U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

FORM 10-Q

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~For~~for the quarterly period ended ~~May~~November 3130, 2013

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

Commission File No. 000-31343

_____________________________________

GLOBAL EARTH ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

36-4567500

(I.R.S. Employer Identification Number)

1213 Culberth Drive, Wilmington, North Carolina

(Address of principal executive offices)

28405

(Zip Code)

(910) 616-0077

(registrant’s telephone number, including area code)

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

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

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



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

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At ~~July~~January 1617, ~~2013,~~2014 the registrant had ~~754~~1,~~003~~991,~~087~~790,034 shares ~~issued and 429,775,057 shares outstanding~~ of common stock issued and outstanding.

-1-

Table of Contents

~~Item~~PART ~~1. Financial~~I ~~Statements.~~– FINANCIAL INFORMATION

3Item 1. Financial Statements

~~Item~~Consolidated ~~2. Management's~~Balance ~~Discussion~~Sheets ~~and~~at ~~Analysis~~November of30, ~~Financial~~2013 ~~Condition~~(Unaudited) and ~~Results~~August of31, ~~Operations.~~2013

324

~~Item~~Unaudited ~~3. Quantitative~~Consolidated ~~and~~Statements ~~Qualitative~~of ~~Disclosures~~Operations ~~About~~for ~~Market~~the ~~Risk.~~Three Months Ended

33 November 30, 2013 and 2012 and for the Period from the Date the Company Re-entered

~~Item~~ the ~~4. Controls~~Development ~~and~~Stage ~~Procedures.~~(March 1, 2010) Through November 30, 2013

335

~~Item~~Unaudited ~~4(T). Controls~~Consolidated ~~and~~Statements ~~Procedures.~~of Cash Flows for the Three Months Ended

33 November 30, 2013 and 2012 and for the Period from the Date the Company Re-entered

~~Item~~ the Development Stage (March 1~~. Legal~~, ~~Proceedings.~~2010) Through November 30, 2013

356

~~Item~~Notes ~~1a. Risk~~to ~~Factors.~~Consolidated Financial Statements

35 8-40

Item 2. ~~Unregistered~~Management's ~~Sales~~Discussion and Analysis of ~~Equity~~Financial ~~Securities~~Condition and ~~Use~~Results of ~~Proceeds.~~Operations

3541

Item 3. ~~Defaults~~Quantitative ~~Upon~~and ~~Senior~~Qualitative ~~Securities.~~Disclosures About Market Risk

3542

Item 4. ~~Submission~~Controls ofand ~~Matters to a Vote of Security Holders.~~Procedures

3542

Item 54(T). ~~Other~~Controls ~~Information.~~and Procedures

3542

~~Item~~PART ~~6. Exhibits.~~II – OTHER INFORMATION

35Item 1. Legal Proceedings

Item 1A. Risk Factors

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

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits

Signatures

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

~~Financial~~GLOBAL ~~Statements~~EARTH ENERGY, INC.

~~GLOBAL~~(A ~~EARTH~~DEVELOPMENT ~~ENERGY,~~STAGE ~~INC.~~COMPANY)

(AWilmington, ~~DEVELOPMENT~~North ~~STAGE COMPANY)~~Carolina

~~Wilmington,~~FINANCIAL ~~North~~REPORTS ~~Carolina~~AT November 30, 2013

~~FINANCIAL REPORTS AT MAY 31, 2013~~3

GLOBAL EARTH ENERGY, INC. (A ~~DEVELOPMENT~~Development ~~STAGE~~Stage ~~COMPANY~~Company) Wilmington, North Carolina ~~TABLE~~CONSOLIDATED OFBALANCE CONTENTS Consolidated Balance Sheets at May 31, 2013 (Unaudited) and August 31, 2012 4 Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended May 31, 2013 and 2012 and for the Period from the Date the Company Re-entered the Development Stage (March 1, 2010) Through May 31, 2013 5 Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended May 31, 2013 and 2012 and for the Period from the Date the Company Re-entered the Development Stage (March 1, 2010) Through May 31, 2013 6 Notes to Consolidated Financial Statements 8 - 31SHEETS

-3-



	Unaudited
	November 30,	August 31,
	2013	2013
ASSETS
Current Assets	$ ––	$ ––
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Notes Payable	$ 5,570	$ 34,500
Convertible Note Payable – Related Party	––	3,090
Convertible Notes Payable, Net of discounts of $-0- and $6,588	125,261	258,162
Accrued Expenses	882,303	871,002
Due to Joint Venture	101,250	101,250
Derivative Liabilities	536,325	925,112
Accrued Interest ($1,066,383 and $975,940 owed to related parties)	1,066,383	976,177
Accrued Compensation – Directors	4,194,427	4,035,302
Due to Directors	19,649	19,649
Total Liabilities	6,931,168	7,224,244
Stockholders' Deficit
Common Stock : $.00001 Par; 2,000,000,000 Shares Authorized;
1,805,784,754 and 1,036,003,087 Issued and 1,805,784,734 and 1,036,003,067 Outstanding, respectively	18,058	10,360

Stock Held in Escrow: 288,823,754 and 152,533,332 Held in Escrow, Respectively	(359,089)	(105,259)

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

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

Preferred Stock, Class B: $.001 Par; 5,000,000 Shares 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	41,125,699	39,361,624
Accumulated Deficit	(7,419,591)	(7,419,591)
Accumulated Deficit Since Re-Entering the Development Stage	(40,296,245)	(39,071,378)
Treasury Stock – 20 Shares at Cost	(3,000)	(3,000)

Total Stockholders' Deficit	(6,931,168)	(5,058,504)

Total Liabilities and Stockholders' Deficit	$ ––	$ ––

~~GLOBAL~~The ~~EARTH~~accompanying ~~ENERGY,~~notes ~~INC.~~are (Aan ~~Development~~integral ~~Stage~~part ~~Company)~~of ~~Wilmington,~~these ~~North~~financial ~~Carolina~~statements.

CONSOLIDATED BALANCE SHEETS
	(Unaudited)
	May 31,	August 31,
	2013	2012
ASSETS
Current Assets
Cash and Cash Equivalents	$ ––	$ ––
Total Assets	$ ––	$ ––
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank Overdraft	$ 27	$ 6
Note Payable – Related Party	6,818	303,250
Notes Payable	32,000	30,000
Convertible Note Payable – Related Party	252,250	––
Convertible Notes Payable, Net of discounts of $17,367 and $18,333	13,633	14,767
Accrued Expenses	853,872	456,361
Due to Joint Venture	101,250	101,250
Derivative Liabilities	––	55,913
Accrued Interest ($888,979 and $663,937 owed to related parties)	889,662	665,363
Accrued Compensation – Directors	3,876,177	3,431,594
Due to Directors	19,649	––
Total Liabilities	6,045,338	5,058,504
Stockholders' Deficit
Common Stock : $0.001 Par; 844,828,987 Shares Authorized;
719,303,268 and 120,829,653 Issued and 719,303,068 and 120,829,633 Outstanding, respectively	719,303	120,830
Stock Payable	7,000	––
Stock Held in Escrow: 339,499,999 and 48,712,800 Held in Escrow, Respectively	(3,189,710)	(6,021,420)
Common Stock, Class B: $0.001 Par; 5,171,013 and 50,000,000 Shares Authorized; -0- Issued and Outstanding, respectively	––	––
Preferred Stock, Class A: $0.001 Par; 10,000 Shares Authorized; -0- Issued and Outstanding	––	––
Preferred Stock, Class B: $0.001 Par; 5,000,000 Shares Authorized;
3,000,000 Issued and Outstanding,	3,000	3,000
Preferred Stock, Class C: $0.001 Par; 15,000,000 Shares
Authorized; -0- Issued and Outstanding	––	––
Preferred Stock, Class D: $0.001 Par; 13,000,000 Shares
Authorized; -0- Issued and Outstanding	––	––
Additional Paid-In-Capital	41,538,990	43,382,782
Accumulated Deficit	(7,419,591)	(7,419,591)
Accumulated Deficit Since Re-Entering the Development Stage	(37,701,330)	(35,121,105)
Treasury Stock – 20 Shares at Cost	(3,000)	(3,000)
Total Stockholders' Deficit	(6,045,338)	(5,058,504)
Total Liabilities and Stockholders' Deficit	$ ––	$ ––

~~The~~GLOBAL ~~accompanying~~EARTH ~~notes~~ENERGY, ~~are~~INC. an(A ~~integral~~Development ~~part~~Stage ofCompany) ~~these~~Wilmington, ~~financial~~North ~~statements.~~Carolina

-UNAUDITED 4CONSOLIDATED -STATEMENTS OF OPERATIONS

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



			Period From Date of re-entering the Development State March 1, 2010 Through November 30, 2013
For the Three Months Ended November 30,	2013	2012
Revenues, Net	$ ––	$ ––	$ ––
Cost of Goods Sold	—	—	—
Gross Profit	—	—	—
Expenses
Compensation Expense	––	200,000	27,409,187
Consulting Fees	593,850	147,500	4,809,681
General and Administrative	128,326	119,224	2,168,086
Impairment Loss	––	––	1,294,594
Interest Expense	98,088	97,979	1,299,115
Loss on Conversion	––	––	180,000
Loss on Debt Modifications	25,281	––	1,029,664
(Gain) Loss on Derivative	379,322	82,181	2,089,414
Total Expenses	1,224,867	646,884	40,279,741
Loss from Operations Before Provision for Taxes Provision for Taxes	(1,224,867) __	(646,884) __	(40,279,741) __
Loss from Continuing Operations	(1,224,867)	(646,884)	(40,279,741)
Discontinued Operations Loss from Discontinued Operations	__	__	(16,504)
Net Loss for the Period	$ (1,224,867)	$ (646,884)	$ (40,296,245)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted	1,372,082,556	232,580,659
Net Loss Per Common Share -
Basic and Diluted	$ (0.00)	$ (0.00)

~~UNAUDITED~~The ~~CONSOLIDATED~~accompanying ~~STATEMENTS~~notes OFare ~~OPERATIONS~~an integral part of these financial statements.

					Period From
					Date of re-entering the Development Stage
	Three Months Ended		Nine Months Ended		March 1, 2010
	May 31,	May 31,	May 31,	May 31,	Through
	2013	2012	2013	2012	May 31, 2013
Revenues, Net	$ ––	$ ––	$ ––	$ ––	$ ––
Cost of Goods Sold	—	—	—	—	—
Gross Profit	—	—	—	—	—
Expenses/(Gains)
Compensation Expense	––	––	200,000	––	27,409,187
Consulting Fees	147,500	147,500	442,500	577,745	4,055,831
General and Administrative	146,677	75,634	619,706	183,957	1,940,491
Impairment Loss	––	––	––	––	1,273,191
Interest Expense	111,356	75,880	326,088	238,834	1,102,993
Loss on Conversion	––	––	––	––	180,000
(Gain) Loss on Derivative	––	7,809	82,181	(131,389)	813,383
Loss on Debt Modification	––	––	909,750	––	909,750
Total Expenses/(Gains)	405,533	306,823	2,580,225	869,147	37,684,826
Loss from Operations Before
Provision for Taxes	(405,533)	(306,823)	(2,580,225)	(869,147)	(37,684,826)
Provision for Taxes	—	—	—	—	—
Loss from Operations	(405,533)	(306,823)	(2,580,225)	(869,147)	(37,684,826)
Discontinued Operations
Loss from Discontinued Operations		—		—	(16,504)
Net Loss for the Period	$ (405,533)	$ (306,823)	$(2,580,225)	$ (869,147)	$ (37,701,330)
Weighted Average Number of
Common Shares Outstanding -
Basic and Diluted	542,940,467	484,532	410,997,412	482,471
Net Loss Per Common Share -
Basic and Diluted	$ (0.00)	$ (0.63)	$ (0.01)	$ (1.80)

~~The~~GLOBAL ~~accompanying~~EARTH ~~notes~~ENERGY, ~~are an integral part of these financial statements~~INC.

-(A 5Development -Stage Company)

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

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

				Period From
				Period From Date of re-entering the Development Stage March 1, 2010 Through November 30, 2013
				Date of re-entering the Development Stage
For the Three Months Ended November 30,	2013		2012
	For the Nine Months Ended			March 1, 2010
Cash Flows Used In Operating Activities
	May 31,	May 31,		Through
Net Loss for the Period	$(1,224,867)		$ (646,884)	$ (40,296,245)
	2013	2012		May 31, 2013
Non-Cash Adjustments: Bad Debt	__		__	66,750
Cash Flows from Operating Activities
Discontinued Operations	––		––	16,504
Net Loss for the Period	$(2,580,225)	$ (869,147)		$ (37,701,330)
Imputed Interest on Related Party Note Payable	794		6,733	53,106
Non-Cash Adjustments:
Preferred Stock Issued in Exchange for Services Rendered	––		––	600,000
Bad Debt	––	––		66,750
Common Stock Issued in Exchange for Services Rendered	408,750		200,000	25,384,807
Discontinued Operations	––	––		16,504
Common Stock Issued in Exchange for Compensation to Officer	143,000		––	343,000
Imputed Interest on Related Party Note Payable	18,621	17,693		52,314
Compensation Expense – Stock Option Awards	––		––	4,190,644
Preferred Stock Issued in Exchange for Services Rendered	––	––		600,000
Impairment Loss	––		––	1,294,543
Common Stock Issued in Exchange for Services Rendered	205,400	130,000		25,065,327
Amortization of Debt Discount	6,588		13,333	223,499
Compensation Expense – Stock Option Awards	107,863	––		4,190,643
Loss on Conversion of Accrued Expenses for Stock Payable	––		––	180,000
Impairment Loss	––	––		1,273,139
Loss on Debt Modification	25,281		––	1,029,664
Amortization of Debt Discount	64,466	20,703		206,134
(Gain) Loss on Derivative	379,322		82,181	2,089,414
Loss on Conversion of Accrued Expenses for Stock Payable	––	––		180,000
Changes in Assets and Liabilities: Prepaid Expenses Other Assets Accrued Expenses Accrued Interest Accrued Interest – Related Parties	-- -- 11,301 263 90,443		-- -- 100,488 62,714 --	110,875 (5,000) 791,225 353,957 402,445
Loss on Debt Modification	909,750	––		909,750
Accrued Compensation – Directors	159,125		143,926	2,552,446
(Gain) Loss on Derivative	82,181	(131,389)		813,383
Net Cash Flows Used In Operating Activities	––		(37,509)	(618,366)
Changes in Assets and Liabilities:
Prepaid Expenses	––	––		110,875
Other Assets	––	––		(5,000)
Accrued Expenses	427,574	99,192		791,792
Accrued Interest	2,757	675		88,945
Accrued Interest – Related Parties	242,635	187,672		504,460
Accrued Compensation – Directors	444,583	463,405		2,234,196
Net Cash Flows from Operating Activities	(74,395)	(81,196)		(602,118)
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	21	––		27
Cash Proceeds from Convertible Debt	63,500	––		223,500
Cash Proceeds from Issuance of Debt	2,000	15,000		32,000
Cash Proceeds from Sale of Stock	––	––		72,658
Cash Proceeds from Issuance of Related Party Debt	6,818	56,750		317,191
Repayment of Related Party Debt	––	––		(20,673)
Advances from (Repayment to) Directors – Net	2,056	(115)		(4,125)
Net Cash Flows from Financing Activities	74,395	71,635		620,578

~~The accompanying notes are an integral part of these financial statements.~~6

-GLOBAL 6-EARTH ENERGY, INC.

