ~~have~~believe ~~not~~that ~~been~~as ~~any~~of ~~disagreements~~the ~~between~~date ~~us and EFP Rotenberg on any matter~~ of ~~accounting~~this ~~principles or practices~~report, ~~financial~~our ~~statement~~executive ~~disclosure~~officers, ordirectors ~~auditing~~and ~~scope~~greater orthan ~~procedure,~~10 ~~which~~percent ~~disagreements,~~beneficial ifowners ~~not resolved to the satisfaction of EFP Rotenberg, would~~ have ~~caused~~not itcomplied toon ~~make~~a ~~reference~~timely tobasis ~~the subject matter of the disagreements in connection~~ with ~~its~~all ~~reports~~Section on16(a) ~~the~~filing ~~financial statements for such periods~~requirements.

~~During~~Communication the two most recent fiscal years and any subsequent interim period through March 2, 2011, preceding the dismissal of EFP Rotenberg, as required by Regulation S-K Item 304(a)(1)(v), we acknowledged that EFP Rotenberg advised us that the internal controls necessary for us to develop reliable financial statements did not exist. In that regard, in our Form 10-K/A filed with ~~the SEC on January 18, 2011, we stated:~~Directors

~~“Item~~Stockholders ~~9A(T)~~and other interested parties may contact any of our directors by writing to them at Global Earth Energy, Inc., at 1213 Culberth Drive, Wilmington, North Carolina 28405, Attention: Corporate Secretary.

~~Controls~~Our board has approved a process for handling letters received by us and ~~Procedures~~addressed to any of our directors. Under that process, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.

~~“The~~Conflicts ~~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.Interest

~~“The~~With ~~term~~respect ~~internal~~to ~~control~~transactions ~~over~~involving ~~financial~~real ~~reporting is defined as a process designed by,~~ or ~~under~~apparent ~~the~~conflicts ~~supervision~~ of, ~~the issuer’s principal executive and principal financial officers~~interest, orwe ~~persons~~have ~~performing~~adopted ~~similar~~written 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 which require that:

-·

~~“Pertain~~The fact of the relationship or interest giving rise to the ~~maintenance~~potential ofconflict ~~records~~must ~~that,~~be indisclosed ~~reasonable~~or ~~detail,~~known ~~accurately~~to ~~and~~the ~~fairly~~directors ~~reflect~~who authorize or approve the ~~transactions~~transaction ~~and~~prior ~~dispositions~~to ofsuch ~~our~~authorization ~~assets~~or approval;

-·

~~“Provide~~The ~~reasonable~~transaction ~~assurance~~be ~~that~~approved ~~transactions~~by ~~are~~a ~~recorded~~majority ~~as necessary to permit preparation~~ of ~~financial~~our ~~statements~~disinterested inoutside ~~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~~The ~~reasonable~~transaction ~~assurance~~be ~~regarding~~fair ~~prevention~~and orreasonable ~~timely~~to ~~detection~~us ofat ~~unauthorized acquisition, use or disposition of~~ the ~~issuer’s~~time ~~assets~~it ~~that~~is ~~could~~authorized ~~have~~or aapproved ~~material~~by ~~effect~~our ~~on the financial statements~~directors.

~~“Our~~Code 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~~Ethics ~~control~~for ~~system~~Senior ~~are~~Executive ~~met. Further,~~Officers ~~the design of a control system must reflect the fact that there are resource constraints,~~ and ~~the~~Senior ~~benefits~~Financial 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.Officers

19We have adopted an amended Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to our president, chief executive officer, chief operating officer, chief financial officer, and all financial officers, including the principal accounting officer. The code provides as follows:

“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 and because of certain material weaknesses identified below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are currently not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. During the three months ended August 31, 2010, we identified the following conditions that indicated that our internal control over financial reporting and our disclosure controls and procedures were not effective:·

-Each officer is responsible for full, fair, accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by us with the Securities and Exchange Commission or disclosed to our stockholders and/or the public.

~~“Accounts payable and accrued expenses are inadequately being maintained as there is no policy for unpaid invoice documentation.~~·

-Each officer shall immediately bring to the attention of the audit committee, or disclosure compliance officer, any material information of which the officer becomes aware that affects the disclosures made by us in our public filings and assist the audit committee or disclosure compliance officer in fulfilling its responsibilities for full, fair, accurate, timely and understandable disclosure in all periodic reports required to be filed with the Securities and Exchange Commission.

~~“Reconciliations of shares outstanding between the accounting records and the stock transfer agent are not performed timely.~~20

~~“Factors Causing Restatement of the Financial Statements~~·

~~“It~~Each isofficer ~~noted~~shall ~~that~~promptly notify our ~~procedures~~general ~~for~~counsel, ~~adequate~~if ~~safeguarding~~any, ofor ~~important documents and agreements and~~ the ~~timely~~president ~~accounting~~or ~~and~~chief ~~reporting~~executive ofofficer ~~such~~as ~~documents~~well ~~and~~as ~~agreements is inadequate. The financial statements for~~ the ~~year~~audit ~~ended~~committee ~~August~~of ~~31,~~any ~~2010~~information ~~were~~he ~~restated~~may ~~due~~have toconcerning ~~the~~any ~~fact~~violation ~~that~~of ~~a stock warrant agreement executed on August 2, 2010 between Global Earth Energy and~~ our ~~attorney~~Code ~~was~~of ~~not~~Business ~~properly~~Conduct documented and accounted for in the financial statements. This is due to the fact that there is not one general location that all documents are stored for safekeeping. Our management also actively enters into transactions that call for or our ~~use~~Code ~~issuances~~ of ~~common stock and/or stock awards as consideration. Due to limited accounting personnel~~Ethics, ~~the~~including ~~fact~~any ~~that~~actual ~~agreements are not readily available~~ or ~~accessible,~~apparent ~~and~~conflicts ~~the large volume~~ of ~~activity~~interest ~~that~~between ~~directly~~personal ~~affects the shares outstanding~~ and ~~compensation~~professional relationships, ~~based~~involving ~~awards~~any ~~that~~management ~~only~~or ~~affect~~other ~~earnings~~employees ~~per~~who ~~share,~~have ~~it presents~~ a ~~challenge~~significant ~~for~~role ~~accounting~~in ~~personnel~~our ~~and~~financial ~~management~~reporting, disclosures toor ~~accurately~~internal ~~account for all transactions~~controls.

“Management decided to change the par value of common stock from $0.10 to its original value of $0.001 prior to the reverse stock split on May 18, 2009. The restatement of the par value of common stock although originally shown as compliant with GAAP was a decision by management to more accurately reflect the value of common stock and additional paid-in-capital. These changes did not change any effective ownership of voting rights or control of any shareholder.·

~~“Changes~~Each inofficer ~~Internal~~shall ~~Controls~~immediately ~~over~~bring ~~Financial~~to ~~Reporting. All~~the ~~changes~~attention inof ~~the~~our ~~internal~~general ~~controls~~counsel, ~~over~~if ~~our~~any, ~~financial~~the ~~reporting~~president ~~that~~or ~~occurred~~the ~~during~~chief executive officer and the ~~period~~audit ~~covered~~committee byany ~~this~~information ~~report~~he ~~that~~may have ~~materially~~concerning ~~affected,~~evidence orof ~~are~~a ~~reasonably~~material ~~likely~~violation of tothe ~~materially~~securities ~~affect~~or other laws, ~~our~~rules ~~internal~~or ~~control~~regulations ~~over~~applicable ~~financial~~to ~~reporting~~us and the operation of our business, ~~have~~by ~~been~~us ~~disclosed~~or ~~above~~any of our agents.

“This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.”·

20Any waiver of this Code of Ethics for any officer must be approved, if at all, in advance by a majority of the independent directors serving on our board of directors. Any such waivers granted will be publicly disclosed in accordance with applicable rules, regulations and listing standards.

~~Engagement~~We ofintend ~~New~~to ~~Certifying~~post ~~Accountants. On~~a ~~March~~copy 2,of ~~2011,~~our weCode ~~engaged~~of ~~M&K~~Ethics ~~CPAs~~on ~~PLLC~~our website. In addition, ~~certified~~we ~~public~~have ~~accountants,~~previously ~~(“M&K~~filed ~~CPAs”)~~a ascopy of our ~~independent~~Code ~~accountants~~of toEthics ~~report~~with onthe ~~our~~SEC. We ~~balance~~will ~~sheet~~provide asto ofany ~~February~~person ~~28,~~without ~~2011~~charge, ~~and~~upon ~~the~~request, ~~related~~a ~~combined~~copy ~~statements~~ of ~~income,~~our ~~stockholders’~~Code ~~equity~~of ~~and~~Ethics. Any ~~cash~~such ~~flows~~request ~~for~~should ~~the~~be ~~year~~directed ~~then~~to ~~ended. The~~our ~~decision~~corporate tosecretary ~~appoint~~at ~~M&K~~the ~~CPAs~~address ~~was~~listed ~~approved~~below byin ~~our~~the ~~board~~next ~~of directors~~paragraph. ~~See~~The ~~our~~information ~~current~~contained ~~report~~in onour ~~Form~~website ~~8-K~~shall ~~filed~~not ~~with~~constitute ~~the~~part ~~SEC~~of onthis ~~March 2, 2011~~report.

~~During~~Our ~~our~~principal ~~two~~executive ~~most~~offices ~~recent~~are ~~fiscal~~located ~~years~~at ~~and~~1213 ~~any~~Culberth ~~subsequent interim period prior to the engagement of M&K CPAs~~Drive, ~~neither we nor anyone on our behalf consulted with M&K CPAs regarding either (i) the application of accounting principles to a specified transaction~~Wilmington, ~~either~~North ~~completed~~Carolina ~~or proposed~~28405; ortelephone ~~the~~number type of audit opinion that might be rendered on our financial statements, and either a written report was provided to us or oral advice was provided that the new accountant concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii910) ~~any~~270-7749; ~~matter~~telecopier ~~that was either the subject of a disagreement~~ (~~as defined in paragraph 304(a~~910)~~(1)(iv)~~ ~~and the related instructions to Regulation S~~270-K)6640; orand ~~a reportable event (as described in paragraph 304(a)(1)(v) of Regulation S-K)~~email: harlandsydney@aol.com.

WeITEM ~~provided EFP Rotenberg with a copy of the disclosures we made in the current report, which EFP Rotenberg received no later than the day that the disclosures were filed with the SEC~~11. We requested that EFP Rotenberg furnish us with a letter addressed to the SEC stating whether it agreed with the statements made by us in response to Item 304(a) of Regulation S-K, and, if not, stating the respects in which it did not agree. The letter from EFP Rotenberg stating that it agreed with the statements made by us was filed with the SEC.

~~The~~EXECUTIVE ~~financial statements included in this report were audited by M&K CPAs~~COMPENSATION.

~~Item~~Summary ~~9A.~~of Cash and Certain Other Compensation

~~Controls~~At ~~and~~present ~~Procedures~~Global Earth Energy has only two executive officers. The compensation program for future executives will consist of three key elements which will be considered by a compensation committee to be appointed:

~~See Item 9A(T) below.~~·

~~Item~~A ~~9A(T).~~base salary;

~~Controls and Procedures.~~·

~~The~~A ~~term~~performance ~~disclosure~~bonus; ~~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 SEC’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:·

-Periodic grants and/or options of our common stock.

~~Pertain~~Base toSalary. Our ~~the~~chief ~~maintenance~~executive ofofficer ~~records~~and ~~that,~~all inother ~~reasonable~~senior ~~detail~~executive officers receive compensation based on such factors as competitive industry salaries, ~~accurately~~a ~~and~~subjective ~~fairly~~assessment ~~reflect~~of the ~~transactions~~contribution and ~~dispositions~~experience of the officer, and the specific recommendation by our ~~assets;~~chief executive officer.

-Performance Bonus. A portion of each officer’s total annual compensation is in the form of a bonus. All bonus payments to officers must be approved by our compensation committee based on the individual officer’s performance and company performance.

~~Provide~~Stock ~~reasonable~~Incentive ~~assurance~~. Stock ~~that~~grants ~~transactions~~and options are ~~recorded~~awarded asto ~~necessary~~executive toofficers ~~permit~~based ~~preparation~~on oftheir ~~financial~~positions ~~statements~~and inindividual ~~accordance~~performance. Stock ~~with~~grants ~~generally~~and ~~accepted~~options ~~accounting~~provide ~~principles,~~incentive for the creation of stockholder value over the long term and ~~that~~aid ~~receipts~~significantly in the recruitment and ~~expenditures~~retention of executive officers. The compensation committee considers the ~~issuer~~recommendations ~~are~~of ~~being~~the ~~made~~chief ~~only~~executive inofficer ~~accordance~~for ~~with~~stock ~~authorizations~~grants ofand ~~management~~options to executive officers (other than the chief executive officer) and ~~directors~~approves, ofdisapproves or modifies such recommendations. Stock grants and options for the ~~issuer;~~chief executive officer will be recommended and approved by our board of directors.

-It is uncertain when, if ever, we will be in a position to compensate any of our officers or directors. Before we can expect to provide for officer salaries, we will have to obtain funds from earnings or the sale of our securities.

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.21

~~Our~~Summary ~~management,~~Compensation 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.Table

21The following table sets forth, for our named executive officers for the two (2) completed fiscal years ended August 31, 2013 and 2012 :

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 and because of certain material weaknesses identified below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are currently not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. During the year ended August 31, 2012, we identified the following conditions that indicated that our internal control over financial reporting and our disclosure controls and procedures were not effective:



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Sydney A. Harland (1)	2012	-0-	-0-	3,800,000	-0-	-0-	-0-	-0-	-0-
	2013	-0-	-0-	200,000	-0-	-0-	-0-	-0-	-0-

Edmund J. Gorman (2)	2012	-0-	-0-	3,800,000	-0-	-0-	-0-	-0-	-0-
	2013	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

-______________________

~~Accounts~~(1)Mr. ~~payable~~Harland ~~and~~is ~~accrued~~our ~~expenses~~president ~~are~~and ~~inadequately~~chief ~~being~~executive ~~maintained~~officer asand ~~there~~a ~~is no policy for unpaid invoice documentation~~director.

-(2)Mr. Gorman is our chief financial officer, principal accounting officer, secretary, and director.

~~Our~~It ~~closing~~is ~~process~~uncertain iswhen, ~~deficient~~if ever, we will be in ~~assuring~~a ~~accurate~~position ~~information~~to ~~without~~compensate ~~assistance~~any of our officers or directors. Before we can expect to provide for officer salaries, we will have to generate revenues from operations, from the sale of our ~~auditors~~securities, or loans. See “Business.” In June 2012, we issued 10,000,000 shares of our common stock to Sydney A. Harland and 10,000,000 shares of our common stock to Edmund J. Gorman for services to Global Earth Energy as directors. These shares were valued at $0.38 per share. Also, please see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for a discussion of additional shares that we have issued. On November 14, 2012, we issued 100,000,000 shares of restricted stock to Sydney A. Harland, as partial payment for compensation due to him.

Outstanding Equity Awards at Fiscal Year-End

~~Reconciliations~~The offollowing ~~shares~~table ~~outstanding~~provides ~~between~~information ~~the~~for ~~accounting~~each ~~records~~of ~~and~~our named executive officers as of the ~~stock~~end ~~transfer~~of ~~agent~~our ~~are~~last ~~not~~completed ~~performed~~fiscal ~~timely.~~year, August 31, 2013:

Factors Causing Restatement of the Financial Statements



	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Sydney A. Harland (1)	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Edmund J. Gorman (2)	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

It is noted that our procedures for adequate safeguarding of important documents and agreements and the timely accounting and reporting of such documents and agreements is inadequate. The financial statements for the year ended August 31, 2010, were restated due to the fact that a stock warrant agreement executed on August 2, 2010, between Global Earth Energy and our attorney was not properly documented and accounted for in the financial statements. This is due to the fact that there is not one general location that all documents are stored for safekeeping. Our management also actively enters into transactions that call for or use issuances of common stock and/or stock awards as consideration. Due to limited accounting personnel, the fact that agreements are not readily available or accessible, and the large volume of activity that directly affects the shares outstanding and compensation based awards that only affect earnings per share, it presents a challenge for accounting personnel and management to accurately account for all transactions.__________

~~Management decided to change the par value of common stock from $0~~(1)Mr.10 toHarland ~~its~~is ~~original~~our ~~value~~president ofand ~~$0.001~~chief ~~prior~~executive toofficer ~~the~~and ~~reverse stock split on May 18, 2009. The restatement of the par value of common stock although originally shown as compliant with GAAP was~~ a ~~decision by management to more accurately reflect the value of common stock and additional paid-in-capital~~director. ~~These changes did not change any effective ownership of voting rights or control of any shareholder.~~

~~Changes in Internal Controls over Financial Reporting~~(2)Mr. ~~All~~ ~~changes~~Gorman inis ~~the internal controls over~~ our chief financial ~~reporting that occurred during the period covered by this report that have materially affected~~officer, orprincipal ~~are~~accounting ~~reasonably likely to materially affect~~officer, ~~our internal control over financial reporting~~secretary, ~~have~~and ~~been disclosed above~~director.

~~This~~Employment report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.Agreements

22As of the date of this report, we have employment agreements with Betty Harland, our chairman, and Edmund J. Gorman, our chief financial officer and principal accounting officer, as follows:

~~Item~~On 9BOctober 1, 2004, we executed a management agreement with Betty Harland, whereby Mrs. Harland was engaged as our chairman. The term of Mrs. Harland’s employment expired on October 1, 2009, but has been renewed for an additional two (2) years until October 1, 2011. On December 5, 2011, the agreement was extended until October 1, 2015.

~~Other Information.~~22

~~None~~Mrs. Harland’s compensation was set at $220,000 annually, payable at the rate of $18,333.33 monthly, subject to review by our board of directors from time to time. Mrs. Harland is also entitled to a bonus of up to 50 percent of her annual compensation if and when granted by the board of directors subject to the achievement of annual performance criteria as approved by the board. We have the right to terminate the agreement with Mrs. Harland at any time with a payment of twice the outstanding amount remaining on the term of the agreement at the time of termination, plus a cash settlement of $1,000,000. The termination payments will be in the form of cash. Mrs. Harland must provide a minimum of two (2) months notice prior to her termination of the agreement.

~~PART~~On ~~III~~August 25, 2007, we executed an employment agreement with Edmund J. Gorman, whereby Mr. Gorman was engaged as our chief financial officer. The term of Mr. Gorman’s employment expired on August 25, 2009, but has been renewed for an additional two (2) years until August 25, 2011. On December 5, 2011, the agreement was extended until August 27, 2015. Mr. Gorman’s compensation was set at $150,000 annually, payable at the rate of $12,500 monthly, subject to review by our board of directors from time to time. Mr. Gorman is also entitled to a bonus of up to 50 percent of his annual compensation if and when granted by the board of directors subject to the achievement of annual performance criteria as approved by the board. In addition, Mr. Gorman is entitled to participate in any of our stock option plans when grants are determined by our board of directors. Among his duties, Mr. Gorman will liaison with our auditors, our audit and compensation committees, our board of directors, investors and financial institutions. Mr. Gorman’s agreement may be terminated by the registrant at any time with a payment of twice his remaining compensation rate at the time of termination. These payments may be in the form of either cash or shares of our common stock or any combination thereof as determined by our board of directors at that time. Mr. Gorman must provide a minimum of two (2) months notice prior to his termination of the agreement.

~~Item~~Sydney 10A. Harland and Betty Harland are married.

~~Directors,~~Director ~~Executive Officers and Corporate Governance.~~Compensation

~~The~~Our ~~following~~directors ~~table~~do ~~sets~~not ~~forth~~receive ~~information~~compensation ~~concerning~~for ~~the~~their services as directors. However, ~~and~~on ~~executive~~June ~~officers~~14, 2012, we awarded 10,000,000 shares of ~~Global~~restricted ~~Earth~~stock ~~Energy~~to aseach of ~~the~~our ~~date~~directors, at that time, Sydney A. Harland, Betty A. Harland, Edmund J. Gorman, Robert Glassen, Arthur N. Kelly, and Richard Proulx, each of ~~this~~whom ~~report:~~executed a Restricted Stock Award Agreement.

Name	Age	Position	Director Since
Betty A. Harland	61	Chairman of the Board	2004
Sydney A. Harland	62	President, Chief Executive Officer, and Director	2006
Edmund J. Gorman	66	Chief Financial Officer, Principal Accounting Officer, Secretary, and Director	2006
Robert Glassen	65	Director	2006
Arthur N. Kelly	50	Director	2004
Richard Proulx	59	Director	2005
Mark Hollingsworth	53	Vice President	N/A

ITEM 12.

~~The~~SECURITY ~~members~~OWNERSHIP ofOF ~~our~~CERTAIN ~~board~~BENEFICIAL ofOWNERS ~~directors~~AND ~~are~~MANAGEMENT ~~subject~~AND toRELATED ~~change~~STOCKHOLDER ~~from time to time by the vote of the stockholders at special or annual meetings to elect directors~~MATTERS. Our current board of directors consists of six directors, none of whom have any expertise in the proposed business of Global Earth Energy. Upon receipt of sufficient funds to pay for consultants as described elsewhere in this report either through receipt of funds from borrowing or sales of common stock, we intend to seek directors and officers who would be able to properly execute our proposed business plan.

The ~~foregoing~~following ~~notwithstanding,~~table ~~except~~presents asinformation ~~otherwise~~regarding ~~provided~~the inbeneficial ~~any~~ownership ~~resolution~~of orall ~~resolutions~~shares of ~~the~~our ~~board,~~common ~~directors~~stock ~~who~~as ~~are elected at an annual meeting~~ of ~~stockholders, and directors elected in~~ the ~~interim~~date toof ~~fill~~this ~~vacancies~~report ~~and newly created directorships, will hold office for the term for which elected and until their successors are elected and qualified or until their earlier death, resignation or removal.~~by:

Whenever the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of the board, vacancies and newly created directorships of such class or classes or series thereof may generally be filled by a majority of the directors elected by such class or classes or series then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled to elect such director or directors. Officers are elected annually by the directors. Sydney A. Harland and Betty A. Harland are married. Otherwise, there are no family relationships among our directors and officers.·

WeEach ~~may~~person ~~employ~~who ~~additional~~owns ~~management~~beneficially ~~personnel,~~more asthan ~~our~~five ~~board~~percent of ~~directors~~the ~~deems~~outstanding ~~necessary. Global~~shares ~~Earth~~of ~~Energy~~our ~~has~~common ~~not identified or reached an agreement or understanding with any other individuals to serve in management positions, but does not anticipate any problem in employing qualified staff.~~stock;

~~A description of the business experience for each of the directors and executive officers of Global Earth Energy is set forth below.~~·

~~Betty-Ann~~Each ~~Harland~~person ~~has~~who ~~over~~owns 30beneficially ~~years~~outstanding ofshares ~~experience in a variety~~ of ~~senior management positions. Prior to joining~~ our ~~board,~~preferred she was vice- president of Ameri-can Equipment Sales and Leasing. From 1988 to 1995, she worked in finance, insurance and sales consulting. Currently she is the COO of Ameri-can Equipment & Leasing Inc. and the controlling shareholder of Global Earth Energy.stock;

Sydney A. Harland has over 25 years of business experience, primarily in management of new innovative product solutions, in the railway, telecommunications, electrical utilities and mining industries. Mr. Harland is a n entrepreneur who ran his own company, Ameri-can Equipment Sales & Leasing Inc. for 20 years - until 2005. Between 1995 and 2000, Mr. Harland also worked on a consulting basis for Ontario Power Generation's technology lab where he was mandated to develop marketing and commercialization plans for OPG's specialized technology and customer service offerings. In 1998, he co-founded ARS Networks and served as chairman, president and chief executive officer on a consulting basis. ARS was a fully reporting publicly traded company that was engaged in the design and development of advanced railway communications and data management systems. He holds two patents and has been elected a member of the Canadian Institute of Marketing and the American Railway Engineering and Maintenance-of-Way Association·

23Each director of Global Earth Energy;

.·

~~Edward~~Each J.named Gorman has over 30 years of progressive experience in corporate finance, organizational development and strategic planning. In 1973, he joined Deloite Touche and in 1978, moved to Morrison Knudsen Corporation in Boise, Idaho, where he worked for almost 20 years in various executive ~~positions,~~officer ~~starting with the company as international legal and tax counsel, he rose to become Chief Financial Officer and Treasurer. In 1995, Mr. Gorman joined American Ecology Corporation~~ of ~~Houston,~~Global ~~Texas,~~Earth aEnergy; ~~NASDAQ company specializing in nuclear, medical waste~~ and hazardous waste disposal, serving first as a Chief Financial Officer and then President and Chief Operating Officer. In 1997, Mr. Gorman founded E.J. Gorman & Associates, a financial and legal consulting firm specializing in project financing, company start-ups and organizational development. He holds degrees of Bachelor of Science and Doctor of Jurisprudence from the University of Oregon and a Post Doctorate (L.L.M.) in Law from New York University.

Robert Glassen served as a member of the Florida House of Representatives Staff, House Natural Resources Committee, Tallahassee, Florida. In 1978, he joined Dames & Moore, Boca Raton, Florida, as a Senior Geologist. In 1985, he joined O.H. Materials Corporation (OHM) as a Regional Manager. In 1990, he joined Steffen, Robertson and Kirsten U.S., Inc. (a company specializing in environmental and engineering consulting for the mining industry) as executive vice-president and chief operating officer. In 1993, he was recruited by Ogden Environmental where he was a vice president and general manager of their Oak Ridge, Tennessee office. In 1997, he joined SCIENTECH, Inc. where he served as a general manager of Grant Environmental, general manager of the Utility Security Services Division, and vice president, sales and marketing on assignment with Ontario Power Generation’s Kinectrics subsidiary. From 2002, to present, he was president of Timberline Ridge Consulting, where he was a consultant to Enertech (a division of Curtiss Wright) identifying opportunities and executing nationwide sales of engineering and technical service to U.S. nuclear power plants. He holds degrees of Bachelor of Arts from Villanova University of Pennsylvania, a Masters degree from the University of Virginia and has completed post graduate studies in geology at Florida State University.·

~~Arthur~~All N.directors ~~Kelly has 20 years of marketing, sales~~ and ~~management~~officers ~~experience and is currently vice president~~ of ~~sales-North~~Global ~~America~~Earth ~~for ELTEK~~ Energy ~~where~~as he is responsible for the development and growth of all ELTEK Energy sales in the U.S. and Canadian markets. He attended Concordia University in Montreal where he earned his bachelor of business administration degree. Mr. Kelly held various sales and management positions with Marconi Communications from 1988 to 2001, where he was responsible for sales of power generation and communication supplies to major North American communications companies. Mr. Kelly was a ~~sales a manager for S~~group.~~N.P Associates in France from 1986 to 1988, and also district sales manager for Pylon Electronics in Montreal, Quebec from 1985 to 1986.~~

Richard Proulx has a background in marketing and sales and presently is director of sales of Cash Acme, Canada, a division of Reliance Manufacturing, a world-wide Australian based specialty water valve manufacturer supplying its products to the commercial and residential building industry. Prior to joining Cash Acme, Canada, Mr. Proulx was North American sales manager for Reliance Manufacturing’s product launch and North American distribution network. From 1998 to 2002, he was general sales manager of IIG Specialties responsible for introducing new industrial products to the North American market and managing U.S. and Canadian sales operations for existing product lines. From 1985 to 1997, Mr. Proulx was president and founder of Terval Sales and Services, a plumbing and heating manufacturer’s sales agency in Toronto. He received his C.E.T. in mechanical building sciences from St. Laurent College in 1974, and his diplomas in business administration from Vanier College in 1976.



	Shares of Common Stock Beneficially Owned (2)		Shares of Preferred Stock Beneficially Owned (2)
Name of Beneficial Owner (1)	Number	Percent	Number	Percent
Betty A. Harland (3)	35,111,645	1.9%	3,000,000	100
Sydney A. Harland (3)	55,001,652	2.98%	-0-	-0-
Edmund J. Gorman	10,000,000	0.54%	-0-	-0-

All directors and officers as a group ( 3 persons)	100,113,297	5.42%	3,000,000	-0-

Mark Hollingworth is the founder of 5i Strategic Affairs, a management consulting firm specializing in leading and facilitating the strategic planning and implementation process for blue chip and promising start up companies. Recent clients have included the Government of Canada, Hydro-Quebec, Ivaco Inc, Kruger Inc, McGill University, Option Consommateurs, Setym International, and many other smaller companies and start-ups. Mr. Hollingsworth also lectures at McGill University where he teaches Strategic Management/Leadership, Technological Entrepreneurship and Technology Impact Assessment in several different faculties. He is the author of the book “Growing People, Growing Companies” and has also had articles published in the Toronto Globe & Mail and the Ivey Business Journal. Mr. Hollingsworth is responsible for our market research and development.________

24(1)Unless otherwise indicated, the address for each of these stockholders is c/o Global Earth Energy, Inc., at 1213 Culberth Drive, Wilmington, North Carolina 28405. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to their shares of common stock or preferred stock which he beneficially owns.

~~Committees~~(2)Beneficial ownership is determined in accordance with the rules of the ~~Board~~Securities and Exchange Commission. As of December 12, 2013, we had issued 1,832,784,754 shares of our common stock, par value $0.001 per share, of which 1,513,676,796 shares were unrestricted and 319,107,958 shares were restricted. The percentage of ownership is calculated on the issued shares of 1,832,784,754. There are currently four series of preferred stock designated as follows: (i) 10,000 shares have been designated as Series A, none of which are issued and outstanding; (ii) 5,000,000 shares have been designated as Series B Preferred Stock, $0.001 per share, 3,000,000 of which have been issued and are outstanding; (iii) 15,000,000 shares have been designated as Series C Preferred Stock, $0.001 per share, none of which are issued and outstanding; and (iv) 13,000,000 shares of Series D Preferred Stock, $0.001 par value per share, none of which are issued and outstanding. Pursuant to our Certificate of Designation establishing Series B Preferred Stock, a holder of shares of the Series B Preferred Stock is entitled to the number of votes equal to the number of shares of the Series B Preferred Stock held by such holder multiplied by 500 on all matters submitted to a vote of our stockholders. Betty A. Harland holds 3,000,000 shares of our Series B Preferred Stock. Therefore, Mr. and Mrs. Harland together will have the power to vote 1,535,111,645 shares of our common stock, which number exceeds the majority of the issued and outstanding shares of our common stock on the date of this report.