Net Change in Cash and Cash Equivalents	––	(9,561)	(290)
Cash and Cash Equivalents - Beginning of Period	––	9,574	290
Cash and Cash Equivalents - End of Period	$ ––	$ 13	$ ––
Supplemental Disclosures
Interest Paid	$ 5,199	$ 12,090	$ 187,958
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 Convertible Related Party Debt	$ 51,000	$ —	$ 401,435
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	$ 39,400	$ —	$ 175,800
Stock Payable Reclassed to Derivative Due to Tainted Equity	$ —	$ 45,700	$ 550,700
Discounts on Debt due to Derivative Liability	$ 32,500	$ —	$ 192,500
Shares Cancelled by Shareholder	$ 426		$ 426
Discounts on Debt due to Beneficial Conversion Features	$ 31,000	$ —	$ 18,500
Common Stock Issued to Escrow	$2,288,261	$ —	$ 9,530,079
Conversion of Preferred Stock	$ —	$ —	$ 6,000
Derivative Liability Settled	$ 70,594	$ 36,098	$ 1,556,583
Common Stock Issued from Escrow for Conversion of
Convertible Note Payable	$ 69,100	$ 20,500	$ 199,680

(A Development Stage Company)

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

-7UNAUDITED -CONSOLIDATED STATEMENTS OF CASH FLOWS

GLOBAL EARTH ENERGY, INC.


For the Three Months Ended November 30, Cash Flows from Investing Activities Cash Paid to Joint Venture Net Cash Flows from Investing Activities Cash Flows from Financing Activities Bank Overdraft	2013 __ __ ––	2012 __ __ 9	Period From Date of re-entering the Development Stage March 1, 2010 Through November 30, 2013 (18,750) (18,750) ––
Cash Proceeds from Convertible Debt	––	32,500	223,500
Cash Proceeds from Issuance of Debt	––	2,000	34,500
Cash Proceeds from Sale of Stock	––	––	72,658
Cash Proceeds from Issuance of Related Party Debt	––	3,000	313,373
Repayment of Related Party Debt	––	––	(20,673)
Advances from (Repayment to) Directors – Net	––	––	13,468
Net Cash Flows from Financing Activities	––	37,509	636,826
Net Change in Cash and Cash Equivalents	––	––	(290)
Cash and Cash Equivalents - Beginning of Period	––	––	290
Cash and Cash Equivalents - End of Period	$ ––	$ ––	$ ––
Supplemental Disclosures
Interest Paid	$ —	$ 15,199	$ 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 Re-classed to Derivative Due to Tainted Equity	$ —	$ —	$ 579,103
Discounts on Debt due to Derivative Liability	$ —	$ 32,500	$ 192,500
Discounts on Debt due to Beneficial Conversion Features	$ —	$ —	$ 31,000
Common Stock Issued to Escrow	$613,420	$1,680,000	$ 10,088,315
Conversion of Preferred Stock	$ —	$ —	$ 6,000
Derivative Liability Settled to Additional Paid in Capital	$768,109	$ 8,529	$ 2,324,692
Common Stock Issued for Conversion of Related Party Convertible Note Payable Common Stock Cancelled From Escrow	$ — $ 37,711	$ — $ —	$ 54,600 $ —
Common stock cancelled by shareholders	$ —	$ 426	$ 815
Common Stock Issued from Escrow for Conversion of Convertible Note Payable	$321,879	$ 337,834	$ —

(AThe ~~Development~~accompanying ~~Stage~~Notes ~~Company)~~are an integral part of these financial statements.

~~Wilmington, North Carolina~~7

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

~~NOTE~~ (A –Development ~~Basis~~Stage ~~of Presentation~~Company)

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

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

~~The~~NOTE ~~Company~~A ~~has~~– ~~changed~~Basis ~~its~~of ~~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.~~Presentation

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

The ~~consolidated~~accompanying unaudited interim financial statements ~~include~~reflect ~~the~~all ~~accounts~~adjustments of ~~Global~~a ~~Earth~~normal ~~Energy~~and recurring nature which are, ~~Inc.~~in the opinion of management, necessary to present fairly the financial position, results of operations and ~~its~~cash ~~wholly~~flows ~~owned~~of ~~subsidiary;~~the ~~Knightsbridge~~Company ~~Corp~~for the interim periods presented. The (results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the ~~“Company”)~~fiscal year taken as a whole. ~~All~~Certain ~~significant~~information ~~inter-company~~that ~~balances~~is ~~have~~not ~~been~~required ~~eliminated~~for ininterim ~~consolidation~~financial reporting purposes has been omitted.

~~Note~~The BCompany -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.

~~Summary~~Principles of ~~Significant Accounting Policies~~ Consolidation

~~All~~The ~~significant~~consolidated ~~accounting~~financial ~~policies~~statements ~~can~~include bethe ~~viewed~~accounts onof ~~the~~Global ~~Company’s~~Earth ~~annual~~Energy, ~~report~~Inc., ~~filed~~and ~~with~~its wholly-owned subsidiaries; Knightsbridge Corp. (the ~~Securities~~“Company”). All ~~and~~significant ~~Exchange~~inter-company ~~Commission~~balances have been eliminated in consolidation.

~~Note~~NOTE CB ~~- Recently~~– ~~Issued~~Summary of Significant Accounting ~~Standards~~Policies

InAll ~~February~~significant 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.~~policies ~~Those~~can ~~gains~~be ~~and~~viewed ~~losses~~on ~~are later reclassified out of accumulated other comprehensive income into net income. The amendments in~~ the ~~ASU~~Company’s doannual ~~not~~report ~~change~~filed ~~the~~with ~~current requirements for reporting net income or other comprehensive income in financial statements. All of~~ the ~~information~~Securities ~~that~~and ~~this~~Exchange ~~ASU requires already is required to be disclosed elsewhere in the financial statements under U~~Commission.~~S. GAAP. The new amendments will require an organization to:~~

-NOTE C – Recently Issued Accounting Standards

~~Present~~In ~~(either~~July on2013, the ~~face~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11: Presentation of ~~the~~an ~~statement~~Unrecognized ~~where~~Tax ~~net~~Benefit ~~income~~When isa ~~presented~~Net Operating Loss Carryforward, a Similar Tax Loss, or ina ~~the~~Tax ~~notes)~~Credit ~~the~~Carryforward ~~effects~~Exists. The new guidance requires that unrecognized tax benefits be presented on a net basis with the ~~line~~deferred ~~items~~tax ofassets ~~net~~for ~~income~~such ofcarryforwards. This ~~significant~~new ~~amounts~~guidance ~~reclassified~~is ~~out~~effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of ~~accumulated~~the ~~other~~new ~~comprehensive~~provisions ~~income~~to have a material impact on our financial condition or results of operations.

In February 2013, the FASB issued ASU No. 2013-02, ~~but~~Comprehensive ~~only~~Income if(Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the ~~item~~transparency ~~reclassified~~of isreporting ~~required~~these ~~under~~reclassifications. UOther comprehensive income includes gains and losses that are initially excluded from net income for an accounting period.S. ~~GAAP~~Those togains beand losses are later reclassified toout of accumulated other comprehensive income into net income. The amendments in ~~its~~the ~~entirety~~ASU indo not change the ~~same~~current requirements for reporting ~~period;~~net ~~and~~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:

- continued - –

- 8 -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Note~~NOTE C - – Recently Issued Accounting Standards -– continued

- 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.

~~Cross~~-~~reference~~ toBut ~~other~~only ~~disclosures~~if ~~currently~~the ~~required~~item ~~under~~reclassified ~~U.S.~~is ~~GAAP for other reclassification items (that are not~~ required under U.S. GAAP) to be reclassified ~~directly~~ to net income in ~~their~~its entirety in the same reporting period.; ~~This would be the case when a portion of the amount reclassified out of~~ and

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

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

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

In 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.

~~In August 2012, the FASB issued ASU 2012~~-~~03,~~ ~~“Technical~~continued ~~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.

~~- continued -~~9

-GLOBAL 9-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 TOC ~~CONSOLIDATED~~– ~~FINANCIAL~~Recently ~~STATEMENTS~~Issued Accounting Standards – continued

~~Note~~In CAugust 2012, the FASB issued ASU 2012- ~~Recently~~03, ~~Issued~~“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 ~~continued~~(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.

InNOTE ~~July~~D ~~2012, the FASB issued ASU 2012-02, “Intangibles~~ – ~~Goodwill~~Going and Other (Topic 350): Testing 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): 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.Concern

InThe ~~December~~Company’s ~~2011,~~consolidated ~~the~~financial ~~FASB~~statements ~~issued~~have ~~ASU~~been ~~2011-12,~~presented ~~“Deferral~~on of the ~~Effective~~basis ~~Date~~that ~~for~~it ~~Amendments~~is toa ~~the~~going ~~Presentation~~concern, ofwhich ~~Reclassifications~~contemplates ofthe ~~Items~~realization ~~out~~ of ~~Accumulated~~assets ~~Other~~and ~~Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers~~ the ~~requirement~~satisfaction toof ~~present~~liabilities ~~items that are reclassified from accumulated other comprehensive income to net income~~ in ~~both~~ the ~~statement~~normal course of ~~income~~business. ~~where~~The ~~net~~Company ~~income~~has isreported ~~presented~~recurring ~~and~~losses ~~the~~from ~~statement~~operations. As ~~where~~a ~~other~~result, ~~comprehensive~~there ~~income~~ is ~~presented.~~an ~~The~~accumulated ~~adoption~~deficit of ~~ASU~~$47,715,836 ~~2011-12~~at isNovember ~~not~~30, ~~expected to have a material impact on our financial position or results of operations~~2013.

InThe ~~December~~Company’s ~~2011,~~continued ~~the~~existence ~~FASB~~is ~~issued~~dependent ~~ASU~~upon 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~~ability ~~statements~~ to ~~understand~~raise ~~the~~capital ~~effect~~or ofacquire ~~those~~a ~~arrangements~~marketable ~~on its financial position~~company. The ~~objective~~consolidated ~~of this disclosure is to facilitate comparison between those entities that prepare their~~ financial statements ondo ~~the~~not ~~basis~~include ofany ~~U.S.~~adjustments ~~GAAP and those entities~~ that ~~prepare~~might ~~their~~be ~~financial~~necessary ~~statements~~should 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. The~~ Company isbe ~~currently~~unable ~~evaluating~~to ~~the~~continue ~~impact,~~as ifa ~~any,~~going ~~that the adoption of this pronouncement may have on its results of operations or financial position~~concern.

~~Note~~NOTE DE ~~- Going~~– ~~Concern~~Share Activity

~~The~~ Stock Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations. As a result, there is an accumulated deficit of $45,120,921 at May 31, 2013.Awards

~~The~~On October 18, 2008, Ed Gorman (member of the Board of Directors) was granted as compensation for services options to buy 40,000 shares of the Company’s ~~continued~~preferred ~~existence~~stock isat ~~dependent~~the ~~upon~~last ~~its~~quoted ~~ability~~common tostock ~~raise~~offering ~~capital~~price oras ~~acquire~~of athat ~~marketable company~~day. ~~The~~ ~~consolidated~~A ~~financial~~total ~~statements~~of do40,000 ~~not~~options ~~include~~were ~~any~~granted ~~adjustments~~at ~~that~~a ~~might~~price beof ~~necessary~~$105. The ~~should~~options ~~the~~were ~~Company~~issued bein ~~unable~~error tobut ~~continue~~were subsequently issued as apreferred ~~going~~Class ~~concern~~A shares (see below).

~~Note~~On ENovember ~~- Share~~8, ~~Activity~~2009, the Company’s attorney was granted as compensation for services options to buy 667 shares of the Company’s common stock at the last quoted common stock offering price as of that day. A total of 667 options were granted at a price of $40.50.

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

On ~~October~~May 1826, ~~2008,~~2010 ~~Ed Gorman (member of~~ the ~~Board~~Company’s ofChief ~~Directors)~~Financial Officer was granted as compensation for services options to buy 40,000 shares of the Company’s preferred Class A stock at the last quoted common stock offering price as of that day times 200. A total of 40,000 options were granted at a price of $~~105~~15. ~~These options were issued in error but were subsequently issued as preferred class A shares (see below)~~20.

- continued -

-10-

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Stock Awards

On ~~November~~July 826, ~~2009~~2010, the Company’s ~~attorney~~President was granted as compensation for services options to buy ~~667~~325,000 shares of the Company’s ~~common~~preferred class A stock at the last quoted common stock offering price as of that day times 200. A total of ~~667~~325,000 options were granted at a price of $408.5060.

On ~~May~~August 262, 2010, the ~~Board~~Company’s ofattorney ~~Directors~~was ~~were each~~ granted as compensation for services ~~options~~warrants to buy ~~667~~1,333 shares of the Company’s common stock at ~~the~~$52.50. On ~~last~~April ~~quoted~~5, ~~common~~2011 ~~stock~~these ~~offering~~shares ~~price~~were ascancelled ofand ~~that~~1,333 ~~day.~~shares Awere ~~total~~issued for relief of 4$11,000 ~~options~~of ~~were~~accrued ~~granted~~amounts atowed. The agrant ~~price~~date fair value of ~~$114~~the shares was equal to the liability relieved.

On ~~May~~August 2611, ~~2010~~2011 the ~~Company’s~~four ~~Chief~~board ~~Financial~~members ~~Officer~~were ~~was~~ granted as compensation for services options to buy ~~40,000~~common ~~shares of the Company’s preferred class A~~ stock at the last quoted common stock offering price as of that day ~~times 200~~. A total of 4022,000 options were granted at a price of $154.20. These options vested immediately and have a ten year contractual term.

On ~~July~~December 2627, ~~2010~~2012, the Company’s ~~President~~attorney was granted as compensation for services options to buy ~~325~~20,000,000 shares of the Company’s ~~preferred~~common ~~class A~~ stock at the last quoted common stock offering price as of that day ~~times 200~~. A total of ~~325~~20,000,000 options were granted at aan exercise price of $80.60001. 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.

OnThe ~~August~~following 2,table ~~2010,~~provides the ~~Company’s~~range ~~attorney~~of ~~was~~assumptions ~~granted~~used asby ~~compensation~~the ~~for services warrants to buy 1~~Company,~~333~~ ~~shares~~at of the ~~Company’s~~time ~~common~~ stock atoptions ~~$52.50. On April 5, 2011 these shares~~ were ~~cancelled and 1,333 shares were~~ issued ~~for relief of $11,000 of accrued amounts owed~~. ~~The grant date fair value of the shares was equal to the liability relieved.~~

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

On December 27, 2012, the Company’s attorney was granted as compensation for services options to buy 20,000,000 shares of the Company’s common stock at the last quoted common stock offering price as of that day. A total of 20,000,000 options were granted at an exercise price of $0.001. These options vested immediately, have a five year contractual life and were expensed utilizing the Black Scholes method in the amount of $107,862. 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. 11

Common Stock	Shares Under Option	Weighted Average Exercise Price	Exercisable
2012
Balance - September 1, 2011	28,000	$40.50 - $114	28,000
Options Granted	––	––	––
Options Exercised	––	––	––
Options Forfeited	––	––	––
Balance – May 31, 2012	28,000		28,000
2013
Balance - September 1, 2012	28,000	$40.50 - $114	28,000
Options Granted	20,000,000	$0.001	20,000,000
Options Exercised	––	––	––
Options Forfeited	––	––	––
Balance – May 31, 2013	20,028,000		20,028,000

GLOBAL EARTH ENERGY, INC.

-(A ~~continued~~Development -Stage Company)

-Wilmington, 11North -Carolina

~~GLOBAL~~NOTES ~~EARTH~~TO ~~ENERGY,~~CONSOLIDATED ~~INC.~~FINANCIAL STATEMENTS

(ANOTE ~~Development~~E ~~Stage~~– ~~Company)~~Share Activity - continued

~~Wilmington,~~ Stock ~~North Carolina~~Awards

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Common Stock	Shares Under Option	Weighted Average Exercise Price	Exercisable

2012
Balance - September 1, 2012	28,000	$40.50 - $114	28,000
Options Granted	––	––	––
Options Exercised	––	––	––
Options Forfeited	––	––	––
Balance - November 30, 2012	28,000		28,000


2013
Balance - September 1, 2013	20,028,000	$0.001, & $40.50 - $114	20,028,000
Options Granted	––	––	––
Options Exercised	––	––	––
Options Forfeited	––	––	––
Balance – November 30, 2013	20,028,000		20,028,000

Note E - Share Activity – continued


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

2013
Balance - September 1, 2013	365,000	$8.60 - $15.20	365,000
Options Granted	––	––	––
Options Exercised	––	––	––
Options Forfeited	––	––	––
Balance – November 30, 2013	365,000		365,000

~~Stock~~- ~~Awards~~continued -

Stock Options - Preferred Stock	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 – May 31, 2013	365,000		365,000

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

~~On March 2, 2010, a stockholder that is closely related to Betty-Ann and Sydney Harland~~ (~~Chairman,~~A ~~and~~Development ~~President,~~Stage ~~CEO and Director, respectively~~Company) ~~converted 1,000,000 Preferred Class C shares to 667 common shares.~~

~~On April 30~~Wilmington, ~~2010,~~North 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.Carolina

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

OnNOTE ~~June~~E ~~22,~~– ~~2010~~Share ~~the~~Activity - 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.continued

On Common ~~August 31, 2010, the Company resolved to adopt the Non-Employee Consultants Retainer~~ Stock Plan for the Year 2010. The purpose of the Plan is to enable the Company, to promote the interests of the Company and its stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 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 ~~continued~~March 2, 2010, a stockholder that is closely related to Betty-Ann and Sydney Harland (Chairman, and President, CEO and Director, respectively) converted 1,000,000 Preferred Class C shares to 667 common shares.

-On 12April -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.

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

(AOn ~~Development~~June ~~Stage~~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.

~~Wilmington~~On August 31, ~~North~~2010, ~~Carolina~~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.

~~NOTES~~On TOSeptember ~~CONSOLIDATED~~9, ~~FINANCIAL~~2010 ~~STATEMENTS~~Robert Levitt converted 30,000 Preferred Class A shares to 4,000 common shares.

~~Note~~In ESeptember ~~- Share~~of ~~Activity~~2010 –Norman ~~continued~~Reynolds was issued 1,333 shares common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $54,000 based on the value of the shares on the date of grant.

~~Common~~- ~~Stock~~continued -

~~On September 9, 2010 Robert Levitt converted 30,000 Preferred Class A shares to 6,000,000 common shares.~~13

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

On(A ~~September~~Development ~~27,~~Stage ~~2010 Arthur Kelly and Gloria Leung were granted 1,333 and 667 shares of common stock, respectively for rewriting and updating the~~ Company~~’s business plan. These shares were valued at $78,000 based on the closing price on the date of the grant.~~)

~~On September 27~~Wilmington, ~~2010~~North 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. Carolina

OnNOTES ~~October~~TO 1,CONSOLIDATED ~~2010~~FINANCIAL the Company entered into an agreement with Geoffrey Eiten (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in various industrial relations and marketing services. The term of the contract is for three months expiring on January 1, 2011. In consideration for his services, the Contractor was granted 2,000 common shares on September 27, 2010. These shares were valued at $49,500 based on the fair value of the shares on the grant date.STATEMENTS

OnNOTE ~~October~~E 5,– ~~2010,~~Share ~~16,927~~Activity - shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock Held in Escrow account at a value of $253,907 based on the grant date fair value of the shares. continued

~~During~~Common 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.Stock

On ~~October~~September 1227, 2010 ~~Robert~~Arthur ~~Levitt~~Kelly ~~was~~and ~~granted~~Gloria ~~6,000~~Leung ~~shares~~were ofgranted ~~common~~1,333 ~~stock~~and in667 ~~partial~~shares ~~satisfaction~~ of ~~the~~common ~~120~~stock,~~000~~ ~~shares~~respectively ~~owed to him~~ for ~~prior~~rewriting ~~consulting~~and ~~services.~~updating ~~The~~the ~~value~~Company’s ofbusiness ~~the~~plan. These shares ~~issued~~were ~~was~~valued at $7378,~~800.~~000 ~~The~~based ~~related~~on ~~portion of~~ the ~~derivative~~closing ~~liability~~price ~~was~~on ~~marked~~the todate ~~this~~of ~~value~~the ~~and relieved to APIC upon issuance~~grant.

On ~~November~~September 827, 2010, ~~the~~Carolyn ~~Company~~Merrill ~~resolved~~was togranted ~~adopt~~667 ~~the~~shares ~~Non-Employee~~common ~~Consultants~~stock ~~Retainer~~from ~~Stock Plan for~~ the ~~Year 2010 No. 2. The purpose of this Plan is to enable the~~ Company, toas ~~promote~~compensation ~~the~~as ~~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~~accountant. ~~33,333~~These shares ofwere ~~common~~valued ~~stock~~at ~~are~~$16,500 ~~registered~~based toon ~~this~~the ~~plan~~closing atprice anon ~~offering~~the ~~price~~date of ~~$.0029. The~~the ~~Plan shall expire on November 8, 2020~~grant.

-On ~~continued~~October -1, 2010 the Company entered into an agreement with Geoffrey Eiten (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in various industrial relations and marketing services. The term of the contract is for three months expiring on January 1, 2011. In consideration for his services, the Contractor was granted 2,000 common shares on September 27, 2010. These shares were valued at $49,500 based on the fair value of the shares on the grant date.

-On ~~13-~~October 5, 2010, 16,927 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock Held in Escrow account at a value of $253,907 based on the grant date fair value of the shares.

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

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

~~Wilmington~~On November 8, ~~North~~2010, ~~Carolina~~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.

~~NOTES~~ - TOcontinued ~~CONSOLIDATED FINANCIAL STATEMENTS~~-

~~Note E - Share Activity – continued~~14

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

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

~~On November 23~~Wilmington, ~~2010,~~North 48,095 shares of common stock were granted to five shareholders to acquire 40% of the joint venture as determined pursuant to the joint venture agreement signed November 22, 2010 – see Note G. Strategic Alliance, George Sinnis, Glenn Sturm, Atlantic Station and Raymond F. Barbush III received 41,762; 1,333; 333; 1,333 and 3,334 shares respectively. The fair value of the shares based on the agreement date was $324,643 and was capitalized as a part of the joint venture asset.Carolina

OnNOTES ~~October~~TO ~~11,~~CONSOLIDATED ~~2010~~FINANCIAL ~~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.~~STATEMENTS

OnNOTE ~~December~~E 3,– ~~2010~~Share ~~Robert~~Activity - 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. continued

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

~~Held~~On inNovember ~~Escrow~~8, ~~account~~2010 atNorman aReynolds ~~value~~was granted 4,000 shares common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $~~772~~16,~~002~~200 based on the ~~grant date fair~~ value of the shares on the date of grant.

On ~~December~~November 2123, 2010, ~~Norman Reynolds was granted 4~~48,~~000~~095 shares of common stock inwere ~~lieu~~granted ofto ~~payment~~five byshareholders ~~the~~to ~~Company~~acquire ~~for~~40% ~~legal~~of ~~services~~the hejoint ~~provided~~venture as determined pursuant to the ~~Company’s~~joint ~~attorney~~venture agreement signed November 22, 2010 – see Note G. ~~These~~ ~~shares~~Strategic ~~were~~Alliance, ~~valued~~George atSinnis, ~~$30~~Glenn Sturm,~~000~~ ~~based~~Atlantic onStation and Raymond F. Barbush III received 41,762; 1,333; 333; 1,333 and 3,334 shares respectively. The fair value of the ~~closing~~shares ~~price~~based on the agreement date was $324,643 and was capitalized as a part of the ~~grant~~joint venture asset.

On ~~December~~October 2111, 2010 ~~Spiros~~AGS ~~Sinnis~~ was granted 26,~~400~~667 shares of common stock ~~for~~valued ~~his~~at ~~consultant~~$110,000 ~~work~~as ~~pertaining~~part toof ~~the~~their ~~Joint~~investment ~~Venture~~ agreement ~~between~~executed ~~the~~October ~~Company~~5, ~~and Reflora do Brasil~~2010. ~~These~~ The shares were ~~valued~~expensed atupon ~~$15,120~~grant ~~based~~and on the ~~closing~~agreement ~~price~~was onlater ~~the date of the grant~~dissolved.

On ~~January~~December 113, ~~2011~~2010 Robert Levitt ~~was~~received ~~granted 14~~6,667 shares of common stock in partial satisfaction of the 120,000 shares owed to him for prior consulting services. The value of the shares issued was $~~154~~179,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.

On ~~January~~December 319, ~~2011~~2010, ~~Norman Reynolds was granted 2~~51,~~000~~467 shares of common stock inwere ~~lieu~~placed ofinto ~~payment~~escrow bypursuant to the ~~Company~~convertible ~~for~~note ~~legal~~agreement ~~services~~made hewith ~~provided~~Asher asEnterprises, ~~the Company’s attorney~~Inc. These shares were ~~valued~~recorded in Stock Held in Escrow account at a value of $10772,~~500~~002 based on the ~~closing~~grant ~~price~~date onfair ~~the~~value ~~date~~ of the ~~grant~~shares.

On ~~January~~December 2621, ~~2011~~2010, ~~the~~Norman ~~Company~~Reynolds ~~entered~~was ~~into~~granted an4,000 ~~agreement~~shares ~~with~~of ~~Spiros~~common ~~Sinnis~~stock ~~(Contractor). Pursuant~~in tolieu ~~the~~of ~~agreement~~payment ~~the~~by ~~Contractor agrees to assist~~ the Company ~~in connection with strategic transactions. The term of the contract is~~ for ~~twelve~~legal ~~months~~services ~~expiring~~he onprovided ~~January~~as ~~26, 2012. In consideration for his services,~~ the ~~Contractor~~Company’s ~~was granted 4,000 common shares on January 31, 2011~~attorney. These shares were valued at $1930,~~200~~000 based on the closing price on the date of the grant. ~~The shares were expensed upon grant due to being fully vested.~~

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

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

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

~~(A Development Stage Company)~~15

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

~~NOTES~~(A TODevelopment ~~CONSOLIDATED~~Stage ~~FINANCIAL STATEMENTS~~Company)

~~Note~~Wilmington, ENorth ~~- Share Activity – continued~~Carolina

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

OnNOTE ~~January~~E ~~26,~~– ~~2011~~Share ~~the~~Activity - 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. continued

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

On ~~February~~January 1031, 2011 ~~Robert~~Norman ~~Levitt~~Reynolds ~~received~~was 10granted 2,000 shares common stock in ~~partial~~lieu ~~satisfaction~~ of ~~120,000~~payment ~~shares~~by ~~owed.~~the ~~The~~Company ~~value~~for oflegal ~~the~~services ~~shares~~he ~~issued~~provided ~~was~~as ~~$315,000.~~the ~~The~~Company’s ~~related~~attorney. These ~~portion~~shares ofwere ~~the~~valued ~~derivative~~at ~~liability~~$10,500 ~~was~~based ~~marked~~on tothe ~~this~~closing ~~value~~price ~~and~~on ~~relieved~~the todate ~~APIC~~of ~~upon~~the ~~issuance~~grant.

On ~~February~~January 2526, 2011 ~~Norman~~the ~~Reynolds~~Company ~~was~~entered ~~granted~~into ~~2,000~~an ~~shares~~agreement ~~common~~with ~~stock~~Spiros inSinnis ~~lieu~~(Contractor). ofPursuant ~~payment~~to bythe agreement the Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for ~~legal~~twelve ~~services~~months heexpiring ~~provided~~on asJanuary 26, 2012. In consideration for his services, the ~~Company’s~~Contractor ~~attorney~~was granted 4,000 common shares on January 31, 2011. These shares were valued at $3019,~~000~~200 based on the closing price on the date of the grant. The shares were expensed upon grant due to being fully vested.

On ~~February~~January 2526, 2011 ~~Carolyn~~the ~~Merrill~~Company ~~was~~entered ~~granted~~into ~~2,000~~an ~~shares~~agreement ofwith ~~common~~Andrew ~~stock~~Madenberg in(Contractor). Pursuant ~~lieu~~to ofthe ~~payment~~agreement bythe Contractor agrees to assist the Company in connection with strategic transactions. The term of the contract is for ~~compensation~~twelve asmonths expiring on January 26, 2012. In consideration for his services, the ~~Company’s~~Contractor ~~accountant~~was granted 4,000 common shares on January 26, 2011. These shares were valued at $6019,~~000~~200 based on the closing price on the date of the grant. The shares were expensed upon grant due to being fully vested.

On ~~March~~February 29, 2011 ~~Marie~~GFC ~~Fay~~2005 was granted ~~867~~5,000 shares common stock ~~for~~valued ~~services~~at ~~rendered. These~~$34,500 ~~shares~~as ~~were~~part ~~valued~~of attheir ~~$13~~joint venture agreement executed February 9,~~000~~ ~~based~~2011. onThe ~~the~~shares ~~closing~~were ~~price~~expensed on the grant date ofbased on the ~~grant~~agreement being terminated shortly thereafter.

~~For~~On ~~the~~February ~~quarter ended May 31~~10, 2011 ~~Spiros~~Robert ~~Sinnis~~Levitt ~~was~~received ~~granted 11~~10,~~333~~000 shares ~~for~~common ~~services~~stock ~~rendered~~ in ~~connection~~partial ~~with~~satisfaction ~~his~~of ~~consultant~~120,000 ~~contract~~shares owed. ~~These~~ ~~shares~~The ~~were~~value ~~valued~~of atthe shares issued was $92315,000. ~~based~~The onrelated portion of the ~~closing~~derivative ~~price~~liability onwas ~~the~~marked ~~date~~to ofthis ~~the~~value ~~grants~~and relieved to APIC upon issuance.

~~For~~On ~~the~~February ~~quarter ended May 31~~25, 2011 ~~Andrew~~Norman ~~Madenberg~~Reynolds was granted 112,~~333~~000 shares common stock in lieu of payment by the Company for legal services ~~rendered~~he inprovided ~~connection~~as ~~with~~the ~~his~~Company’s ~~consultant contract~~attorney. These shares were valued at $9230,000 based on the closing price on the date of the ~~grants~~grant.

On February 125, 2011 ~~the~~Carolyn ~~Company~~Merrill ~~entered~~was ~~into~~granted an2,000 ~~agreement~~shares ~~with~~of ~~Geoffrey~~common ~~Eiten~~stock ~~(Contractor). Pursuant~~in tolieu ~~the~~of ~~agreement~~payment ~~the~~by ~~Contractor agrees to assist~~ the Company ~~in various industrial relations and marketing services. The term of the contract is~~ for ~~six~~compensation ~~months~~as ~~expiring on August 1, 2011. In consideration for his services,~~ the ~~Contractor~~Company’s ~~was granted 1,333 common shares on February 1, 2011~~accountant. These shares were valued at $960,~~200~~000 based on the ~~value~~closing ofprice on the ~~shares~~date onof the grant ~~date~~.

On ~~May~~March 132, 2011 ~~Norman~~Marie ~~Reynolds~~Fay was granted ~~8,000~~867 shares common stock ~~in lieu of payment by the Company~~ for ~~legal~~ services ~~he provided as the Company’s attorney~~rendered. These shares were valued at $5713,~~600~~000 based on the closing price on the date of the grant.

On - ~~April~~continued ~~27, 2011, 32,475 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock~~ -

~~Held in Escrow account at a value of $219,208 based on the grant date fair value of the shares.~~16

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

-(A 15Development -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 TOStock ~~CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

On ~~August~~February 21, ~~2010,~~2011 the Company’s ~~attorney~~entered ~~was~~into ~~granted~~an asagreement ~~compensation~~with ~~for~~Geoffrey ~~services~~Eiten ~~warrants~~(Contractor). Pursuant to ~~buy~~the ~~1,333~~agreement ~~shares~~the ofContractor agrees to assist the Company’s ~~common~~in ~~stock~~various atindustrial $0relations and marketing services.~~035. On~~ ~~April~~The 5term of the contract is for six months expiring on August 1, 2011. In ~~these~~consideration ~~shares~~for ~~were~~his ~~cancelled~~services, ~~and~~the Contractor was granted 1,333 common shares ~~were~~on ~~issued~~February ~~for~~1, ~~relief~~2011. ofThese ~~$11,000~~shares ofwere ~~accrued~~valued ~~amounts~~at ~~owed. The~~$9,200 ~~grant~~based ~~date~~on ~~fair~~the value of the shares ~~was~~on ~~equal to~~ the ~~liability~~grant ~~relieved~~date.