~~We do not currently have an Audit, Executive, Finance, Compensation, or Nominating Committee, or any other committee of the board of directors, although, we previously did have such committees~~(3)Mr. We ~~decided to disband the committees, until such time as our operations justify the expenditure of time~~ and ~~effort required for each committee to function~~Mrs. ~~However,~~ weHarland ~~have~~are ~~adopted charters for these committees, in the event that we elect to implement them again~~married. ~~Copies of the charters for each proposed committee have been filed with the SEC.~~

The responsibilities of these committees are fulfilled by our board of directors and all of our directors participate in such responsibilities, none of whom is “independent” as defined under Rule 4200(a)(15) of the NASD’s listing standards described below, as our financial constraints have made it extremely difficult to attract and retain qualified independent board members. In addition, we do not currently have an “audit committee financial expert” as such term is defined in the Securities Act. Since we do not have any of the subject committees, our entire board of directors participates in all of the considerations with respect to our audit, compensation and nomination deliberations.23

~~Rule~~ITEM 4200(a)(15) of the NASD’s listing standards defines an “independent director” as a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director13. ~~The following persons shall not be considered independent:~~

·CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

~~A director who is~~None, orother atthan ~~any~~as ~~time~~stated ~~during the past three years was, employed by the company;~~herein.

·ITEM 14.

APRINCIPAL ~~director~~ACCOUNTING ~~who~~FEES ~~accepted~~AND or who has a Family Member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a Family Member who is an employee (other than as an executive officer) of the company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensationSERVICES. ~~Provided, however, that in addition to the requirements contained in this paragraph, audit committee members are also subject to additional, more stringent requirements under Rule 4350(d).~~

·Audit Fees

AThe ~~director~~aggregate ~~who~~fees isbilled aby ~~Family~~M&K ~~Member~~CPAS, ofPLLC anfor ~~individual~~professional ~~who~~services ~~is,~~rendered orfor atthe ~~any~~audit ~~time~~of ~~during~~our ~~the~~annual ~~past~~financial ~~three~~statements ~~years~~for ~~was~~fiscal year ended August 31, ~~employed~~2012 byand reviews for the ~~company~~three aspreceeding anquarters, ~~executive~~were ~~officer;~~$ 28,400.00.

·The aggregate fees billed by M&K CPAS, PLLC for professional services rendered for the audit of our annual financial statements for fiscal year ended August 31, 2013 and reviews for the three preceeding quarters, were $ 31,000.00.

ATax director who is, or has a Family Member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed five percent of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs.Fees

·The aggregate tax fees billed by M&K CPAS, PLLC for professional services rendered for tax services for fiscal year ended August 31, 2012, were $ 0.00.

AThe ~~director~~aggregate oftax ~~the~~fees ~~issuer~~billed ~~who~~by ~~is,~~M&K ~~or has a Family Member who is~~CPAS, ~~employed~~PLLC asfor anprofessional ~~executive~~services ~~officer~~rendered offor ~~another~~tax ~~entity~~services ~~where~~for atfiscal ~~any~~year ~~time~~ended ~~during~~August ~~the~~31, ~~past~~2013, ~~three~~were ~~years any of the executive officers of the issuer serve on the compensation committee of such other entity; or~~$ 0.00.

·All Other Fees

AThere ~~director~~were ~~who~~no ~~is,~~other orfees ~~has~~billed aby ~~Family~~M&K ~~Member~~CPAS, ~~who~~PLLC ~~is,~~for aprofessional ~~current~~services ~~partner~~rendered ofduring the ~~company’s~~fiscal ~~outside~~years ~~auditor,~~ended orAugust ~~was~~31, a2012, ~~partner~~other orthan ~~employee~~as ofstated ~~the~~under ~~company’s outside auditor who worked on~~ the ~~company’s~~captions ~~audit~~Audit atFees, ~~any~~Audit-Related ~~time~~Fees, ~~during~~and ~~any~~Tax ~~of the past three years~~Fees.

WeThere ~~hope~~were tono ~~add~~other ~~qualified~~fees ~~independent~~billed ~~members~~by ofM&K ~~our~~CPAS, ~~board~~PLLC offor ~~directors~~professional atservices arendered ~~later~~during ~~date~~the fiscal years ended August 31, ~~depending~~2013, ~~upon~~other ~~our~~than ~~ability~~as tostated ~~reach~~under ~~and~~the ~~maintain~~captions ~~financial~~Audit ~~stability~~Fees, Audit-Related Fees, and Tax Fees.

~~Audit Committee~~24

~~The~~PART entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board when performing the functions of what would generally be performed by an audit committee. The board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.IV

25ITEM 15.

~~Nomination~~ EXHIBITS, ~~Committee~~FINANCIAL STATEMENT SCHEDULES.

~~Our size and the size of our board, at this time, do not require~~ (a ~~separate nominating committee. When evaluating director nominees, our directors consider the following factors:~~)

·All financial statements are included in Item 8 of this report.

~~The appropriate size of our board of directors;~~(b)

·All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are included in Item 8 of this report.

~~Our needs with respect to the particular talents and experience of our directors;~~(c)

·The following exhibits are attached to this report:

The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the board;



Exhibit No.			Identification of Exhibit
2.1**			Plan and Agreement of Triangular Merger between Global Earth Energy, Inc., Global Earth Energy Acquisition Company, 688239 B.C. Ltd., and Melvin K. Dick dated May 10, 2011, filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K on May 10, 2011, Commission File Number 000-31343.
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 September 28, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.
10.4**			Asher Enterprises Inc. Convertible Promissory Note in the amount of $65,000.00, executed on September 28, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K on October 12, 2010, 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.

·25

Experience in political affairs;



10.10**			Joint Venture Agreement dated February 22, 2011, between Global Earth Energy, Inc. and Innovated Concepts of Ethanol Corp., filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.
10.11**			Agreement for the Sale and Purchase of Coal dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on February 23, 2011, Commission File Number 000-31343.
10.12**			Joint Venture Agreement dated February 24, 2011, between Global Earth Energy, Inc. and Biosynergies Lubbock, LLC, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 25, 2011, Commission File Number 000-31343.
10.13**			Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
10.14**			Regulations of Global Earth Natural Resources, L.L.C., dated May 23, 2011, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
10.15**			Firm Corporate Offer for International Coal Sales dated April 4, 2011 between Modern Coal, LLC, a Texas limited liability company, and Advent Enterprises Inc., filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
10.16**			Certificate of Formation of Global Earth Natural Resources, L.L.C., a Texas limited liability company, dated May 23, 2011, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
10.17**			Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
10.18**			Amendment to Memorandum of Understanding between Global Earth Energy, Inc. and L. B. Tim Co., Ltd., dated March 23, 2011, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.
10.19**			Termination notice with respect to the Biosynergies 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.

·26

Experience with accounting rules and practices; and


10.28**			Amended Code of Ethics for Senior Executive Officers and Senior Financial Officers of Global Earth Energy, Inc., filed as Exhibit 10.28 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.29**			Amended Charter of the Compensation Committee of Global Earth Energy, Inc., filed as Exhibit 10.29 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.30**			Amended Corporate Governance Principles of the Board of Directors of Global Earth Energy, Inc., filed as Exhibit 10.30 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.31**			Amended Charter of the Executive Committee of the Board of Directors of Global Earth Energy, Inc. , filed as Exhibit 10.31 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.32**			Amended Charter of the Governance and Nominating Committee of Global Earth Energy, Inc., filed as Exhibit 10.32 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.33**			Amended Charter of the Governance and Nominating Committee of Global Earth Energy, Inc., filed as Exhibit 10.32 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.34**			Amended Charter of the Finance Committee of Global Earth Energy, Inc., filed as Exhibit 10.33 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.35**			Termination of Joint Venture Agreement dated November 8, 2011, between LifeCycle Investments, L.L.C. and Global Earth Energy, Inc., filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on November 8, 2011, Commission File Number 000-31343.
10.36**			Joint Venture Agreement between Global Earth Energy, Inc. and Western Energy Group agreed to June 14, 2012, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.37**			Joint Operating Agreement between Global Earth Energy, Inc. and Western Energy Group agreed to June 14, 2012, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.38**			Global Earth Energy, Inc. 2012 Options, Restricted Stock and Performance-Based Awards Stock Plan, adopted June 14, 2012, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.39**			Restricted Stock Award Agreement for Sydney A. Harland, executed June 14, 2012, filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.40**			Restricted Stock Award Agreement for Betty A. Harland, executed June 14, 2012, filed as Exhibit 10.5 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.41**			Restricted Stock Award Agreement for Edmund Gorman, executed June 14, 2012, filed as Exhibit 10.6 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.42**			Restricted Stock Award Agreement for Robert Glassen, executed June 14, 2012, filed as Exhibit 10.7 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.43**			Restricted Stock Award Agreement for Arthur N. Kelly, executed June 14, 2012, filed as Exhibit 10.8 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.44**			Restricted Stock Award Agreement for Richard Proulx, executed June 14, 2012, filed as Exhibit 10.9 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.45**			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.

10.46**			Asher Enterprises Inc. Convertible Promissory Note in the amount of $40,000.00, 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.
10.47*			Asher Enterprises Inc. Securities Purchase Agreement, executed on April 27, 2011, between Global Earth Energy, Inc. and Asher Enterprises, Inc.
10.48*			Asher Enterprises Inc. Convertible Promissory Note in the amount of $27,500.00, executed on April 27, 2011, between Global Earth Energy, Inc. and Asher Enterprises, Inc.

·27

The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new board members.


10.49**			AGS Capital Group, LLC Investment Agreement, executed on October 5, 2010, between Global Earth Energy, Inc. and AGS Capital Group, LLC, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.
10.50**			AGS Capital Group, LLC Registration Rights Agreement, executed on October 5, 2010, between Global Earth Energy, Inc. and AGS Capital Group, LLC, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.
10.51**			Joint Venture Agreement between Reflora do Brasil and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.52**			Joint Venture Compensation Agreement between Strategic Alliance Consulting Group, Ltd. and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.2 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.53**			Joint Venture Compensation Agreement between George D. Sinnis and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.3 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.54**			Joint Venture Compensation Agreement between Glenn Sturm and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.4 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.55**			Joint Venture Compensation Agreement between Nelson Mullins Riley & Scarborough LLP and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.5 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.56**			Joint Venture Compensation Agreement between Raymond F. Barbush III and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.6 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.57**			Letter of Intent between Global Earth Energy, Inc. and 688239 B.C., Ltd., filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K on March 19, 2010, Commission File Number 000-31343, Commission File Number 000-31343.
10.58**			Investment Agreement dated as of May 20, 2010 by and between Global Earth Energy, Inc., a Nevada corporation, and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K on May 24, 2010, Commission File Number 000-31343.
10.59**			Registration Rights Agreement dated as of May 20, 2010, by and between Global Earth Energy, Inc., a Nevada corporation, and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, filed as Exhibit 10.2 to the registrant's Current Report on Form 8-K on May 24, 2010, Commission File Number 000-31343.
10.60**			Warrant issued to Norman T. Reynolds, Esq. for 2,000,000 shares of the common stock of the registrant, dated August 2, 2010, filed as Exhibit 10.19 to the registrant’s Annual Report on Form 10-K on December 15, 2010, Commission File Number 000-31343.
10.61**			Amendment to Memorandum of Understanding dated January 26, 2011, between Global Earth Energy, Inc. and LB Tim Co., Ltd., a South Korean corporation dated June 30, 2011, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on July 5, 2011, Commission File Number 000-31343.
10.62**			Amendment to Joint Venture Agreement for Participation and Operation of Properties between Global Earth Energy, Inc. and Western Energy Group, LLC, a Texas limited liability company, dated December 20, 2012.
10.63**			Compensation Agreement between Global Earth Energy, Inc. and Alex Barta dated May 23, 2012.
10.64**			Amended Management Agreement effective October 1, 2011, between the registrant and Betty Harland.

10.65*			Amended Employment Agreement effective August 27, 2011, between the registrant and Edmund J. Gorman.
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.
21.0**			Subsidiaries of the registrant.
23.0*			Consent of Independent Certified Public Accountants.
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.

Our goal is to assemble a board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the board will also consider candidates with appropriate non-business backgrounds.28

Other than the foregoing, there are no stated minimum criteria for director nominees, although the board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the board identifies nominees by first evaluating the current members of the board willing to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the board does not wish to continue in service or if the board decides not to re-nominate a member for re-election, the board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the board are polled for suggestions as to individuals meeting the criteria described above. The board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The board does not typically consider stockholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.


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.
99.9**	Press release dated June 16, 2011, announcing the acquisition of 25% equity ownership in Global Earth Natural Resources Inc. by Global Earth Energy, Inc., filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on June 20, 2011, Commission File Number 000-31343.

99.10**	Press release dated June 15, 2011 announcing the execution on June 9, 2011, of the Purchase Agreement Global Earth Natural Resources, L.L.C., a Texas limited liability company, jointly owned by the registrant, Modern Coal, LLC, a Texas limited liability company, and Global Earth Natural Resources Inc., a New Brunswick corporation, to acquire Samuel Coal, Inc. based in Kentucky, filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K on June 20, 2011, Commission File Number 000-31343.
99.11**	Press release dated June 8, 2011 announcing Contract Mining Agreement dated June 8, 2011, between the registrant and its joint venture partner, Modern Coal LLC through their joint venture limited liability company, Global Earth Natural Resources, L.L.C., a Contract Mining Agreement with Abundance Coal, filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K on June 20, 2011, Commission File Number 000-31343.
99.12**	Press release dated June 28, 2011, that Global Earth Natural Resources, L.L.C., a jointly-owned limited liability company by Global Earth Energy, Inc. and Modern Coal, LLC,, that they have received a contract dated June 15, 2011, from a large international coal group to purchase coal from Global Earth Natural Resources, L.L.C’s soon-to-be-acquired Samuel Coal property, and receipt of an initial deposit of $28 Million in the form of a letter of credit (LOC) from a foreign bank located in New York City, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on June 29, 2011, Commission File Number 000-31343.

101.INS*		XBRL Instance Document
101.SCH*		Taxonomy Extension Schema
101.CAL*		Taxonomy Extension Calculation Linkbase
101.DEF*		Taxonomy Extension Definition Linkbase
101.LAB*		Taxonomy Extension Label Linkbase
101.PRE*		Taxonomy Extension Presentation Linkbase

~~Section 16(a) Beneficial Ownership Reporting Compliance~~___________

~~Under~~*Filed Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commissionherewith. ~~Such persons are also required to furnish Global Earth Energy with copies of all forms so filed.~~

~~Based~~**Previously ~~solely upon a review of copies of such forms~~ filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater than 10 percent beneficial owners have not complied on a timely basis with all Section 16(a) filing requirements.

~~Communication with Directors~~ 29

Stockholders and other interested parties may contact any of our directors by writing to them at Global Earth Energy, Inc., at 1213 Culbreth Drive, Wilmington, North Carolina 28405, Attention: Corporate Secretary.SIGNATURES

26In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~Our~~GLOBAL ~~board~~EARTH ~~has approved a process for handling letters received by us and addressed to any of our directors. Under that process~~ENERGY, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires their attentionINC. ~~Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.~~

~~Conflicts~~Date: December of16, ~~Interest~~2013

~~With~~By ~~respect~~/s/ toSydney ~~transactions~~A. ~~involving real or apparent conflicts of interest, we have adopted written policies and procedures which require that:~~Harland

·Sydney A. Harland, Chief Executive Officer

~~The~~By ~~fact~~/s/ ofEdmund ~~the~~J. ~~relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval;~~Gorman

·Edmund J. Gorman, Chief Financial Officer and

~~The~~Principal ~~transaction~~Accounting ~~be approved by a majority of our disinterested outside directors; and~~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.

The transaction be fair and reasonable to us at the time it is authorized or approved by our directors.



Signature	Title	Date
/s/ Sydney A. Harland SYDNEY A. HARLAND	Chief Executive Officer and Director	December 16, 2013
/s/ Edmund J. Gorman EDMUND J. GORMAN	Chief Financial Officer, Principal Accounting Officer and Director	December 16, 2013
/s/ Betty-Ann Harland BETTY-ANN HARLAND	Chairman	December 16, 2013

~~Code of Ethics for Senior Executive Officers and Senior Financial Officers~~30

WeGLOBAL ~~have~~EARTH ~~adopted an amended Code of Ethics for Senior Executive Officers and Senior Financial Officers that applies to our president~~ENERGY, ~~chief executive officer, chief operating officer, chief financial officer, and all financial officers, including the principal accounting officer~~INC. ~~The code provides as follows:~~

·(A DEVELOPMENT STAGE COMPANY)

~~Each officer is responsible for full~~Wilmington, ~~fair,~~North accurate, timely and understandable disclosure in all periodic reports and financial disclosures required to be filed by us with the Securities and Exchange Commission or disclosed to our stockholders and/or the public.Carolina

·FINANCIAL REPORTS AT August 31, 2013

~~Each~~GLOBAL ~~officer~~EARTH ~~shall~~ENERGY, ~~immediately~~INC. ~~bring~~(A toDEVELOPMENT ~~the~~STAGE ~~attention~~COMPANY) ofWilmington, ~~the~~North ~~audit~~Carolina ~~committee,~~TABLE orOF ~~disclosure~~CONTENTS ~~compliance~~Consolidated ~~officer~~Balance Sheets at August 31, ~~any~~2013 ~~material~~and ~~information~~2012 F-2 Consolidated Statements of ~~which~~Operations for the ~~officer~~Years ~~becomes~~Ended ~~aware~~August ~~that~~31, ~~affects~~2013 ~~the~~and ~~disclosures~~2012 ~~made~~and byfor usthe inPeriod ~~our~~from ~~public~~the ~~filings~~Date ~~and~~the ~~assist~~Company Re-entered the ~~audit~~Development ~~committee~~Stage or(March ~~disclosure~~1, ~~compliance~~2010) ~~officer~~Through inAugust ~~fulfilling~~31, ~~its~~2013 ~~responsibilities~~F-3 Consolidated Statements of Cash Flows for ~~full~~the Years Ended August 31, ~~fair~~2013 and 2012 and for the Period from the Date the Company Re-entered the Development Stage (March 1, ~~accurate~~2010) Through August 31, ~~timely~~2013 ~~and~~F-4-5 ~~understandable~~Consolidated ~~disclosure~~Statements of Changes in ~~all~~Stockholders’ ~~periodic~~Deficit ~~reports~~for ~~required~~the toYears beEnded ~~filed~~August ~~with~~31, ~~the~~2013 ~~Securities~~and 2012 and ~~Exchange~~for ~~Commission.~~the Period from the Date Company Re-entered the Development Stage (March 1, 2010) Through August 31, 2013 F-6 Notes to Consolidated Financial Statements F-7 - 39

·REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Each~~To ~~officer shall promptly notify our general counsel, if any, or~~ the ~~president~~Board ~~or chief executive officer as well as the audit committee~~ of any information he may have concerning any violation of our Code of Business Conduct or our Code of Ethics, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in our financial reporting, disclosures or internal controls.Directors

·Global Earth Energy, Inc. (A Development Stage Company)

~~Each officer shall immediately bring to the attention of our general counsel~~Wilmington, ifNorth any, the president or the chief executive officer and the audit committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to us and the operation of our business, by us or any of our agents.Carolina

·We have audited the accompanying consolidated balance sheets of Global Earth Energy, Inc. (A Development Stage Company) (the “Company”) as of August 31, 2013 and 2012, and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended. The consolidated financial statements for the period since re-entering the development stage (March 1, 2010) to August 31, 2010 were audited by other auditors whose report expressed an unqualified opinion on those statements. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~Any~~We ~~waiver~~conducted our audits in accordance with standards of ~~this~~the ~~Code~~Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of ~~Ethics~~material ~~for~~misstatement. ~~any~~The ~~officer~~Company ~~must~~is benot ~~approved~~required to have, ifnor atwere ~~all~~we engaged to perform, inan ~~advance~~audit byof aits ~~majority~~internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the ~~independent~~circumstances, ~~directors~~but ~~serving~~not for the purpose of expressing an opinion on ~~our~~the ~~board~~effectiveness of ~~directors~~the Company's internal control over financial reporting. ~~Any~~ Accordingly, we express no such ~~waivers~~opinion. ~~granted~~An ~~will~~audit beincludes ~~publicly~~examining, ~~disclosed~~on a test basis, evidence supporting the amounts and disclosures in ~~accordance~~the ~~with~~financial ~~applicable~~statements. ~~rules,~~An ~~regulations~~audit also includes assessing the accounting principles used and ~~listing~~significant ~~standards~~estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

WeIn ~~intend~~our toopinion, ~~post~~the aconsolidated ~~copy~~financial ofstatements ~~our~~referred ~~Code~~to ofabove ~~Ethics~~present ~~on our website. In addition~~fairly, wein ~~have~~all ~~previously~~material ~~filed~~respects, athe ~~copy~~financial ofposition ~~our Code~~ of ~~Ethics~~Global ~~with~~Earth ~~the~~Energy, ~~SEC~~Inc. We ~~will~~(A ~~provide~~Development toStage ~~any~~Company) ~~person~~as ~~without~~of ~~charge,~~August ~~upon request~~31, a2013 ~~copy~~and of2012, ~~our~~and ~~Code~~the results of ~~Ethics. Any~~its ~~such~~operations ~~request~~and ~~should~~cash beflows ~~directed~~for ~~to our corporate secretary at~~ the ~~address~~periods ~~listed~~described ~~below~~above in ~~the~~conformity ~~next~~with ~~paragraph. The~~accounting ~~information~~principles ~~contained~~generally accepted in ~~our~~the ~~website~~United ~~shall~~States ~~not constitute part~~ of ~~this report~~America.

~~Our~~The ~~principal~~accompanying ~~executive~~consolidated ~~offices~~financial ~~are~~statements ~~located~~have atbeen ~~1213~~prepared ~~Culbreth~~assuming ~~Drive,~~that ~~Wilmington,~~the ~~North~~Company ~~Carolina~~will ~~28405,~~continue ~~telephone~~as ~~number~~a ~~(910)~~going ~~270-7749,~~concern. The ~~telecopier~~Company ~~(910)~~has ~~270-6640,~~reported recurring losses from operations and ~~email~~has ~~harlandsydney@aol~~an accumulated deficit for all periods presented.~~com~~ These matters raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. See note D to the consolidated financial statements for further information regarding this uncertainty.

27/s/ M&K CPAS, PLLC

~~Item 11~~www.mkacpas.com

~~Executive~~Houston, ~~Compensation.~~Texas

~~Summary~~December of16, ~~Cash and Certain Other Compensation~~2013

At present Global Earth Energy has only two executive officers. The compensation program for future executives will consist of three key elements which will be considered by a compensation committee to be appointed:F-1

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

A CONSOLIDATED ~~base~~BALANCE ~~salary;~~SHEETS



August 31,	2013	2012

ASSETS
Current Assets
Cash and Cash Equivalents	$ ––	$ ––

Total Assets	$ ––	$ ––

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank Overdraft	$ ––	$ 6
Note Payable – Related Party	––	303,250
Notes Payable	34,500	30,000
Convertible Note Payable – Related Party	3,090	––
Convertible Notes Payable, Net of discounts of $6,588 and $18,333	258,162	14,767
Accrued Expenses	871,002	456,361
Due to Joint Venture	101,250	101,250
Derivative Liabilities	925,112	55,913
Accrued Interest ($975,940 and $663,937 owed to related parties)	976,177	665,363
Accrued Compensation – Directors	4,035,302	3,431,594
Due to Directors	19,649	––

Total Liabilities	7,224,244	5,058,504

Stockholders' Deficit
Common Stock : $.00001 Par; 2,000,000,000 Shares Authorized;
1,036,003,087 and 120,829,653 Issued and 1,036,003,067 and 120,829,633 Outstanding, respectively	10,360	1,208

Stock Payable	––	––
Stock Held in Escrow: 152,533,332 and 48,712,800 Held in Escrow, Respectively	(105,259)	(6,021,420)

Common Stock, Class B: $.001 Par; 5,171,013 and 50,000,000 Shares Authorized; -0- Issued and Outstanding, respectively	––	––

Preferred Stock, Class A: $.001 Par; 10,000 Shares Authorized; -0- Issued and Outstanding	––	––

Preferred Stock, Class B: $.001 Par; 5,000,000 Shares Authorized;
3,000,000 Issued and Outstanding,	3,000	3,000
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	39,361,624	43,502,404
Accumulated Deficit	(7,419,591)	(7,419,591)
Accumulated Deficit Since Re-Entering the Development Stage	(39,071,378)	(35,121,105)
Treasury Stock – 20 Shares at Cost	(3,000)	(3,000)

Total Stockholders' Deficit	(7,224,244)	(5,058,504)

ATotal ~~performance~~Liabilities ~~bonus;~~ and Stockholders' Deficit $ –– $ ––

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

~~Periodic grants and/or options of our common stock.~~F-2

~~Base~~GLOBAL ~~Salary. Our~~EARTH ~~chief executive officer and all other senior executive officers receive compensation based on such factors as competitive industry salaries~~ENERGY, aINC. ~~subjective~~(A ~~assessment~~Development ofStage ~~the~~Company) ~~contribution and experience of the officer~~Wilmington, ~~and~~North ~~the specific recommendation by our chief executive officer.~~Carolina

~~Performance~~CONSOLIDATED ~~Bonus. A~~STATEMENTS ~~portion~~OF ofOPERATIONS each officer’s total annual compensation is in the form of a bonus. All bonus payments to officers must be approved by our compensation committee based on the individual officer’s performance and company performance.

Stock Incentive. Stock grants and options are awarded to executive officers based on their positions and individual performance. Stock grants and options provide incentive for the creation of stockholder value over the long term and aid significantly in the recruitment and retention of executive officers. The compensation committee considers the recommendations of the chief executive officer for stock grants and options to executive officers (other than the chief executive officer) and approves, disapproves or modifies such recommendation. Stock grants and options for the chief executive officer will be recommended and approved by our board of directors. See “Market Price of and Dividends on our Common Equity and Related Stockholder Matters - Securities Authorized for Issuance under Equity Compensation Plans.”





			Period From
			Date of re-entering the Development Stage
			March 1, 2010
			Through
For the Years Ended August 31,	2013	2012	August 31, 2013

Revenues, Net	$ ––	$ ––	$ ––

Cost of Goods Sold	—	—	—

Gross Profit	—	—	—

Expenses
Compensation Expense	200,000	23,126,406	27,409,187
Consulting Fees	602,500	1,253,234	4,215,831
General and Administrative	718,975	421,744	2,039,760
Impairment Loss	21,403	––	1,294,594
Interest Expense	424,122	328,144	1,201,027
Loss on Conversion	––	––	180,000
Loss on Debt Modifications	1,004,383	––	1,004,383
(Gain) Loss on Derivative	978,890	(133,444)	1,710,092

Total Expenses	3,950,273	24,996,084	39,054,874

Loss from Operations Before
Provision for Taxes	(3,950,273)	(24,996,084)	(39,054,874)

Provision for Taxes	—	—	—

Loss from Continuing Operations	(3,950,273)	(24,996,084)	(39,054,874)

Discontinued Operations
Loss from Discontinued Operations	—	—	(16,504)

Net Loss	$ (3,950,273)	$ (24,996,084)	$ (39,071,378)

Weighted Average Number of
Common Shares Outstanding -
Basic and Diluted	515,309,253	24,601,650
Net Loss Per Common Share -
Basic and Diluted	$ (0.01)	$ (1.02)

~~Summary Compensation Table~~F-3

~~The~~GLOBAL ~~following~~EARTH ~~table sets forth~~ENERGY, ~~for~~INC. ~~our~~(A ~~named~~Development ~~executive~~Stage ~~officers~~Company) ~~for the two completed fiscal years ended August 31~~Wilmington, ~~2012~~North ~~and 2011:~~Carolina

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Sydney A. Harland (1)	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2012	-0-	-0-	3,800,000	-0-	-0-	-0-	-0-	-0-
Edmund J. Gorman (2)	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2012	-0-	-0-	3,800,000	-0-	-0-	-0-	-0-	-0-

CONSOLIDATED STATEMENTS OF CASH FLOWS

__________




			Period From
			Date of re-entering the Development Stage
			March 1, 2010
			Through
For the Years Ended August 31,	2013	2012	August 31, 2013

Cash Flows Used In Operating Activities

Net Loss	$ (3,950,273)	$ (24,996,084)	$ (39,071,378)

Non-Cash Adjustments:
Bad Debt	––	––	66,750
Discontinued Operations	––	––	16,504
Imputed Interest on Related Party Note Payable	18,621	24,356	52,312
Preferred Stock Issued in Exchange for Services Rendered	––	––	600,000
Common Stock Issued in Exchange for Services Rendered	116,130	23,857,807	24,976,057
Common Stock Issued in Exchange for Compensation to Officer	200,000	––	200,000
Compensation Expense – Stock Option Awards	107,863	––	4,190,644
Impairment Loss	21,403	––	1,294,543
Amortization of Debt Discount	75,245	29,869	216,911
Loss on Conversion of Accrued Expenses for Stock Payable	––	––	180,000
Loss on Debt Modification	1,004,383	––	1,004,383
(Gain) Loss on Derivative	978,890	(133,444)	1,710,092
Changes in Assets and Liabilities:
Prepaid Expenses	––	––	110,875
Other Assets	––	––	(5,000)
Accrued Expenses	415,703	228,619	779,923
Accrued Interest	5,681	248,821	353,694
Accrued Interest – Related Parties	312,003	––	312,003
Accrued Compensation – Directors	603,708	621,626	2,393,321

Net Cash Flows Used In Operating Activities	(90,643)	(118,430)	(618,366)

Cash Flows from Investing Activities
Cash Paid to Joint Venture	––	––	(18,750)

Net Cash Flows from Investing Activities	––	––	(18,750)
Cash Flows from Financing Activities
Bank Overdraft	(6)	6	––
Cash Proceeds from Convertible Debt	63,500	27,500	223,500
Cash Proceeds from Issuance of Debt	4,500	15,000	34,500
Cash Proceeds from Sale of Stock	––	––	72,658
Cash Proceeds from Issuance of Related Party Debt	3,000	66,750	313,373
Repayment of Related Party Debt	––	––	(20,673)
Advances from (Repayment to) Directors – Net	19,649	(400)	13,468

Net Cash Flows from Financing Activities	90,643	108,856	636,826

~~(1)~~The accompanying notes are an integral part of these financial statements.