~~For~~On ~~the quarter ended~~ May 3113, 2011 ~~Robert~~Norman ~~Levitt~~Reynolds ~~received~~was 30granted 8,000 shares common stock in ~~partial~~lieu ~~satisfaction~~ of ~~120,000~~payment ~~shares~~by ~~owed.~~the ~~The~~Company ~~value~~for oflegal ~~the~~services ~~shares~~he ~~issued~~provided ~~was~~as ~~$318,500.~~the ~~The~~Company’s ~~related~~attorney. These ~~portion~~shares ofwere ~~the~~valued ~~derivative~~at ~~liability~~$57,600 ~~was~~based ~~marked~~on tothe ~~this~~closing ~~value~~price ~~and~~on ~~relieved~~the todate ~~APIC~~of ~~upon~~the ~~issuance~~grant.

On ~~May~~April 2427, 2011, ~~the~~32,475 ~~Company~~shares ~~resolved to adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2011. The purpose~~ of ~~this~~common ~~Plan~~stock iswere toplaced ~~enable~~into ~~the~~escrow ~~Company,~~pursuant to ~~promote~~ the ~~interests~~convertible ofnote ~~the~~agreement ~~Company~~made ~~and~~with ~~its~~Asher ~~stockholders~~Enterprises, byInc. ~~attracting~~These ~~and~~shares ~~retaining~~were ~~non-employee~~recorded ~~consultants~~in ~~capable~~Stock held ofin ~~furthering~~Escrow ~~the~~account ~~future~~at ~~success~~a ofvalue ~~the Company and by aligning their economic interests more closely with those~~ of ~~the Company’s stockholders~~$219,208 bybased ~~paying~~on ~~their~~the ~~retainer~~grant ordate ~~fees~~fair invalue ~~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.~~

~~During~~On ~~June~~August ~~and~~2, ~~July~~2010, ~~2011~~the ~~Andrew~~Company’s ~~Madenberg~~attorney was granted aas ~~total~~compensation offor ~~16,667~~services ~~shares~~warrants ~~for~~to ~~services~~buy ~~rendered~~1,333 inshares ~~connection~~of ~~with~~the ~~his~~Company’s ~~consultant~~common ~~contract~~stock at $0.035. ~~These~~On April 5, 2011 these shares were ~~valued~~cancelled atand 1,333 shares were issued for relief of $9011,000 ~~based~~of onaccrued ~~the~~amounts ~~closing~~owed. The ~~price~~grant ondate ~~the~~fair ~~date~~value of the ~~grants~~shares was equal to the liability relieved.

~~During~~For ~~June~~the ~~and~~quarter ~~July~~ended May 31, 2011 ~~Spiros~~Robert ~~Sinnis~~Levitt ~~was~~received ~~granted~~30,000 ashares ~~total~~common stock in partial satisfaction of 16120,~~667~~000 shares ~~for~~owed. ~~services~~The ~~rendered~~value inof ~~connection~~the ~~with~~shares ~~his~~issued ~~consultant~~was ~~contract~~$318,500. ~~These~~ ~~shares~~The ~~were~~related ~~valued~~portion atof ~~$90,000~~the ~~based~~derivative onliability ~~the~~was ~~closing~~marked ~~price~~to onthis ~~the~~value ~~date~~and ofrelieved ~~the~~to ~~grants~~APIC upon issuance.

~~During~~On ~~June~~May ~~and July~~24, 2011, ~~Robert~~the ~~Levitt~~Company ~~received~~resolved ato ~~total~~adopt ofthe ~~20,000~~Non-Employee ~~shares~~Consultants ~~common~~Retainer ~~stock~~Stock inPlan ~~partial~~for ~~satisfaction~~the Year 2011. The purpose of ~~120~~this Plan is to enable the Company,~~000~~ ~~shares~~to ~~owed.~~promote ~~The~~the ~~value~~interests of the ~~shares~~Company ~~issued~~and ~~was~~its ~~$84~~stockholders by attracting and retaining non-employee consultants capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders,~~000.~~ ~~The~~by ~~related~~paying ~~portion~~their retainer or fees in the form of shares of the ~~derivative~~Company’s ~~liability~~common ~~was~~stock. 66,667 ~~marked~~shares of common stock are registered to this ~~value~~plan ~~and~~at ~~relieved~~an tooffering ~~APIC~~price ~~upon~~of ~~issuance~~$.004. The Plan shall expire on May 24, 2021.

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

On June 8, 2011 Carolyn Merrill was granted 1,333 shares of common stock in lieu of payment by the Company for compensation as the Company’s accountant. These shares were valued at $6,400 based on the closing price on the date of the grant.17

OnGLOBAL ~~July~~EARTH 18ENERGY, ~~2011 the Company entered into an agreement with Daniel Chase (Contractor)~~INC. Pursuant to the agreement the Contractor agrees to assist the Company in its coal, oil and gas procedures and protocols. The term of the contract is for six months expiring on January 18, 2012. In consideration for his services, the Contractor received 32,667 common shares on July 18, 2011. These shares were valued at $147,000 based on the grant date of the shares.

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

~~- continued~~Wilmington, -North Carolina

-NOTES ~~16-~~TO CONSOLIDATED FINANCIAL STATEMENTS

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

(ACommon ~~Development~~Stock ~~Stage Company)~~

~~Wilmington~~During June and July, ~~North~~2011 ~~Carolina~~Andrew Madenberg was granted a total of 16,667 shares for services rendered in connection with his consultant contract. These shares were valued at $90,000 based on the closing price on the date of the grants.

~~NOTES~~During TOJune ~~CONSOLIDATED~~and ~~FINANCIAL~~July, ~~STATEMENTS~~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.

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

On ~~September~~June 58, 2011 ~~the~~Norman ~~Company~~Reynolds ~~entered~~was ~~into~~granted an8,000 ~~agreement~~shares ~~with~~of ~~Makaha~~common ~~Media~~stock ~~Corporation~~in ~~(Contractor). Pursuant~~lieu toof ~~the~~payment ~~agreement~~by the ~~Contractor agrees to assist the~~ Company ~~in developing and implementing appropriate plans and means~~ for ~~presenting~~legal ~~the~~services ~~Company~~he ~~and~~provided ~~its~~as ~~product(s) to~~ the ~~proper industries, establishing an image for the~~ Company ~~and its product(~~’s) ~~and creating the foundation for subsequent marketing efforts~~attorney. ~~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~~49,~~000~~200 based on the ~~grant~~closing price on the date of the ~~shares~~grant.

On ~~September~~June 208, 2011 ~~the~~Carolyn ~~Company~~Merrill ~~entered~~was ~~into~~granted ~~an agreement with Strategic Alliance Consulting Group (Contractor). Pursuant to the agreement the Contractor agreed to return the 21~~1,~~762~~333 shares ~~Common Stock Class A that they were holding, for consideration~~ of ~~the~~common ~~Company~~stock ~~reauthorizing~~in ~~the~~lieu ~~same amount~~ of ~~shares~~payment ~~sometime~~by in the ~~future. The~~ Company ~~recorded~~for ~~the~~compensation ~~shares~~ as ~~treasury stock based on~~ the ~~value~~Company’s ofaccountant. These ~~the~~ shares ~~owed~~were ofvalued at $476,~~500~~400 ~~with~~based ~~the~~on ~~offsetting credit to stock payable. The treasury stock was immediately returned to~~ the ~~authorized~~closing ~~and~~price ~~unissued~~on ~~pool of shares for~~ the ~~Company.~~date ~~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~~grant. ~~The value of the shares was marked to market on the balance sheet date, see footnote I.~~

On ~~September~~July 2018, 2011, the Company ~~resolved~~entered tointo ~~adopt~~an ~~the~~agreement ~~Non-Employee~~with ~~Consultants~~Daniel ~~Retainer~~Chase ~~Stock Plan for the Year 2011, No~~(Contractor). ~~2. The~~Pursuant ~~purpose of this Plan is~~ to ~~enable~~ the ~~Company,~~agreement tothe ~~promote~~Contractor ~~the~~agrees ~~interests~~to ofassist the Company ~~and~~in its ~~stockholders~~coal, byoil ~~attracting~~ and ~~retaining~~gas ~~non-employee~~procedures ~~consultants~~and ~~capable~~protocols. ofThe ~~furthering~~term ~~the future success~~ of the ~~Company~~contract ~~and~~is byfor ~~aligning~~six ~~their~~months ~~economic~~expiring ~~interests~~on ~~more~~January ~~closely~~18, ~~with~~2012. In ~~those~~consideration offor ~~the~~his ~~Company’s stockholders~~services, bythe ~~paying~~Contractor ~~their~~received ~~retainer~~32,667 orcommon ~~fees in the form of~~ shares ofon ~~the~~July ~~Company’s~~18, ~~common stock~~2011. ~~26,667~~These shares ofwere ~~common~~valued ~~stock are registered to this plan~~ at ~~an offering price of~~ $~~2.10. The~~147,000 ~~Plan~~based ~~shall~~on ~~expire~~the ongrant ~~September~~date ~~20,~~of ~~2021~~the shares.

On ~~May~~September 2122, ~~2012~~2011, the Company ~~approved~~amended atheir 1authorized toCommon ~~1,500~~Stock ~~reverse~~Class ~~stock~~B ~~split~~to on5,171,013 ~~its~~shares ~~common~~from ~~stock~~50,000,000 shares. ~~All~~The ~~share~~44,828,987 ~~activity~~Class ~~has~~B ~~been~~shares ~~retroactively~~were ~~adjusted~~transferred ~~for~~to ~~the~~Common ~~split~~Stock Class A thereby increasing Common Stock Class A authorized to 844,828,987.

On ~~June~~September 75, ~~2012,~~2011 the Company ~~resolved~~entered tointo ~~adopt~~an ~~the~~agreement ~~Non-Employee~~with ~~Consultants~~Makaha ~~Retainer~~Media ~~Stock~~Corporation ~~Plan for the Year 2012~~(Contractor). ~~The~~Pursuant ~~purpose~~to ofthe ~~this~~agreement ~~Plan~~the isContractor agrees to ~~enable~~assist the Company, toin ~~promote~~developing ~~the~~and ~~interests~~implementing ofappropriate ~~the~~plans ~~Company~~ and ~~its~~means ~~stockholders~~for bypresenting ~~attracting~~the Company and ~~retaining~~its ~~non-employee~~product(s) ~~consultants~~to ~~capable~~the ofproper ~~furthering~~industries, ~~the~~establishing ~~future~~an ~~success~~image offor the Company and byits ~~aligning~~product(s) ~~their~~and ~~economic~~creating ~~interests~~the ~~more~~foundation ~~closely~~for ~~with~~subsequent ~~those~~marketing efforts. The term of the ~~Company’s~~contract ~~stockholders,~~is byfor ~~paying~~two ~~their~~months ~~retainer~~expiring oron ~~fees~~October in31, ~~the~~2011. In ~~form~~consideration offor ~~shares~~their ofservices, the ~~Company’s~~Contractor received 33,333 common ~~stock~~shares. ~~5,000,000~~These shares ofwere ~~common~~valued ~~stock are registered to this plan~~ at ~~an offering price of~~ $~~0.20. The~~130,000 ~~Plan~~based ~~shall~~on ~~expire~~the ongrant ~~June~~date 7,of ~~2022~~the shares.

On- ~~June~~continued 15, 2012 six board members were granted as compensation for services 10,000,000 shares each of common stock for services rendered. These shares were valued at $22,800,000 based on the closing price on the date of the grant.-

On June 15, 2012 Norman Reynolds was granted 20,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $7,600 based on the closing price on the date of the grant.18

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

-(A 17Development -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 TOStock ~~CONSOLIDATED FINANCIAL STATEMENTS~~

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

On ~~June~~September 2120, ~~2012~~2011, ~~Betty~~the ~~and~~Company ~~Sydney~~resolved ~~Harland~~to ~~were~~adopt ~~each~~the ~~granted~~Non-Employee ~~600~~Consultants Retainer Stock Plan for the Year 2011,~~000~~ ~~shares~~No. 2. The purpose of ~~common~~this ~~stock~~Plan ~~for~~is ~~services~~to ~~rendered~~enable the Company, to promote the ~~company. These~~interests ~~shares~~of ~~were~~the ~~valued~~Company atand ~~$72,000~~its ~~based~~stockholders onby attracting and retaining non-employee consultants capable of furthering the ~~closing~~future ~~price~~success onof the ~~date~~Company and by aligning their economic interests more closely with those of the ~~grant~~Company’s stockholders, by paying their retainer or fees in the form of shares of the Company’s common stock. 26,667 shares of common stock are registered to this plan at an offering price of $2.10. The Plan shall expire on September 20, 2021.

On ~~June~~May 2521, 2012 ~~Betty~~the ~~and~~Company ~~Sydney~~approved ~~Harland~~a ~~were~~1 ~~each~~to ~~granted~~ 1,500~~,000~~ ~~shares~~reverse ~~of common~~ stock ~~for~~split ~~services~~on ~~rendered~~its tocommon ~~the company~~stock. ~~These~~ ~~shares~~All ~~were~~share ~~valued~~activity athas ~~$366,000~~been ~~based~~retroactively onadjusted ~~the~~for ~~closing price on~~ the ~~date of the grant~~split.

On June 267, 2012, ~~Norman~~the ~~Reynolds~~Company ~~was~~resolved ~~granted~~to ~~150~~adopt the Non-Employee Consultants Retainer Stock Plan for the Year 2012. The purpose of this Plan is to enable the Company,~~000~~ ~~shares~~to promote the interests of ~~common~~the ~~stock~~Company inand ~~lieu~~its stockholders by attracting and retaining non-employee consultants capable of ~~payment~~furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s ~~for~~stockholders, ~~legal~~by ~~services~~paying hetheir ~~provided~~retainer asor fees in the form of shares of the Company’s ~~attorney~~common stock. ~~These~~5,000,000 shares ~~were~~of ~~valued~~common atstock ~~$18,300~~are ~~based~~registered onto ~~the~~this ~~closing~~plan ~~price~~at onan ~~the~~offering ~~date~~price of ~~the~~$0.20. The ~~grant~~Plan shall expire on June 7, 2022.

On June 2715, 2012, 48six board members were granted as compensation for services 10,~~700~~000,~~963~~000 shares each of common stock ~~were~~for ~~placed~~services ~~into~~rendered. ~~escrow~~These ~~pursuant~~shares towere ~~the~~valued ~~convertible~~at ~~note~~$22,800,000 ~~agreement~~based ~~made~~on ~~with~~the ~~Asher~~closing ~~Enterprises,~~price ~~Inc.~~on ~~These~~the ~~shares~~date ~~were~~of ~~recorded~~the ~~in Stock~~ grant.

~~Held~~On inJune ~~Escrow~~15, ~~account~~2012 atNorman aReynolds ~~value~~was granted 20,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $57,~~941,517~~600 based on the ~~grant~~closing ~~date~~price ~~fair~~on ~~value~~the date of the ~~shares~~grant.

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

On July 20, 2012 Norman Reynolds was granted 250,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $27,500 based on the closing price on the date of the grant.19

OnGLOBAL ~~August~~EARTH 6ENERGY, ~~2012 the Company entered into an agreement with Christian Hansen (Contractor)~~INC. 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.

On(A ~~August~~Development ~~21,~~Stage ~~2012 Norman Reynolds was granted 1,000,000 shares of common stock in lieu of payment by the~~ Company ~~for legal services he provided as the Company’s attorney. These shares were valued at $20,000 based on the closing price on the date of the grant.~~)

~~On September 12~~Wilmington, ~~2012~~North Norman Reynolds cancelled 423,618 shares of common stock he was given by the Company in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were deducted from common stock issued for the par value of the shares $426 with the cancellation.Carolina

OnNOTES ~~September~~TO ~~21,~~CONSOLIDATED ~~2012,~~FINANCIAL ~~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~~ STATEMENTS

~~Held~~NOTE inE ~~Escrow~~– ~~account~~Share atActivity - ~~a value of $1,680,000 based on the grant date fair value of the shares.~~continued

~~- continued~~Common -Stock

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

~~Wilmington~~On June 27, ~~North~~2012, ~~Carolina~~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.

~~NOTES~~On TOJuly ~~CONSOLIDATED~~11, ~~FINANCIAL~~2012, ~~STATEMENTS~~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.

~~Note~~On EJuly -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. ~~Share~~These ~~Activity~~shares –were ~~continued~~valued at $27,500 based on the closing price on the date of the grant.

On ~~September~~August 126, 2012 ~~Norman~~the ~~Reynolds~~Company ~~cancelled~~entered ~~2,000~~into ~~shares~~an ofagreement ~~common~~with ~~stock~~Christian heHansen ~~was~~(Contractor). ~~given~~Pursuant byto the agreement the Contractor agrees to assist the Company in ~~lieu~~developing ofand ~~payment~~implementing byappropriate plans and means for presenting the Company ~~for~~and ~~legal~~its ~~services~~product(s) heto ~~provided~~the asproper industries, establishing an image for the Company’ and its product(s) ~~attorney~~and creating the foundation for subsequent marketing efforts. ~~These~~The ~~shares~~term ~~were~~of ~~deducted~~the ~~from~~contract ~~common~~is ~~stock~~for ~~issued~~six months expiring on February 6 2013. In consideration for their services, the ~~par~~Contractor ~~value~~received of3,000,000 ~~the~~common shares. These shares were valued at $290,000 ~~with~~based ~~cancellation~~on the grant date of the shares.

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

~~On December 4, 2012, 104,411,290 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock~~ 20

~~Held~~GLOBAL inEARTH ~~Escrow account at a value of $479~~ENERGY,~~500~~ ~~based on the grant date fair value of the shares~~INC.

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

~~On April 15~~Wilmington, ~~2013~~North 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.Carolina

OnNOTES ~~April~~TO ~~15,~~CONSOLIDATED ~~2013~~FINANCIAL 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.STATEMENTS

OnNOTE ~~April~~E ~~22,~~– Share ~~2013,~~Activity - ~~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~~ continued

~~Held~~Common ~~in Escrow account at a value of $128,761 based on the grant date fair value of the shares.~~Stock

On ~~May~~August 721, ~~2013~~2012 ~~Rich~~Norman ~~Kaiser~~Reynolds was granted 61,000,000 shares of common stock in lieu of payment by the Company for ~~compensation~~legal services he provided as the Company’s ~~consultant~~attorney. These shares were valued at $520,~~400~~000 based on the closing price on the date of the grant.

~~See~~On ~~debt~~September ~~footnote~~12, H2012 ~~for~~Norman Reynolds cancelled 423,618 shares of common stock he was given by the Company. These shares were deducted from common stock issued for ~~conversions~~the par value of ~~debt~~the shares $426 with the cancellation.

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

On ~~January~~September 2812, ~~2011~~2012 Norman Reynolds cancelled 2,000 shares of common stock he was given by the Company ~~amended~~in ~~their~~lieu ~~Preferred~~of ~~Stock~~payment ~~Class~~by Athe ~~authorized~~Company for legal services he provided as the Company’s attorney. These shares were deducted from ~~1,000,000~~common ~~shares~~stock toissued ~~10,000~~for the par value of the shares $2 with cancellation.

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

~~-19-~~On December 4, 2012, 104,411,290 shares of common stock were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. These shares were recorded in Stock Held in Escrow account at a value of $479,500 based on the grant date fair value of the shares.

~~GLOBAL~~On ~~EARTH~~April ~~ENERGY~~15, ~~INC~~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.

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

~~Wilmington~~On April 15, ~~North~~2013 ~~Carolina~~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.

~~NOTES~~ - TOcontinued ~~CONSOLIDATED FINANCIAL STATEMENTS~~-

~~Note E -~~ 21

~~Share~~GLOBAL ~~Activity~~EARTH –ENERGY, ~~continued~~INC.

~~Preferred~~(A ~~Stock~~Development Stage Company)

~~On February 28~~Wilmington, ~~2011~~North the Board of Directors approved the issuance of 2,000,000 Preferred Stock Class B to Betty Harland. These shares carry 500 to 1 voting rights and are not convertible into common stock. These shares also carry a liquidation preference over common shares. These shares were valued at $600,000 and were expensed upon. The shares were valued by a valuation expert on the date of grant. The key inputs in the valuation were related to assigning a value to the control associated with the preferred shares issued. No value was assigned to the liquidation preference of the securities based on the net deficit position of the Company. The valuation expert used industry studies for similar companies which estimated a premium on control equal to 10.05% of the Company’s respective market cap. The other inputs involved in calculating the market cap on the date of grant which was calculated as the shares outstanding multiplied by the shares price on the date of grant. The market cap on the date of grant was found to be approximately $5,969,380 based on this calculation.Carolina

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

~~Certain~~NOTE ~~disbursements~~E ~~of the Company have been paid by two directors of the Company therefore; a Due to Directors account has been established.~~– ~~The~~Share ~~balance at May 31, 2013 and August 31, 2012 was $19,649 and $~~Activity -~~0-,~~ ~~respectively.~~ continued

InCommon October 2004, the Company entered into a consulting agreement with its Chairman, Betty-Ann Harland for a five year term, with annual compensation of $220,000 and auto allowance of $12,000. The accrued consulting fees are accruing interest at 8.75% annually. On March 24, 2011, the Company extended Ms Harland’s consulting agreement effective October 1, 2009 through October 1, 2011. On December 5, 2011, Mrs. Harland’s contract was extended through October 1, 2015. At May 31, 2013 and August 31, 2012 accrued compensation due to Mrs. Harland was $1,186,874 and $1,021,389, respectively. At May 31, 2013 and August 31, 2012 accrued interest on accrued compensation was $215,122 and $150,123 respectively.Stock

On ~~February~~April 2815, ~~2011~~2013 ~~Betty~~Rich ~~Harland~~Kaiser was ~~issued~~granted 26,000,000 ~~Preferred~~shares ~~Stock~~of ~~Class~~common Bstock ~~(See~~in ~~Note~~lieu Eof –payment ~~Preferred~~by ~~Stock)~~the Company for compensation as the Company’s consultant. These shares were valued at $5,400 based on the closing price on the date of the grant.

On ~~August~~April 2522, ~~2007~~2013, ~~the Company entered into a consulting agreement with its CEO~~183, ~~Sydney Harland for a five year term~~944,906 ~~with~~shares ~~annual compensation~~ of ~~$220,000,~~common ~~health~~stock ~~benefits~~were ofplaced ~~$15,000~~into ~~and~~escrow ~~$12,000~~pursuant ~~auto allowance. The agreement agrees~~ to ~~pay~~the ~~all~~convertible ~~accrued~~note ~~compensation~~agreement ~~from~~made ~~April~~with ~~2006~~Asher ~~and~~Enterprises, ~~is accruing interest at 8~~Inc.~~75%~~ ~~annually. At~~These ~~May~~shares ~~31,~~were ~~2013~~recorded ~~and~~in ~~August~~Stock ~~31,~~Held ~~2012~~in ~~accrued~~Escrow ~~compensation~~account ~~due~~at toa ~~Mr.~~value ~~Harland~~of ~~was~~ $1128,~~560,759~~761 ~~and~~based ~~$1,399,786, respectively. At May 31, 2013 and August 31, 2012 accrued interest~~ on ~~accrued~~the ~~compensation~~grant ~~was~~date ~~$360,083~~fair ~~and~~value ~~$270,223, respectively. As~~ of the ~~date of this report, Mr~~shares. ~~Harland and the Company are negotiating renewal of his contract.~~

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

-During 20the -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.

~~GLOBAL~~During ~~EARTH~~the ~~ENERGY~~three months ended August 31, ~~INC~~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.

(ADuring ~~Development~~the ~~Stage~~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.

~~Wilmington~~During June, ~~North~~2013, ~~Carolina~~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.

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

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

On- ~~August~~continued 25, 2007, the Company entered into a consulting agreement with its CFO, Edmund Gorman for a two year term, with annual compensation of $150,000, health benefits of $7,500. The agreement agrees to pay all accrued compensation from April 2006 and is accruing interest at 8.75% annually. -

On March 24, 2011, the Company extended Mr. Gorman’s consulting agreement effective August 25, 2009 through August 25, 2011. On December 5, 2011, Mr Gorman’s contract was extended through August 27, 2015. At May 31, 2013 and August 31, 2012 accrued compensation due to Mr. Gorman was $1,128,544 and $1,010,419, respectively. At May 31, 2013 and August 31, 2012 accrued interest on accrued compensation was $313,774 and $243,590, respectively. 22

OnGLOBAL ~~September~~EARTH 9ENERGY, ~~2010 Robert Levitt converted 30,000 Preferred Class A shares to 4,000 common shares~~INC.

~~During~~(A ~~the~~Development ~~fiscal~~Stage 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 October 12~~Wilmington, ~~2010~~North Robert Levitt was granted 6,000 shares of common stock in partial satisfaction of the 180,000,000 shares owed to him for prior consulting services. The value of the shares issued was $73,800. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance. Carolina

~~For~~NOTES ~~the~~TO ~~quarter~~CONSOLIDATED ~~ended~~FINANCIAL February 28, 2011 Robert Levitt received 31,333 shares common stock in partial satisfaction of the 120,000 shares owed to him for prior consulting services. The value of the shares issued was $648,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance. STATEMENTS

~~For~~NOTE ~~the~~E ~~quarter~~– Share ~~ended~~Activity - 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.continued

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

On ~~June~~August 1521, ~~2012 Betty Harland~~2013, ~~Sydney~~Spiros ~~Harland~~Sinnis ~~and~~was ~~Edmund Gorman as board members were~~ granted ~~as compensation for services 10~~25,000,000 shares ~~each~~ of common stock in lieu of payment by the Company for ~~services~~compensation ~~rendered~~as the Company’s consultant. These shares were valued at $112,~~400,000~~500 based on the closing price on the date of the grant.

On ~~June~~August 21, ~~2012~~2013, ~~Betty~~Michael ~~and Sydney~~ Harland ~~were~~was ~~each~~ granted ~~600~~25,000,000 shares of common stock ~~for~~in ~~services~~lieu ~~rendered~~of topayment by the ~~company~~Company for compensation as the Company’s consultant. These shares were valued at $722,~~000~~500 based on the closing price on the date of the grant.

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

~~-21-~~On November 8, 2013, Robert Dixon was granted 2,000,000 shares of common stock in lieu of payment by the Company for compensation as the Company’s consultant. These shares were valued at $5,000 based on the closing price on the date of the grant.

~~GLOBAL~~On ~~EARTH~~November ~~ENERGY~~11, ~~INC~~2013, Adam Tracy was granted 2,500,000 shares of common stock in lieu of payment by the Company for legal services he provided as the Company’s attorney. These shares were valued at $4,750 based on the closing price on the date of the grant.

(AOn ~~Development~~November ~~Stage~~11, 2013, 56,033,333 shares common stock that were placed into escrow pursuant to the convertible note agreement made with Asher Enterprises, Inc. were cancelled due to Asher’s final debt being paid. The shares were cancelled at the value of $37,711 which was the same value used upon issuance into escrow, with no impact to the equity of the Company).

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

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

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

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

On July 11, 2012, Robert Levitt was issued the final 32,667 common shares related to the original agreement he had with the Company to repay his loan. Mr. Levitt was also issued on July 11, 2012, 2,967,333 common shares in lieu of payment for services he rendered to the Company. These shares were valued at $326,406 based on the closing price on the date of the grant.23

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

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

~~For the quarter ended February 28~~Wilmington, ~~2013~~North Robert Levitt received 29,000,000 shares common stock in partial satisfaction of 303,250,000 shares owed. The value of the shares issued was $29,000. The conversion was in accordance with the modified note agreement therefore no gain or loss was recorded with the conversion.Carolina

~~For~~NOTES ~~the~~TO ~~quarter~~CONSOLIDATED ~~ended~~FINANCIAL May 31, 2013 Robert Levitt received 22,000,000 shares common stock in partial satisfaction of 303,250,000 shares owed. The value of the shares issued was $22,000. The conversion was in accordance with the modified note agreement therefore no gain or loss was recorded with the conversion.STATEMENTS

~~Convertible~~NOTE ~~Note~~E ~~Payable~~ – ~~Related Party balance was $252,250 and $303,250 at May 31, 2013 and August 31, 2012, respectively.~~ ~~Amounts~~Share ~~due are to Robert Levitt for monies loaned to the Company. Imputed interest in the amount of $16,709 was recorded for the nine months ended May 31, 2013 due to the note being non~~Activity -~~interest~~ ~~bearing.~~ continued

~~Note~~Common ~~payable – related party balance was $6,818 and $-0- at May 31, 2013 and August 31, 2012 respectively.~~Stock

~~Interest~~During ~~expense~~the ~~charged~~three tomonths ~~operations~~ended ~~was~~November ~~$325~~30,~~736~~ ~~and~~2013, ~~$238~~Rich Kaiser was granted 43,~~834~~000,000 ~~for~~shares ~~the~~of ~~nine~~common ~~months~~stock ~~ended~~in ~~May~~lieu ~~31,~~of ~~2013~~payment ~~and~~by ~~2012,~~the ~~respectively. Related~~Company ~~parties~~for ~~interest~~compensation ~~expense~~as ~~was~~the ~~$257,302~~Company’s ~~and~~consultant. These shares were valued at $~~215~~77,~~657~~500 ~~for~~based on the ~~nine~~closing ~~months~~price ~~ended~~on ~~May~~the ~~31,~~dates ~~2013~~of ~~and~~the ~~2012, respectively~~grants.

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

~~-22-~~During the three months ended November 30, 2013, Michael Harland was granted 75,000,000 shares of common stock in lieu of payment by the Company for compensation as the Company’s consultant. These shares were valued at $120,000 based on the closing price on the date of the grant.

~~GLOBAL~~During ~~EARTH~~the ~~ENERGY~~three months ended November 30, ~~INC~~2013, Rick Jones was granted 9,000,000 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 $15,900 based on the closing price on the dates of the grants.

(ASee ~~Development~~Debt ~~Stage~~Footnote ~~Company)~~H for shares issued for conversions of debt and the modification of convertible debt.

~~Wilmington,~~See ~~North~~Debt ~~Carolina~~ Footnote I for settlement of derivatives with shares following the conversion of debt.

~~NOTES~~Preferred ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~Stock

~~Note~~On FJanuary ~~– Related~~28, ~~Party~~2011, ~~Transactions~~the –Company ~~continued~~amended their Preferred Stock Class A authorized shares from 1,000,000 shares to 10,000 shares.

~~Due~~On toFebruary ~~directors~~28, ~~was~~2011 ~~$19~~the Board of Directors approved the issuance of 2,~~649~~000,000 Preferred Stock Class B to Betty Harland. These shares carry 500 to 1 voting rights and ~~$-0-~~are not convertible into common stock. These shares also carry a liquidation preference over common shares. These shares were valued at ~~May31~~$600,000 ~~2013~~ and ~~August~~were ~~31,~~expensed ~~2012,~~upon ~~respectively~~grant. The shares were valued by a valuation expert on the date of grant. The key inputs in the valuation were related to assigning a value to the control associated with the preferred shares issued. No value was assigned to the liquidation preference of the securities based on the net deficit position of the Company. The valuation expert used industry studies for similar companies which estimated a premium on control equal to 10.05% of the Company’s respective market cap. The other inputs involved in calculating the market cap on the date of grant which was calculated as the shares outstanding multiplied by the shares price on the date of grant. The market cap on the date of grant was found to be approximately $5,969,380 based on this calculation.

~~Note~~NOTE GF – Related ~~Joint~~Party ~~Ventures~~Transactions

~~Reflora~~Certain dodisbursements ~~Brasil~~of the Company have been paid by two directors of the Company therefore; a Due to Directors account has been established. The balance at November 30, 2013 and August 31, 2013 was $19,649.