~~Mr. Harland is our president and chief executive officer and a director.~~-continued-

~~(2)~~F-4

Mr. Gorman is our chief financial officer, principal accounting officer, secretary, and director.


Net Change in Cash and Cash Equivalents	––	(9,574)	(290)

Cash and Cash Equivalents - Beginning of Year	––	9,574	290

Cash and Cash Equivalents - End of Year	$ ––	$ ––	$ ––

Supplemental Disclosures
Interest Paid	$ 25,094	$ 25,094	$ 172,759
Income Taxes Paid	$ —	$ —	$ —

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVIES:
Net Assets Acquired from Acquisition of 688239 B.C.	$ —	$ —	$ 845,000
Common Stock Issued in Payment of Debt	$ —	$ —	$ 350,435
Investment in Joint Venture & Due to Joint Venture	$ —	$ —	$ 120,000
Common Stock Issued for Investment in Joint Venture	$ —	$ —	$ 324,643
Common Stock Issued for Assets and Liabilities Assumed in Merger	$ —	$ —	$ 845,000
Common Stock Issued to Relieve Accrued Expenses	$ —	$ —	$ 136,400
Stock Payable Reclassed to Derivative Due to Tainted Equity	$ 28,403	$ 4,700	$ 579,103
Discounts on Debt due to Derivative Liability	$ 32,500	$ 27,500	$ 192,500
Discounts on Debt due to Beneficial Conversion Features	$ 31,000	$ —	$ 31,000
Common Stock Issued to Escrow	$ 2,288,261	$ 5,941,518	$ 9,474,895
Conversion of Preferred Stock	$ —	$ —	$ 6,000
Derivative Liability Settled to Additional Paid in Capital	$ 170,594	$ 47,777	$ 1,556,583
Common Stock Issued for Conversion of Related Party Convertible Note Payable	$ 54,600	$ —	$ 54,600
Common stock cancelled by shareholders	$ 506	$ —	$ 815
Common Stock Issued from Escrow for Conversion of
Convertible Note Payable	$ 88,342	$ 21,900	$ 218,922

ItThe isaccompanying ~~uncertain~~notes ~~when,~~are ifan ~~ever,~~integral wepart ~~will be in a position to compensate any~~ of ~~our~~these ~~officers~~financial ~~or directors~~statements. Before we can expect to provide for officer salaries, we will have to generate revenues from operations, from the sale of our securities, or loans. See “Business.” In June 2012, we issued 10,000,000 shares of our common stock to Sydney A. Harland and 10,000,000 shares of our common stock to Edmund J. Gorman for services to Global Earth Energy as directors. These shares were valued at $0.38 per share. Also, please see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” for a discussion of additional shares that we have issued.

28F-5

~~Outstanding~~GLOBAL ~~Equity~~EARTH ~~Awards~~ENERGY, atINC. ~~Fiscal~~(A ~~Year-End~~NEVADA CORPORATION) Wilmington, North Carolina CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

The following table provides information for each of our named executive officers as of the end of our last completed fiscal year, August 31, 2012:




		Common						Preferred Stock
	Common	Stock		Stock				($.001 Par)		Additional		Treasury	Total
	Stock Shares	($.00001 Par)	Stock Payable	Held in Escrow		Class A	Class B		Class C	Paid - In Capital	Accumulated Deficit	Stock at Cost	Stockholders’ Deficit

Balance – March 1, 2010	17,115	$ ––	$ —		$ —	$ 30	$1,000		$ 1,000	$4,679,757	$(7,419,591)	$(3,000)	$(2,740,804)
Compensation Expense – Stock Awards	––	––	––	––		––	––		––	4,017,410	––	––	4,017,410
Common Stock Issued in Exchange for Services Rendered	1,333	––	––	––		––	––		––	28,800	––	––	28,800
Common Stock Issued for Cash	2,968	––	––	––		––	––		––	72,659	––	––	72,659
Common Stock Issued in Payment of Debt	15,667	––	––	––		––	––		––	350,435	––	––	350,435
Preferred Stock Converted to Common	667	––	––	––		––	––		(1,000)	1,000	—	—	—
Common Stock Issued in Plan of Merger	43,334	1	––	––		––	––		––	844,900	––	––	845,000
Net Loss for the Period	—	—	––	––		––	––		––	—	(5,604,156)	—	(5,604,156)

Balance – August 31, 2010	81,084	1		—		30	1,000		––	9,995,060	(13,023,747)	(3,000)	(3,030,656)

Shares Issued – Joint Venture Agreement	48,095	1		––		––	––		––	324,642	––	––	324,643

Compensation Expense – Stock Option Awards	—	—		—		—	—		—	92,371	—	—	92,371

Shares Issued to Escrow Held for Notes Payable Conversion	100,869	1		(1,245,117)		—	—		—	1,245,116	—	—	—

Escrow Shares Issued Upon Conversion of Notes Payable	—	—		469,563		—	—		—	(360,883)	—	—	108,680

Preferred Stock Issued in Exchange for Services Rendered	—	—		—		—	2,000		—	598,000	—	—	600,000

Common Stock Issued in Exchange for Services Rendered	131,600	1		—		—	—		—	973,319	—	—	973,320

Preferred Stock Converted to Common	4,000	—		—		(30)	—		—	30	—	—	—

Settlements of Derivative Liabilities	91,333	1		—		—	—		—	1,338,211	—	—	1,338,212

Imputed Interest on Non-Interest Notes	—	—		—		—	—		—	9,335	—	—	9,335

Common Stock Issued to Relieve Accrued Expenses	16,000	—		––		––	––		––	136,400	––	––	136,400

	Option Awards					Stock Awards
Net Loss									—	—	—	—	—	(4,520,865)	—	(4,520,865)
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Balance - August 31, 2011	472,981	5				––			(775,554)	––	3,000	—	$14,351,601	(17,544,612)	(3,000)	(3,968,560)
Sydney A. Harland (1)	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Shares Issued to Escrow Held for Notes Payable Conversion	48,700,963	487				––			(5,941,518)	—	—	—	5,941,031	—	—	—
Edmund J. Gorman (2)	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Compensation Expense – Stock Awards	60,000,000	600				––			—	—	—	—	22,799,400	—	—	22,800,000
Escrow Shares Issued Upon Conversion of Notes Payable	24,138	—				––			695,652	—	—	—	(673,752)	—	—	21,900
Common Stock Issued in Exchange for Services Rendered	11,620,666	116				––			—	—	—	—	1,057,691	—	—	1,057,807
Settlements of Derivative Liabilities	32,667	—				––			—	—	—	—	47,777	—	—	47,777
Shares Loaned to Company – Reclassed to Derivative Liability	(21,762)	—				––			––	––	––	––	(45,700)	––	––	(45,700)
Imputed Interest on Non-Interest Notes	—	—				––			—	—	—	—	24,356	—	—	24,356
Net Loss	—	—				––			—	—	—	—	—	(24,996,084)	—	(24,996,084)
Balance – August 31, 2012	120,829,653	$ 1,208				$ ––			$ (6,021,420)	$ ––	$3,000	––	$43,502,404	$(42,540,696)	$(3,000)	$ (5,058,504)
Cancellation of Shares by shareholders	(50,625,619)	(506)				—			—	—	—	—	506	—	—	—
Compensation Expense – Stock Awards to Officer	100,000,000	1,000				—			—	—	—	—	199,000	—	—	200,000
Common Stock Issued Upon Conversion of Related Party Convertible Note Payable	80,000,000	800				—			—	—	—	—	46,800	—	—	47,600
Compensation Expense – Stock Awards	370,300,000	3,703				—			—	—	—	—	112,427	—	—	116,130
Compensation Expense – Stock Option Awards	—	—				—			—	—	—	—	107,863	—	—	107,863
Shares Issued Upon Conversion of Notes Payable	7,142,857	71				—			—	—	—	—	9,929	—	—	10,000
Escrow Shares Issued Upon Conversion of Notes Payable	—	—				—			8,204,422	—	—	—	(8,126,080)	—	—	78,342
Imputed Interest on Non-Interest Notes	—	—				—			—	—	—	—	18,621	—	—	18,621
Loss on Debt Modifications	—	—				—			—	—	—	—	1,004,383	—	—	1,004,383
Settlements of Derivative Liabilities	—	—				—			—	—	—	—	170,594	—	—	170,594
Shares Issued to Escrow Held for Potential Notes Payable Conversion	408,356,196	4,084				—			(2,288,261)	—	—	—	2,284,177	—	—	—
Stock Payable for Conversion of Related Party Convertible Debt	—	—				7,000			—	—	—	—	—	—	—	7,000
Stock Payable for Equity Method Investment	—	—				21,403			—	—	—	—	—	—	—	21,403
Re-class Stock Payable to Derivative Liabilities	—	—				(28,403)			—	—	—	—	—	—	—	(28,403)
Debt Discount Due to Beneficial Conversion Features	—	—				—			—	—	—	—	31,000	—	—	31,000
Net Loss	—	—				—			—	—	—	—	—	(3,950,273)	—	(3,950,273)
Balance - August 31, 2013	1,036,003,087	$10,360				$—			$ (105,259)	$ ––	$3,000	$ ––	$39,361,624	$(46,490,969)	$(3,000)	$(7,224,244)

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

~~(1)~~F-6

~~Mr.~~GLOBAL ~~Harland~~EARTH isENERGY, ~~our president and chief executive officer and a director~~INC.

(2A Development Stage Company)

~~Mr. Gorman is our chief financial officer~~Wilmington, ~~principal~~North ~~accounting officer, secretary, and director.~~Carolina

~~Employment~~NOTES ~~Agreements~~TO CONSOLIDATED FINANCIAL STATEMENTS

AsNOTE ofA ~~the~~–The ~~date of this report, we have employment agreements with Betty Harland, our chairman, and Edmund J. Gorman, our chief financial officer and principal accounting officer, as follows:~~Company

·International Development Corp. (“IDC”) was formed on October 22, 2004, under the laws of the state of Nevada. On December 9, 2004, IDC merged with Ozolutions Inc., a Delaware Corporation, which was formed on January 10, 1996 as Unipak Process, Inc., with IDC as the surviving corporation. On April 14, 2006 IDC changed its name to Global Wataire Inc. On February 5, 2008, the Company changed their name to Global Earth Energy, Inc. The Company’s principal office is located in Wilmington, North Carolina.

On ~~October~~December 19, 2004, wethe ~~executed~~Company aamended ~~management~~the ~~agreement~~articles ~~with Betty Harland, whereby Mrs. Harland was engaged as our chairman. The term~~ of ~~Mrs.~~incorporation ~~Harland’s~~to ~~employment~~increase ~~expired on October 1, 2009, but has been renewed for an additional two years until October 1, 2011. On December 5, 2011,~~ the ~~agreement~~authorized ~~was~~shares ~~extended~~of ~~until~~common ~~October~~stock 1,from ~~2015. Mrs. Harland’s compensation was set at $220~~50,000 ~~annually~~,000 ~~payable~~to ~~at the rate of $18~~800,~~333.33 monthly~~000,000 ~~subject~~and toauthorized ~~review by our board of directors from time to time. Mrs. Harland is also entitled to a bonus of~~ up to 50 percent of her annual compensation if and when granted by the board of directors subject to the achievement of annual performance criteria as approved by the board. We have the right to terminate the agreement with Mrs. Harland at any time with a payment of twice the outstanding amount remaining on the term of the agreement at the time of termination100, ~~plus a cash settlement of $1,~~000,000~~. The~~ ~~termination~~shares ~~payments will be in the form~~ of ~~cash. Mrs.~~all ~~Harland~~classes ~~will provide a minimum~~ of ~~two~~Preferred ~~months notice prior to termination of the agreement by her~~Stock.

·On December 9, 2004, the Company established a series of Preferred Stock, Class A, $0.001 Par Value. The Company is authorized to issue 1,000,000 shares of Preferred Stock, Class A, with each share carrying 200 to 1 voting rights and convertible into common stock on a 200 for 1 basis.

OnIn ~~August~~April 252005, ~~2007,~~the weCompany ~~executed~~established ana ~~employment~~series ~~agreement~~of ~~with~~Preferred ~~Edmund~~Stock, J.Class ~~Gorman~~B, ~~whereby Mr~~$0.001 ~~Gorman~~Par ~~was engaged as our chief financial officer~~Value. The ~~term~~Company ofis ~~Mr.~~authorized ~~Gorman’s~~to ~~employment~~issue ~~expired on August 25, 2009, but has been renewed for an additional two years until August 25, 2011. On December~~ 5, ~~2011~~000, ~~the agreement was extended until August 27, 2015. Mr. Gorman’s compensation was set at $150,~~000 ~~annually,~~shares ~~payable~~with ateach ~~the~~share ~~rate~~carrying ~~of $12,~~500 ~~monthly, subject~~ to ~~review~~1 byvoting ~~our~~rights ~~board of directors from time to time. Mr. Gorman is also entitled to a bonus of up to 50 percent of his annual compensation if~~ and ~~when~~not ~~granted~~convertible byinto the board of directors subject to the achievement of annual performance criteria as approved by the board. In addition, Mr. Gorman is entitled to participate in any of our stock option plans when grants are determined by our board of directors. Among his duties, Mr. Gorman will liaison with our auditors, our audit and compensation committees, our board of directors, investors and financial institutions. Mr. Gorman’s agreement may be terminated by the registrant at any time with a payment of twice his remaining compensation rate at the time of termination. These payments may be in the form of either cash or shares of our common stock ~~or any combination thereof as determined by our board of directors at that time~~. ~~Mr. Gorman will provide a minimum of two months notice prior to termination of the agreement by him.~~

29Preferred Stock, Class C, $0.001 Par Value. The Company is authorized to issue 15,000,000 shares with each share carrying 1 to 1 voting rights and convertible into common stock on a 1 for 1 basis.

WeIn ~~previously~~May ~~had~~2006, anthe ~~employment~~Company ~~agreement~~established ~~with~~a ~~Mr.~~series ~~Harland,~~of ~~but~~Preferred itStock, ~~expired~~Class onD, ~~August~~$0.001 ~~25,~~Par ~~2012~~Value. The ~~agreement~~Company ~~provide~~is asauthorized ~~follows:~~to issue 13,000,000 shares with each share carrying 3 to 1 voting rights and convertible into common stock on a 3 for 1 basis.

·On May 31, 2006, the Company changed the name of its wholly owned subsidiary Freshwater Technologies, Inc. to Atlantic Seaboard Company.

On ~~August~~September 2528, ~~2007~~2006, wethe ~~executed~~Company anchanged employment agreement with Sydney A. Harland, whereby Mr. Harland was engaged as our president and chief executive officer. The term of Mr. Harland’s employment expired on August 25, 2012. Mr. Harland’s compensation was set at $220,000 annually, payable at the ~~rate~~name of ~~$18,333.33~~its ~~monthly,~~wholly ~~subject~~owned tosubsidiary ~~review~~Atlantic bySeaboard ~~our~~Company ~~board of directors from time~~ to ~~time. Mr.~~DigiTar Harland was also entitled to a bonus of up to 50 percent of his annual compensation if and when granted by the board of directors subject to the achievement of annual performance criteria as approved by the board. In additionNevada, MrInc. ~~Harland was entitled to participate in any of our stock option plans when grants are determined by our board of directors.~~

~~Sydney~~On A.November ~~Harland~~5, ~~and~~2007, ~~Betty~~the ~~Harland~~Company ~~are~~changed ~~married~~the name of its wholly owned subsidiary DigiTar Nevada, Inc. to Knightbridge Corp.

~~Director~~The ~~Compensation~~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.

~~Our~~On ~~directors~~April ~~do not receive compensation for their services as directors. However~~23, ~~on June 14~~2010, ~~2012,~~the weCompany’s ~~awarded~~wholly ~~10,000,000~~owned ~~shares of restricted stock to each of our directors~~subsidiary, ~~Sydney~~Global A.Earth ~~Harland,~~Energy ~~Betty~~Acquisition A.Company ~~Harland,~~was ~~Edmund~~incorporated J.in ~~Gorman,~~the ~~Robert~~state ~~Glassen, Arthur N. Kelly, and Richard Proulx, each~~ of ~~whom executed a Restricted Stock Award Agreement~~Wyoming.

~~Item~~On 12January 28, 2011, the Company amended their Preferred Stock Class A authorized shares from 1,000,000 shares to 10,000 shares.

~~Security~~On ~~Ownership~~May 29, 2013 the Company amended the articles of ~~Certain~~incorporation ~~Beneficial~~to ~~Owners~~increase ~~and~~the ~~Management~~authorized shares of common stock from 800,000,000 to 2,000,000,000 and ~~Related~~changed ~~Stockholder~~the ~~Matters~~par value from $0.001 to $0.00001.

~~The following table presents information regarding the beneficial ownership of all shares of our common stock as of the date of this report by:~~ F-7

·GLOBAL EARTH ENERGY, INC.

~~Each~~(A ~~person~~Development ~~who~~Stage ~~owns beneficially more than five percent of the outstanding shares of our common stock;~~Company)

·Wilmington, North Carolina

~~Each~~NOTES ~~person~~TO ~~who~~CONSOLIDATED ~~owns~~FINANCIAL ~~beneficially outstanding shares of our preferred stock;~~STATEMENTS

·NOTE A –The Company – continued

~~Each~~Principles ~~director~~ of ~~Global Earth Energy;~~Consolidation

·The consolidated financial statements include the accounts of Global Earth Energy, Inc., and its wholly owned subsidiaries. All significant inter-company balances have been eliminated in consolidation.

~~Each~~Scope ~~named executive officer~~ of ~~Global Earth Energy; and~~Business

·The Company’s business objective is to maximize its resources to purchase holdings in the Coal, Oil and Gas field. The Company’s main focus is purchasing and mining coal assets with joint venture partners and operators. Given the high demand for coal as an energy source, the Company is only attempting to purchase coal properties that produce high grade steam or metallurgic coal. Further, the Company is keeping open the possibility of expanding its operations into the oil, gas and precious metal fields of mining.

~~All~~Note ~~directors~~B ~~and officers of Global Earth Energy as a group.~~-

	Shares of Common Stock Beneficially Owned (2)		Shares of Preferred Stock Beneficially Owned (2)
Name of Beneficial Owner (1)	Number	Percent	Number	Percent
Betty A. Harland (3)	12,100,000	3.56	3,000,000	100
Sydney A. Harland (3)	106,103,304	31.17	-0-	-0-
Edmund J. Gorman	10,000,000	2.94	-0-	-0-
Robert Glassen	10,000,000	2.94	-0-	-0-
Arthur N. Kelly	10,001,334	2.94	-0-	-0-
Richard Proulx	10,001,334	2.94	-0-	-0-
Mark Hollingsworth	-0-	-0-	-0-	-0-
All directors and officers as a group (seven persons)	158,205,972	46.49	3,000,000	100

Summary of Significant Accounting Policies

~~________~~ Method of Accounting

~~(1)~~The Company maintains its books and prepares its financial statements on the accrual basis of accounting.

~~Unless~~Cash otherwise indicated, the address for each of these stockholders is c/o Global Earth Energy, Inc., at 1213 Culbreth Drive, Wilmington, North Carolina 28405. Also, unless otherwise indicated, each person named in the table above has the sole voting and ~~investment~~Cash ~~power with respect to our shares of common stock or preferred stock which he beneficially owns.~~Equivalents

~~(2)~~Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions, which periodically may exceed federally insured amounts. As of August 31, 2013 and 2012 the Company had no cash equivalents.

~~Beneficial~~Income ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of November 30, 2012, we had issued 340,409,338 shares of our common stock, par value $0.001 per share, with 173,857,827 shares outstanding, of which 16,198,617 shares were unrestricted and 157,659,210 shares were restricted.. The percentage of ownership is calculated on the issued shares of 340,409,338. There are currently four series of preferred stock designated as follows: (i) 10,000 shares have been designated as Series A, none of which are issued and outstanding; (ii) 5,000,000 shares have been designated as Series B Preferred Stock, $0.001 per share, 3,000,000 of which have been issued and are outstanding; (iii) 15,000,000 shares have been designated as Series C Preferred Stock, $0.001 per share, none of which are issued and outstanding; and (iv) 13,000,000 shares of Series D Preferred Stock, $0.001 par value per share, none of which are issued and outstanding. Pursuant to our Certificate of Designation establishing Series B Preferred Stock, a holder of shares of the Series B Preferred Stock is entitled to the number of votes equal to the number of shares of the Series B Preferred Stock held by such holder multiplied by 500 on all matters submitted to a vote of our stockholders. Betty-A. Harland holds 3,000,000 shares of our Series B Preferred Stock. Therefore, Mr. and Mrs. Harland together will have the power to vote 1,618,203,304 shares of our common stock, which number exceeds the majority of the issued and outstanding shares of our common stock on the date of this report.Taxes

30The Company accounts for income taxes in accordance with generally accepted accounting principles which prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value.

~~(3)~~The Company evaluates all significant tax positions as required by accounting principles generally accepted in the United States of America. As of August 31, 2013, the Company does not believe that it has taken any positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year. It is the Company’s policy to recognize any interest and penalties in the provision for taxes.

~~Mr.~~ Earnings ~~and~~per ~~Mrs. Harland are married.~~Share

~~Other~~Earnings ~~than~~per asshare ~~stated~~of ~~above~~common stock are computed in accordance with FASB ASC 260 (prior authoritative literature: FASB Statement No. 128.), FASB ASC 260 replaces SFAS No, 128, “Earnings per Share”. Basic earnings per share are computed by dividing income or loss available to common shareholders by the weighted-average number of common shares outstanding for each period. Diluted earnings per share are calculated by adjusting the weighted average number of shares outstanding assuming conversion of all potentially dilutive stock options, warrants and convertible securities, if dilutive. Common stock equivalents that are anti-dilutive are excluded from both diluted weighted average number of common shares outstanding and diluted earnings per share.

·F-8

~~There~~ GLOBAL ~~are~~EARTH ~~no arrangements~~ENERGY, ~~known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of Global Earth Energy; and~~INC.

·(A Development Stage Company)

~~There~~Wilmington, ~~are~~North ~~no arrangements or understandings with respect to election of directors or other matters.~~Carolina

~~Item~~NOTES ~~13.~~TO CONSOLIDATED FINANCIAL STATEMENTS

~~Certain~~Note ~~Relationships~~B ~~and Related Transactions and Director Independence.~~-

~~None,~~Summary ~~other~~of ~~than~~Significant asAccounting ~~stated~~Policies ~~herein.~~– continued

~~Item~~ Financial ~~14.~~Instruments

~~Principal~~The ~~Accounting~~Company’s ~~Fees~~financial ~~and~~instruments ~~Services~~consist of debt. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

~~Audit~~ Use ~~Fees~~of Estimates

The ~~aggregate~~preparation ~~fees~~of ~~billed~~financial bystatements ~~EFP~~in ~~Rotenberg~~conformity ~~LLP~~with ~~for~~generally ~~professional~~accepted ~~services~~accounting ~~rendered~~principles ~~for~~in the ~~audit~~United States of ~~our~~America ~~annual~~requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements ~~for~~and ~~fiscal~~the ~~year~~reported ~~ended~~amounts ~~August~~of ~~31,~~revenues ~~2012,~~and ~~were~~expenses ~~$-0-~~during the reporting period. Actual results could differ from those estimates.

~~The~~ Stock-Based ~~aggregate fees billed by M&K CPAS, PLLC for professional services rendered for the audit of our annual financial statements for fiscal year ended August 31, 2012, were $28,400.~~Compensation

~~Audit~~Stock-based ~~Related~~compensation ~~Fees~~is computed in accordance with FASB ASC 718 (prior authoritative literature: FASB Statement No. 123R). FASB ASC 718 replaces SFAS No. 123R which requires all share-based payment to employees, including grants of employee stock options, to be recognized as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company has selected the Black-Scholes option pricing model as the most appropriate fair value method for our awards and have recognized compensation costs immediately as our awards are 100% vested.

The ~~aggregate~~Company’s ~~audit~~accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of FASB ASC 505-~~related~~50 ~~fees~~(prior ~~billed~~authoritative byliterature, ~~Rotenberg~~EITF &96-18, ~~Company~~“Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, ~~LLP~~or in Conjunction with Selling, Goods or Services” and EITF 00-18, “Accounting Recognition for ~~professional~~Certain ~~services~~Transactions ~~rendered~~Involving Equity Instruments Granted to Other Than Employees.”) The measurement date for the ~~audit~~fair value of ~~our~~the ~~annual~~equity ~~financial~~instruments ~~statements~~issued is determined at the earlier of (i) the date at which a commitment for ~~fiscal~~performance ~~year~~by ~~ended~~the ~~August~~consultant ~~31,~~or ~~2012~~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, ~~were~~the $1fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to employees is accounted for based on the fair value of the related stock or options or the fair value of the services,~~700~~ whichever is more readily determinable in accordance with ASC 718.

~~The~~ Derivative ~~aggregate~~Financial ~~audit-related fees billed by M&K CPAS, PLLC for professional services rendered for the audit of our annual financial statements for fiscal year ended August 31, 2012, were $-0-.~~Instruments

~~Tax~~The ~~Fees~~Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

The ~~aggregate~~Company ~~tax~~reviews ~~fees~~the ~~billed~~terms byof ~~Rotenberg~~the &common ~~Company~~stock, ~~LLP~~warrants ~~for~~and ~~professional~~convertible ~~services~~debt ~~rendered~~it ~~for~~issues ~~tax~~to ~~services~~determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for ~~fiscal~~separately ~~year~~as ~~ended~~derivative ~~August~~financial 31instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, ~~2012~~including the conversion option, ~~were~~that ~~$-0-~~is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

~~The aggregate tax fees billed by M&K CPAS, PLLC for professional services rendered for tax services for fiscal year ended August 31, 2012, were $~~F-~~0-.~~9

~~All~~GLOBAL ~~Other~~EARTH ~~Fees~~ENERGY, INC.

~~There~~(A ~~were~~Development noStage ~~other fees billed by Rotenberg &~~ Company~~, LLP or M&K CPAS, PLLC for professional services rendered during the fiscal years ended August 31, 2012 and 2011, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.~~)

31Wilmington, North Carolina

~~PART~~NOTES IVTO CONSOLIDATED FINANCIAL STATEMENTS

~~Item~~Note ~~15.~~B -

~~Exhibits,~~Summary ~~Financial~~of ~~Statement~~Significant ~~Schedules.~~Accounting Policies – continued

~~(a)~~Derivative Financial Instruments

~~All~~Bifurcated ~~financial~~embedded ~~statements~~derivatives are ~~included~~initially recorded at fair value and are then revalued at each reporting date with changes in ~~Item~~the 8fair value reported as non-operating income or expense. The Company uses a Black-Scholes model for valuation of ~~this~~the ~~report~~derivative. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value.

~~(b)~~The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense, using the effective interest method.

~~All~~Derivative ~~financial~~instrument ~~statement~~liabilities ~~schedules~~are ~~required~~classified toin bethe ~~filed~~balance bysheet ~~Item~~as 8current ofor ~~this~~non-current ~~report~~based ~~and~~on ~~the~~whether ~~exhibits~~net ~~contained~~cash insettlement ~~this~~of ~~report~~the ~~are~~derivative ~~included~~instrument incould ~~Item~~be 8required within the 12 months of ~~this~~the ~~report~~balance sheet date.

~~(c)~~ Joint Venture

The ~~following~~Company ~~exhibits~~has determined that investments in joint ventures should be accounted for as an equity investment in accordance with FASB ASC 323 when ownership is 50% or less. FASB ASC 323 provides that under the equity method, an investor shall recognize its share of the earnings or losses of an investee in the periods for which they are ~~attached~~reported toby ~~this~~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.

Exhibit No.	Identification of Exhibit
2.1**	Plan and Agreement of Triangular Merger between Global Earth Energy, Inc., Global Earth Energy Acquisition Company, 688239 B.C. Ltd., and Melvin K. Dick dated May 10, 2011, filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K on May 10, 2011, Commission File Number 000-31343.
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 September 28, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.
10.4**	Asher Enterprises Inc. Convertible Promissory Note in the amount of $65,000.00, executed on September 28, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K on October 12, 2010, 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.

Note C - Recently Issued Accounting Standards

32In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

10.10**	Joint Venture Agreement dated February 22, 2011, between Global Earth Energy, Inc. and Innovated Concepts of Ethanol Corp., filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.
10.11**	Agreement for the Sale and Purchase of Coal dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on February 23, 2011, Commission File Number 000-31343.
10.12**	Joint Venture Agreement dated February 24, 2011, between Global Earth Energy, Inc. and Biosynergies Lubbock, LLC, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 25, 2011, Commission File Number 000-31343.
10.13**	Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
10.14**	Regulations of Global Earth Natural Resources, L.L.C., dated May 23, 2011, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
10.15**	Firm Corporate Offer for International Coal Sales dated April 4, 2011 between Modern Coal, LLC, a Texas limited liability company, and Advent Enterprises Inc., filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
10.16**	Certificate of Formation of Global Earth Natural Resources, L.L.C., a Texas limited liability company, dated May 23, 2011, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
10.17**	Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
10.18**	Amendment to Memorandum of Understanding between Global Earth Energy, Inc. and L. B. Tim Co., Ltd., dated March 23, 2011, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.
10.19**	Termination notice with respect to the Biosynergies 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.