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

~~(a)~~24

~~Strategic~~GLOBAL ~~Alliance~~EARTH ~~Consulting Group~~ENERGY, ~~Ltd~~INC. ~~is entitled to compensation from the Company pursuant to the Joint Venture Agreement, as follows:41,762 shares of the common stock valued at $6.75 per share of the Company and~~

(b)A Development Stage Company)

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

~~The~~NOTES ~~total~~TO ~~paid~~CONSOLIDATED ~~for~~FINANCIAL the joint venture is $444,643 which is composed of $324,643 in common stock issued and $120,000 in cash to be paid. The Company evaluated these capitalized costs as of August 31, 2011 for impairment and determined at that time that there was no certainty that these costs would be recovered with future cash flows from the joint ventures. As a result, the costs were fully valued with an impairment of $444,643. Since the impairment on August 31, 2011, there has been no activity on this joint venture. All amounts still owed as of May 31, 2013 were fully accrued related to this arrangement.STATEMENTS

NOTE F – Related Party Transactions -~~23-~~ continued

~~GLOBAL~~In ~~EARTH~~October ~~ENERGY~~2004, ~~INC~~the Company entered into a consulting agreement with its Chairman, Betty-Ann Harland for a five year term, with annual compensation of $220,000 and auto allowance of $12,000. The accrued consulting fees are accruing interest at 8.75% annually. On March 24, 2011, the Company extended Ms Harland’s consulting agreement effective October 1, 2009 through October 1, 2011. On December 5, 2011, Mrs. Harland’s contract was extended through October 1, 2015. At November 30, 2013 and August 31, 2013 accrued compensation due to Mrs. Harland was $1,302,874 and $1,244,874, respectively. At November 30, 2013 and August 31, 2013 accrued interest on accrued compensation was $270,015 and $241,934, respectively.

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 November 30, 2013 and August 31, 2013 accrued compensation due to Mr. Harland was $1,684,259 and $1,622,509, respectively. At November 30, 2013 and August 31, 2013 accrued interest imputed on accrued compensation was $431,497 and $395,114, 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 November 30, 2013 and August 31, 2013 accrued compensation due to Mr. Gorman was $1,207,294 and $1,167,919, respectively. At November 30, 2013 and August 31, 2013 accrued interest imputed on accrued compensation was $364,871 and $338,892, respectively.

~~Note~~On HSeptember –9, ~~Convertible~~2010 ~~Debentures~~Robert ~~and~~Levitt ~~Note~~converted ~~Payable~~30,000 Preferred Class A shares to 4,000 common shares.

During the fiscal year ended August 31, 2011 Robert Levitt agreed to accept 120,000 shares in lieu of payment of an accrued balance owed to him of $180,000. The value of the shares to be issued on the date of the agreement was $360,000 causing a loss of $180,000 for the conversion. This stock payable was later re-classed to the derivative liability due to the tainted equity environment and potential inability of the Company ~~had~~to ~~convertible~~share ~~debentures~~settle ~~outstanding~~the asinstrument. ~~follows:~~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.

May 31, 2013	Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount
December 4, 2012 – Debenture	$ 2,500	$ 888	$ 1,612
December 5, 2012 – Debenture	16,000	5,739	10,261
April 22, 2013 – Debenture	12,500	10,740	1,760
Total Convertible Debentures	$ 31,000	$ 17,367	$ 13,633
Convertible Debentures – Related Party
December 22, 2012	$ 252,250	$ ––	$ 252,250

- continued -

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

OnGLOBAL ~~April~~EARTH 27ENERGY, ~~2011, the Company entered into a securities purchase agreement with Asher Enterprises Inc~~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~~(A toDevelopment ~~the~~Stage ~~convertible debenture the investor may convert the debenture into common stock of the~~ Company at a conversion price of 58% of the average price for the lowest three trading prices for the common stock for ten trading days ending one trading day prior to the date of conversion notice sent by the holder to the Company.)

~~On November 14~~Wilmington, ~~2011,~~North 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.Carolina

OnNOTES ~~December~~TO ~~14,~~CONSOLIDATED ~~2011,~~FINANCIAL 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.STATEMENTS

~~- continued~~NOTE F – Related Party Transactions - continued

~~-24-~~On October 12, 2010 Robert Levitt was granted 6,000 shares of common stock in partial satisfaction of the 180,000,000 shares owed to him for prior consulting services. The value of the shares issued was $73,800. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.

~~GLOBAL~~For ~~EARTH~~the ~~ENERGY~~quarter ended February 28, ~~INC~~2011 Robert Levitt received 31,333 shares common stock in partial satisfaction of the 120,000 shares owed to him for prior consulting services. The value of the shares issued was $648,000. The related portion of the derivative liability was marked to this value and relieved to APIC upon issuance.

(AFor ~~Development~~the ~~Stage~~quarter ~~Company)~~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.

~~Wilmington~~For the quarter ended August 31, ~~North~~2011 ~~Carolina~~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.

~~NOTES~~On TOJune ~~CONSOLIDATED~~15, ~~FINANCIAL~~2012 ~~STATEMENTS~~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.

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

On ~~December~~June 2125, ~~2011,~~2012 ~~Asher~~Betty ~~Enterprises~~and ~~elected~~Sydney toHarland ~~convert~~were $6each granted 1,500,000 shares of ~~their~~common ~~note~~stock ~~payable~~for ~~into~~services ~~22,807~~rendered ~~common~~to ~~shares of~~ the ~~Company~~company. ~~Asher’s~~These ~~remaining~~shares ~~note~~were ~~payable~~valued at ~~December 21, 2011 is therefore~~ $7366,000. ~~The~~based ~~conversion~~on ~~was in accordance with~~ the ~~convertible~~closing ~~note~~price ~~agreement therefore no gain or loss was recorded~~ on the ~~conversion~~date ~~and~~of the ~~converted amount was relieved to common stock and additional paid in capital~~grant.

On ~~June~~July 1211, 2012, ~~Asher~~Robert ~~Enterprises~~Levitt ~~elected~~was toissued ~~convert~~the $1final 32,~~400~~667 ofcommon ~~their~~shares ~~note~~related ~~payable~~to ~~into~~the ~~24,138~~original ~~common~~agreement ~~shares~~he ofhad with the Company to repay his loan. ~~Asher’s~~Mr. ~~remaining~~Levitt ~~note~~was ~~payable~~also atissued ~~June~~on 12July 11, 2012, ~~is therefore $5~~2,~~600.~~967,333 ~~The~~common ~~conversion~~shares ~~was~~ in ~~accordance~~lieu ~~with~~of ~~the~~payment ~~convertible~~for ~~note~~services ~~agreement~~he ~~therefore~~rendered noto ~~gain~~the orCompany. ~~loss~~These ~~was~~shares ~~recorded~~were onvalued ~~the~~at ~~conversion~~$326,406 ~~and~~based on the ~~converted~~closing ~~amount~~price ~~was~~on ~~relieved~~the todate ~~common~~of ~~stock~~the ~~and additional paid in capital~~grant.

On ~~June~~November 2612, 2012, ~~the~~Sydney ~~Company~~Harland ~~entered~~was ~~into~~granted a100,000,000 ~~securities~~shares ~~purchase~~of ~~agreement~~common ~~with~~stock ~~Asher~~for ~~Enterprises~~services ~~Inc.~~rendered ~~for~~to the ~~sale~~company. These ofshares awere ~~$27,500~~valued ~~in a convertible debenture bearing interest~~ at ~~8% per annum~~$200,000 ~~payable~~based on orthe ~~before~~closing ~~March~~price ~~28,~~on ~~2013. $27,500~~the ~~was~~date ~~disbursed~~of to the ~~Company on June 29, 2012~~grant.

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

On September 21, 2012, the Company entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $32,500 in a convertible debenture bearing interest at 8% per annum, payable on or before June 25, 2013. $32,500 was disbursed to the Company on September 28, 2012.26

~~Pursuant~~GLOBAL toEARTH ~~the~~ENERGY, convertible debenture the investor may convert the debenture into common stock of the Company at a conversion price of 51% 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 CompanyINC.

On(A ~~October~~Development ~~17,~~Stage ~~2012, Asher Enterprises elected to convert $5,600 of their note payable and $1,100 of accrued interest into 2,161,290 common shares of the~~ Company. Asher’s remaining note payable at October 17, 2012 is therefore $60,000. 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. The related derivative liability was also marked to market and relieved to additional paid in capital for $8,529.)

~~On December 1~~Wilmington, ~~2012~~North Asher and the Company agreed to modify all convertible debt agreements outstanding. The modification entailed a floor conversion price of $0.00005 and also removed ratchet provisions on the conversion price which previously provided anti-diliutive protection against future diliutive equity or debt issuances. The modification effectively alleviated the embedded derivative liabilities resulting from the previously floating conversion price and ratchet provision on the conversion price. It also relieved the derivative liability related to all tainted equity items previously outstanding as a result of the embedded derivative liability on this convertible note. The related derivative liabilities were marked to market on the settlement date using the Black-Scholes model and relieved to additional paid in capital for $162,065. Carolina

~~-25-~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

~~Wilmington~~For the quarter ended February 28, ~~North~~2013 ~~Carolina~~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.

~~NOTES~~For TOthe ~~CONSOLIDATED~~quarter ~~FINANCIAL~~ended ~~STATEMENTS~~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.

~~Note~~On HJune –3, ~~Convertible~~2013 ~~Debentures~~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 ~~Note~~after ~~Payable~~modification -to ~~continued~~calculate the loss on modification of $94,633. This value was calculated by comparing the value of the shares if the note was converted on the modification date to the face value of the note. The value of the shares was $101,323 which after deducting the face value of the note of $6,690 resulted in the loss on modification of $94,633. The value of the shares the note was convertible into was calculated by using the closing price of the stock on the modification date. The note payable is convertible into common stock at the discretion of Mr. Levitt. Mr. Levitt will be entitled to a maximum of 66,900,000 shares but at no time will Mr. Levitt be able to own more than 4.99% of the outstanding shares of the Company’s common stock. Furthermore, at any time, the Company may pay the balance of the unconverted note payable in cash.

On ~~December~~June 45, ~~2012,~~2013 ~~the~~Sydney ~~Company~~Harland ~~entered~~cancelled ~~into~~50,200,001 ashares ~~securities~~of ~~purchase~~common ~~agreement~~stock ~~with~~he ~~Asher~~previously ~~Enterprises Inc~~held. These ~~for~~shares ~~the~~were ~~sale~~deducted offrom acommon ~~$2,500~~stock inissued afor ~~convertible~~the ~~debenture~~par ~~bearing~~value ~~interest~~of atthe 8%shares ~~per annum, payable on or before September 6, 2013.~~ $~~2,500~~502 ~~was~~with ~~disbursed to~~ the ~~Company on December 4, 2012~~cancellation.

~~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~~continued days ending one trading day prior to the date of conversion notice sent by the holder to the Company. The conversion price has a floor of $0.00005 per share. The difference between the market price on the date the note was executed and the conversion price was recorded as a beneficial conversion feature at $2,500. This amount is discounted against the debt balance and is being amortized over the term of the note using the effective interest method.-

On December 5, 2012, the Company entered into a securities purchase agreement with Asher Enterprises Inc. for the sale of a $16,000 in a convertible debenture bearing interest at 8% per annum, payable on or before September 7, 2013. $16,000 was disbursed to the Company on December 5, 2012.27

~~Pursuant~~GLOBAL toEARTH 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 $16ENERGY,~~000. This~~ ~~amount is discounted against the debt balance and is being amortized over the term of the note using the effective interest method~~INC.

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

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

~~Amortization~~NOTES ~~expense~~TO ~~for~~CONSOLIDATED ~~debt~~FINANCIAL discounts was $64,466 and $20,703 for the nine months ended May 31, 2013 and 2012, respectively. The net discount on all convertible debt outstanding was $17,367 and $18,333 at May 31, 2013 and August 31, 2012, respectively.STATEMENTS

~~Accrued~~NOTE ~~interest~~F ~~was~~– Related ~~$683~~Party ~~and~~Transactions ~~$1,426~~- ~~at May 31, 2013 and August 31, 2012, respectively.~~continued

OnFor ~~December~~the ~~31,~~quarter ~~2012,~~ended ~~Asher~~August ~~Enterprises elected to convert $10~~31,~~000~~ of2013 ~~their~~Robert ~~note~~Levitt ~~payable~~received ~~into 7~~36,~~142~~000,~~857~~000 ~~common~~ shares ofcommon ~~the~~stock ~~Company. Asher’s~~for ~~remaining~~conversion ~~note~~of ~~payable at December 31~~$3,600 ~~2012~~of isthis ~~therefore~~convertible ~~$68,500~~note. The conversion was in accordance with the ~~convertible~~modified note agreement therefore no gain or loss was recorded onwith the conversion ~~and the converted amount was relieved to common stock and additional paid in capital for $10,000~~.

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

~~-26-~~On September 6, 2013, Robert Levitt sold $3,090 of his convertible debt signed into on March 6, 2013 to a party unrelated to the Company. – See Note H.

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

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

~~Wilmington~~Convertible Note Payable – Related Party balance was $-0- and $3,090 ~~North~~at ~~Carolina~~November 30, 2013 and August 31, 2013, respectively. Amounts due are to Robert Levitt for monies loaned to the Company.

~~NOTES~~Imputed TOinterest ~~CONSOLIDATED~~in ~~FINANCIAL~~the ~~STATEMENTS~~amount of $18,621 and $-0- was recorded for the years ended August 31, 2013 and 2012, respectively, due to the note being non-interest bearing.

~~Note~~Interest Hexpense –charged ~~Convertible~~to ~~Debentures~~operations was $98,088 and ~~Note~~$97,979 ~~Payable~~for –the ~~continued~~three months ended November 30, 2013 and 2012 respectively. Related parties interest expense was $90,443 and $76,807 for the three months ended November 30, 2013 and 2012, respectively.

OnNOTE ~~February~~G ~~14, 2013, Asher Enterprises elected to convert $11,500 of their note payable into 9,583,333 common shares of the Company.~~– ~~Asher’s~~Joint remaining note payable at February 14, 2013 is therefore $57,000. 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 for $11,500. Ventures

On Reflora ~~February~~do 20, 2013, Asher Enterprises elected to convert $5,500 of their note payable into 8,333,333 common shares of the Company. Asher’s remaining note payable at February 20, 2013 is therefore $51,500. 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 for $5,500. Brasil

~~During~~On November 22, 2010, the ~~three~~Company ~~months~~and ~~ended~~Reflora ~~May~~do 31Brasil, ~~2013,~~a ~~Asher~~Brazilian ~~Enterprises~~company ~~elected~~(“RDB”) executed a Joint Venture Agreement with respect to ~~convert~~sale ~~$33,000~~by RDB of ~~their~~carbon ~~note~~credits ~~payable~~relating ~~and~~to ~~$2,400~~certain ~~into~~property ~~97,491,041~~located ~~common~~in ~~shares~~Brazil. Proceeds from the sale of the Credits brokered by the Company~~. Asher’s~~ ~~remaining~~for ~~note~~RDB ~~payable~~shall atbe ~~May~~split ~~31,~~as ~~2013~~follows: issixty ~~therefore~~percent ~~$31,000.~~(60%) ~~The~~of ~~conversion~~the ~~was~~proceeds inshall ~~accordance~~be ~~with~~distributed to the ~~convertible~~owners ~~note~~of ~~agreement~~the ~~therefore~~Para noProperty, ~~gain~~who orare ~~loss~~represented ~~was~~by ~~recorded~~RDB, onand forty percent (40%) to the ~~conversion~~Company. Pursuant ~~and~~to the ~~converted~~agreement, ~~amount~~the ~~was~~Company ~~relieved~~issued to6,333 shares of common stock ~~and~~valued ~~additional~~at ~~paid~~$6.75 inper ~~capital~~share ~~for~~on ~~$33~~November 22,~~000~~ 2010 in addition to those shares listed below.

~~Convertible note payable – related party at May 31, 2013 and August 31, 2012 consisted of $252,250 and $~~-0- ~~due~~continued ~~and payable to Robert Levitt.~~-

Notes payable at May 31, 2013 and August 31, 2012 consisted of $30,000 and $15,000 due and payable to Marie Fay upon demand and $2,000 and $-0- due and payable to Warwick Tranter upon demand, and $6,818 and $-0-, owed to Robert Levitt due upon demand. Imputed interest expense for the nine months ended May 31, 2013 and 2012 was $18,621 and $17,693, respectively.28

~~Note~~GLOBAL IEARTH –ENERGY, INC.

~~Derivative~~(A ~~Liability~~Development Stage Company)

The Company evaluated their convertible note agreements pursuant to ASC 815 and due to there being no minimum or fixed conversion price resulting in an indeterminate number of shares to be issued in the futureWilmington, ~~the~~North Company determined an embedded derivative existed and ASC 815 applied for their convertible note with a balance of $51,500 and $33,100 as of November 30, 2012 and August 31, 2012, respectively. Due to the modification of all outstanding convertible debt as previously described at December 1, 2012 all embedded derivative liabilities were marked to market and the derivative liabilities were eliminated as of February 28, 2013.Carolina

~~The~~NOTES ~~Company~~TO ~~valued~~CONSOLIDATED ~~the~~FINANCIAL 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 $161,987 as of November 30, 2012. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.50 to 0.58 years; (2) a computed volatility rate of 458% (3) a discount rate of 0.13% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability.STATEMENTS

~~The~~NOTE ~~Company~~G ~~valued the embedded derivative within the convertible note using the Black-Scholes valuation model.~~– ~~The~~Joint ~~result of the valuation is a derivative liability in the amount of $55,683 as of August 31, 2012. We estimated the fair value of the derivative using the Black~~Ventures -~~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.continued

~~-27-~~ Reflora do Brasil

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

(Aa) ~~Development~~41,762 ~~Stage~~shares of the common stock valued at $6.75 per share of the Company) and

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

~~NOTES~~The TOtotal ~~CONSOLIDATED~~paid ~~FINANCIAL~~for ~~STATEMENTS~~the joint venture is $444,643 which is composed of $324,643 in common stock issued and $120,000 in cash to be paid. The Company evaluated these capitalized costs as of August 31, 2011 for impairment and determined at that time that there was no certainty that these costs would be recovered with future cash flows from the joint ventures. As a result, the costs were fully valued with an impairment of $444,643. Since the impairment on August 31, 2011, there has been no activity on this joint venture.

~~Note~~ Global IEarth –Natural Resources, Inc.

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

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

~~model. The~~On ~~result~~August of28, 2013, the ~~valuation~~Company isacquired a ~~derivative~~20% ~~liability~~equity ownership in Hawk Manufacturing Inc., a Florida corporation. Per the ~~amount~~agreement, the Company is required to transfer 214,027,096 shares of $2common asstock to Hawk and Hawk is to transfer 250 shares of ~~November~~its ~~30,~~common ~~2012. We~~stock ~~estimated~~to the ~~fair~~Company. The Company recorded the value of the ~~derivative~~shares ~~using~~owed based on the ~~Black-Scholes~~closing ~~valuation~~stock ~~method~~price ~~with~~on ~~assumptions~~the ~~including:~~agreement ~~(1)~~date, ~~term~~which resulted in a value of 1$21,403.9 ~~years;~~Hawk ~~(2)~~had ano ~~computed~~material ~~volatility~~revenues ~~rate~~or book value at the time of ~~644.69%~~acquisition ~~(3)~~therefore athe ~~discount~~entire ~~rate~~investment of ~~0.25%~~$21,403 ~~and~~was ~~(4)~~impaired ~~zero~~as ~~dividends~~of August 31, 2013. ~~The~~ ~~valuation~~Hawk ofhad ~~these~~no ~~warrants~~material ~~was~~activity from the agreement date through the balance sheet date. The shares owed were recorded ~~with~~to anstock ~~offsetting~~payable ~~gain/loss~~and onre-classed to the derivative liability.

For the year ended August 31, 2012, the Company evaluated all convertible debt and outstanding warrants to determine whether these instruments may be tainted from the aforementioned derivative. All warrants outstanding were considered tainted as a result of the tainted equity environment and potential inability of the Company to share settle the instruments. The Company valued these warrants using the Black -~~Scholes valuation model. The result of the valuation is a derivative liability in the amount of $5.~~ continued-

~~We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 2.2 years; (2) a computed volatility rate of 345.~~29~~% (3) a discount rate of 0.41% and (4) zero dividends. The valuation of these warrants was recorded with an offsetting loss on the derivative liability.~~

OnGLOBAL ~~October~~EARTH 17ENERGY, ~~2012 the remaining balance of $5,600 on the Asher note issued on April 27, 2011 for $27,500 and accrued interest of $1,100 was converted for 2,161,290 shares of common stock~~INC. The imbedded 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.

~~For~~(A ~~the~~Development ~~three~~Stage months ended November 30, 2012 and 2011, $13,333 and 12,266 was amortized and is included in interest expense, respectively. Debt discount at November 30, 2012 and August 31, 2012 was $37,500 and $18,333, respectively. All discounts were fully amortized upon conversion where applicable. The instruments were revalued at each settlement and at year end, and the resulting change was included in the statement of operations and netted with other gains and losses on the Statement of Operations.Company)

~~For the periods ended November 30~~Wilmington, ~~2012~~North 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.Carolina

InNOTES ~~August~~TO ~~2012,~~CONSOLIDATED ~~the~~FINANCIAL ~~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.~~STATEMENTS

--NOTE ~~continued~~H -– Convertible Debentures and Notes Payable

~~-28-~~ The Company had convertible debentures outstanding as follows:

GLOBAL EARTH ENERGY, INC.


November 30, 2013	Outstanding Balance of Convertible Debenture	Unamortized Discount	Net of Principal and Unamortized Discount
Convertible Debentures
August 26,2012 – Debenture	$ 125,261	—	$ 125,261

(A Development Stage Company)


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

~~Wilmington~~On April 27, ~~North~~2011, ~~Carolina~~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.

~~NOTES~~Pursuant TOto ~~CONSOLIDATED~~the ~~FINANCIAL~~convertible ~~STATEMENTS~~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.

~~Note~~- Icontinued –-

~~Derivative Liability - continued~~ 30

OnGLOBAL ~~December~~EARTH 1ENERGY, ~~2012 Asher and the Company agreed to modify all convertible debt agreements outstanding~~INC. The modification entailed a floor conversion price and also removed ratchet provisions on the conversion price which previously provided anti-dilutive protection against future dilutive equity or debt issuances. The modification related to the previous debt outstanding relieved the embedded derivative liability associated with this note as well as the derivative liabilities associated with all tainted equity instruments.

~~All~~(A ~~outstanding~~Development ~~debt~~Stage ~~and tainted equity were marked to market at December 1, 2012 and relieved to additional paid in capital for $162,065 based on the modification.~~Company)

	Derivative Liability at August 31, 2012	Discount on debt with initial valuation	(Gain) Loss on Derivative for the Nine Months Ended May 31, 2013	Settled to Additional Paid in Capital	Derivative Balances At May 31, 2013
Asher– Debentures	$ 55,683	$ 32,500	$ 82,333	$ (170,516)	$ ––
Tainted Equity – Stock Payable	225	––	(149)	(76)	––
Tainted Equity – Warrants Outstanding	5	––	(3)	(2)	––
Total	$ 55,913	$ 32,500	$ 82,181	$ (170,594)	$ ––

Wilmington, North Carolina

~~Note~~NOTES JTO ~~– Commitments~~CONSOLIDATED ~~and~~FINANCIAL ~~Contingencies~~STATEMENTS

~~The~~NOTE ~~Company~~H is– ~~aware~~Convertible ofDebentures one lawsuit filed against its wholly owned subsidiary Knightsbridge Corp. The case is pending in the Superior Court of the State of California. It was filed on October 4, 2012. It is probable that the Company will have to repay the fees given it for unperformed services in the amount of $52,800 and ~~has~~Notes ~~therefore~~Payable ~~accrued~~- ~~this as a liability at August 31, 2012 and May 31, 2013.~~ continued

-On ~~29-~~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.

~~GLOBAL~~On ~~EARTH~~December ~~ENERGY~~14, ~~INC~~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.

(AOn ~~Development~~December ~~Stage~~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.

~~Wilmington~~On June 12, ~~North~~2012, ~~Carolina~~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.

~~NOTES~~On TOJune ~~CONSOLIDATED~~26, ~~FINANCIAL~~2012, ~~STATEMENTS~~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.

~~Note~~Pursuant Kto –the ~~Fair~~convertible ~~Value~~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.

~~The~~On ~~Company~~October ~~has~~17, ~~categorized~~2012, ~~its~~Asher ~~assets~~Enterprises ~~and~~elected ~~liabilities~~to ~~recorded~~convert at$5,600 ~~fair~~of ~~value~~their ~~based~~note ~~upon~~payable ~~the~~and ~~fair~~$1,100 ~~value~~of ~~hierarchy~~accrued ~~specified~~interest byinto ~~GAAP. All~~2,161,290 ~~assets~~common ~~and~~shares ~~liabilities,~~of ~~aside~~the ~~from~~Company. ~~those~~The ~~shown~~conversion was in accordance with the ~~table~~convertible ~~below,~~note ~~are~~agreement therefore no gain or loss was recorded aton ~~historical~~the ~~cost~~conversion ~~which~~and ~~approximates~~the ~~fair~~converted ~~value,~~amount was relieved to common stock and ~~therefore,~~additional nopaid ~~items~~in ~~were~~capital. The ~~valued~~related ~~according~~derivative liability was also marked to ~~these~~market ~~inputs~~and relieved to additional paid in capital for $8,529.

~~The~~- ~~levels~~continued ~~of fair value hierarchy are as follows:~~-

·31

~~Level~~GLOBAL 1EARTH ~~inputs~~ENERGY, ~~utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;~~INC.

·(A Development Stage Company)

~~Level 2 inputs utilize other-than-quoted prices that are observable~~Wilmington, ~~either~~North 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; andCarolina

·NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Level~~NOTE 3H ~~inputs~~– ~~are~~Convertible ~~unobservable~~Debentures and ~~are~~Notes ~~typically~~Payable ~~based~~- oncontinued ~~our own assumptions, including situations where there is little, if any, market activity.~~

InOn ~~certain~~December ~~cases~~1, 2012 Asher and the ~~inputs~~Company ~~used~~agreed to ~~measure~~modify ~~fair~~all ~~value~~convertible ~~may~~debt ~~fall~~agreements ~~into~~outstanding. The ~~different~~modification ~~levels~~entailed a floor conversion price of $0.00005 and also removed ratchet provisions on the ~~fair~~conversion ~~value~~price ~~hierarchy~~which previously provided anti-dilutive protection against future dilutive equity or debt issuances. InThe ~~such~~modification ~~cases,~~effectively alleviated the ~~Company~~embedded ~~categorizes~~derivative ~~such~~liabilities ~~financial~~resulting ~~asset~~from orthe ~~liability~~previously ~~based~~floating conversion price and ratchet provision on the ~~lowest~~conversion ~~level~~price. ~~input~~It ~~that~~also isrelieved ~~significant~~the derivative liability related to ~~the~~all ~~fair~~tainted ~~value~~equity ~~measurement~~items inpreviously ~~its~~outstanding ~~entirety. Our~~as ~~assessment~~a result of the ~~significance~~embedded ofderivative aliability ~~particular~~on ~~input~~this convertible note. The related derivative liabilities were marked to ~~the~~market ~~fair~~on ~~value~~the ~~measurement~~settlement indate ~~its~~using ~~entirety~~the ~~requires~~Black-Scholes ~~judgment~~model and ~~considers~~relieved ~~factors~~to ~~specific~~additional topaid ~~the~~in ~~asset~~capital orfor ~~liability~~$162,065.

~~Both~~On ~~observable~~December ~~and~~4, ~~unobservable~~2012, ~~inputs~~the ~~may~~Company beentered ~~used~~into toa ~~determine~~securities ~~the~~purchase ~~fair~~agreement ~~value~~with ofAsher ~~positions~~Enterprises ~~that~~Inc. ~~are~~for ~~classified~~the ~~within~~sale ~~the~~of ~~Level 3~~a ~~category. All~~$2,500 ~~assets~~in ~~and~~a ~~liabilities~~convertible ~~are~~debenture bearing interest at ~~cost~~8% ~~which~~per ~~approximates~~annum, ~~fair~~payable ~~value~~on ~~and~~or ~~there~~before ~~are~~September ~~not~~6, ~~items~~2013. ~~that~~$2,500 ~~were~~was ~~required~~disbursed to bethe ~~valued~~Company on aDecember ~~non-recurring~~4, ~~basis~~2012.

~~Note~~Pursuant Kto –the ~~Fair~~convertible ~~Value~~debenture the investor may convert the debenture into common stock of the Company at a conversion price of 50% of the lowest trading price for the common stock for forty-five trading days ending one trading day prior to the date of conversion notice sent by the holder to the Company. The conversion price has a floor of $0.00005 per share. The difference between the market price on the date the note was executed and the conversion price was recorded as a beneficial conversion feature at $2,500. This amount is discounted against the debt balance and is being amortized over the term of the note using the effective interest method.

~~The~~On ~~following~~December ~~liability~~5, ~~was~~2012, ~~valued~~the atCompany ~~fair~~entered ~~value~~into asa ofsecurities ~~May~~purchase ~~31,~~agreement ~~2013~~with ~~and~~Asher ~~August~~Enterprises 31Inc. for the sale of a $16,000 ~~2012.~~in Noa ~~other~~convertible ~~items~~debenture ~~were~~bearing ~~valued~~interest at ~~fair~~8% ~~value~~per onannum, apayable ~~recurring~~on ~~basis~~or asbefore ofSeptember ~~May 31~~7, 2013. $16,000 orwas ~~August~~disbursed 31to the Company on December 5, 2012.

May 31, 2013		Fair Value Measurements Using
	Carrying
	Value	Level 1	Level 2	Level 3	Total
Derivative Liabilities	$ ––	$ ––	$ ––	$ ––	$ ––
Total		$ ––	$ ––	$ ––	$ ––

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

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

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

-30 continued -

~~GLOBAL EARTH ENERGY, INC.~~32

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

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

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

~~Note~~NOTES LTO ~~– Subsequent~~CONSOLIDATED ~~Events~~FINANCIAL STATEMENTS

~~During~~NOTE ~~the~~H ~~months~~– ofConvertible ~~June~~Debentures and ~~July~~Notes ~~2013~~Payable ~~the~~– ~~Company issued 34,699,999 shares of common stock.~~continued

~~30,000,000~~Pursuant ~~and~~to ~~18,900,000~~the ~~shares~~convertible ~~were~~debenture ~~issued~~the toinvestor may convert the debenture into common stock of the Company’s ~~attorney~~at ~~and~~a ~~accountant,~~conversion ~~respectively~~price inof ~~payment~~50% of ~~services. Sydney~~the ~~Harland~~lowest ~~cancelled~~trading ~~81,100,001~~price ~~shares~~for ofthe common stock ~~and~~for ~~66,900,000~~forty-five ~~shares~~trading ~~were~~days ~~placed~~ending ~~into~~one ~~escrow~~trading inday ~~anticipation~~prior to the date of ~~repayment~~conversion notice sent by the holder to the Company. The conversion price has a floor of ~~Robert~~$0.00005 ~~Levitt’s~~per ~~convertible~~share. The difference between the market price on the date the note was executed and the conversion price was recorded as a beneficial conversion feature at $12,500. This amount is discounted against the debt balance and is being amortized over the term of the note using the effective interest method.

~~-31-~~On August 26, 2013, the Company entered into a securities purchase agreement with Beaufort Ventures PLC for the transfer of a $252,250 convertible debenture from Robert Levitt to Beaufort that is due on demand and non interest bearing.

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

On September 6, 2013, Robert Levitt sold $3,090 of his convertible debt signed into on March 6, 2013 to Beaufort Ventures PLC. Per the agreement, 30,900,000 shares held in escrow to Robert Levitt, were transferred to Beaufort Ventures PLC. The agreement modified the debt to make it convertible into common stock of the Company at a conversion price of 55% of the average lowest three trading prices for the common stock for twenty trading days prior to the date the conversion notice was sent by the holder to the Company. The Company compared the value of the debt modified of $3,090 before and after modification to calculate the loss on modification of $25,281. This value was calculated by comparing the value of the shares if the note was converted on the modification date to the face value of the note. The value of the shares was $28,371 which after deducting the face value of the note of $3,090 resulted in the loss on modification of $25,281. 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 Beaufort Ventures PLC.

Amortization expense for debt discounts was $6,588 and $13,333 for the three months ended November 30, 2013 and 2012, respectively. The net discount on all convertible debt outstanding was $-0- and $6,588 at November 30, 2013 and August 31, 2013, respectively.