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

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

10.28**	Amended Code of Ethics for Senior Executive Officers and Senior Financial Officers of Global Earth Energy, Inc., filed as Exhibit 10.28 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.29**	Amended Charter of the Compensation Committee of Global Earth Energy, Inc., filed as Exhibit 10.29 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.30**	Amended Corporate Governance Principles of the Board of Directors of Global Earth Energy, Inc., filed as Exhibit 10.30 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.31**	Amended Charter of the Executive Committee of the Board of Directors of Global Earth Energy, Inc. , filed as Exhibit 10.31 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.32**	Amended Charter of the Governance and Nominating Committee of Global Earth Energy, Inc., filed as Exhibit 10.32 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.33**	Amended Charter of the Governance and Nominating Committee of Global Earth Energy, Inc., filed as Exhibit 10.32 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.34**	Amended Charter of the Finance Committee of Global Earth Energy, Inc., filed as Exhibit 10.33 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.35**	Termination of Joint Venture Agreement dated November 8, 2011, between LifeCycle Investments, L.L.C. and Global Earth Energy, Inc., filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on November 8, 2011, Commission File Number 000-31343.
10.36**	Joint Venture Agreement between Global Earth Energy, Inc. and Western Energy Group agreed to June 14, 2012, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.37**	Joint Operating Agreement between Global Earth Energy, Inc. and Western Energy Group agreed to June 14, 2012, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.38**	Global Earth Energy, Inc. 2012 Options, Restricted Stock and Performance-Based Awards Stock Plan, adopted June 14, 2012, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.39**	Restricted Stock Award Agreement for Sydney A. Harland, executed June 14, 2012, filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.40**	Restricted Stock Award Agreement for Betty A. Harland, executed June 14, 2012, filed as Exhibit 10.5 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.41**	Restricted Stock Award Agreement for Edmund Gorman, executed June 14, 2012, filed as Exhibit 10.6 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.42**	Restricted Stock Award Agreement for Robert Glassen, executed June 14, 2012, filed as Exhibit 10.7 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.43**	Restricted Stock Award Agreement for Arthur N. Kelly, executed June 14, 2012, filed as Exhibit 10.8 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.44**	Restricted Stock Award Agreement for Richard Proulx, executed June 14, 2012, filed as Exhibit 10.9 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.45**	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.

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

34F-10

10.46**	Asher Enterprises Inc. Convertible Promissory Note in the amount of $40,000.00, 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.
10.47*	Asher Enterprises Inc. Securities Purchase Agreement, executed on April 27, 2011, between Global Earth Energy, Inc. and Asher Enterprises, Inc.
10.48*	Asher Enterprises Inc. Convertible Promissory Note in the amount of $27,500.00, executed on April 27, 2011, between Global Earth Energy, Inc. and Asher Enterprises, Inc.
10.49**	AGS Capital Group, LLC Investment Agreement, executed on October 5, 2010, between Global Earth Energy, Inc. and AGS Capital Group, LLC, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.
10.50**	AGS Capital Group, LLC Registration Rights Agreement, executed on October 5, 2010, between Global Earth Energy, Inc. and AGS Capital Group, LLC, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on October 12, 2010, Commission File Number 000-31343.
10.51**	Joint Venture Agreement between Reflora do Brasil and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.52**	Joint Venture Compensation Agreement between Strategic Alliance Consulting Group, Ltd. and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.2 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.53**	Joint Venture Compensation Agreement between George D. Sinnis and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.3 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.54**	Joint Venture Compensation Agreement between Glenn Sturm and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.4 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.55**	Joint Venture Compensation Agreement between Nelson Mullins Riley & Scarborough LLP and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.5 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.56**	Joint Venture Compensation Agreement between Raymond F. Barbush III and Global Earth Energy Inc., dated November 22, 2010, filed as Exhibit 2.6 to the registrant’s Current Report on Form 8-K on November 23, 2010, Commission File Number 000-31343.
10.57**	Letter of Intent between Global Earth Energy, Inc. and 688239 B.C., Ltd., filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K on March 19, 2010, Commission File Number 000-31343, Commission File Number 000-31343.
10.58**	Investment Agreement dated as of May 20, 2010 by and between Global Earth Energy, Inc., a Nevada corporation, and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K on May 24, 2010, Commission File Number 000-31343.
10.59**	Registration Rights Agreement dated as of May 20, 2010, by and between Global Earth Energy, Inc., a Nevada corporation, and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, filed as Exhibit 10.2 to the registrant's Current Report on Form 8-K on May 24, 2010, Commission File Number 000-31343.
10.60**	Warrant issued to Norman T. Reynolds, Esq. for 2,000,000 shares of the common stock of the registrant, dated August 2, 2010, filed as Exhibit 10.19 to the registrant’s Annual Report on Form 10-K on December 15, 2010, Commission File Number 000-31343.
10.61**	Amendment to Memorandum of Understanding dated January 26, 2011, between Global Earth Energy, Inc. and LB Tim Co., Ltd., a South Korean corporation dated June 30, 2011, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on July 5, 2011, Commission File Number 000-31343.
10.62*	Amendment to Joint Venture Agreement for Participation and Operation of Properties between Global Earth Energy, Inc. and Western Energy Group, LLC, a Texas limited liability company, dated December 20, 2012.
10.63*	Compensation Agreement between Global Earth Energy, Inc. and Alex Barta dated May 23, 2012.
10.64*	Amended Management Agreement effective October 1, 2011, between the registrant and Betty Harland.

GLOBAL EARTH ENERGY, INC.

35(A Development Stage Company)

10.65*	Amended Employment Agreement effective August 27, 2011, between the registrant and Edmund J. Gorman.
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.
21.0*	Subsidiaries of the registrant.
23.0*	Consent of Independent Certified Public Accountants.
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.
99.9**	Press release dated June 16, 2011, announcing the acquisition of 25% equity ownership in Global Earth Natural Resources Inc. by Global Earth Energy, Inc., filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on June 20, 2011, Commission File Number 000-31343.

Wilmington, North Carolina

36NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

99.10**	Press release dated June 15, 2011 announcing the execution on June 9, 2011, of the Purchase Agreement Global Earth Natural Resources, L.L.C., a Texas limited liability company, jointly owned by the registrant, Modern Coal, LLC, a Texas limited liability company, and Global Earth Natural Resources Inc., a New Brunswick corporation, to acquire Samuel Coal, Inc. based in Kentucky, filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K on June 20, 2011, Commission File Number 000-31343.
99.11**	Press release dated June 8, 2011 announcing Contract Mining Agreement dated June 8, 2011, between the registrant and its joint venture partner, Modern Coal LLC through their joint venture limited liability company, Global Earth Natural Resources, L.L.C., a Contract Mining Agreement with Abundance Coal, filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K on June 20, 2011, Commission File Number 000-31343.
99.12**	Press release dated June 28, 2011, that Global Earth Natural Resources, L.L.C., a jointly-owned limited liability company by Global Earth Energy, Inc. and Modern Coal, LLC,, that they have received a contract dated June 15, 2011, from a large international coal group to purchase coal from Global Earth Natural Resources, L.L.C’s soon-to-be-acquired Samuel Coal property, and receipt of an initial deposit of $28 Million in the form of a letter of credit (LOC) from a foreign bank located in New York City, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on June 29, 2011, Commission File Number 000-31343.

Note C - Recently Issued Accounting Standards – continued

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

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

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

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

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.F-11

GLOBAL EARTH ENERGY, INC.

~~Date:~~(A ~~December~~Development ~~24,~~Stage ~~2012.~~Company)

ByWilmington, ~~/s/~~North ~~Sydney A. Harland~~Carolina

~~Sydney~~NOTES A.TO ~~Harland,~~CONSOLIDATED ~~Chief~~FINANCIAL ~~Executive Officer~~STATEMENTS

ByNote ~~/s/~~D ~~Edmund~~- Going ~~J. Gorman~~Concern

~~Edmund~~The J.Company’s ~~Gorman~~consolidated financial statements have been presented on the basis that it is a going concern, ~~Chief~~which ~~Financial~~contemplates ~~Officer~~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 $46,490,969 at August 31, 2013.

~~Principal~~The ~~Accounting~~Company’s ~~Officer~~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.

~~Pursuant~~Note toE ~~the~~- Share ~~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.~~Activity

Signature	Title	Date
/s/ Sydney A. Harland SYDNEY A. HARLAND	Chief Executive Officer and Director	December 24, 2012
/s/ Edmund J. Gorman EDMUND J. GORMAN	Chief Financial Officer, Principal Accounting Officer and Director	December 24, 2012
/s/ Betty-Ann Harland BETTY-ANN HARLAND	Chairman	December 24, 2012
/s/ Robert Glassen ROBERT GLASSEN	Director	December 24, 2012
/s/ Arthur N. Kelly ARTHUR N. KELLY	Director	December 24, 2012
/s/ Richard Proulx RICHARD PROULX	Director	December 24, 2012

Stock Awards

37On October 18, 2008, Ed Gorman (member of the Board of Directors) was granted as compensation for services options to buy 40,000 shares of the Company’s preferred stock at the last quoted common stock offering price as of that day. A total of 40,000 options were granted at a price of $105. The options were issued in error but were subsequently issued as preferred class A shares (see below).

~~GLOBAL EARTH ENERGY, INC.~~F-12

(AGLOBAL ~~DEVELOPMENT~~EARTH ~~STAGE~~ENERGY, ~~COMPANY)~~INC.

~~Wilmington,~~(A ~~North~~Development ~~Carolina~~Stage Company)

~~FINANCIAL REPORTS AT August 31~~Wilmington, ~~2012~~North Carolina

~~GLOBAL~~NOTES ~~EARTH~~TO ~~ENERGY,~~CONSOLIDATED ~~INC.~~FINANCIAL (A DEVELOPMENT STAGE COMPANY) Wilmington, North Carolina TABLE OF CONTENTS Consolidated Balance Sheets at August 31, 2012 and 2011 F-2 Consolidated Statements of Operations for the Years Ended August 31, 2012 and 2011 and for the Period from the Date the Company Re-entered the Development Stage (March 1, 2010) Through August 31, 2012 F- 3 Consolidated Statements of Cash Flows for the Years Ended August 31, 2012 and 2011 and for the Period from the Date the Company Re-entered the Development Stage (March 1, 2010) Through August 31, 2012 F- 4 Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended August 31, 2012 and 2011 and for the Period from the Date Company Re-entered the Development Stage (March 1, 2010 Through August 31, 2012) F-5 Notes to Consolidated Financial Statements F-6 - 32STATEMENTS

~~REPORT~~Note OFE ~~INDEPENDENT~~- Share ~~REGISTERED~~Activity ~~PUBLIC~~- ~~ACCOUNTING FIRM~~continued

ToStock ~~the Board of Directors~~Awards

~~Global~~On ~~Earth~~November ~~Energy~~8, ~~Inc~~2009, the Company’s attorney was granted as compensation for services options to buy 667 shares of the Company’s common stock at the last quoted common stock offering price as of that day. (A ~~Development~~total ~~Stage~~of ~~Company)~~667 options were granted at a price of $40.50.

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

WeOn ~~have~~May ~~audited the accompanying consolidated balance sheets of Global Earth Energy~~26, ~~Inc. (A~~2010 ~~Development Stage Company) (~~the “Company”)’s asChief ofFinancial ~~August~~Officer ~~31,~~was ~~2012~~granted ~~and~~as ~~2011,~~compensation ~~and~~for ~~the~~services ~~related~~options ~~consolidated~~to ~~statements~~buy ~~of operations~~40,000 ~~stockholders'~~shares ~~deficit~~of ~~and cash flows for~~ the ~~years~~Company’s ~~then~~preferred ~~ended. The~~class ~~consolidated~~A ~~financial~~stock ~~statements~~at ~~for~~ the ~~period~~last ~~since~~quoted ~~re-entering~~common ~~the~~stock ~~development~~offering ~~stage~~price ~~(March~~as 1,of ~~2010)~~that today ~~August~~times ~~31, 2010 were audited by other auditors whose report expressed an unqualified opinion on those statements~~200. A ~~These~~total ~~consolidated financial statements are the responsibility~~ of ~~the~~40,000 ~~Company's~~options ~~management.~~were ~~Our~~granted ~~responsibility~~at isa toprice ~~express~~of ~~an opinion on these consolidated financial statements based on our audits~~$15.20.

WeOn ~~conducted~~July ~~our~~26, ~~audits~~2010, ~~in accordance with standards of~~ the ~~Public~~ Company’s ~~Accounting~~President ~~Oversight~~was ~~Board~~granted (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as acompensation ~~basis~~ for ~~designing~~services ~~audit~~options ~~procedures~~to ~~that~~buy ~~are appropriate in the circumstances~~325,000 ~~but~~shares ~~not for the purpose~~ of ~~expressing an opinion on~~ the ~~effectiveness of the~~ Company'’s ~~internal~~preferred ~~control~~class ~~over~~A ~~financial~~stock ~~reporting.~~at ~~Accordingly,~~the welast ~~express~~quoted nocommon ~~such~~stock ~~opinion.~~offering Anprice ~~audit~~as ~~includes~~of ~~examining,~~that onday atimes ~~test basis, evidence supporting the amounts and disclosures in the financial statements~~200. AnA ~~audit~~total ~~also~~of ~~includes assessing the accounting principles used and significant estimates made by management~~325,000 asoptions ~~well~~were asgranted ~~evaluating~~at ~~the overall financial statement presentation. We believe that our audit provides~~ a ~~reasonable~~price ~~basis~~of ~~for our opinion~~$8.60.

InOn ~~our~~August ~~opinion~~2, 2010, the ~~consolidated~~Company’s ~~financial~~attorney ~~statements~~was ~~referred~~granted toas ~~above~~compensation ~~present~~for ~~fairly,~~services inwarrants ~~all~~to ~~material~~buy ~~respects~~1,333 ~~the~~shares ~~financial~~of ~~position~~the ofCompany’s ~~Global~~common ~~Earth~~stock ~~Energy,~~at ~~Inc~~$52.50. On (AApril ~~Development~~5, ~~Stage~~2011 ~~Company)~~these asshares ofwere ~~August~~cancelled ~~31, 2012~~ and ~~2011~~1,333 ~~and~~shares ~~the~~were ~~results~~issued offor ~~its~~relief ~~operations~~of ~~and~~$11,000 ~~cash~~of ~~flows~~accrued ~~for~~amounts ~~the~~owed. The ~~periods~~grant ~~described~~date ~~above~~fair invalue ~~conformity~~of ~~with~~the ~~accounting~~shares ~~principles~~was ~~generally~~equal ~~accepted~~to in the ~~United~~liability ~~States of America~~relieved.

~~The~~On ~~accompanying~~August ~~consolidated~~11, ~~financial~~2011 ~~statements~~the ~~have~~four ~~been~~board ~~prepared~~members ~~assuming~~were ~~that~~granted ~~the Company will continue~~ as acompensation ~~going concern. The Company has reported recurring losses from operations and has an accumulated deficit~~ for ~~all~~services ~~periods~~options ~~presented.~~to ~~These~~buy ~~matters~~common ~~raise~~stock ~~substantial~~at ~~doubt~~the ~~about~~last ~~the~~quoted ~~Company’s~~common ~~ability~~stock tooffering ~~continue~~price as aof ~~going~~that ~~concern~~day. ~~These~~A ~~consolidated~~total ~~financial~~of ~~statements~~22,000 dooptions ~~not~~were ~~include~~granted ~~any~~at ~~adjustments~~a ~~relating~~price ~~to the recoverability and classification~~ of ~~asset~~$4.20. ~~carrying~~These ~~amounts~~options orvested ~~the~~immediately ~~amount~~ and ~~classification~~have ~~of liabilities that may result should the Company be unable to continue as~~ a ~~going~~ten ~~concern.~~year ~~See~~contractual ~~note D to the consolidated financial statements for further information regarding this uncertainty~~term.

/ On December 27, 2012, the Company’s/ ~~M&K~~attorney ~~CPAS~~was granted as compensation for services options to buy 20,000,000 ~~PLLC~~shares of the Company’s common stock at the last quoted common stock offering price as of that day. A total of 20,000,000 options were granted at an exercise price of $0.001. These options vested immediately, have a five year contractual life and were valued utilizing the Black Scholes modal in the amount of $107,863. The following assumptions were utilized in the Black Scholes calculation; a 0.00% dividend yield, 264.49% expected volatility and a 0.72% discount rate.

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

~~Houston~~For the years ended August 31, ~~Texas~~2013 and 2012, $107,863 and $-0-, was expensed utilizing the Black-Scholes option pricing model, respectively. The following weighted-average assumptions were used for the grants issued:

~~December 21, 2012~~F-13

~~F-1~~ GLOBAL EARTH ENERGY, INC.

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

August 31,	2012	2011
ASSETS
Current Assets
Cash and Cash Equivalents	$ ––	$ 9,574
Total Assets	$ ––	$ 9,574
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank Overdraft	$ 6	$ ––
Note Payable – Related Party	303,250	$ 236,500
Note Payable	30,000	15,000
Convertible Notes Payable, Net of discounts of $18,333 and $20,703	14,767	6,797
Accrued Expenses	456,361	227,743
Due to Joint Venture	101,250	101,250
Derivative Liabilities	55,913	163,934
Accrued Interest ($663,937 and $415,791 owed to related parties)	665,363	416,542
Accrued Compensation – Directors	3,431,594	2,809,968
Due to Directors	––	400
Total Liabilities	5,058,504	3,978,134
Stockholders' Deficit
Common Stock : $.001 Par; 844,828,987 Shares Authorized;
120,829,653 and 472,981 Issued and 120,829,633 and 472,961 Outstanding, respectively	120,830	473
Stock Held in Escrow: 48,712,800 and 69,565 Held in Escrow, Respectively	(6,021,420)	(775,554)
Common Stock, Class B: $.001 Par; 5,171,013 and 50,000,000 Shares Authorized; -0- Issued and Outstanding, respectively	––	—
Preferred Stock, Class A: $.001 Par; 10,000 Shares Authorized; -0- Issued and Outstanding	––	––
Preferred Stock, Class B: $.001 Par; 5,000,000 Shares Authorized;
3,000,000 Issued and Outstanding,	3,000	3,000
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	43,382,782	14,351,133
Accumulated Deficit	(7,419,591)	(7,419,591)
Accumulated Deficit Since Re-Entering the Development Stage	(35,121,105)	(10,125,021)
Treasury Stock – 20 Shares at Cost	(3,000)	(3,000)
Total Stockholders' Deficit	(5,058,504)	(3,968,560)
Total Liabilities and Stockholders' Deficit	$ ––	$ 9,574

Wilmington, North Carolina

~~The~~NOTES ~~accompanying~~TO ~~notes~~CONSOLIDATED ~~are~~FINANCIAL ~~an integral part of these financial statements.~~STATEMENTS

-Note ~~F-2~~E - Share Activity – continued

~~GLOBAL~~Stock ~~EARTH~~Awards ~~ENERGY, INC. (A Development Stage Company) Wilmington, North Carolina CONSOLIDATED STATEMENTS OF OPERATIONS~~

					Period From
Common Stock	Shares Under Option	Weighted Average Exercise Price	Exercisable
					Date of re-entering the Development Stage
2012
					March 1, 2010
Balance - September 1, 2011	28,000	$40.50 - $114	28,000
					Through
Options Granted	––	––	––
For the Years Ended August 31,		2012		2011	August 31, 2012
Options Exercised	––	––	––
Revenues, Net		$ ––		$ ––	$ ––
Options Forfeited	––	––	––
Cost of Goods Sold		—		—	—
Balance – August 31, 2012	28,000		28,000
Gross Profit		—		—	—
2013
Expenses
Balance - September 1, 2012	28,000	$40.50 - $114	28,000
Compensation Expense		23,126,406		92,371	27,209,187
Options Granted	20,000,000	$0.001	20,000,000
Consulting Fees		1,253,234		1,937,355	3,613,331
Options Exercised	––	––	––
General and Administrative		421,744		652,281	1,320,785
Options Forfeited	––	––	––
Impairment Loss		––		444,643	1,273,191
Balance – August 31, 2013	20,028,000		20,028,000
Interest Expense		328,144		349,569	776,905
Loss on Conversion		––		180,000	180,000
(Gain) Loss on Derivative		(133,444)		864,646	731,202
Total Expenses		24,996,084		4,520,865	35,104,601
Loss from Operations Before
Provision for Taxes		(24,996,084)		(4,520,865)	(35,104,601)
Provision for Taxes		—		—	—
Loss from Continuing Operations		(24,996,084)		(4,520,865)	(35,104,601)
Discontinued Operations
Loss from Discontinued Operations		—		—	(16,504)
Net Loss		$ (24,996,084)		$ (4,520,865)	$ (35,121,105)
Weighted Average Number of
Common Shares Outstanding -
Basic and Diluted		24,601,650		277,888
Net Loss Per Common Share -
Basic and Diluted		$ (1.02)		$ (16.27)

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


Stock Options - PreferredStock	Shares Under Option	Weighted Average Exercise Price	Exercisable

2013
Balance - September 1, 2012	365,000	$8.60 - $15.20	365,000
Options Granted	––	––	––
Options Exercised	––	––	––
Options Forfeited	––	––	––
Balance – August 31, 2013	365,000		365,000

F-Common 3Stock

~~GLOBAL~~On ~~EARTH~~March ~~ENERGY~~2, ~~INC.~~2010, a stockholder that is closely related to Betty-Ann and Sydney Harland (AChairman, ~~Development~~and ~~Stage~~President, ~~Company~~CEO and Director, respectively) ~~Wilmington~~converted 1,000,000 ~~North~~Preferred ~~Carolina~~Class ~~CONSOLIDATED~~C ~~STATEMENTS~~shares OFto ~~CASH~~667 ~~FLOWS~~common shares.

			Period From
			Date of re-entering the Development Stage
			March 1, 2010
			Through
For the Years Ended August 31,	2012	2011	August 31, 2012
Cash Flows from Operating Activities
Net Loss	$ (24,996,084)	$ (4,520,865)	$ (35,121,105)
Non-Cash Adjustments:
Bad Debt	––	5,000	66,750
Discontinued Operations	––	––	16,504
Imputed Interest on Related Party Note Payable	24,356	9,335	33,691
Preferred Stock Issued in Exchange for Services Rendered	––	600,000	600,000
Common Stock Issued in Exchange for Services Rendered	23,857,807	973,320	24,859,927
Compensation Expense – Stock Option Awards	––	92,371	4,082,781
Impairment Loss	––	444,643	1,273,139
Amortization of Debt Discount	29,869	111,797	141,666
Loss on Conversion of Accrued Expenses for Stock Payable	––	180,000	180,000
(Gain) Loss on Derivative	(133,444)	864,646	731,202
Changes in Assets and Liabilities:
Prepaid Expenses	––	52,820	110,875
Other Assets	––	(5,000)	(5,000)
Accrued Expenses	228,619	––	364,221
Accrued Interest	248,821	––	348,013
Accrued Compensation – Directors	621,626	849,737	1,789,613
Net Cash Flows from Operating Activities	(118,430)	(342,196)	(527,723)

F-14

Cash Flows from Investing Activities
Cash Paid to Joint Venture	––	(18,750)	(18,750)
Net Cash Flows from Investing Activities	––	(18,750)	(18,750)
Cash Flows from Financing Activities
Bank Overdraft	6	––	6
Cash Proceeds from Convertible Debt	27,500	132,500	160,000
Cash Proceeds from Issuance of Debt	15,000	15,000	30,000
Cash Proceeds from Sale of Stock	––	––	72,658
Cash Proceeds from Issuance of Related Party Debt	66,750	243,623	310,373
Repayment of Related Party Debt	––	(20,673)	(20,673)
Repayment to Directors – Net	(400)	––	(6,181)
Net Cash Flows from Financing Activities	108,856	370,450	546,183
Net Change in Cash and Cash Equivalents	(9,574)	9,504	(290)
Cash and Cash Equivalents - Beginning of Year	9,574	70	290
Cash and Cash Equivalents - End of Year	$ ––	$ 9,574	$ ––
Supplemental Disclosures
Interest Paid	$ 25,094	$ 147,665	$ 172,759
Income Taxes Paid	$ —	$ —	$ —
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVIES:
Net Assets Acquired from Acquisition of 688239 B.C.	$ —	$ —	$ 845,000
Common Stock Issued in Payment of Debt	$ —	$ —	$ 350,435
Investment in Joint Venture & Due to Joint Venture	$ —	$ 120,000	$ 120,000
Common Stock Issued for Investment in Joint Venture	$ —	$ 324,643	$ 324,643
Common Stock Issued for Assets and Liabilities Assumed in Merger	$ —	$ —	$ 845,000
Common Stock Issued to Relieve Accrued Expenses	$ —	$ 136,400	$ 136,400

GLOBAL EARTH ENERGY, INC.

Stock Payable Reclassed to Derivative Due to Tainted Equity	$ 4,700	$ 505,000	$ 550,700
Discounts on Debt due to Derivative Liability	$ 27,500	$ 132,500	$ 160,000
Common Stock Issued to Escrow	$ 5,941,518	$ 1,245,117	$ 7,186,634
Conversion of Preferred Stock	$ —	$ 6,000	$ 6,000
Derivative Liability Settled for Common Stock Issued	$ 47,777	$ 1,338,212	$ 1,385,989
Common Stock Issued from Escrow for Conversion of
Convertible Note Payable	$ 21,900	$ 108,680	$ 130,580

(A Development Stage Company)

~~The~~Wilmington, ~~accompanying~~North ~~notes are an integral part of these financial statements.~~Carolina

~~F-4~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~GLOBAL~~Note ~~EARTH~~E ~~ENERGY,~~- Share ~~INC.~~Activity (A– ~~NEVADA CORPORATION) Wilmington, North Carolina CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT~~continued

	Common	Common	Stock			Preferred Stock		Additional		Treasury	Total
	Stock	Stock	Held in			($.001 Par)		Paid - In	Accumulated	Stock	Stockholders’
	Shares	($.001 Par)	Escrow	Class A	Class B		Class C	Capital	Deficit	at Cost	Deficit
Balance – March 1, 2010	17,115	$17	$ —	$ 30	$1,000		$ 1,000	$4,679,740	$(7,419,591)	$(3,000)	$(2,740,804)
Compensation Expense – Stock Awards	––	––	––	––	––		––	4,017,410	––	––	4,017,410
Common Stock Issued in Exchange for Services Rendered	1,333	1	––	––	––		––	28,799	––	––	28,800
Common Stock Issued for Cash	2,968	3	––	––	––		––	72,656	––	––	72,659
Common Stock Issued in Payment of Debt	15,667	16	––	––	––		––	350,419	––	––	350,435
Preferred Stock Converted to Common	667	1	––	––	––		(1,000)	999	—	—	—
Common Stock Issued in Plan of Merger	43,334	43	––	––	––		––	844,957	––	––	845,000
Net Loss for the Period	—	—	––	––	––		––	—	(5,604,156)	—	(5,604,156)
Balance - September 1, 2010	81,084	81	—	30	1,000		––	9,994,980	(13,023,747)	(3,000)	(3,030,656)
Shares Issued – Joint Venture Agreement	48,095	48	––	––	––		––	324,595	––	––	324,643
Compensation Expense – Stock Option Awards	—	—	—	—	—		—	92,371	—	—	92,371
Shares Issued to Escrow Held for Notes Payable Conversion	100,869	101	(1,245,117)	—	—		—	1,245,016	—	—	—
Escrow Shares Issued Upon Conversion of Notes Payable	—	—	469,563	—	—		—	(360,883)	—	—	108,680
Preferred Stock Issued in Exchange for Services Rendered	—	—	—	—	2,000		—	598,000	—	—	600,000
Common Stock Issued in Exchange for Services Rendered	131,600	132	—	—	—		—	973,188	—	—	973,320
Preferred Stock Converted to Common	4,000	4	—	(30)	—		—	26	—	—	—
Settlements of Derivative Liabilities	91,333	91	—	—	—		—	1,338,121	—	—	1,338,212
Imputed Interest on Non-Interest Notes	—	—	—	—	—		—	9,335	—	—	9,335
Common Stock Issued to Relieve Accrued Expenses	16,000	16	––	––	––		––	136,384	––	––	136,400
Net Loss			—	—	—		—	—	(4,520,865)	—	(4,520,865)

Common Stock

Balance - August 31, 2011	472,981	473	(775,554)	––	3,000	—	$14,351,133	(17,544,612)	(3,000)	(3,968,560)
Shares Issued to Escrow Held for Notes Payable Conversion	48,700,963	48,701	(5,941,518)	—	—	—	5,892,817	—	—	—
Compensation Expense – Stock Awards	60,000,000	60,000	—	—	—	—	22,740,000	—	—	22,800,000
Escrow Shares Issued Upon Conversion of Notes Payable	24,138	24	695,652	—	—	—	(673,776)	—	—	21,900
Common Stock Issued in Exchange for Services Rendered	11,620,666	11,621	—	—	—	—	1,046,186	—	—	1,057,807
Settlements of Derivative Liabilities	32,667	33	—	—	—	—	47,744	—	—	47,777
Shares Loaned to Company – Reclassed to Derivative Liability	(21,762)	(22)	––	––	––	––	(45,678)	––	––	(45,700)
Imputed Interest on Non-Interest Notes	—	—	—	—	—	—	24,356	—	—	24,356
Net Loss	—	—	—	—	—	—	—	(24,996,084)	—	(24,996,084)
Balance - August 31, 2012	120,829,653	$ 120,830	$ (6,021,420)	$ ––	$3,000	––	$43,382,782	$(42,540,696)	$(3,000)	$ (5,058,504)

On April 30, 2010, the Company entered into an agreement with Richard Proulx (Director) as a Contractor. Pursuant to the agreement the Contractor agrees to assist the Company in Sales for the Company in Quebec, Canada. The term of the contract is for one year, expiring on April 30, 2011. In consideration for his services, the Contractor received 1,333 common shares on April 30, 2010. These shares were valued at $28,000 based on the closing price on the date of the grant.

~~The~~On ~~accompanying~~May ~~notes~~10, ~~are~~2010, the Company and its wholly owned subsidiary, Global Earth Energy Acquisition Company, entered into an ~~integral~~agreement ~~part~~to merge with 688239 B.C. Ltd., a British Columbia Corporation (688239 B.C.). Pursuant to the agreement the Company issued 43,334 common shares to the sole stockholder of ~~these~~688239 ~~financial~~B.C. ~~statements~~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).

~~F-5~~On June 22, 2010 the Company agreed to issue Sydney Harland (CEO and Director) 15,667 shares common stock in lieu of payment by the Company of $350,435 owed to Mr. Harland, included in due to directors. The agreement was effective as of May 14, 2010.

~~GLOBAL~~On ~~EARTH~~August ~~ENERGY~~31, ~~INC~~2010, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2010. The purpose of the Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 1,333 shares of common stock are registered to this plan at an offering price of $39. The Plan shall expire on August 31, 2020.

(On September 9, 2010 Robert Levitt converted 30,000 Preferred Class A ~~Development~~shares ~~Stage~~to ~~Company)~~4,000 common shares.

~~Wilmington~~In September of 2010 Norman Reynolds was issued 1,333 ~~North~~shares ~~Carolina~~common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $54,000 based on the value of the shares on the date of grant.

~~NOTES~~On TOSeptember ~~CONSOLIDATED~~27, ~~FINANCIAL~~2010 ~~STATEMENTS~~Arthur Kelly and Gloria Leung were granted 1,333 and 667 shares of common stock, respectively for rewriting and updating the Company’s business plan. These shares were valued at $78,000 based on the closing price on the date of the grant.

~~NOTE~~On ASeptember ~~–The~~27, 2010 Carolyn Merrill was granted 667 shares common stock from the Company as compensation as the Company’s accountant. These shares were valued at $16,500 based on the closing price on the date of the grant.

~~International~~On ~~Development Corp. (“IDC”) was formed on~~ October 221, ~~2004,~~2010 ~~under~~ the ~~laws~~Company ofentered ~~the~~into ~~state~~an ofagreement ~~Nevada~~with Geoffrey Eiten (Contractor). OnPursuant ~~December~~to 9,the ~~2004,~~agreement ~~IDC~~the ~~merged~~Contractor ~~with~~agrees ~~Ozolutions~~to ~~Inc.,~~assist athe ~~Delaware~~Company ~~Corporation,~~in ~~which~~various ~~was~~industrial ~~formed~~relations onand ~~January~~marketing ~~10,~~services. ~~1996~~The asterm ~~Unipak~~of ~~Process,~~the ~~Inc.,~~contract ~~with~~is ~~IDC~~for asthree ~~the~~months ~~surviving~~expiring ~~corporation. On~~on ~~April~~January 141, ~~2006~~2011. In ~~IDC~~consideration ~~changed~~for ~~its~~his ~~name~~services, tothe ~~Global~~Contractor ~~Wataire~~was ~~Inc.~~granted ~~On February 5~~2,000 ~~2008,~~common ~~the~~shares ~~Company~~on ~~changed~~September ~~their~~27, ~~name~~2010. These toshares ~~Global~~were ~~Earth~~valued ~~Energy~~at $49,500 ~~Inc. The~~based ~~Company’s~~on ~~principal~~the ~~office~~fair isvalue ~~located~~of inthe ~~Wilmington,~~shares ~~North~~on ~~Carolina~~the grant date.

On December 9, 2004, the Company amended the articles of incorporation to increase the authorized shares of common stock from 50,000,000 to 800,000,000 and authorized up to 100,000,000 shares of all classes of Preferred Stock.F-15

OnGLOBAL ~~December~~EARTH 9ENERGY, ~~2004, the Company established a series of Preferred Stock, Class A, $0~~INC.001 Par Value. The Company is authorized to issue 1,000,000 shares of Preferred Stock, Class A, with each share carrying 200 to 1 voting rights and convertible into common stock on a 200 for 1 basis.

In(A ~~April~~Development ~~2005,~~Stage ~~the~~ Company established a series of Preferred Stock, Class B, $0.001 Par Value. The Company is authorized to issue 5,000,000 shares with each share carrying 500 to 1 voting rights and not convertible into common stock.)

~~Preferred Stock~~Wilmington, ~~Class~~North ~~C, $0.001 Par Value. The Company is authorized to issue 15,000,000 shares with each share carrying 1 to 1 voting rights and convertible into common stock on a 1 for 1 basis.~~Carolina

InNOTES ~~May~~TO ~~2006,~~CONSOLIDATED ~~the~~FINANCIAL Company established a series of Preferred Stock, Class D, $0.001 Par Value. The Company is authorized to issue 13,000,000 shares with each share carrying 3 to 1 voting rights and convertible into common stock on a 3 for 1 basis.STATEMENTS

OnNote ~~May~~E ~~31,~~- Share ~~2006,~~Activity ~~the~~– ~~Company changed the name of its wholly owned subsidiary Freshwater Technologies, Inc. to Atlantic Seaboard Company.~~continued

OnCommon ~~September 28, 2006, the Company changed the name of its wholly owned subsidiary Atlantic Seaboard Company to DigiTar Nevada, Inc.~~Stock

On ~~November~~October 5, ~~2007~~2010, ~~the~~16,927 ~~Company~~shares ~~changed~~of ~~the~~common ~~name~~stock ofwere ~~its~~placed ~~wholly~~into ~~owned~~escrow ~~subsidiary~~pursuant ~~DigiTar~~to ~~Nevada~~the convertible note agreement made with Asher Enterprises, Inc. toThese ~~Knightbridge~~shares ~~Corp~~were recorded in Stock Held in Escrow account at a value of $253,907 based on the grant date fair value of the shares.

During the fiscal year ended August 31, 2011 Robert Levitt agreed to accept 120,000 shares in lieu of payment of an accrued balance owed to him of $180,000. The ~~Company~~value ~~has~~of ~~changed~~the ~~its~~shares ~~primary~~to ~~business~~be ~~objective~~issued ~~from~~on ~~advisory~~the ~~services~~date of the agreement was $360,000 causing a loss of $180,000 for the conversion. This stock payable was later re-classed to the ~~Renewable~~derivative liability due to the tainted equity environment and ~~Recoverable~~the ~~Energy~~potential ~~Markets. Consequently,~~inability of the Company ~~changed~~to ~~their~~share ~~name~~settle onthe ~~February~~instrument. 5As a result, ~~2008~~the related value of the stock payable and issuances were re-valued at each issuance date and balance sheet date due to ~~Global~~the ~~Earth~~mark ~~Energy,~~to ~~Inc~~market requirements for the derivative liability.

On ~~April~~October 2312, 2010 Robert Levitt was granted 6,000 ~~the~~shares ~~Company’s~~of ~~wholly~~common ~~owned~~stock ~~subsidiary~~in partial satisfaction of the 120,000 ~~Global~~shares ~~Earth~~owed ~~Energy~~to ~~Acquisition~~him ~~Company~~for ~~was~~prior ~~incorporated~~consulting inservices. The value of the ~~state~~shares issued was $73,800. The related portion of ~~Wyoming~~the derivative liability was marked to this value and relieved to APIC upon issuance.

On ~~January~~November 288, ~~2011~~2010, the Company ~~amended~~resolved ~~their~~to ~~Preferred~~adopt the Non-Employee Consultants Retainer Stock ~~Class~~Plan Afor ~~authorized~~the ~~shares~~Year ~~from~~2010 1No. 2. The purpose of this Plan is to enable the Company,~~000~~ 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,~~000~~ by paying their retainer or fees in the form of shares toof 10the Company’s common stock. 33,~~000~~333 shares of common stock are registered to this plan at an offering price of $.0029. The Plan shall expire on November 8, 2020.

~~Principles~~On November 8, 2010 Norman Reynolds was granted 4,000 shares common stock in lieu of ~~Consolidation~~payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $16,200 based on the value of the shares on the date of grant.

~~The~~On ~~consolidated~~November ~~financial~~23, ~~statements~~2010, ~~include~~48,095 ~~the~~shares ~~accounts~~of common stock were granted to five shareholders to acquire 40% of ~~Global~~the ~~Earth~~joint ~~Energy~~venture as determined pursuant to the joint venture agreement signed November 22, ~~Inc~~2010 – see Note G. Strategic Alliance, George Sinnis, Glenn Sturm, Atlantic Station and ~~its~~Raymond ~~wholly~~F. ~~owned~~Barbush ~~subsidiary~~III received 41,762; ~~Knightsbridge~~1,333; ~~Corp~~333; 1,333 and 3,334 shares respectively. (The fair value of the ~~“Company”). All~~shares ~~significant~~based ~~inter-company~~on ~~balances~~the ~~have~~agreement ~~been~~date ~~eliminated~~was in$324,643 ~~consolidation~~and was capitalized as a part of the joint venture asset.

-On ~~continued~~October -11, 2010 AGS was granted 6,667 shares common stock valued at $110,000 as part of their investment agreement executed October 5, 2010. The shares were expensed upon grant and the agreement was later dissolved.

F-On December 3, 2010 Robert Levitt received 6,667 shares common stock in partial satisfaction of the 120,000 shares owed to him for prior consulting services. The value of the shares issued was $179,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.

~~GLOBAL EARTH ENERGY, INC.~~F-16

(AGLOBAL ~~Development~~EARTH ~~Stage~~ENERGY, ~~Company)~~INC.

~~Wilmington,~~(A ~~North~~Development ~~Carolina~~Stage Company)

~~NOTES~~Wilmington, TONorth ~~CONSOLIDATED FINANCIAL STATEMENTS~~Carolina

~~NOTE~~NOTES ATO ~~–The~~CONSOLIDATED ~~Company~~FINANCIAL ~~- continued~~STATEMENTS

~~Scope~~Note ofE ~~Business~~- Share Activity – continued

~~The~~Common Company’s business objective is to maximize its resources to purchase holdings in the Coal, Oil and Gas field. The Company’s main focus is purchasing and mining coal assets with joint venture partners and operators. Given the high demand for coal as an energy source, the Company is only attempting to purchase coal properties that produce high grade steam or metallurgic coal. Further, the Company is keeping open the possibility of expanding its operations into the oil, gas and precious metal fields of mining. Stock

~~Note~~On BDecember -9, 2010, 51,467 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock

~~Summary~~ Held in Escrow account at a value of ~~Significant~~$772,002 ~~Accounting~~based ~~Policies~~on the grant date fair value of the shares.

~~Method~~On December 21, 2010, Norman Reynolds was granted 4,000 shares of ~~Accounting~~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.

~~The~~On ~~Company~~December ~~maintains~~21, ~~its~~2010 ~~books~~Spiros Sinnis was granted 2,400 shares of common stock for his consultant work pertaining to the Joint Venture agreement between the Company and ~~prepares~~Reflora ~~its~~do ~~financial~~Brasil. These ~~statements~~shares were valued at $15,120 based on the ~~accrual~~closing ~~basis~~price on the date of ~~accounting~~the grant.

~~Cash~~On January 11, 2011 Robert Levitt was granted 14,667 shares of common stock of the 120,000 shares owed. The value of the shares issued was $154,000. The related portion of the derivative liability was marked to this value and ~~Cash~~relieved ~~Equivalents~~to APIC upon issuance.

~~Cash~~On ~~and~~January ~~cash~~31, ~~equivalents~~2011 ~~include~~Norman ~~time~~Reynolds ~~deposits~~was granted 2,000 ~~certificates~~shares ofcommon ~~deposit,~~stock ~~and~~in ~~all~~lieu ~~highly~~of ~~liquid~~payment ~~debt~~by ~~instruments~~the ~~with~~Company ~~original~~for ~~maturities~~legal ofservices ~~three~~he ~~months~~provided oras ~~less. The~~the Company’s ~~maintains~~attorney. These ~~cash~~shares ~~and~~were ~~cash~~valued ~~equivalents~~ at ~~financial institutions~~$10,500 ~~which~~based ~~periodically~~on ~~may~~the ~~exceed~~closing ~~federally~~price ~~insured~~on ~~amounts.~~the Asdate of ~~August 31, 2012 and 2011~~ the ~~Company had no cash equivalents~~grant.

~~Income~~On ~~Taxes~~January 26, 2011 the Company entered into an agreement with Spiros Sinnis (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for twelve months expiring on January 26, 2012. In consideration for his services, the Contractor was granted 4,000 common shares on January 31, 2011. These shares were valued at $19,200 based on the closing price on the date of the grant. The shares were expensed upon grant due to being fully vested.

~~The~~On ~~Company~~January ~~accounts~~26, ~~for~~2011 ~~income~~the ~~taxes~~Company inentered ~~accordance~~into an agreement with ~~generally~~Andrew ~~accepted~~Madenberg ~~accounting~~(Contractor). Pursuant ~~principles~~to ~~which~~the ~~prescribes~~agreement the ~~use~~Contractor ofagrees to assist the ~~liability~~Company ~~method~~in ~~whereby~~connection ~~deferred~~with ~~tax~~strategic ~~asset~~transactions. ~~and~~The ~~liability~~term ~~account~~of ~~balances~~the ~~are~~contract ~~determined~~is ~~based~~for ontwelve ~~differences~~months ~~between~~expiring ~~the~~on ~~financial~~January ~~reporting~~26, ~~and~~2012. ~~tax~~In ~~bases~~consideration offor ~~assets~~his ~~and~~services, ~~liabilities~~the ~~and~~Contractor ~~are~~was ~~measured~~granted ~~using~~4,000 ~~the~~common ~~enacted~~shares ~~tax~~on ~~rates~~January ~~and~~26, ~~laws~~2011. ~~that~~These ~~will~~shares bewere invalued ~~effect~~at ~~when~~$19,200 ~~the~~based ~~differences~~on ~~are~~the ~~expected~~closing toprice ~~reverse. The~~on ~~Company~~the ~~provides~~date aof ~~valuation~~the ~~allowance,~~grant. ifThe ~~necessary,~~shares towere ~~reduce~~expensed ~~deferred~~upon ~~tax~~grant ~~assets~~due to ~~their~~being ~~estimated~~fully ~~realizable value~~vested.

~~The~~On ~~Company~~February ~~evaluates~~9, ~~all~~2011 ~~significant~~GFC ~~tax~~2005 ~~positions~~was asgranted ~~required~~5,000 byshares ~~accounting~~common ~~principles~~stock ~~generally~~valued ~~accepted~~at in$34,500 ~~the~~as ~~United~~part ~~States~~ of ~~America. As~~their ofjoint ~~August~~venture ~~31,~~agreement ~~2012,~~executed ~~the~~February ~~Company~~9, ~~does~~2011. ~~not~~The ~~believe~~shares ~~that~~were itexpensed ~~has~~on ~~taken any positions that would require~~ the ~~recording~~grant ofdate ~~any~~based ~~additional~~on ~~tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within~~ the ~~next~~agreement ~~year. It~~being isterminated ~~the~~shortly ~~Company’s policy to recognize any interest and penalties in the provision for taxes~~thereafter.

~~Earnings~~On ~~per~~February ~~Share~~10, 2011 Robert Levitt received 10,000 shares common stock in partial satisfaction of 120,000 shares owed. The value of the shares issued was $315,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.

~~Earnings~~On ~~per~~February ~~share of common stock are computed in accordance with FASB ASC 260 (prior authoritative literature: FASB Statement No. 128.)~~25, ~~FASB~~2011 ~~ASC~~Norman ~~260~~Reynolds ~~replaces~~was ~~SFAS~~granted No2,000 ~~128,~~shares ~~“Earnings~~common ~~per~~stock ~~Share”. Basic~~in ~~earnings~~lieu ~~per~~of ~~share~~payment ~~are computed~~ by ~~dividing income or loss available to common shareholders by~~ the ~~weighted-average~~Company ~~number of common shares outstanding~~ for ~~each~~legal ~~period. Diluted~~services ~~earnings~~he ~~per~~provided ~~share~~as ~~are calculated by adjusting~~ the ~~weighted~~Company’s ~~average~~attorney. These ~~number of~~ shares ~~outstanding~~were ~~assuming~~valued ~~conversion~~at ~~of all potentially dilutive stock options~~$30,000 ~~warrants~~based ~~and~~on ~~convertible~~the ~~securities,~~closing ifprice ~~dilutive.~~on ~~Common~~the ~~stock~~date ~~equivalents that are anti-dilutive are excluded from both diluted weighted average number~~ of ~~common~~the ~~shares outstanding and diluted earnings per share~~grant.

~~Financial~~On ~~Instruments~~February 25, 2011 Carolyn Merrill was granted 2,000 shares of common stock in lieu of payment by the Company for compensation as the Company’s accountant. These shares were valued at $60,000 based on the closing price on the date of the grant.

~~The Company’s financial instruments consist of cash, long~~ F-term investments, and accounts payable. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.17

-GLOBAL ~~continued~~EARTH -ENERGY, INC.

~~F-7~~(A Development Stage Company)

~~GLOBAL EARTH ENERGY~~Wilmington, ~~INC.~~North Carolina

(ANOTES ~~Development~~TO ~~Stage~~CONSOLIDATED ~~Company)~~FINANCIAL STATEMENTS

~~Wilmington,~~Note ~~North~~E ~~Carolina~~- Share Activity – continued

~~NOTES~~Common ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~Stock

~~Note~~On BMarch -2, 2011 Marie Fay was granted 867 shares common stock for services rendered. These shares were valued at $13,000 based on the closing price on the date of the grant.

~~Summary~~For ofthe ~~Significant~~quarter ~~Accounting~~ended ~~Policies~~May -31, ~~continued~~2011 Spiros Sinnis was granted 11,333 shares for services rendered in connection with his consultant contract. These shares were valued at $92,000 based on the closing price on the date of the grants.

~~Use~~For the quarter ended May 31, 2011 Andrew Madenberg was granted 11,333 shares for services rendered in connection with his consultant contract. These shares were valued at $92,000 based on the closing price on the date of ~~Estimates~~the grants.

~~The~~On ~~preparation~~February of1, ~~financial~~2011 ~~statements~~the inCompany ~~conformity~~entered into an agreement with ~~generally~~Geoffrey ~~accepted~~Eiten ~~accounting~~(Contractor). Pursuant ~~principles~~to inthe agreement the ~~United~~Contractor ~~States~~agrees ofto ~~America~~assist ~~requires~~the ~~management~~Company toin ~~make~~various ~~estimates~~industrial relations and ~~assumptions~~marketing ~~that~~services. ~~affect~~The term of the ~~reported~~contract ~~amounts~~is offor ~~assets~~six ~~and~~months ~~liabilities~~expiring ~~and~~on ~~disclosure~~August of1, ~~contingent~~2011. In ~~assets~~consideration ~~and~~for ~~liabilities~~his atservices, the ~~date~~Contractor ofwas ~~the~~granted ~~financial~~1,333 ~~statements~~common ~~and~~shares ~~the~~on ~~reported~~February ~~amounts~~1, of2011. ~~revenues~~These ~~and~~shares ~~expenses~~were ~~during~~valued at $9,200 based on the ~~reporting~~value ~~period. Actual~~of ~~results~~the ~~could~~shares ~~differ~~on ~~from~~the ~~those~~grant ~~estimates~~date.

~~Stock-Based~~On ~~Compensation~~May 13, 2011 Norman Reynolds was granted 8,000 shares common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $57,600 based on the closing price on the date of the grant.

~~Stock-based~~On ~~compensation~~April is27, ~~computed~~2011, ~~in accordance with FASB ASC 718 (prior authoritative literature: FASB Statement No. 123R). FASB ASC 718 replaces SFAS No. 123R which requires all share-based payment to employees~~32,475 ~~including~~shares ~~grants~~ of ~~employee~~common stock ~~options,~~were toplaced beinto ~~recognized~~escrow aspursuant ~~compensation~~to ~~expense in~~ the ~~financial~~convertible ~~statements~~note ~~based~~agreement onmade ~~their~~with ~~fair~~Asher ~~values~~Enterprises, Inc. ~~That~~ ~~expense~~These ~~will~~shares bewere ~~recognized~~recorded ~~over~~in ~~the~~Stock held ~~period~~in ~~during~~Escrow ~~which~~account anat ~~employee~~a isvalue ~~required~~of ~~to provide services in exchange for the award~~$219,208 ~~known~~based ason the ~~requisite~~grant ~~service~~date ~~period (usually the vesting period). The Company has selected the Black-Scholes option pricing model as the most appropriate~~ fair value ~~method~~of ~~for~~the ~~our awards and have recognized compensation costs immediately as our awards are 100% vested~~shares.

~~The~~On ~~Company’s~~August ~~accounting~~2, ~~policy~~2010, ~~for~~the ~~equity~~Company’s ~~instruments~~attorney ~~issued~~was togranted ~~consultants~~as ~~and~~compensation ~~vendors in exchange~~ for ~~goods and~~ services ~~follows~~warrants ~~the~~to ~~provisions~~buy ~~of FASB ASC 505-50 (prior authoritative literature~~1,333 ~~EITF~~shares ~~96-18,~~of ~~“Accounting~~the ~~for~~Company’s ~~Equity~~common ~~Instruments~~stock ~~That~~at ~~are~~$0.035. On ~~Issued~~April ~~to Other Than Employees for Acquiring~~5, or2011 inthese ~~Conjunction~~shares ~~with~~were ~~Selling,~~cancelled ~~Goods or Services”~~ and ~~EITF 00-18~~1,333 ~~“Accounting~~shares ~~Recognition~~were ~~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~~relief ~~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~~$11,000 ~~the fair value~~ of ~~the~~accrued ~~equity~~amounts ~~instrument is recognized over the term of the consulting agreement~~owed. ~~Stock-based~~The ~~compensation~~grant ~~related~~date ~~to non-employees is accounted for based on the~~ fair value of the ~~related~~shares ~~stock~~was orequal ~~options~~to or the ~~fair~~liability ~~value of the services, whichever is more readily determinable in accordance with ASC 718~~relieved.

~~Derivative~~For ~~Financial~~the ~~Instruments~~quarter ended May 31, 2011 Robert Levitt received 30,000 shares common stock in partial satisfaction of 120,000 shares owed. The value of the shares issued was $318,500. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.

~~The~~On May 24, 2011, the Company ~~does~~resolved ~~not~~to ~~use~~adopt ~~derivative~~the ~~instruments~~Non-Employee Consultants Retainer Stock Plan for the Year 2011. The purpose of this Plan is to ~~hedge~~enable ~~exposures~~the Company, to ~~cash~~promote ~~flow~~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, ~~market~~by paying their retainer or ~~foreign~~fees ~~currency~~in ~~risks~~the form of shares of the Company’s common stock. 66,667 shares of common stock are registered to this plan at an offering price of $.004. The Plan shall expire on May 24, 2021.

~~The~~During ~~Company~~June ~~reviews~~and ~~the terms of the common stock~~July, ~~warrants~~2011 ~~and~~Andrew ~~convertible~~Madenberg ~~debt~~was itgranted ~~issues~~a tototal ~~determine~~of ~~whether there are embedded derivative instruments~~16,667 ~~including~~shares ~~embedded~~for ~~conversion~~services ~~options,~~rendered ~~which~~in ~~are~~connection ~~required~~with tohis beconsultant ~~bifurcated~~contract. These ~~and~~shares ~~accounted~~were ~~for~~valued ~~separately~~at as$90,000 ~~derivative~~based ~~financial~~on ~~instruments. In circumstances where~~ the ~~host~~closing ~~instrument~~price ~~contains~~on ~~more than one embedded derivative instrument, including~~ the ~~conversion~~date ~~option,~~of ~~that is required to be bifurcated,~~ the ~~bifurcated derivative instruments are accounted for as a single, compound derivative instrument~~grants.

~~Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non~~F-operating income or expense. The Company uses a lattice model for valuation of the derivative. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value.18

-GLOBAL ~~continued~~EARTH -ENERGY, INC.

~~F-8~~(A Development Stage Company)

~~GLOBAL EARTH ENERGY~~Wilmington, ~~INC.~~North Carolina

(ANOTES ~~Development~~TO ~~Stage~~CONSOLIDATED ~~Company)~~FINANCIAL STATEMENTS

~~Wilmington,~~Note ~~North~~E ~~Carolina~~- Share Activity – continued

~~NOTES~~Common ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~Stock

~~Note~~During BJune -and July, 2011 Spiros Sinnis was granted a total of 16,667 shares for services rendered in connection with his consultant contract. These shares were valued at $90,000 based on the closing price on the date of the grants.

~~Summary~~During June and July, 2011 Robert Levitt received a total of ~~Significant~~20,000 ~~Accounting~~shares ~~Policies~~common –stock ~~continued~~in partial satisfaction of 120,000 shares owed. The value of the shares issued was $84,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.

~~Derivative~~On ~~Financial~~June ~~Instruments~~8, 2011 Norman Reynolds was granted 8,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $49,200 based on the closing price on the date of the grant.

~~The~~On ~~discount~~June ~~from~~8, ~~the~~2011 ~~face~~Carolyn ~~value~~Merrill ofwas ~~the~~granted ~~convertible debt~~1,333 ~~together~~shares ~~with~~of ~~the~~common ~~stated~~stock ~~interest~~in onlieu ~~the~~of ~~instrument,~~payment isby ~~amortized~~the ~~over~~Company ~~the~~for ~~life~~compensation ofas the ~~instrument~~Company’s ~~through~~accountant. These ~~periodic~~shares ~~charges~~were tovalued ~~interest~~at ~~expense~~$6,400 ~~using~~based on the ~~effective~~closing ~~interest~~price ~~method~~on the date of the grant.

~~Derivative~~On ~~instrument~~July ~~liabilities~~18, ~~are~~2011 ~~classified~~the inCompany ~~the~~entered ~~balance~~into ~~sheet~~an asagreement ~~current~~with orDaniel ~~non-current~~Chase ~~based~~(Contractor). Pursuant onto ~~whether~~the ~~net~~agreement ~~cash~~the ~~settlement~~Contractor ofagrees to assist the ~~derivative~~Company ~~instrument~~in ~~could~~its becoal, ~~required~~oil ~~within~~and gas procedures and protocols . The term of the 12contract is for six months ofexpiring on January 18, 2012. In consideration for his services, the ~~balance~~Contractor ~~sheet~~received 32,667 common shares on July 18, 2011. These shares were valued at $147,000 based on the grant date of the shares.

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

~~The~~On ~~Company~~September ~~has~~5, ~~determined~~2011 ~~that~~ the ~~investment~~Company inentered ~~joint~~into ~~venture should be accounted for as~~ an ~~equity~~agreement ~~investment in accordance~~ with ~~FASB~~Makaha ~~ASC~~Media ~~323, FASB~~Corporation ~~ASC~~(Contractor). Pursuant ~~323~~to ~~provides~~the ~~that~~agreement ~~under~~ the ~~equity~~Contractor ~~method,~~agrees anto ~~investor~~assist ~~shall recognize its share of~~ the ~~earnings~~Company orin ~~losses~~developing ofand animplementing ~~investee~~appropriate inplans ~~the~~and ~~periods~~means for ~~which~~presenting ~~they are reported by~~ the ~~investee~~Company inand its ~~financial~~product(s) ~~statements~~to ~~rather than in~~ the ~~period~~proper inindustries, ~~which~~establishing an ~~investee~~image ~~declares~~for athe ~~dividend.~~Company Anand ~~investor~~its ~~shall~~product(s) ~~adjust~~and creating the ~~carrying~~foundation ~~amount~~for ofsubsequent anmarketing ~~investment~~efforts. The ~~for~~term ~~its share~~ of the ~~earnings~~contract oris ~~losses~~for oftwo ~~the~~months ~~investee~~expiring ~~after~~on ~~the~~October ~~date~~31, of2011. In ~~investment~~consideration ~~and~~for ~~shall~~their ~~report~~services, the ~~recognized~~Contractor ~~earnings~~received or33,333 ~~losses~~common ~~in income~~shares. These Anshares ~~investor’s~~were ~~share~~valued ofat ~~the~~$130,000 ~~earnings or losses of an investee shall be~~ based on the ~~shares~~grant date of ~~common~~the ~~stock and in-substance common stock held by that investor~~shares.

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

~~In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012~~F-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.19

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

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

-Wilmington, ~~continued~~North -Carolina

~~F-9~~ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~GLOBAL~~Note ~~EARTH~~E ~~ENERGY,~~- Share ~~INC.~~Activity – continued

(ACommon ~~Development Stage Company)~~Stock

~~Wilmington~~On September 20, ~~North~~2011, ~~Carolina~~the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2011, No. 2. The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 26,667 shares of common stock are registered to this plan at an offering price of $2.10. The Plan shall expire on September 20, 2021.

~~NOTES~~On TOMay ~~CONSOLIDATED~~21, ~~FINANCIAL~~2012 ~~STATEMENTS~~the Company approved a 1 to 1,500 reverse stock split on its common stock. All share activity has been retroactively adjusted for the split.

~~Note~~On CJune 7, 2012, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2012. ~~Recently~~The ~~Issued~~purpose ~~Accounting~~of ~~Standards~~this –Plan ~~continued~~is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 5,000,000 shares of common stock are registered to this plan at an offering price of $0.20. The Plan shall expire on June 7, 2022.

InOn ~~December~~June ~~2011~~15, ~~the~~2012 ~~FASB~~six ~~issued~~board ~~ASU~~members ~~2011-12,~~were ~~“Deferral~~granted ofas ~~the~~compensation ~~Effective Date~~ for ~~Amendments~~services to10,000,000 ~~the~~shares ~~Presentation~~each of ~~Reclassifications~~common ofstock ~~Items~~for ~~out~~services ofrendered. ~~Accumulated~~These ~~Other~~shares ~~Comprehensive~~were ~~Income~~valued inat ~~Accounting~~$22,800,000 ~~Standards~~based ~~Update~~on ~~No. 2011-05. This update defers~~ the ~~requirement~~closing toprice ~~present~~on ~~items that are reclassified from accumulated other comprehensive income to net income in both~~ the ~~statement~~date of ~~income where net income is presented and~~ the ~~statement where other comprehensive income is presented~~grant. ~~The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.~~

InOn ~~December~~June ~~2011~~15, ~~the~~2012 ~~FASB~~Norman ~~issued~~Reynolds ~~ASU~~was ~~No.~~granted ~~2011-11~~20,000 ~~“Balance~~shares ~~Sheet:~~of ~~Disclosures~~common ~~about~~stock ~~Offsetting~~in ~~Assets~~lieu ~~and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users~~ of ~~its~~payment ~~financial~~by ~~statements to understand~~ the ~~effect~~Company offor ~~those~~legal ~~arrangements~~services onhe ~~its~~provided ~~financial~~as ~~position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on~~ the ~~basis~~Company’s ~~of U~~attorney.S. These ~~GAAP~~shares ~~and~~were ~~those~~valued ~~entities~~at ~~that~~$7,600 ~~prepare~~based ~~their financial statements~~ on the ~~basis~~closing ofprice ~~IFRS. The amended guidance is effective for annual reporting periods beginning~~ on ~~or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating~~ the ~~impact,~~date ifof ~~any, that~~ the ~~adoption of this pronouncement may have on its results of operations or financial position~~grant.

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

~~The~~On ~~Company’s~~June ~~consolidated~~25, ~~financial~~2012 ~~statements~~Betty ~~have~~and ~~been~~Sydney ~~presented~~Harland onwere ~~the~~each ~~basis~~granted ~~that it is a going concern~~1,500,000 ~~which~~shares ~~contemplates the realization~~ of ~~assets~~common ~~and~~stock ~~the~~for ~~satisfaction~~services ofrendered ~~liabilities~~to in the ~~normal course of business~~company. These ~~The~~shares ~~Company~~were ~~has~~valued ~~reported~~at ~~recurring~~$366,000 ~~losses~~based ~~from~~on ~~operations. As~~the aclosing ~~result,~~price ~~there~~on isthe andate ~~accumulated deficit~~ of ~~$42,540,696~~the ~~at August 31, 2012~~grant.

~~The~~On ~~Company’s~~June ~~continued~~26, ~~existence~~2012 isNorman ~~dependent~~Reynolds ~~upon~~was ~~its~~granted ~~ability~~150,000 toshares ~~raise~~of ~~capital~~common orstock ~~acquire~~in alieu ~~marketable~~of ~~company. The~~payment ~~consolidated~~by ~~financial~~the ~~statements~~Company dofor ~~not~~legal ~~include~~services ~~any~~he ~~adjustments~~provided ~~that~~as ~~might~~the beCompany’s ~~necessary~~attorney. These ~~should~~shares ~~the~~were ~~Company~~valued beat ~~unable~~$18,300 tobased ~~continue~~on asthe aclosing ~~going~~price ~~concern~~on the date of the grant.

~~Note~~On EJune ~~- Share~~27, ~~Activity~~2012, 48,700,963 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock Held in Escrow account at a value of $5,941,517 based on the grant date fair value of the shares.

~~Stock Awards~~F-20

OnGLOBAL ~~October~~EARTH 18ENERGY, 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 dayINC. ~~A total of 40,000 options were granted at a price of $105 These options were issued in error but were subsequently issued as preferred class A shares (see below).~~

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

~~On May 26~~Wilmington, ~~2010,~~North ~~the Board of Directors were each granted as compensation for services options to buy 667 shares of the Company’s common stock at the last quoted common stock offering price as of~~Carolina

~~that~~NOTES ~~day.~~TO ACONSOLIDATED ~~total~~FINANCIAL ~~of 4,000 options were granted at a price of $114.~~STATEMENTS

-Note ~~continued~~E - Share Activity – continued

~~F-10~~Common Stock

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

(AOn ~~Development~~July ~~Stage~~20, 2012 Norman Reynolds was granted 250,000 shares of common stock in lieu of payment by the Company) for legal services he provided as the Company’s attorney. These shares were valued at $27,500 based on the closing price on the date of the grant.

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

~~NOTES~~On TOAugust ~~CONSOLIDATED~~21, ~~FINANCIAL~~2012 ~~STATEMENTS~~Norman Reynolds was granted 1,000,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $20,000 based on the closing price on the date of the grant.

~~Note~~On ESeptember ~~- Share~~12, ~~Activity~~2012 -Norman ~~continued~~Reynolds cancelled 423,618 shares of common stock he was given by the Company. These shares were deducted from common stock issued for the par value of the shares $426 with the cancellation.

On September 21, 2012, 120,000,000 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock Held ~~Awards~~in Escrow account at a value of $1,680,000 based on the grant date fair value of the shares.

On ~~May~~September 2612, ~~2010~~2012 ~~the~~Norman ~~Company’s~~Reynolds ~~Chief~~cancelled ~~Financial~~2,000 ~~Officer~~shares ~~was~~of ~~granted~~common asstock ~~compensation~~he ~~for~~was ~~services~~given ~~options~~by ~~to buy 40,000 shares of~~ the Company’s ~~preferred~~in ~~class~~lieu Aof ~~stock~~payment atby the ~~last~~Company ~~quoted~~for ~~common~~legal ~~stock~~services ~~offering~~he ~~price~~provided as ofthe ~~that~~Company’s ~~day times 200~~attorney. AThese ~~total~~shares ofwere ~~40,000~~deducted ~~options~~from ~~were~~common ~~granted~~stock atissued afor ~~price~~the par value of the shares $152 with cancellation.~~20.~~

On ~~July~~November 2612, ~~2010,~~2012 ~~the~~Sydney ~~Company’s~~Harland ~~President~~ was granted ~~as compensation for services options to buy 325~~100,000,000 shares of ~~the Company’s preferred class A stock at the last quoted~~ common stock ~~offering~~for ~~price~~services asrendered ofto ~~that~~the ~~day times 200~~company. These Ashares ~~total~~were ofvalued ~~325~~at $200,000 ~~options~~based ~~were~~on ~~granted~~the atclosing a price on the date of $8the grant.~~60.~~

On ~~August~~December 24, ~~2010~~2012, ~~the~~104,411,290 ~~Company’s~~shares ~~attorney~~of ~~was~~common ~~granted~~stock aswere ~~compensation~~placed ~~for~~into ~~services~~escrow ~~warrants~~pursuant to ~~buy 1,333 shares of~~ the ~~Company’s~~convertible ~~common~~note ~~stock~~agreement atmade ~~$52.50. On~~with ~~April~~Asher 5Enterprises, ~~2011~~Inc. ~~these~~These shares were ~~cancelled~~recorded ~~and~~in ~~1,333~~Stock ~~shares~~Held ~~were~~in ~~issued~~Escrow ~~for~~account ~~relief~~at a value of $11479,~~000~~500 ofbased ~~accrued~~on ~~amounts~~the ~~owed. The~~ grant date fair value of the shares ~~was equal to the liability relieved~~.

On August 11, 2011 the four board members were granted as compensation for services options to buy common stock at the last quoted common stock offering price as of that day. A total of 22,000 options were granted at a price of $4.20. These options vested immediately and have a ten year contractual term.F-21

~~The~~GLOBAL ~~following~~EARTH ~~table provides the range of assumptions used by the Company~~ENERGY, ~~at the time stock options were issued~~INC.

~~For~~(A ~~the~~Development ~~year~~Stage ended August 31, 2012 and 2011, $-0- and $92,371 was expensed utilizing the Black-Scholes option pricing model, respectively. The following weighted-average assumptions were used for the grants issued:Company)

Common Stock	2012	2011
Dividend Yield	0.00%	0.00%
Expected Volatility	-0-	321.72%
Discount Rate	-0-	1.02%
Expected term of option	-0-	5 Years

Wilmington, North Carolina

-NOTES ~~continued~~TO -CONSOLIDATED FINANCIAL STATEMENTS

FNote E -11 Share Activity – continued

~~GLOBAL~~Common ~~EARTH ENERGY, INC.~~Stock

(AOn ~~Development~~April ~~Stage~~15, 2013 the Company) resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2013. The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 250,000,000 shares of common stock are registered to this plan at an offering price of $0.0008. The Plan shall expire on April 15, 2023.

~~Wilmington~~On April 15, ~~North~~2013 ~~Carolina~~Norman Reynolds was granted 15,000,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $13,500 based on the closing price on the date of the grant.

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

~~Note~~On EApril -15, 2013 Rich Kaiser was granted 6,000,000 shares of common stock in lieu of payment by the Company for compensation as the Company’s consultant. ~~Share~~These ~~Activity~~shares –were ~~continued~~valued at $5,400 based on the closing price on the date of the grant.

On April 22, 2013, 183,944,906 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock ~~Awards~~Held in Escrow account at a value of $128,761 based on the grant date fair value of the shares.

Common Stock	Shares Under Option	Weighted Average Exercise Price	Exercisable
2011
Balance - September 1, 2010	6,000	$40.50 - $114	6,000
Options Granted	22,000	$4.20	22,000
Options Exercised	––	––	––
Options Forfeited	––	––	––
Balance – August 31, 2011	28,000		28,000
2012
Balance - September 1, 2011	28,000	$40.50 - $114	28,000
Options Granted	––	––	––
Options Exercised	––	––	––
Options Forfeited	––	––	––
Balance – August 31, 2012	28,000		28,000

During the three months ended August 31, 2013, Norman Reynolds was granted 132,000,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $44,700 based on the closing price on the dates of the grants.

~~F-12~~During the three months ended August 31, 2013, Carolyn Merrill was granted 58,900,000 shares of common stock in lieu of payment by the Company for compensation as the Company’s accountant. These shares were valued at $14,670 based on the closing price on the dates of the grants.

Stock Options - Preferred Stock	Shares Under Option	Weighted Average Exercise Price	Exercisable
2012
Balance - September 1, 2011	365,000	$8.60 - $15.20	365,000
Options Granted	––	––	––
Options Exercised	––	––	––
Options Forfeited	––	––	––
Balance – August 31, 2012	365,000		365,000

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

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

On ~~March~~July 215, ~~2010~~2013 Phil Sands was granted 25,000,000 ashares ~~stockholder~~of ~~that~~common isstock ~~closely~~in ~~related~~lieu toof ~~Betty-Ann~~payment ~~and~~by ~~Sydney~~the ~~Harland~~Company ~~(Chairman,~~for ~~and~~compensation ~~President,~~as ~~CEO~~the ~~and~~Company’s ~~Director,~~consultant. ~~respectively)~~These ~~converted~~shares 1were valued at $7,~~000,000~~500 ~~Preferred~~based ~~Class~~on Cthe ~~shares~~closing toprice ~~667~~on ~~common~~the ~~shares~~date of the grant.

OnGLOBAL ~~May~~EARTH 10ENERGY, ~~2010, the Company and its wholly owned subsidiary, Global Earth Energy Acquisition Company, entered into an agreement to merge with 688239 B~~INC.C. Ltd., a British Columbia Corporation (688239 B.C.). Pursuant to the agreement the Company issued 43,334 common shares to the sole stockholder of 688239 B.C. in exchange for the fair market value of certain assets and liabilities of 688239 B.C. On December 2, 2010 the merger with 688239 B.C. was rescinded and accounted for in the year ended August 31, 2010 (See Note – Discontinued Operations).

~~On June 22, 2010 the Company agreed to issue Sydney Harland~~ (~~CEO~~A ~~and~~Development ~~Director)~~Stage ~~15,667 shares common stock in lieu of payment by the~~ Company ~~of $350,435 owed to Mr. Harland, included in due to directors. The agreement was effective as of May 14, 2010.~~)

~~On August 31~~Wilmington, ~~2010,~~North the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2010. The purpose of the Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 1,333 shares of common stock are registered to this plan at an offering price of $39. The Plan shall expire on August 31, 2020.Carolina

-NOTES ~~continued~~TO -CONSOLIDATED FINANCIAL STATEMENTS

FNote E -13 Share Activity – continued

~~GLOBAL~~Common ~~EARTH~~Stock ~~ENERGY, INC.~~

(AOn ~~Development~~August ~~Stage~~20, 2013 the Company) resolved to adopt the Non-Employee Consultants Retainer Stock Plan No. 2, for the Year 2013. The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 250,000,000 shares of common stock are registered to this plan at an offering price of $0.0001. The Plan shall expire on August 20, 2023.

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

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

~~Note~~On EJune ~~- Share~~5, ~~Activity~~2013 –Syd ~~continued~~Harland cancelled 50,200,001 shares of common stock he previously held. These shares were deducted from common stock issued for the par value of the shares $502 with the cancellation.

~~Common~~See ~~Stock~~debt footnote H for shares issued for conversions of debt.

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

InOn ~~September~~January of28, ~~2010 Norman Reynolds was issued 1~~2011,~~333~~ ~~shares common stock in lieu of payment by~~ the Company ~~for~~amended ~~legal~~their ~~services~~Preferred heStock ~~provided~~Class asA ~~the~~authorized ~~Company’s attorney. These~~ shares ~~were~~from ~~valued at $54~~1,000,000 ~~based on the value of the~~ shares onto ~~the~~10,000 ~~date of grant~~shares.

On ~~September~~February 2728, ~~2010~~2011 ~~Arthur~~the ~~Kelly~~Board ~~and~~of ~~Gloria~~Directors ~~Leung~~approved ~~were~~the ~~granted~~issuance 1of 2,~~333~~000,000 ~~and~~Preferred ~~667~~Stock Class B to Betty Harland. These shares ofcarry 500 to 1 voting rights and are not convertible into common stock,. ~~respectively~~These ~~for~~shares ~~rewriting~~also ~~and~~carry ~~updating~~a ~~the~~liquidation ~~Company’s~~preference ~~business~~over ~~plan~~common shares. These shares were valued at $78600,000 and were expensed upon grant. The shares were valued by a valuation expert on the date of grant. The key inputs in the valuation were related to assigning a value to the control associated with the preferred shares issued. No value was assigned to the liquidation preference of the securities based on the ~~closing~~net deficit position of the Company. The valuation expert used industry studies for similar companies which estimated a premium on control equal to 10.05% of the Company’s respective market cap. The other inputs involved in calculating the market cap on the date of grant which was calculated as the shares outstanding multiplied by the shares price on the date of grant. The market cap on the date of grant was found to be approximately $5,969,380 based on this calculation.

OnNote ~~September~~F ~~27, 2010 Carolyn Merrill was granted 667 shares common stock from the Company as compensation as the Company’s accountant.~~– ~~These~~Related ~~shares~~Party ~~were valued at $16,500 based on the closing price on the date of the grant.~~ Transactions

OnCertain ~~October~~disbursements 1,of ~~2010~~ the Company ~~entered~~have ~~into~~been anpaid ~~agreement~~by ~~with~~two ~~Geoffrey~~directors ~~Eiten~~of ~~(Contractor). Pursuant to~~ the ~~agreement~~Company ~~the~~therefore; ~~Contractor~~a ~~agrees~~Due to ~~assist~~Directors ~~the~~account ~~Company~~has inbeen ~~various industrial relations and marketing services~~established. The ~~term~~balance ofat ~~the~~August ~~contract is for three months expiring on January 1~~31, ~~2011. In~~2013 ~~consideration~~and ~~for~~2012 ~~his services, the Contractor~~ was ~~granted 2~~$19,~~000~~649 ~~common~~and ~~shares on September 27, 2010. These shares were valued at~~ $49-0-,~~500~~ ~~based on the fair value of the shares on the grant date~~respectively.

OnIn October 52004, ~~2010~~the Company entered into a consulting agreement with its Chairman, 16Betty-Ann Harland for a five year term,~~927~~ ~~shares~~with annual compensation of ~~common~~$220,000 ~~stock~~and ~~were~~auto ~~placed~~allowance ~~into~~of ~~escrow~~$12,000. The ~~pursuant~~accrued toconsulting fees are accruing interest at 8.75% annually. On March 24, 2011, the ~~convertible~~Company ~~note~~extended Ms Harland’s consulting agreement ~~made~~effective ~~with~~October ~~Asher~~1, ~~Enterprises~~2009 through October 1, ~~Inc~~2011. ~~These~~On ~~shares~~December ~~were~~5, ~~recorded~~2011, inMrs. ~~Stock~~Harland’s ~~Held~~contract inwas ~~Escrow~~extended ~~account~~through atOctober a1, ~~value~~2015. ofAt August 31, 2013 and 2012 accrued compensation due to Mrs. Harland was $~~253~~1,~~907~~244,874 ~~based~~and on$1,021,389, ~~the~~respectively. At ~~grant~~August ~~date~~31, ~~fair~~2013 ~~value~~and of2012 ~~the~~accrued ~~shares~~interest on accrued compensation was $241,934 and $150,123, respectively.

During the fiscal year ended August 31, 2011 Robert Levitt agreed to accept 120,000 shares in lieu of payment of an accrued balance owed to him of $180,000. The value of the shares to be issued on the date of the agreement was $360,000 causing a loss of $180,000 for the conversion. This stock payable was later reF-classed to the derivative liability due to the tainted equity environment and potential inability of the Company to share settle the instrument. As a result, the related value of the stock payable and issuances were re-valued at each issuance date and balance sheet date due to the mark to market requirements for the derivative liability.23

OnGLOBAL ~~October~~EARTH 12ENERGY, ~~2010 Robert Levitt was granted 6,000 shares of common stock in partial satisfaction of the 120,000 shares owed to him for prior consulting services~~INC. ~~The value of the shares issued was $73,800. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.~~

On(A ~~November~~Development 8,Stage ~~2010, the~~ Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2010 No. 2. The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 33,333 shares of common stock are registered to this plan at an offering price of $.0029. The Plan shall expire on November 8, 2020.)

-Wilmington, ~~continued~~North -Carolina

~~F-14~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~GLOBAL~~Note ~~EARTH~~F ~~ENERGY,~~– Related ~~INC.~~Party Transactions – continued

On February 28, 2011 Betty Harland was issued 2,000,000 Preferred Stock Class B (ASee ~~Development~~Note ~~Stage~~E ~~Company~~– Preferred Stock).

~~Wilmington~~On August 25, ~~North~~2007, ~~Carolina~~the Company entered into a consulting agreement with its CEO, Sydney Harland for a five year term, with annual compensation of $220,000, health benefits of $15,000 and $12,000 auto allowance. The agreement agrees to pay all accrued compensation from April 2006 and is accruing interest at 8.75% annually. At August 31, 2013 and 2012 accrued compensation due to Mr. Harland was $1,622,509 and $1,399,786, respectively. At August 31, 2013 and 2012 accrued interest imputed on accrued compensation was $395,114 and $270,223, respectively. As of the date of this report, Mr. Harland and the Company are negotiating renewal of his contract.

~~NOTES~~On TOAugust ~~CONSOLIDATED~~25, ~~FINANCIAL~~2007, ~~STATEMENTS~~the Company entered into a consulting agreement with its CFO, Edmund Gorman for a two year term, with annual compensation of $150,000, health benefits of $7,500. The agreement agrees to pay all accrued compensation from April 2006 and is accruing interest at 8.75% annually. On March 24, 2011, the Company extended Mr. Gorman’s consulting agreement effective August 25, 2009 through August 25, 2011. On December 5, 2011, Mr. Gorman’s contract was extended through August 27, 2015. At August 31, 2013 and 2012 accrued compensation due to Mr. Gorman was $1,167,919 and $1,010,419, respectively. At August 31, 2013 and 2012 accrued interest imputed on accrued compensation was $338,892 and $243,590, respectively.

~~Note~~On ESeptember ~~- Share~~9, ~~Activity~~2010 –Robert ~~continued~~Levitt converted 30,000 Preferred Class A shares to 4,000 common shares.

~~Common~~During ~~Stock~~the fiscal year ended August 31, 2011 Robert Levitt agreed to accept 120,000 shares in lieu of payment of an accrued balance owed to him of $180,000. The value of the shares to be issued on the date of the agreement was $360,000 causing a loss of $180,000 for the conversion. This stock payable was later re-classed to the derivative liability due to the tainted equity environment and potential inability of the Company to share settle the instrument. As a result, the related value of the stock payable and issuances were re-valued at each issuance date and balance sheet date due to the mark to market requirements for the derivative liability.

On ~~November~~October 812, 2010 ~~Norman~~Robert ~~Reynolds~~Levitt was granted 46,000 shares of common stock in ~~lieu~~partial satisfaction of ~~payment~~the by180,000,000 ~~the~~shares ~~Company~~owed to him for ~~legal~~prior consulting services. heThe ~~provided~~value asof the ~~Company’s~~shares ~~attorney~~issued was $73,800. ~~These~~The ~~shares~~related ~~were~~portion ~~valued~~of atthe ~~$16,200~~derivative ~~based~~liability onwas ~~the~~marked ~~value~~to ofthis ~~the~~value ~~shares~~and onrelieved ~~the~~to ~~date~~APIC ofupon ~~grant~~issuance.

OnFor ~~November~~the ~~23,~~quarter ~~2010,~~ended 48February 28,~~095~~ ~~shares~~2011 ofRobert ~~common~~Levitt ~~stock~~received ~~were~~31,333 ~~granted~~shares tocommon ~~five~~stock ~~shareholders~~in topartial ~~acquire~~satisfaction ~~40%~~ of the ~~joint~~120,000 ~~venture~~shares asowed ~~determined pursuant~~ to ~~the~~him ~~joint~~for ~~venture~~prior ~~agreement~~consulting ~~signed November 22, 2010 – see Note G~~services. ~~Strategic~~ ~~Alliance,~~The ~~George~~value ~~Sinnis,~~of ~~Glenn~~the ~~Sturm,~~shares ~~Atlantic~~issued ~~Station~~was ~~and Raymond F. Barbush III received 41~~$648,~~762; 1,333; 333; 1,333 and 3,334 shares respectively~~000. The ~~fair~~related ~~value~~portion of the ~~shares~~derivative ~~based~~liability onwas ~~the~~marked ~~agreement~~to ~~date~~this ~~was~~value ~~$324,643~~ and ~~was~~relieved ~~capitalized~~to asAPIC aupon ~~part of the joint venture asset~~issuance.

OnFor ~~October~~the 11quarter ended May 31, ~~2010~~2011 ~~AGS~~Robert ~~was~~Levitt ~~granted~~received 630,~~667~~000 shares common stock ~~valued~~in atpartial ~~$110~~satisfaction of 120,000 asshares ~~part~~owed. ofThe ~~their~~value ~~investment~~of ~~agreement~~the ~~executed~~shares ~~October~~issued 5,was ~~2010~~$318,500. The ~~shares~~related ~~were~~portion ~~expensed~~of ~~upon~~the ~~grant~~derivative liability was marked to this value and ~~the~~relieved ~~agreement~~to ~~was~~APIC ~~later~~upon ~~dissolved~~issuance.

On ~~December~~June 35, ~~2010~~2013 ~~Robert~~Syd ~~Levitt~~Harland ~~received~~cancelled 650,~~667~~200,001 shares of common stock inhe ~~partial~~previously ~~satisfaction~~held. These ofshares ~~the~~were ~~120,000~~deducted ~~shares~~from ~~owed~~common tostock ~~him~~issued for ~~prior~~the ~~consulting~~par ~~services. The~~ value of the shares ~~issued was~~ $~~179,000.~~502 ~~The~~with ~~related portion of~~ the ~~derivative liability was marked to this value and relieved to APIC upon issuance~~cancellation.

~~On December 9, 2010, 51,467 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock~~ F-24

~~Held~~GLOBAL inEARTH ~~Escrow account at a value of $772~~ENERGY,~~002~~ ~~based on the grant date fair value of the shares~~INC.

On(A ~~December~~Development ~~21,~~Stage ~~2010, Norman Reynolds was granted 4,000 shares of common stock in lieu of payment by the~~ Company ~~for legal services he provided as the Company’s attorney. These shares were valued at $30,000 based on the closing price on the date of the grant.~~ )

~~On December 21~~Wilmington, ~~2010~~North Spiros Sinnis was granted 2,400 shares of common stock for his consultant work pertaining to the Joint Venture agreement between the Company and Reflora do Brasil. These shares were valued at $15,120 based on the closing price on the date of the grant.Carolina

OnNOTES ~~January~~TO ~~11,~~CONSOLIDATED ~~2011~~FINANCIAL Robert Levitt was granted 14,667 shares of common stock of the 120,000 shares owed. The value of the shares issued was $154,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance. STATEMENTS

OnNote ~~January~~F ~~31, 2011 Norman Reynolds was granted 2,000 shares common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney.~~– ~~These~~Related ~~shares~~Party ~~were~~Transactions ~~valued~~– ~~at $10,500 based on the closing price on the date of the grant.~~continued

OnFor ~~January 26, 2011~~ the ~~Company~~quarter ~~entered~~ended ~~into~~August an31, ~~agreement~~2011 ~~with~~Robert ~~Spiros~~Levitt ~~Sinnis~~received ~~(Contractor). Pursuant~~20,000 toshares ~~the~~common ~~agreement~~stock ~~the~~in ~~Contractor~~partial ~~agrees~~satisfaction toof ~~assist~~120,000 ~~the~~shares ~~Company in connection with strategic transactions~~owed. The ~~term~~value of the ~~contract~~shares isissued ~~for twelve months expiring on January 26, 2012. In consideration for his services, the Contractor~~ was ~~granted 4~~$84,000 ~~common shares on January 31, 2011~~. ~~These~~The ~~shares~~related ~~were~~portion ~~valued~~of ~~at $19,200 based on~~ the ~~closing~~derivative ~~price~~liability onwas ~~the~~marked ~~date~~to ofthis ~~the~~value ~~grant.~~and ~~The~~relieved ~~shares~~to ~~were~~APIC ~~expensed~~ upon ~~grant due to being fully vested~~issuance.

-On ~~continued~~June -15, 2012 Betty Harland, Sydney Harland and Edmund Gorman as board members were granted as compensation for services 10,000,000 shares each of common stock for services rendered. These shares were valued at $11,400,000 based on the closing price on the date of the grant.

~~F-15~~On June 21, 2012 Betty and Sydney Harland were each granted 600,000 shares of common stock for services rendered to the company. These shares were valued at $72,000 based on the closing price on the date of the grant.

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

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

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

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

~~Note~~For Ethe ~~- Share~~quarter ~~Activity~~ended –February ~~continued~~28, 2013 Robert Levitt received 29,000,000 shares common stock for conversion of $29,000 of convertible debt. The conversion was in accordance with the modified note agreement therefore no gain or loss was recorded with the conversion.

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

~~On January~~ F-26, 2011 the Company entered into an agreement with Andrew Madenberg (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for twelve months expiring on January 26, 2012. In consideration for his services, the Contractor was granted 4,000 common shares on January 26, 2011. These shares were valued at $19,200 based on the closing price on the date of the grant. The shares were expensed upon grant due to being fully vested.

OnGLOBAL ~~February~~EARTH 9ENERGY, ~~2011 GFC 2005 was granted 5,000 shares common stock valued at $34,500 as part of their joint venture agreement executed February 9, 2011~~INC. ~~The shares were expensed on the grant date based on the agreement being terminated shortly thereafter.~~

On(A ~~February~~Development ~~10,~~Stage 2011 Robert Levitt received 10,000 shares common stock in partial satisfaction of 120,000 shares owed. The value of the shares issued was $315,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.Company)

~~On February 25~~Wilmington, ~~2011~~North Norman Reynolds was granted 2,000 shares common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $30,000 based on the closing price on the date of the grant. Carolina

OnNOTES ~~February~~TO ~~25,~~CONSOLIDATED ~~2011~~FINANCIAL Carolyn Merrill was granted 2,000 shares of common stock in lieu of payment by the Company for compensation as the Company’s accountant. These shares were valued at $60,000 based on the closing price on the date of the grant.STATEMENTS

OnNote ~~March~~F ~~2, 2011 Marie Fay was granted 867 shares common stock for services rendered.~~– ~~These~~Related ~~shares~~Party ~~were~~Transactions ~~valued~~– ~~at $13,000 based on the closing price on the date of the grant.~~continued

~~For~~On June 3, 2013 an agreement was signed with Robert Levitt concerning a portion of his debt equal to $6,690. The agreement modified the ~~quarter~~debt ~~ended~~to ~~May~~make 31it convertible into common stock of the Company at $0.0001 per share. The Company compared the value of the debt modified of $6,690 ~~2011~~before ~~Spiros~~and ~~Sinnis~~after ~~was~~modification ~~granted~~to 11calculate the loss on modification of $94,~~333~~633. This value was calculated by comparing the value of the shares ~~for~~if ~~services~~the ~~rendered~~note inwas ~~connection~~converted ~~with~~on ~~his~~the ~~consultant~~modification ~~contract~~date to the face value of the note. ~~These~~ The value of the shares ~~were~~was ~~valued~~$101,323 atwhich after deducting the face value of the note of $926,~~000~~690 ~~based~~resulted in the loss on modification of $94,633. The value of the shares the note was convertible into was calculated by using the closing price of the stock on the modification date. The note payable is convertible into common stock at the discretion of Mr. Levitt. Mr. Levitt will be entitled to a maximum of 66,900,000 shares but at no time will Mr. Levitt be able to own more than 4.99% of the ~~grants~~outstanding shares of the Company’s common stock. Furthermore, at any time, the Company may pay the balance of the unconverted note payable in cash.

For the quarter ended ~~May~~August 31, ~~2011~~2013 ~~Andrew~~Robert ~~Madenberg~~Levitt ~~was~~received ~~granted 11~~36,~~333~~000,000 shares ~~for~~common ~~services~~stock ~~rendered~~for inconversion ~~connection~~of ~~with~~$3,600 ~~his~~of ~~consultant~~this ~~contract~~convertible note. ~~These~~ ~~shares~~The ~~were~~conversion ~~valued~~was atin ~~$92,000~~accordance ~~based~~with on the ~~closing~~modified ~~price~~note onagreement ~~the~~therefore ~~date~~no ofgain or loss was recorded with the ~~grants~~conversion.

On ~~February~~August 126, ~~2011~~2013, ~~the~~Robert ~~Company~~Levitt ~~entered~~sold ~~into~~252,250 ~~an agreement with Geoffrey Eiten (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in various industrial relations and marketing services. The term~~ of ~~the contract is for six months expiring on August 1, 2011. In consideration for~~ his ~~services,~~convertible ~~the~~debt ~~Contractor~~signed ~~was~~into ~~granted 1,333 common shares~~ on ~~February~~December 122, ~~2011.~~2012 ~~These~~to ~~shares~~a ~~were~~party ~~valued~~unrelated atto ~~$9,200 based on~~ the ~~value~~Company. of– ~~the~~See ~~shares~~Note ~~on the grant date~~H.

OnConvertible ~~May~~Note ~~13,~~Payable ~~2011~~– ~~Norman~~Related ~~Reynolds~~Party balance was ~~granted 8~~$3,~~000~~090 ~~shares~~and ~~common~~$-0- ~~stock~~at inAugust ~~lieu~~31, of2013 ~~payment~~and by2012, ~~the Company for legal services he provided as the Company’s attorney~~respectively. ~~These~~Amounts ~~shares~~due ~~were~~are ~~valued~~to atRobert ~~$57,600~~Levitt ~~based~~for onmonies ~~the~~loaned ~~closing~~to ~~price on~~ the ~~date of the grant~~Company.

OnImputed ~~April~~interest ~~27,~~in ~~2011,~~the ~~32,475~~amount ~~shares~~ of ~~common~~$18,621 ~~stock~~and ~~were~~$-0- ~~placed~~was ~~into~~recorded ~~escrow~~for ~~pursuant to~~ the ~~convertible~~years ~~note~~ended ~~agreement~~August ~~made~~31, ~~with~~2013 ~~Asher~~and ~~Enterprises~~2012, ~~Inc.~~respectively, ~~These~~due ~~shares~~to ~~were~~the ~~recorded~~note inbeing ~~Stock~~non-interest bearing.

~~Held~~Note inPayable ~~Escrow~~– ~~account~~Related atParty abalance ~~value~~was of$-0- and $~~219~~303,~~208~~250 ~~based~~at onAugust 31, 2013 and 2012, respectively. Amounts due are to Robert Levitt for monies loaned to the ~~grant~~Company. Imputed ~~date~~interest ~~fair~~in ~~value~~the amount of $21,590 has been recorded since the ~~shares~~note was non-interest bearing.

-Interest ~~continued~~expense -charged to operations was $424,122 and $328,144 for the years ended August 31, 2013 and 2012 respectively. Related parties interest expense was $343,911 and $273,242 for the years ended August 31, 2013 and 2012, respectively.

~~F-16~~Note G – Joint Ventures

~~GLOBAL~~ Reflora ~~EARTH~~do ~~ENERGY, INC.~~Brasil

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

~~Wilmington, North Carolina~~ F-27

~~NOTES~~]GLOBAL TOEARTH ~~CONSOLIDATED~~ENERGY, ~~FINANCIAL STATEMENTS~~INC.

~~Note~~(A EDevelopment ~~- Share~~Stage ~~Activity – continued~~Company)

~~Common~~Wilmington, ~~Stock~~North Carolina

OnNOTES ~~August~~TO 2,CONSOLIDATED ~~2010,~~FINANCIAL the Company’s attorney was granted as compensation for services warrants to buy 1,333 shares of the Company’s common stock at $0.035. On April 5, 2011 these shares were cancelled and 1,333 shares were issued for relief of $11,000 of accrued amounts owed. The grant date fair value of the shares was equal to the liability relieved.STATEMENTS

~~For~~Note ~~the~~G ~~quarter~~– ~~ended~~Joint ~~May~~Ventures ~~31,~~- 2011 Robert Levitt received 30,000 shares common stock in partial satisfaction of 120,000 shares owed. The value of the shares issued was $318,500. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance. continued

On Reflora ~~May~~do 24, 2011, the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2011. The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 66,667 shares of common stock are registered to this plan at an offering price of $.004. The Plan shall expire on May 24, 2021.Brasil

~~For~~Strategic ~~the~~Alliance ~~quarter~~Consulting ~~ended August 31~~Group, ~~2011During June and July, 2011 Andrew Madenberg was granted a total of 16,667 shares for services rendered in connection with his consultant contract~~Ltd. ~~These~~ ~~shares~~is ~~were~~entitled ~~valued~~to atcompensation ~~$90,000~~from ~~based on~~ the ~~closing~~Company ~~price~~pursuant onto the ~~date~~Joint ofVenture ~~the~~Agreement, ~~grants.~~as follows:

~~For the quarter ended August 31,During June and July, 2011 Spiros Sinnis was granted~~ (a) ~~total of 16~~41,~~667~~762 shares ~~for~~of ~~services~~the ~~rendered~~common instock ~~connection with his consultant contract. These shares were~~ valued at $~~90,000~~6.75 ~~based~~per onshare ~~the closing price on the date~~ of the ~~grants.~~Company and

~~For~~(b) ~~the~~The ~~quarter~~sum ~~ended~~of ~~August~~$30,000 ~~31During~~per ~~June~~month ~~and~~for ~~July~~four months totaling $120,000 ~~2011~~which ~~Robert~~has ~~Levitt~~been ~~received~~recorded aas ~~total~~due ofto ~~20,000~~joint ~~shares~~venture ~~common~~on ~~stock~~the balance sheet. This payment to the Strategic Alliance is compensation to run the business lines to be brought in, ~~partial~~(carbon ~~satisfaction~~credit ofdeals, ~~120~~soybean,~~000~~ ~~shares~~asset ~~owed.~~backed bonds, Lifecycle partnership) which includes legal costs and other costs involving the stated deals. The ~~value~~Cash ofCompensation will be paid by the Company as and when it is able to raise sufficient funds through a private placement of shares ~~issued~~of ~~was~~the ~~$84~~Global Earth Common Stock pursuant to Regulation D promulgated under the Securities Act of 1933,~~000.~~ as amended. The ~~related~~Company ~~portion~~shall ofimmediately begin the ~~derivative~~preparation ~~liability~~of ~~was~~a ~~marked~~private toplacement ~~this~~memorandum ~~value~~for ~~and~~the ~~relieved~~purpose toof ~~APIC~~raising ~~upon~~the ~~issuance~~cash compensation.

OnThe ~~June~~total 8,paid ~~2011~~for ~~Norman~~the ~~Reynolds~~joint ~~was~~venture ~~granted~~is 8$444,~~000~~643 ~~shares~~which is composed of $324,643 in common stock issued and $120,000 in ~~lieu~~cash ofto ~~payment~~be bypaid. ~~the~~The Company evaluated these capitalized costs as of August 31, 2011 for ~~legal~~impairment ~~services~~and hedetermined ~~provided~~at asthat time that there was no certainty that these costs would be recovered with future cash flows from the ~~Company’s~~joint ~~attorney~~ventures. ~~These~~ ~~shares~~As a result, the costs were fully valued atwith an impairment of $49444,~~200~~643. Since ~~based~~the impairment on ~~the~~August ~~closing~~31, ~~price~~2011, onthere ~~the~~has ~~date~~been ofno ~~the~~activity ~~grant~~on this joint venture.

On Global ~~June~~Earth 8,Naural ~~2011 Carolyn Merrill was granted 1~~Resources,~~333~~ ~~shares of common stock in lieu of payment by the Company for compensation as the Company’s accountant~~Inc. ~~These shares were valued at $6,400 based on the closing price on the date of the grant.~~

On ~~July~~June 1816, 2011, the Company ~~entered~~acquired ~~into~~a an25% ~~agreement~~equity ~~with~~ownership ~~Daniel~~in ~~Chase~~Global ~~(Contractor). Pursuant~~Earth toNatural ~~the~~Resources ~~agreement~~Inc., ~~the~~a ~~Contractor~~New ~~agrees~~Brunswick tocorporation. ~~assist~~The ~~the~~ Company inprovided ~~its~~no ~~coal,~~consideration ~~oil~~for ~~and~~the ~~gas~~transfer ~~procedures~~as ~~and protocols . The term of~~ the ~~contract~~transferor is ~~for~~under ~~six~~common ~~months expiring on January 18, 2012~~control. In ~~consideration~~The ~~for~~book ~~his~~value ~~services,~~of the ~~Contractor~~ownership received ~~32,667~~was ~~common~~immaterial ~~shares~~and ontherefore ~~July~~there ~~18,~~was ~~2011. These~~no ~~shares~~related ~~were~~accounting ~~valued~~impact atfrom ~~$147,000~~the ~~based~~transfer. onThis ~~the~~Company ~~grant~~has ~~date~~had ofno ~~the~~material ~~shares~~activity since inception.

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

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

~~F-17~~Note H – Convertible Debentures and Note Payable

~~GLOBAL~~The ~~EARTH~~Company ~~ENERGY,~~had ~~INC.~~convertible debentures outstanding as follows:

(A Development Stage Company)


August 31, 2013	Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount

April 22, 2013 – Debenture	$ 12,500	$ 6,588	$ 5,912
August 26,2012 – Debenture	252,250	––	252,250

Total Convertible Debentures	$ 264,750	$ 6,588	$ 258,162

Convertible Debentures – Related Party
June 3, 2013	$ 3,090	$ ––	$ 3,090

Wilmington, North Carolina


August 31, 2012	Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount

April 27, 2011 – Debenture	$ 5,600	$ ––	$ 5,600
June 26,2012 – Debenture	27,500	18,333	9,167

Total Convertible Debentures	$ 33,100	$ 18,333	$ 14,767

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-28

~~Note~~GLOBAL EEARTH ~~- Share~~ENERGY, ~~Activity – continued~~INC.

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

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

OnNOTES ~~September~~TO ~~20,~~CONSOLIDATED ~~2011,~~FINANCIAL the Company resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2011, No. 2. The purpose of this Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 26,667 shares of common stock are registered to this plan at an offering price of $2.10. The Plan shall expire on September 20, 2021.STATEMENTS

OnNote ~~May~~H ~~21,~~– ~~2012~~Convertible ~~the~~Debentures ~~Company~~and ~~approved~~Note aPayable 1– ~~to 1,500 reverse stock split on its common stock. All share activity has been retroactively adjusted for the split.~~continued

On ~~June~~April 727, ~~2012~~2011, the Company ~~resolved~~entered tointo ~~adopt~~a ~~the~~securities ~~Non-Employee~~purchase ~~Consultants~~agreement ~~Retainer~~with ~~Stock~~Asher ~~Plan~~Enterprises Inc. for the ~~Year~~sale ~~2012. The purpose~~ of ~~this~~a ~~Plan is to enable the Company~~$27,500 toin ~~promote~~a ~~the~~convertible ~~interests~~debenture ofbearing ~~the~~interest ~~Company~~at ~~and~~8% ~~its~~per 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 stockholdersannum, bypayable ~~paying~~on ~~their retainer~~ or ~~fees~~before inJanuary ~~the~~31, ~~form of shares of the Company’s common stock~~2012. 5$27,~~000,000~~500 ~~shares~~was ofdisbursed ~~common stock are registered~~ to ~~this~~the ~~plan~~Company ~~at an offering price of $0.20. The Plan shall expire~~ on ~~June~~May 713, ~~2022~~2011.

OnPursuant ~~June~~to ~~15,~~the ~~2012~~convertible ~~six~~debenture ~~board~~the ~~members~~investor ~~were~~may ~~granted~~convert asthe ~~compensation~~debenture ~~for~~into ~~services~~common ~~10,000,000~~stock ~~shares~~of ~~each~~the Company at a conversion price of ~~common~~58% ~~stock~~of the average price for ~~services~~the ~~rendered.~~lowest ~~These~~three ~~shares~~trading ~~were~~prices ~~valued~~for atthe ~~$22,800,000~~common ~~based~~stock onfor ~~the~~ten ~~closing~~trading ~~price~~days onending one trading day prior to the date of conversion notice sent by the ~~grant~~holder to the Company.

On ~~June~~November 1514, ~~2012~~2011, ~~Norman~~Asher ~~Reynolds~~Enterprises ~~was~~elected ~~granted~~to 20convert $8,000 ~~shares~~ of ~~common~~their ~~stock~~note inpayable ~~lieu~~into of12,698 ~~payment~~common byshares of the Company. Asher’s ~~for~~remaining ~~legal~~note ~~services~~payable heat ~~provided~~November as14, ~~the~~2011 ~~Company’s~~is ~~attorney~~therefore $19,500. ~~These~~ ~~shares~~The ~~were~~conversion ~~valued~~was atin ~~$7,600~~accordance ~~based~~with on the ~~closing~~convertible ~~price~~note agreement therefore no gain or loss was recorded on the ~~date~~conversion ofand the ~~grant~~converted amount was relieved to common stock and additional paid in capital.

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

~~F-18~~On December 21, 2011, Asher Enterprises elected to convert $6,500 of their note payable into 22,807 common shares of the Company. Asher’s remaining note payable at December 21, 2011 is therefore $7,000. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital.

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

(AOn ~~Development~~June ~~Stage~~26, 2012, the Company) entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $27,500 in a convertible debenture bearing interest at 8% per annum, payable on or before March 28, 2013. $27,500 was disbursed to the Company on June 29, 2012.

~~Wilmington,~~Pursuant ~~North~~to ~~Carolina~~the convertible debenture the investor may convert the debenture into common stock of the Company at a conversion price of 51% of the average price for the lowest three trading prices for the common stock for ten trading days ending one trading day prior to the date of conversion notice sent by the holder to the Company.

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

~~Note E~~ F- ~~Share Activity – continued~~29

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

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

~~On June 26~~Wilmington, ~~2012~~North Norman Reynolds was granted 150,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $18,300 based on the closing price on the date of the grant.Carolina

OnNOTES ~~June~~TO ~~27,~~CONSOLIDATED ~~2012,~~FINANCIAL ~~48,700,963 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock~~ STATEMENTS

~~Held~~Note inH ~~Escrow~~– ~~account~~Convertible atDebentures aand ~~value~~Note ofPayable ~~$5,941,517~~– ~~based on the grant date fair value of the shares.~~continued

On ~~July~~December 111, 2012, ~~Robert~~Asher ~~Levitt~~and ~~was issued~~ the ~~final~~Company ~~32,667~~agreed ~~common shares related~~ to ~~the~~modify ~~original~~all ~~agreement~~convertible hedebt ~~had~~agreements ~~with~~outstanding. The ~~the~~modification ~~Company~~entailed toa ~~repay~~floor ~~his~~conversion ~~loan~~price of $~~180,000~~0.00005 ~~with~~and ~~120,000~~also ~~common~~removed ~~shares. The~~ratchet ~~value~~provisions ofon the ~~shares~~conversion ~~issued~~price ~~was~~which ~~$3,593~~previously provided anti-dilutive protection against future dilutive equity or debt issuances. The ~~related~~modification ~~portion~~effectively ofalleviated the embedded derivative ~~liability~~liabilities ~~was~~resulting ~~marked~~from tothe ~~this~~previously ~~value~~floating ~~and~~conversion ~~relieved~~price toand ~~additional~~ratchet ~~paid~~provision inon ~~capital~~the ~~upon~~conversion ~~issuance~~price. ~~Mr.~~It ~~Levitt~~also ~~was~~relieved ~~also~~the ~~issued~~derivative onliability ~~July~~related ~~11,~~to ~~2012,~~all ~~2,967,333~~tainted ~~common~~equity ~~shares~~items inpreviously ~~lieu~~outstanding as a result of ~~payment~~the ~~for~~embedded ~~services~~derivative heliability ~~rendered~~on tothis ~~the~~convertible ~~Company~~note. ~~These~~The ~~shares~~related ~~were~~derivative ~~valued~~liabilities atwere ~~$326,406~~marked ~~based~~to market on the ~~closing~~settlement ~~price~~date onusing the ~~date~~Black-Scholes ofmodel ~~the~~and ~~grant.~~relieved to additional paid in capital for $162,065.

On ~~July~~December 204, 2012, ~~Norman~~the ~~Reynolds~~Company ~~was~~entered ~~granted~~into ~~250,000~~a ~~shares~~securities ofpurchase ~~common~~agreement ~~stock~~with inAsher ~~lieu~~Enterprises Inc. for the sale of ~~payment~~a by$2,500 ~~the~~in ~~Company~~a ~~for~~convertible ~~legal~~debenture ~~services~~bearing heinterest ~~provided~~at as8% ~~the~~per ~~Company’s~~annum, ~~attorney. These~~payable ~~shares~~on ~~were~~or ~~valued~~before atSeptember 6, 2013. $272,500 ~~based~~was ondisbursed to the ~~closing~~Company ~~price~~ on ~~the~~December ~~date~~4, ~~of the grant~~2012.

OnPursuant ~~August~~to 6,the ~~2012~~convertible debenture the ~~Company~~investor ~~entered~~may ~~into~~convert anthe ~~agreement~~debenture ~~with~~into ~~Christian~~common ~~Hansen~~stock ~~(Contractor). Pursuant~~of to the ~~agreement~~Company ~~the~~at ~~Contractor~~a ~~agrees~~conversion toprice ~~assist~~of ~~the~~50% ~~Company~~of inthe ~~developing~~lowest ~~and~~trading ~~implementing~~price ~~appropriate~~for ~~plans~~the ~~and~~common ~~means~~stock for ~~presenting~~forty-five ~~the~~trading ~~Company~~days ~~and~~ending ~~its~~one ~~product(s)~~trading day prior to the ~~proper~~date ~~industries,~~of ~~establishing~~conversion annotice ~~image~~sent ~~for~~by the ~~Company~~holder ~~and~~to ~~its~~the ~~product(s)~~Company. The ~~and~~conversion ~~creating~~price ~~the~~has ~~foundation~~a ~~for~~floor ~~subsequent~~of ~~marketing~~$0.00005 ~~efforts~~per share. The ~~term~~difference ofbetween the ~~contract~~market isprice ~~for six months expiring~~ on ~~February~~the 6date ~~2013. In~~the ~~consideration~~note ~~for~~was ~~their~~executed ~~services,~~and the ~~Contractor~~conversion ~~received~~price ~~3,000,000~~was ~~common~~recorded ~~shares. These~~as ~~shares~~a ~~were~~beneficial ~~valued~~conversion feature at $902,~~000~~500. This ~~based~~amount onis discounted against the ~~grant~~debt ~~date~~balance and is being amortized over the term of the ~~shares~~note using the effective interest method.

On ~~August~~December 215, 2012, ~~Norman~~the ~~Reynolds~~Company ~~was~~entered ~~granted~~into ~~1,000,000~~a ~~shares~~securities ofpurchase ~~common~~agreement ~~stock~~with inAsher ~~lieu~~Enterprises Inc. for the sale of ~~payment~~a by$16,000 ~~the~~in ~~Company~~a ~~for~~convertible ~~legal~~debenture ~~services~~bearing heinterest ~~provided~~at as8% ~~the~~per ~~Company’s~~annum, ~~attorney. These~~payable ~~shares~~on ~~were~~or ~~valued~~before atSeptember 7, 2013. $2016,000 ~~based~~was ondisbursed to the ~~closing~~Company ~~price~~ on ~~the~~December ~~date~~5, ~~of the grant~~2012.

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

On ~~January~~April 2822, ~~2011~~2013, the Company ~~amended~~entered ~~their~~into ~~Preferred~~a ~~Stock~~securities ~~Class~~purchase Aagreement ~~authorized~~with ~~shares~~Asher ~~from~~Enterprises 1Inc. for the sale of a $12,~~000~~500 in a convertible debenture bearing interest at 8% per annum,~~000~~ ~~shares~~payable on or before January 29, 2014. $12,500 was disbursed to 10the Company on April 22,~~000~~ ~~shares~~2013.

Pursuant to the convertible debenture the investor may convert the debenture into common stock of the Company at a conversion price of 50% of the lowest trading price for the common stock for forty-five trading days ending one trading day prior to the date of conversion notice sent by the holder to the Company. The conversion price has a floor of $0.00005 per share. ~~continued~~The –difference between the market price on the date the note was executed and the conversion price was recorded as a beneficial conversion feature at $12,500. This amount is discounted against the debt balance and is being amortized over the term of the note using the effective interest method.

F-~~19-~~30

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note EH ~~- Share~~– ~~Activity~~Convertible Debentures and Note Payable – continued

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

OnPursuant ~~February~~to ~~28, 2011~~ the ~~Board~~assigned ofconvertible ~~Directors~~debenture, ~~approved~~ the ~~issuance~~investor ofmay ~~2,000,000~~convert ~~Preferred~~the ~~Stock~~debenture ~~Class B to Betty Harland. These shares carry 500 to 1 voting rights and are not convertible~~ into common stock. ~~These~~of ~~shares~~the ~~also~~Company ~~carry a liquidation preference over common shares. These shares were valued~~ at ~~$600,000 and were expensed upon grant. The shares were valued by~~ a ~~valuation~~conversion ~~expert~~price onof ~~the~~55% ~~date~~ of ~~grant. The key inputs in~~ the ~~valuation~~average ~~were~~lowest ~~related~~three totrading ~~assigning~~prices afor ~~value to~~ the ~~control~~common ~~associated~~stock ~~with~~for ~~the~~twenty ~~preferred~~trading ~~shares~~days ~~issued.~~prior ~~No value was assigned~~ to the ~~liquidation~~date ~~preference~~ of ~~the~~conversion ~~securities~~notice ~~based~~sent onby the ~~net~~holder ~~deficit~~to ~~position of~~ the Company. The ~~valuation~~conversion ~~expert~~price ~~used~~with ~~industry~~this ~~studies~~note ~~for~~had ~~similar~~an ~~companies~~embedded ~~which~~derivative ~~estimated~~liability adue ~~premium on control equal~~ to ~~10.05%~~the ofvariability ~~the~~based ~~Company’s~~on ~~respective~~future market ~~cap~~prices. ~~The~~As ~~other~~a ~~inputs~~result ~~involved in calculating~~ the ~~market~~conversion ~~cap~~feature ~~on the date of grant which~~ was ~~calculated~~bifurcated asand ~~the~~re-valued ~~shares~~at ~~outstanding multiplied by the shares price on the date of grant. The~~ market ~~cap~~at onissuance ~~the~~and ~~date~~at ofAugust ~~grant was found to be approximately $5~~31,~~969,380~~ ~~based on this calculation~~2013.

~~Note~~Amortization Fexpense –for debt discounts was $75,245 and $29,869 for the years ended August 31, 2013 and 2012, respectively. ~~Related~~The ~~Party~~net ~~Transactions~~discount on all convertible debt outstanding was $6,588 and $18,333 at August 31, 2013 and 2012, respectively.

~~Certain~~Accrued ~~disbursements~~interest ofwas ~~the~~$237 ~~Company~~and ~~have~~$1,426 ~~been paid by two directors of the Company therefore; a Due to Directors account has been established. The balance~~ at August 31, ~~2012~~2013 and ~~2011 was $-0- and $400~~2012, respectively.

InOn ~~October~~December ~~2004~~31, ~~the Company entered into a consulting agreement with its Chairman~~2012, ~~Betty-Ann~~Asher ~~Harland~~Enterprises ~~for~~elected ato ~~five~~convert ~~year term, with annual compensation of~~ $~~220~~10,000 ~~and auto allowance~~ of ~~$12,000. The~~their ~~accrued~~note ~~consulting~~payable ~~fees~~into ~~are~~7,142,857 ~~accruing~~common ~~interest~~shares atof ~~8.75%~~the ~~annually~~Company. On ~~March~~The ~~24,~~conversion ~~2011,~~was ~~the~~in ~~Company~~accordance ~~extended~~with Msthe ~~Harland’s~~convertible ~~consulting~~note agreement ~~effective~~therefore ~~October~~no 1,gain ~~2009~~or ~~through~~loss ~~October 1, 2011. On December 5, 2011, Mrs. Harland’s contract~~ was ~~extended~~recorded ~~through~~on ~~October~~the 1,conversion ~~2015. At August 31, 2012~~ and ~~2011~~the ~~accrued~~converted ~~compensation~~amount ~~due to Mrs. Harland~~ was ~~$1,021,389~~relieved ~~and~~to ~~$789,841,~~common ~~respectively. At~~stock ~~August 31, 2012~~ and ~~2011~~additional ~~accrued~~paid ~~interest~~in oncapital ~~accrued~~for ~~compensation was~~ $~~150~~10,~~123 and $82,297, respectively~~000.

On February 2814, ~~2011~~2013, ~~Betty~~Asher ~~Harland~~Enterprises ~~was~~elected ~~issued~~to 2convert $11,~~000~~500 of their note payable into 9,~~000~~583,333 ~~Preferred~~common ~~Stock~~shares ~~Class~~of Bthe ~~(See~~Company. ~~Note~~The Econversion –was ~~Preferred~~in ~~Stock)~~accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $11,500.

On ~~August~~February 2520, ~~2007~~2013, ~~the~~Asher ~~Company~~Enterprises ~~entered~~elected ~~into~~to aconvert ~~consulting agreement with its CEO~~$5,500 ~~Sydney~~of ~~Harland~~their ~~for~~note apayable ~~five~~into ~~year term~~8, ~~with annual compensation of $220~~333,~~000,~~333 ~~health~~common ~~benefits~~shares of ~~$15,000~~the ~~and $12,000 auto allowance~~Company. The ~~agreement~~conversion ~~agrees~~was toin ~~pay~~accordance ~~all~~with ~~accrued~~the ~~compensation~~convertible ~~from~~note ~~April~~agreement ~~2006~~therefore ~~and~~no isgain ~~accruing~~or ~~interest~~loss atwas ~~8.75%~~recorded ~~annually. At~~on ~~August~~the ~~31,~~conversion ~~2012~~ and ~~2011~~the ~~accrued~~converted ~~compensation~~amount ~~due to Mr. Harland~~ was ~~$1,399,786~~relieved ~~and~~to ~~$1,167,208,~~common ~~respectively. At~~stock ~~August 31, 2012~~ and ~~2011~~additional ~~accrued~~paid ~~interest~~in ~~imputed~~capital onfor ~~accrued compensation was~~ $~~270~~5,~~223 and $171,427, respectively~~500.

~~-continued~~During -the three months ended May 31, 2013, Asher Enterprises elected to convert $33,000 of their note payable and $2,400 accrued interest into 97,491,041 common shares of the Company. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $35,400.

~~F-20~~During the three months ended August 31, 2013, Asher Enterprises elected to convert $18,500 of their note payable and $740 accrued interest into 186,966,667 common shares of the Company. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $19,240.

~~GLOBAL EARTH ENERGY, INC.~~ F-31

(AGLOBAL ~~Development~~EARTH ~~Stage~~ENERGY, ~~Company)~~INC.

~~Wilmington,~~(A ~~North~~Development ~~Carolina~~Stage Company)

~~NOTES~~Wilmington, TONorth ~~CONSOLIDATED FINANCIAL STATEMENTS~~Carolina

~~Note~~NOTES FTO ~~– Related~~CONSOLIDATED ~~Party~~FINANCIAL ~~Transactions – continued~~STATEMENTS

OnNote ~~August~~H ~~25,~~– ~~2007,~~Convertible ~~the~~Debentures 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 isNotes ~~accruing~~Payable ~~interest~~– at 8.75% annually. On March 24, 2011, the Company extended Mr. Gorman’s consulting agreement effective August 25, 2009 through August 25, 2011. On December 5, 2011, Mr. Gorman’s contract was extended through August 27, 2015. At August 31, 2012 and 2011 accrued compensation due to Mr. Gorman was $1,010,419 and $852,919, respectively. At August 31, 2012 and 2011 accrued interest imputed on accrued compensation was $243,590 and $162,067, respectively.continued

On ~~September~~June 93, ~~2010~~2013 an agreement was signed with Robert Levitt concerning a portion of his debt equal to $6,690. The agreement modified the debt to make it convertible into common stock of the Company at $0.0001 per share. The Company compared the value of the debt modified of $6,690 before and after modification to calculate the loss on modification of $94,633. This value was calculated by comparing the value of the shares if the note was converted 30on the modification date to the face value of the note. The value of the shares was $101,~~000~~323 ~~Preferred~~which ~~Class~~after Adeducting the face value of the note of $6,690 resulted in the loss on modification of $94,633. The value of the shares the note was convertible into was calculated by using the closing price of the stock on the modification date. The note payable is convertible into common stock at the discretion of Mr. Levitt. Mr. Levitt will be entitled to 4a maximum of 66,900,000 ~~common~~shares but at no time will Mr. Levitt be able to own more than 4.99% of the outstanding shares of the Company’s common stock. Furthermore, at any time, the Company may pay the balance of the unconverted note payable in cash.

~~During~~For the ~~fiscal~~quarter ~~year~~ ended August 31, ~~2011~~2013 Robert Levitt ~~agreed~~received ~~to accept 120~~36,000 ~~shares in lieu of payment of an accrued balance owed to him of $180~~,000. ~~The value of the~~ shares tocommon bestock ~~issued~~for onconversion ~~the date~~ of ~~the agreement was~~ $~~360~~3,~~000~~600 ~~causing a loss~~ of ~~$180,000~~his ~~for~~convertible ~~the conversion~~note. ~~This~~The ~~stock~~conversion ~~payable~~ was ~~later~~in ~~re-classed~~accordance towith the ~~derivative~~modified ~~liability~~note ~~due~~agreement totherefore ~~the~~no ~~tainted~~gain ~~equity~~or ~~environment~~loss ~~and~~was ~~potential~~recorded ~~inability~~with of the ~~Company to share settle the instrument~~conversion. ~~As a result, the related value of the stock payable and issuances were re-valued at each issuance date and balance sheet date due to the mark to market requirements for the derivative liability.~~

OnConvertible ~~October~~note ~~12,~~payable ~~2010~~– ~~Robert~~related ~~Levitt~~party ~~was~~at ~~granted~~August 631,~~000~~ ~~shares~~2013 ofand ~~common~~2012 ~~stock~~consisted ~~in partial satisfaction~~ of ~~the 180~~$3,~~000,000~~090 ~~shares~~and ~~owed to him for prior consulting services. The value of the shares issued was~~ $~~73,800.~~-0- ~~The~~due ~~related portion of the derivative liability was marked to this value~~ and ~~relieved~~payable to ~~APIC~~Robert ~~upon issuance~~Levitt.

~~For~~Notes ~~the~~payable ~~quarter~~at ~~ended~~August ~~February 28, 2011 Robert Levitt received~~ 31,~~333~~ ~~shares~~2013 ~~common~~and ~~stock~~2012 inconsisted ~~partial satisfaction~~ of ~~the~~$32,500 ~~120~~and $15,000 ~~shares~~due ~~owed~~and payable to ~~him~~Marie ~~for~~Fay ~~prior~~upon ~~consulting~~demand ~~services.~~and ~~The~~$2,000 ~~value~~and of$-0- ~~the~~due ~~shares~~and ~~issued~~payable ~~was~~to ~~$648,000.~~Warwick ~~The~~Tranter ~~related~~upon ~~portion~~demand. ofImputed ~~the~~interest ~~derivative~~expense ~~liability~~for ~~was~~the ~~marked~~years toended ~~this~~August ~~value~~31, 2013 and ~~relieved~~2012 towas ~~APIC~~$18,621 ~~upon~~and ~~issuance~~$17,693, respectively.

~~For~~Note ~~the~~I quarter ended May 31, 2011 Robert Levitt received 30,000 shares common stock in partial satisfaction of 120,000 shares owed. The value of the shares issued was $318,500. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.–

~~For~~Derivative ~~the~~Liability quarter ended August 31, 2011 Robert Levitt received 20,000 shares common stock in partial satisfaction of 120,000 shares owed. The value of the shares issued was $84,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.

OnThe ~~June~~Company ~~15,~~evaluated ~~2012~~their ~~Betty~~convertible ~~Harland,~~note ~~Sydney~~agreements ~~Harland~~pursuant to ASC 815 and ~~Edmund~~due ~~Gorman~~to asthere ~~board~~being ~~members~~no ~~were~~minimum ~~granted~~or asfixed ~~compensation~~conversion ~~for~~price ~~services~~resulting ~~10,000,000~~in ~~shares~~an ~~each~~indeterminate number of ~~common~~shares ~~stock~~to be issued in the future, the Company determined an embedded derivative existed and ASC 815 applied for ~~services~~their ~~rendered.~~convertible ~~These~~notes ~~shares~~with ~~were~~a ~~valued~~cumulative atbalance of $11252,~~400,000~~250 ~~based~~and on$33,100 ~~the~~as ~~closing~~of ~~price~~August on31, ~~the~~2013 ~~date~~and of2012, ~~the grant~~respectively.

OnThe ~~June~~embedded 21derivative liabilities were initially settled on November 30, 2012 ~~Betty~~with ~~and~~amendments ~~Sydney~~that ~~Harland~~ were ~~each~~signed ~~granted~~to ~~600,000~~remove ~~shares~~the ofembedded ~~common~~derivative ~~stock~~liabilities. ~~for~~On ~~services~~August ~~rendered~~28, to2013 the ~~company. These~~Company ~~shares~~entered into ~~were~~a ~~valued~~new atconvertible ~~$72,000~~note ~~based~~payable onwhich ~~the~~also ~~closing~~had ~~price~~embedded onderivatives. This caused the ~~date~~derivative ofliabilities to re-emerge prior to the ~~grant~~August 31, 2013 year-end.

OnThe ~~June~~Company ~~25,~~valued ~~2012~~the ~~Betty~~embedded ~~and~~derivative ~~Sydney~~within ~~Harland~~the ~~were~~convertible ~~each~~note ~~granted~~using ~~1,500,000~~the ~~shares~~Black-Scholes valuation model. The result of ~~common~~the ~~stock~~valuation ~~for~~is ~~services~~a ~~rendered~~derivative toliability in the ~~company. These~~amount ~~shares~~of ~~were~~$55,683 ~~valued~~as atof ~~$366~~August 31,~~000~~ ~~based~~2012. We onestimated the ~~closing~~fair ~~price~~value onof the ~~date~~derivative ofusing the ~~grant~~Black-Scholes valuation method with assumptions including: (1) term of 0.25 to 0.75 years; (2) a computed volatility rate of 345.29% (3) a discount rate of 0.01% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability.

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

FThe Company evaluated all convertible debt and outstanding warrants to determine whether these instruments may be tainted from the aforementioned derivative. All warrants outstanding were considered tainted as a result of the tainted equity environment and potential inability of the Company to share settle the instruments. The Company valued these warrants using the Black-21Scholes valuation

~~GLOBAL~~model. The ~~EARTH~~result ~~ENERGY~~of the valuation is a derivative liability in the amount of $5 as of August 31, ~~INC~~2012. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 2.2 years; (2) a computed volatility rate of 345.29% (3) a discount rate of 0.41% and (4) zero dividends. The valuation of these warrants was recorded with an offsetting gain/loss on the derivative liability.

(AIn ~~Development~~August ~~Stage~~2012, ~~Company)~~the 32,667 shares that were issued to Robert Levitt were marked to market for $3,593 and relieved to additional paid in capital with the settlement.

~~Wilmington~~On October 17, ~~North~~2012 ~~Carolina~~the remaining balance of $5,600 on the Asher note issued on April 27, 2011 for $27,500 and accrued interest of $1,100 was converted for 2,161,290 shares of common stock. The embedded derivative liability within this note was settled with this conversion. The derivative was marked to market on the settlement date and the value of the derivative of $8,529 was reclassed to additional paid in capital with the derivative settlement.

~~NOTES~~ On TONovember ~~CONSOLIDATED~~30, ~~FINANCIAL~~2012 ~~STATEMENTS~~Asher and the Company agreed to modify all convertible debt agreements outstanding. The modification entailed a floor conversion price and also removed ratchet provisions on the conversion price which previously provided anti-dilutive protection against future dilutive equity or debt issuances. The modification related to the previous debt outstanding relieved the embedded derivative liability associated with this note as well as the derivative liabilities associated with all tainted equity instruments.

~~Note~~All Foutstanding ~~– Related~~debt ~~Party~~and ~~Transactions~~tainted –equity ~~continued~~were marked to market at November 30, 2012 and relieved to additional paid in capital for $161,987 based on the modification.

~~Note~~The ~~Payable~~Company –valued ~~Related~~the ~~Party~~embedded ~~balance~~derivative ~~was~~within ~~$303,250~~the ~~and~~convertible ~~$236,500~~note atsettled ~~August~~on 31November 30, 2012 ~~and~~using ~~2011,~~the ~~respectively~~Black-Scholes valuation model. ~~Amounts~~The ~~due~~result ~~are~~of tothe ~~Robert~~valuation ~~Levitt~~is ~~for~~a ~~monies~~derivative ~~loaned~~liability toin the ~~Company~~amount of $161,987 as of November 30, 2012. ~~Imputed~~We ~~interest~~estimated inthe fair value of the ~~amount~~derivative using the Black-Scholes valuation method with assumptions including: (1) term of ~~$21,590~~0.50 ~~ehas~~to ~~been~~0.58 ~~recorded~~years; ~~since~~(2) ~~the~~a ~~note~~computed volatility rate of 458% (3) a discount rate of 0.13% and (4) zero dividends. The valuation of this embedded derivative was ~~non-interest~~recorded ~~bearing~~with an offsetting gain/loss on derivative liability.

~~Interest expense charged to operations was $328,144 and $349,569 for the years ended August 31, 2012 and 2011 respectively.~~ F-32

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

~~Note~~(A GDevelopment –Stage ~~Joint Ventures~~Company)

~~Reflora~~Wilmington, doNorth ~~Brasil~~Carolina

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

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

~~(a)~~Derivative ~~41,762~~Liability ~~shares~~- ofcontinued ~~the common stock valued at $6.75 per share of the Company and~~

~~(b)~~ The ~~sum~~Company ofevaluated ~~$30,000~~all ~~per~~convertible ~~month~~debt ~~for~~and ~~four~~outstanding ~~months~~warrants ~~totaling $120,000 which has been recorded as due~~ to ~~joint~~determine ~~venture~~whether onthese ~~the~~instruments ~~balance~~may ~~sheet. This payment to the Strategic Alliance is compensation to run the business lines to~~ be ~~brought~~tainted ~~in,~~from ~~(carbon credit deals, soybean, asset backed bonds, Lifecycle partnership) which includes legal costs and other costs involving~~ the ~~stated~~aforementioned ~~deals~~derivative. ~~The~~ ~~Cash~~All ~~Compensation~~warrants ~~will~~outstanding bewere ~~paid~~considered bytainted ~~the Company~~ as ~~and~~a ~~when~~result itof isthe ~~able~~tainted toequity ~~raise~~environment ~~sufficient~~and ~~funds~~potential ~~through~~inability ~~a private placement~~ of ~~shares of~~ the ~~Global~~Company ~~Earth Common Stock pursuant~~ to ~~Regulation~~share Dsettle ~~promulgated under~~ the ~~Securities Act of 1933, as amended~~instruments. The Company ~~shall~~valued ~~immediately~~these ~~begin~~warrants ~~the~~using ~~preparation of a private placement memorandum for~~ the ~~purpose~~Black-Scholes ~~of raising the cash compensation.~~ valuation

model. The ~~total~~result ~~paid~~of ~~for~~ the ~~joint~~valuation ~~venture~~ is ~~$444,643~~a ~~which~~derivative isliability ~~composed of $324,643~~ in ~~common~~the ~~stock~~amount ~~issued~~of ~~and~~ $~~120,000~~2 ~~in cash to be paid. The Company evaluated these capitalized costs~~ as of ~~August~~November 3130, ~~2011~~2012. We ~~for~~estimated ~~impairment~~the ~~and~~fair ~~determined~~value atof ~~that~~the ~~time~~derivative ~~that~~using ~~there~~the ~~was~~Black-Scholes novaluation ~~certainty~~method ~~that these costs would be recovered~~ with ~~future~~assumptions ~~cash~~including: ~~flows~~(1) ~~from~~term ~~the~~of ~~joint ventures~~1.9 Asyears; (2) a ~~result,~~computed ~~the~~volatility ~~costs~~rate ~~were~~of ~~fully~~644.69% ~~valued~~(3) ~~with~~a andiscount ~~impairment~~rate of ~~$444,643~~0. ~~Since~~25% ~~the~~and ~~impairment~~(4) onzero ~~August~~dividends. This ~~31,~~balance ~~2011,~~was ~~there~~relieved ~~has~~to ~~been~~additional nopaid ~~activity~~in oncapital ~~this~~with ~~joint venture~~settlement.

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

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

~~GLOBAL~~On ~~EARTH~~August ~~ENERGY~~28, ~~INC~~2013 the Company entered into a new convertible note payable which also had embedded derivatives. This caused the derivative liabilities to re-emerge prior to the August 31, 2013 yearend. The Company valued the embedded derivative within this convertible note using the Black-Scholes valuation model. The result of the valuation is a derivative liability in the amount of $875,303 as of August 31, 2012. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.25 years; (2) a computed volatility rate of 494% (3) a discount rate of 0.01% and (4) zero dividends. This value was recorded as a loss on derivative with the offsetting credit to derivative liability as the note is due on demand.

(A For ~~Development~~each ~~Stage~~of the years ended August 31, 2013 and 2012 the Company) had 221,049,525 and 22,429 shares owed that were recorded as a part of the derivative liability due to the tainted equity environment.

~~Wilmington~~ The related portion of the derivative liability was marked to market according to the value of the shares owed on the balance sheet date, ~~North~~August ~~Carolina~~31, 2013 and 2012 was $42,809 and $225, respectively.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-33

~~Note~~GLOBAL HEARTH –ENERGY, ~~Convertible Debentures and Note Payable~~ INC.

~~The~~(A ~~Company~~Development ~~had~~Stage ~~convertible debentures outstanding as follows:~~Company)

August 31, 2012	Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount
April 27, 2011 – Debenture	$ 5,600	$ ––	$ 5,600
June 26,2012 – Debenture	27,500	18,333	9,167
Total Convertible Debentures	$ 33,100	$ 18,333	$ 14,767

Wilmington, North Carolina

August 31, 2011	Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount
April 27, 2011 – Debenture	$ 27,500	$ 20,703	$ 6,797
Total Convertible Debentures	$ 27,500	$ 20,703	$ 6,797

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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


	Derivative Liability at August 31, 2011	Reclass from equity to derivative liability	Discount on debt with initial valuation	(Gain) Loss on Derivative for the Year Ended August 31, 2012	Settled to Additional Paid in Capital	Derivative Balances At August 31, 2012

Debentures	$ 31,455	$ ––	$ 27,500	$ 40,912	$ (44,184)	$ 55,683

Tainted Equity – Stock Payable	130,000	45,700	––	(171,882)	(3,593)	225

Tainted Equity -Warrants Outstanding	2,479	––	––	(2,474)	––	5

Total	$ 163,934	$ 45,700	$ 27,500	$ (133,444)	$ (47,777)	$ 55,913

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


	Derivative Liability at August 31, 2012	Reclass from equity to derivative liability	Discount on debt with initial valuation	(Gain) Loss on Derivative for the Year Ended August 31, 2013	Settled to Additional Paid in Capital	Derivative Balances At August 31, 2013

Debentures	$ 55,683	$ ––	$ 32,500	$ 957,636	$ (170,516)	$ 875,303

Tainted Equity – Stock Payable	225	28,403	––	21,257	(76)	49,809

Tainted Equity -Warrants Outstanding	5	––	––	(3)	(2)	––

Total	$ 55,913	$ 28,403	$ 32,500	$ 978,890	($ 170,594)	$ 925,112

F- ~~continued -~~34

~~F-23~~GLOBAL EARTH ENERGY, INC.

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

(AWilmington, ~~Development~~North ~~Stage Company)~~Carolina

~~Wilmington,~~NOTES ~~North~~TO ~~Carolina~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Note TOJ ~~CONSOLIDATED~~– Commitments ~~FINANCIAL~~and ~~STATEMENTS~~Contingencies

~~Note~~The HCompany –is ~~Convertible~~aware ~~Debentures~~of one lawsuit filed against its wholly owed subsidiary Knightsbridge Corp. The case is pending in the Superior Court of the State of California. It was filed on October 4, 2012. It is probable that the Company will have to repay the fees given it for unperformed services in the amount of $52,800 and ~~Note~~has ~~Payable~~therefore –accrued ~~continued~~this as a liability at August 31, 2013 and 2012.

OnThe ~~December~~Company ~~21,~~is ~~2011,~~aware ~~Asher~~of ~~Enterprises~~one ~~elected~~lawsuit tofiled ~~convert~~against ~~$6,500~~it. ofThe ~~their~~case ~~note~~is ~~payable~~pending ~~into~~in ~~22,807~~the ~~common~~District ~~shares~~Court of the ~~Company~~State of Texas. ~~Asher’s~~It ~~remaining~~was ~~note~~filed ~~payable~~on atSeptember ~~December 21~~16, ~~2011~~2013. It is ~~therefore~~probable ~~$7,000.~~that ~~The~~the ~~conversion~~Company ~~was~~will inhave ~~accordance~~to ~~with~~pay the ~~convertible~~fees ~~note~~provided ~~agreement~~it ~~therefore~~for noperformed ~~gain~~services orin ~~loss~~the ~~was~~amount ~~recorded~~of on$573,538 ~~the conversion~~ and ~~the~~has ~~converted~~therefore ~~amount~~accrued ~~was~~this ~~relieved~~as toa ~~common~~liability ~~stock~~at ~~and~~August ~~additional~~31, ~~paid in capital~~2013.

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

On ~~June~~May 2610, ~~2012~~2010, the Company ~~entered~~acquired ~~into~~all aof ~~securities~~the ~~purchase~~agreed ~~agreement~~upon ~~with~~assets ~~Asher~~and ~~Enterprises~~liabilities ~~Inc~~of 688239 B.C. ~~for~~Ltd. The ~~the~~acquired ~~sale~~business ofemploys acomplementary ~~$27~~technologies and serves compatible markets compared with Global Earth Energy,~~500~~ inInc. 688239 aB.C.’s ~~convertible~~assets ~~debenture~~and ~~bearing~~liabilities ~~interest~~were atmerged 8%into ~~per~~Global ~~annum~~Earth Energy Acquisition Company, ~~payable~~a onwholly orowned ~~before~~subsidiary ~~March~~of ~~28,~~the ~~2013. $27~~Company,~~500~~ ~~was~~a ~~disbursed~~Wyoming tocorporation. Upon merger the ~~Company~~subsidiary onchanged ~~June~~its 29name to RCI Solar, ~~2012~~Inc.

~~Pursuant~~RCI toSolar, ~~the~~Inc. ~~convertible~~located ~~debenture~~in ~~the~~Kelowna, ~~investor~~British ~~may~~Columbia, ~~convert~~Canada ~~the~~is ~~debenture~~an ~~into~~electrical ~~common~~contracting ~~stock~~company. RCI Solar, Inc. delivers a suite of ~~the~~residential ~~Company~~and atcommercial arenewable ~~conversion~~energy ~~price~~solutions. ofRCI ~~51%~~Solar ofspecializes ~~the~~in ~~average~~Solar ~~price~~Panels, ~~for~~Thermo ~~the~~Energy, ~~lowest~~and ~~three~~Wind ~~trading~~Turbines. Management ~~prices~~has ~~for~~over 30 years experience in the ~~common~~industry ~~stock~~and ~~for~~have ~~ten~~become ~~trading~~a ~~days~~partner ~~ending~~both ~~one~~in ~~trading~~business ~~day~~and ~~prior~~in toresearch and development. Consideration from the ~~date~~National Research Centre of ~~conversion~~Canada ~~notice~~and ~~sent~~ecoEnergy byCanada ~~the~~has ~~holder~~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.

AtIn ~~August~~exchange ~~31,~~for ~~2012~~ the ~~payment~~assets ~~due to Asher on their April 27, 2011 debenture was past due~~ and inliabilities ~~default. Asher~~of ~~has~~688239 ~~waived all default penalties and interest through August 31~~B.C., ~~2012. Default penalties and interest include~~ the ~~following: default~~Company ~~interest~~issued ~~at 22%~~43,333 ~~the~~shares ~~amount~~common ~~under~~stock ~~default~~at ~~multiplied~~a byvalue ~~two~~of ~~or depending on the default circumstance the amount under default multiplied by 150%~~$845,000.

~~Note~~Due ~~payable~~to atthe difficulties encountered in completing the audit of 688239 B.C., filed on Form 8-Ka, item 9.01, on August 3116, ~~2012~~2010 and ~~2011~~continued ~~consisted~~difficulties experienced during the preparation of ~~$30,000~~the ~~and~~subsidiary’s ~~$15~~accounting records included in the Company’s annual report on Form 10-K for fiscal year 2010,~~000~~ ~~due~~the ~~and~~parties ~~payable~~to the Plan of Merger desired to ~~Marie~~rescind ~~Fay~~the ~~upon~~Plan ~~demand~~of Merger (the “Rescission”). ~~Imputed~~On ~~interest~~December ~~expense~~2, ~~for~~2010 the ~~years~~parties ~~ended~~to ~~August~~the ~~31,~~Plan ~~2012~~of ~~and~~Merger ~~2011~~executed ~~was~~the $2Rescission. As a result,~~400~~ ~~and~~Global ~~$-0-~~Earth has agreed to transfer to Melvin Dick all of Global Earth’s interest in the 5,000 ~~respectively~~shares of the Class A Common Stock of 688239 B.C. which Melvin Dick previously agreed to deliver to Global Earth.

~~Note I –~~F-35

~~Derivative~~GLOBAL ~~Liability~~EARTH ENERGY, INC.

~~The~~(A ~~Company~~Development ~~evaluated~~Stage ~~their convertible note agreements pursuant to ASC 815 and due to there being no minimum or fixed conversion price resulting in an indeterminate number of shares to be issued in the future, the~~ Company ~~determined an embedded derivative existed and ASC 815 applied for their convertible notes with a cumulative balance of $33,100 and $27,500 as of August 31, 2012 and 2011, respectively.~~)

~~In accordance with the option allowed in ASC 815~~Wilmington, ~~the~~North 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 Company valued the embedded derivative within the convertible note using the Black-Scholes valuation model. The result of the valuation is a derivative liability in the amount of $31,455 as of August 31, 2011. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.42 years; (2) a computed volatility rate of 271.26% (3) a discount rate of 0.12% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability.Carolina

-NOTES ~~continued~~TO -CONSOLIDATED FINANCIAL STATEMENTS

~~F-24~~Note K – Discontinued Operations – continued

~~GLOBAL~~The ~~EARTH~~amendment ~~ENERGY~~to the rescission states that Melvin Dick shall be permitted to retain 6,667 ~~INC~~shares of the Global Earth Common Stock which he received in connection with the Plan of Merger. The remaining 36,667 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 333 to 667 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.

(AIn ~~Development~~compliance ~~Stage~~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.

~~Wilmington~~As a result, ~~North~~the ~~Carolina~~Company has recognized an impairment loss from the rescission 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.

~~NOTES~~The TOfollowing ~~CONSOLIDATED~~table ~~FINANCIAL~~provides ~~STATEMENTS~~the details of those discontinued operations:

Note I –


Discontinued Operations of Subsidiary 688239 B.C.
			For the Period May 10, 2010 Through August 31, 2010

Revenue			$ 130,836
Cost of Goods Sold			77,613

Gross Profit			53,223

G&A Expense			69,727

Operating Loss			16,504

Net Loss			$ 16,504

~~Derivative Liability~~ F- ~~continued~~ 36

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

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

~~The~~Wilmington, ~~Company~~North evaluated all convertible debt and outstanding warrants to determine whether these instruments may be tainted from the aforementioned derivative. All warrants outstanding were considered tainted as a result of the tainted equity environment and potential inability of the Company to share settle the instruments. The Company valued these warrants using the Black-Scholes valuation Carolina

~~model. The~~NOTES ~~result~~TO ofCONSOLIDATED ~~the~~FINANCIAL valuation is a derivative liability in the amount of $5 as of August 31, 2012. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 2.2 years; (2) a computed volatility rate of 345.29% (3) a discount rate of 0.41% and (4) zero dividends. The valuation of these warrants was recorded with an offsetting gain/loss on the derivative liability. STATEMENTS

~~For~~Note ~~the~~L ~~year ended August 31, 2011, the Company evaluated all convertible debt and outstanding warrants to determine whether these instruments may be tainted from the aforementioned derivative.~~– ~~All~~Fair ~~warrants~~Value outstanding were considered tainted as a result of the tainted equity environment and potential inability of the Company to share settle the instruments. The Company valued these warrants using the Black-Scholes valuation model. The result of the valuation is a derivative liability in the amount of $2,479. 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 recorded with an offsetting loss on the derivative liability.

~~F-25~~The Company has categorized its assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP. All assets and liabilities are recorded at historical cost which approximates fair value, and therefore, no items were valued according to these inputs.

~~GLOBAL~~The ~~EARTH~~levels ~~ENERGY,~~of ~~INC.~~fair value hierarchy are as follows:

~~(A Development Stage Company)~~·

~~Wilmington,~~Level ~~North~~1 ~~Carolina~~inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~·

~~Note~~Level I2 –inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

~~Derivative Liability - continued~~ ·

~~The~~Level ~~result~~3 ofinputs ~~the~~are ~~initial~~unobservable ~~valuations for these notes was a derivative liability in the amount of $179,038~~ and anare ~~offsetting~~typically ~~loss~~based on ~~derivative~~our ofown ~~$46~~assumptions,~~538~~ ~~and discount on debt of $132,500. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions~~ including: ~~(1)~~situations ~~term~~where ofthere ~~.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 notes issued as it can only be discounted up to the value of the note and is being amortized over the life of the notes using the effective interest method. For the year ended August 31little, ~~2011,~~if ~~$111~~any,~~797~~ ~~was~~market ~~amortized and is included in interest expense~~activity. All discounts were fully amortized upon conversion where applicable. The instruments were revalued at each settlement and at year end, and the resulting change of $(65,470) was included in the statement of operations and netted with other gains and losses on the Statement of Operations.

~~For~~In ~~each~~certain ofcases, the ~~years~~inputs ~~ended~~used ~~August~~to ~~31,~~measure ~~2012~~fair ~~and~~value ~~2011~~may ~~the~~fall ~~Company~~into ~~had~~different ~~22,429~~levels ~~shares~~of ~~owed~~the ~~that~~fair ~~were~~value ~~recorded~~hierarchy. In assuch acases, ~~part~~the ofCompany ~~the~~categorizes ~~derivative~~such financial asset or liability ~~due~~based toon the ~~tainted~~lowest ~~equity~~level ~~environment.~~input ~~The~~that ~~related~~is ~~portion~~significant ofto the ~~derivative~~fair ~~liability~~value ~~was~~measurement ~~marked~~in toits ~~market~~entirety. Our ~~according~~assessment toof the ~~value~~significance of ~~the~~a ~~shares~~particular ~~owed~~input onto the ~~balance~~fair ~~sheet~~value ~~date,~~measurement ~~August~~in ~~31,~~its ~~2012~~entirety requires judgment and ~~2011~~considers ~~was~~factors ~~$225~~specific ~~and~~to ~~$130,000~~the ~~respectively~~asset or liability.

~~The~~Both ~~32,667~~observable ~~shares~~and ~~that~~unobservable ~~were~~inputs ~~issued~~may be used to ~~Robert~~determine ~~Levitt~~the ~~were~~fair ~~marked~~value toof ~~market~~positions ~~for~~that $are classified within the Level 3~~,593~~ category. All assets and ~~relieved~~liabilities toare ~~additional~~at ~~paid~~cost inwhich ~~capital~~approximates ~~with~~fair ~~the~~value ~~settlement~~and there are not items that were required to be valued on a non-recurring basis.

~~During~~The ~~the~~following ~~year~~liability ~~ended~~was ~~August~~valued ~~31,~~at ~~2011,~~fair ~~one~~value as of ~~the~~August ~~Company’s warrant holders exercised 2~~31,~~000,000~~ ~~warrants~~2013 ~~for~~and ~~relief~~2012. ofNo ~~accrued~~other ~~legal~~items ~~costs~~were ~~owed to him~~ valued at ~~$11,000. Due~~fair tovalue ~~this~~on ~~instrument being~~ a ~~part~~recurring ofor ~~the~~non-recurring ~~derivative~~basis ~~liability~~as ~~due to the tainted equity environment this portion~~ of ~~the~~August ~~derivative was marked to market on the exercise date resulting in a net loss of $11~~31,~~799. The~~ ~~derivative~~2013 ~~value~~or ~~on this date of $11,799 was reclassed to additional paid in capital with the settlement~~2012.

During the year ended August 31, 2011 $1,244,300 was reclassed from derivative liability to additional paid in capital with the settlement of the derivative liability related to stock payables to vendors for past services rendered. A total of 137,000,000 shares were issued to extinguish the stock payables and related derivative liability. As of August 31, 2011 the Company owed an additional 50,000,000 shares as a stock payable that were recorded within the derivative liability. The value of these remaining shares was marked to market on the balance sheet date at $132,479. The Company recorded a net loss marking these stock payables to market on the settlement and balance sheet dates of $869,300 during the year ended August 31, 2011.


August 31, 2013		Fair Value Measurements Using
	Carrying
	Value	Level 1	Level 2	Level 3	Total

Derivative Liabilities	$ 925,112	$ ––	$ ––	$ 925,112	$ 925,112

Total		$ ––	$ ––	$ 925,112	$ 925,112

- continued -


August 31, 2012		Fair Value Measurements Using
	Carrying
	Value	Level 1	Level 2	Level 3	Total

Derivative Liabilities	$ 55,913	$ ––	$ ––	$ 55,913	$ 55,913

Total		$ ––	$ ––	$ 55,913	$ 55,913

F-2637

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note IM –- Income Taxes

~~Derivative~~Since ~~Liability~~the -Company ~~continued~~has had continuous losses and has available net operating losses, the Company believes that any tax liability would not be material. Deferred taxes are provided for the temporary differences between the financial reporting basis and the tax reporting basis of the Company’s assets and liabilities. The temporary differences between financial reporting and income tax purposes are primarily net operating loss carry forwards for income tax purposes. A valuation allowance is recorded for deferred tax assets when management determines it is more likely than not, that such assets, will not be realized.

	Derivative Liability at August 31, 2011	Reclass from equity to derivative liability	Discount on debt with initial valuation	(Gain) Loss on Derivative for the Year Ended August 31, 2012	Settled to Additional Paid in Capital	Derivative Balances At August 31, 2012
Asher– Debentures	$ 31,455	$ ––	$ 27,500	$ 40,912	$ (44,184)	$ 55,683
Tainted Equity – Stock Payable	130,000	45,700	––	(171,882)	(3,593)	225
Tainted Equity -Warrants Outstanding	2,479	––	––	(2,474)	––	5
Total	$ 163,934	$ 45,700	$ 27,500	$ (133,444)	$ (47,777)	$ 55,913

A full valuation allowance has been established against the deferred tax assets for the years ended August 31, 2013 and 2012 as utilization of the loss carry forwards and realization of other deferred tax assets cannot be reasonably assured.

Note J – Commitments and Contingencies


August 31,	2013	2012

Deferred Tax Asset	$ 3,403,286	$ 3,164,193
Less: Valuation Allowance	3,403,286	3,164,193

Net Deferred Tax Asset	$ ––	$ ––

~~During~~The ~~the~~difference ~~fiscal~~between ~~year ended August 31, 2011,~~ the ~~Company~~income ~~signed~~tax anexpense ~~agreement~~rate ~~with~~computed ~~Robert~~by ~~Levitt~~applying ~~to settle~~ the ~~amount~~federal ~~due~~statutory ~~him~~corporate intax ~~the~~rate ~~amount~~and ofactual ~~$180,000. The~~income ~~Company~~tax ~~agreed~~expense torate ~~pay~~recognized ~~Mr.~~is ~~Levitt 120,000 common shares which at the date of the agreement were valued at $3.00 per share, or $360,000, resulting in a loss on conversion of $180,000. All shares were paid to Mr. Levitt~~ as ~~of August 31, 2012.~~follows:

On December 2, 2010, the Company, RCI Solar, Inc., and Melvin K. Dick rescinded that certain Plan and Agreement of Triangular Merger Be

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