Accrued interest was $-0- and $237 at November 30, 2013 and August 31, 2013, respectively.

On December 31, 2012, Asher Enterprises elected to convert $10,000 of their note payable into 7,142,857 common shares of the Company. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $10,000.

- continued -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE H – Convertible Debentures and Notes Payable – continued

On February 14, 2013, Asher Enterprises elected to convert $11,500 of their note payable into 9,583,333 common shares of the Company. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $11,500.

On February 20, 2013, Asher Enterprises elected to convert $5,500 of their note payable into 8,333,333 common shares of the Company. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $5,500.

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

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

During the three months ended November 30, 2013, Asher Enterprises elected to convert $12,500 of their note payable and $500 accrued interest into 96,500,000 common shares of the Company. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $13,000.

During the three months ended November 30, 2013, Beaufort Ventures PLC elected to convert $130,079 of their note payable into 215,776,246 common shares of the Company. The conversion was in accordance with the convertible note agreement therefore no gain or loss was recorded on the conversion and the converted amount was relieved to common stock and additional paid in capital for $130,079.

On October 30, 2013, Marie Fay elected to convert $28,931 of her note payable into 10,715,000 common shares of the Company. The conversion was at the market price on the date of conversion, and as the fair value of the shares converted equaled the debt relieved, no gain or loss was recognized. The fair value of the shares issued equaled the closing price on the conversion date.

- continued -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE H – Convertible Debentures and Notes Payable – continued

On June 3, 2013 an agreement was signed with Robert Levitt concerning a portion of his debt equal to $6,690. The agreement modified the debt to make it convertible into common stock of the Company at $0.0001 per share. The Company compared the value of the debt modified of $6,690 before and after modification to calculate the loss on modification of $94,633. This value was calculated by comparing the value of the shares if the note was converted on the modification date to the face value of the note. The value of the shares was $101,323 which after deducting the face value of the note of $6,690 resulted in the loss on modification of $94,633. The value of the shares the note was convertible into was calculated by using the closing price of the stock on the modification date. The note payable is convertible into common stock at the discretion of Mr. Levitt. Mr. Levitt will be entitled to a maximum of 66,900,000 shares but at no time will Mr. Levitt be able to own more than 4.99% of the outstanding shares of the Company’s common stock. Furthermore, at any time, the Company may pay the balance of the unconverted note payable in cash.

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

Convertible note payable – related party at November 30, 2013 and August 31, 2013 consisted of $-0- and $3,090 due and payable to Robert Levitt.

Notes payable at November 30, 2013 and August 31, 2013 consisted of $3,570 and $32,500 due and payable to Marie Fay upon demand and $2,000 due and payable to Warwick Tranter upon demand. Imputed interest expense for the three months ended November 30, 2013 and 2012 was $794 and $639, respectively.

NOTE I – Derivative Liability

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

- continued -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I – Derivative Liability - continued

The Company valued the embedded derivative within the convertible note using the Black-Scholes valuation model. The result of the valuation is a derivative liability in the amount of $55,683 as of August 31, 2012. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.25 to 0.75 years; (2) a computed volatility rate of 345.29% (3) a discount rate of 0.01% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability.

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

The Company evaluated all convertible debt and outstanding warrants to determine whether these instruments may be tainted from the aforementioned derivative. All warrants outstanding were considered tainted as a result of the tainted equity environment and potential inability of the Company to share settle the instruments. The Company valued these warrants using the Black-Scholes valuation model. The result of the valuation is a derivative liability in the amount of $5 as of August 31, 2012. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 2.2 years; (2) a computed volatility rate of 345.29% (3) a discount rate of 0.41% and (4) zero dividends. The valuation of these warrants was recorded with an offsetting gain/loss on the derivative liability.

In August 2012, the 32,667 shares that were issued to Robert Levitt were marked to market for $3,593 and relieved to additional paid in capital with the settlement.

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

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

- continued -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I – Derivative Liability - continued

All outstanding debt and tainted equity were marked to market at November 30, 2012 and relieved to additional paid in capital for $161,987 based on the modification.

The Company valued the embedded derivative within the convertible note settled on November 30, 2012 using the Black-Scholes valuation model. The result of the valuation is a derivative liability in the amount of $161,987 as of November 30, 2012. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 0.50 to 0.58 years; (2) a computed volatility rate of 458% (3) a discount rate of 0.13% and (4) zero dividends. The valuation of this embedded derivative was recorded with an offsetting gain/loss on derivative liability.

The Company evaluated all convertible debt and outstanding warrants to determine whether these instruments may be tainted from the aforementioned derivative. All warrants outstanding were considered tainted as a result of the tainted equity environment and potential inability of the Company to share settle the instruments. The Company valued these warrants using the Black-Scholes valuation model. The result of the valuation is a derivative liability in the amount of $2 as of November 30, 2012. We estimated the fair value of the derivative using the Black-Scholes valuation method with assumptions including: (1) term of 1.9 years; (2) a computed volatility rate of 644.69% (3) a discount rate of 0.25% and (4) zero dividends. This balance was relieved to additional paid in capital with settlement.

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

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

On August 28, 2013 the Company entered into a new convertible note payable which also had embedded derivatives. This caused the derivative liabilities to re-emerge prior to the August 31, 2013 yearend. The Company valued the embedded derivative within this convertible note using the Black-Scholes valuation model. The result of the valuation is a derivative liability in the amount of $875,303 as of August 31, 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.

- continued -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I – Derivative Liability - continued

At November 30, 2013 and August 31, 2013 the Company had 246,049,525 and 221,049,525 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, 2013 and August 31, 2013 was $334,669 and $42,809, respectively.


	Derivative Liability at August 31, 2013	Re-Class from equity to derivative liability	Discount on debt with initial valuation	(Gain) Loss on Derivative for the Three Months Ended November 30, 2013	Settled to Additional Paid in Capital	Derivative Balances At November 30, 2013
Debentures	$ 875,303	$ ––	$ ––	$ 84,661	$ (768,109)	$ 191,855
Tainted Equity – Stock Payable	49,809	––	––	294,660	––	344,469
Tainted Equity – Warrants Outstanding	––	––	––	1		1
Total	$ 925,112	$ ––	$ ––	$ 379,322	$ (768,109)	$ 536,325

NOTE J – Commitments and Contingencies

The Company is aware of one lawsuit filed against its wholly-owned subsidiary Knightsbridge Corp. The case is pending in the Superior Court of the State of California. It was filed on October 4, 2012. It is probable that the Company will have to repay the fees given it for unperformed services in the amount of $52,800 and has therefore accrued this as a liability at November 30, 2013 and August 31, 2013.

The Company is aware of one lawsuit filed against it. The case is pending in the District Court of the State of Texas. It was filed on September 16, 2013. It is probable that the Company will have to pay the fees provided it for performed services in the amount of $567,639 and $573,538 and has therefore accrued this as a liability at November 30, 2013 and August 31, 2013.

- continued -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE K – Fair Value

The Company has categorized its assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP. All assets and liabilities are recorded at historical cost which approximates fair value, and therefore, no items were valued according to these inputs.

The levels of fair value hierarchy are as follows:

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. All assets and liabilities are at cost which approximates fair value and there are not items that were required to be valued on a non-recurring basis.

- continued -

GLOBAL EARTH ENERGY, INC.

(A Development Stage Company)

Wilmington, North Carolina

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE K – Fair Value - continued

The following liability was valued at fair value as of November 30, 2013 and August 31, 2013. No other items were valued at fair value on a recurring or non-recurring basis as of November 30, 2013 and August 31, 2013.


November 30, 2013		Fair Value Measurements Using
	Carrying
	Value	Level 1	Level 2	Level 3	Total
Derivative Liabilities	$ ––	$ ––	$ ––	$ 536,325	$ 536,325

Total		$ ––	$ ––	$ 536,325	$ 536,325


August 31, 2013		Fair Value Measurements Using
	Carrying
	Value	Level 1	Level 2	Level 3	Total
Derivative Liabilities	$ ––	$ ––	$ ––	$ 925,112	$ 925,112

Total		$ ––	$ ––	$ 925,112	$ 925,112

Note L ---Subsequent Events

Subsequent to November 30, 2013, the Company issued 186,000,000 shares of common stock bringing the total outstanding common stock to 1,991,790,034. The 186,000,000 shares issued consisted of 117,000,000 shares issued consultants of the Company for services rendered and 69,000,000 shares were issued to the Company’s attorney for services rendered.

Item 2.

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

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

Results of Operations

Three Months Ended May 31, 2013 Compared With Three Months Ended May 31, 2012.

Net Revenue for each of the three months ended May 31, 2013 and 2012, was $-0-. Net loss for the three months ended May 31, 2013, was $405,533 compared to net loss of $306,823 for the three months ended May 31, 2012.

Expenses have increased by $98,710 for the first three months of our current fiscal year from $306,823 for the three months ended May 31, 2012, to $405,533 for the three months ended May 31, 2013. The increase can be attributed to an increase in general and administrative expenses of $71,043 from $75,634 to $146,677. An increase in interest expense of $35,476 from $75,880 to $111,356 is due to the registrant having insufficient revenues and the amortization of debt discount. The registrant also had a decrease in gain on derivative of $7,809 from $7,809 gain on derivative to $-0-gain on derivative.

Nine Months Ended May 31, 2013 Compared With Nine Months Ended May31, 2012.

Net Revenue for each of the nine months ended May 31, 2013 and 2012, was $-0-. Net loss for the nine months ended May 31, 2013, was $2,580,225 compared to net loss of $869,147 for the nine months ended May 31, 2012.

Expenses have increased by $1,711,078 for the first nine months of our current fiscal year from $869,147 for the nine months ended May 31, 2012, to $2,580,225 for the nine months ended May 31, 2013. The increase can be attributed to an increase in compensation expense of $200,000 from $-0- to $200,000, a decrease in consulting fees of $135,245 from $577,745 to $442,500 and an increase in general and administrative expenses of $435,749 from $183,957 to $619,706. An increase in interest expense of $87,254 from $238,834 to $326,088 is due to the registrant having insufficient revenues and the amortization of debt discount. The registrant also had a decrease in gain on derivative of $213,570 from $131,389 gain on derivative to $82,181 loss on derivative and an increase in loss on debt modification of $909,750 from $-0- to $909,750.

Liquidity and Capital Resources

Our operations used approximately $74,395 in cash for the nine months ended May31, 2013. Cash required during the nine months ended May 31, 2013, came principally from cash proceeds from debt of $72,318 for the nine months ended May 31, 2013.

Our operations used approximately $81,196 in cash for the nine months ended May 31, 2012. Cash required during the nine months ended May 31, 2012 came principally from cash proceeds from issuance of debt of $71,750 for the nine months ended May 31, 2012.

Special Note Regarding Forward-Looking Statements

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

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

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

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

Our ability to fund our financing needs;

Competitive factors;

General economic conditions; and

Changes in our business plan and corporate strategies.

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

Results of Operations

Three Months Ended November 30, 2013 Compared With Three Months Ended November 30, 2012

Net Revenue for each of the three months ended November 30, 2013, and 2012, was $-0-. Net loss for the three months ended November 30, 2013, was $1,224,867 compared to net loss of $646,884 for the three months ended November 30, 2012

Expenses have increased by $577,983 for the first three months of our current fiscal year from $646,884 for the three months ended November 30, 2012, to $1,224,867 for the three months ended November 30, 2013. The increase can be attributed to a decrease in compensation expense of $200,000 from $200,000 to $-0-, an increase in consulting fees of $446,350 from $147,500 to $593,850 and an increase in general and administrative expenses of $9,102 from $119,224 to $128,326. An increase in interest expense of $109 from $97,979 to $98,088 is due to the registrant having insufficient revenues and the amortization of debt discount. The registrant also had an increase in loss on debt modifications of $25,281 from $-0- to $25,281 and an increase in loss on derivative of $297,141 from $82,181 to $379,322.

Liquidity and Capital Resources

Our operations used approximately $-0- in cash for the three months ended November 30, 2013. Payment of expenses requiring cash came from unrelated parties who paid the expenses on behalf of the company. Other expenses for the three months ended November 30, 2013 were paid with common stock.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4.

Controls and Procedures.

See Item 4(T) below.

Item 4(T).

Controls and Procedures.

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

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The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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

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

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

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

Evaluation of Disclosure and Controls and Procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. The evaluation was undertaken in consultation with our accounting personnel. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are currently ineffective. Each of the factors identified in the 10K/A filed with the Securities and Exchange Commission on February 13, 2013 ~~have~~remain ~~remained~~ unresolved and have been considered to be material weaknesses in our controls.

Changes in Internal Controls over Financial Reporting. There were no changes in the internal controls over our financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The matters that management identified in the 10K/A filed with the Securities and Exchange Commission on February 13, 2013, continue to be unresolved and still are considered material weaknesses in our internal control over financial reporting.

This report does not include an attestation report of the registrant’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this report.42

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PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

On September 249, ~~2012~~2013, athe ~~lawsuit~~law ~~styled~~firm ~~The~~of ~~Pelas~~Norman ~~Group, Inc~~T. ~~vs.~~Reynolds ~~Sydney~~filed ~~Harland,~~a ~~Knightsbridge~~lawsuit ~~Corporation,~~against ~~and~~ Global Earth Energy, Inc. ~~was filed~~ in the ~~Superior~~District Court offor ~~California~~Harris ~~in San Diego~~ County, ~~California, under Case No~~Texas. Norman ~~37-2012-00104417-CU-BC-CTL~~T. ~~The~~ ~~plaintiff~~Reynolds ~~claims~~Law ~~damages~~Firm ~~in excess of $40,000~~vs.00 asGlobal aEarth ~~result of an alleged breach of contract between the plaintiff and Knightsbridge Corporation~~Energy, ~~a wholly-owned subsidiary of the registrant~~Inc. ~~In addition~~, to151 ~~Knightsbridge~~Judicial District, ~~the~~Harris ~~plaintiff sued the registrant and Mr. Harland~~County, ~~the president and chief executive office of the registrant~~Texas, ~~even~~Cause ~~though neither the registrant nor Mr~~No. ~~Harland~~2013-54117 ~~was~~(September, ~~a party to the alleged contract~~2013). AsThe oflawsuit ~~the~~alleges ~~date~~that ~~of this report,~~ the ~~registrant~~Company isowes ~~not aware of any service of process on~~ the ~~registrant,~~Plaintiff Mr$657,178.25 ~~Harland~~for orlegal ~~Knightsbridge~~fees. ~~Consequently,~~The itCompany ishas ~~not~~filed ~~possible~~an ~~for~~Answer, ~~the~~denying ~~registrant to comment on~~ the ~~potential~~amount ~~outcome~~ of the ~~litigation. However,~~debt ~~the~~and ~~registrant~~it ~~shall~~intends to vigorously defend itself ~~against~~in ~~the claims of the plaintiff at the appropriate time. The registrant has accrued $52,800 related to~~ this ~~lawsuit as of May 31, 2013~~suit.

On September 24, 2012, a lawsuit styled The Pelas Group, Inc. vs. Sydney Harland, Knightsbridge Corporation, and Global Earth Energy, Inc. was filed in the Superior Court of California in San Diego County, California, under Case No. 37-2012-00104417-CU-BC-CTL. The Plaintiff claims damages in excess of $40,000.00 as a result of an alleged breach of contract between the Plaintiff and Knightsbridge Corporation, a wholly-owned subsidiary of the Company. In addition, to Knightsbridge, the Plaintiff sued the Company and Mr. Harland, the president and chief executive office of the Company, even though neither the Company nor Mr. Harland was a party to the alleged contract. A default judgment was entered in that suit against all the Defendants, including the Company, on November 28, 2012. The Company has accrued $52,800 related to this lawsuit as of May 31, 2013.

Item 1A.

Risk Factors.

Not applicable as a smaller reporting company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None that have not already been reported.

Item 3.

Defaults Upon Senior Securities.

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 5.

Other Information.

Not applicable.

Item 6.

Exhibits.

Exhibit No.	Identification of Exhibit
3.1**	Articles of Incorporation filed on April 11, 2000, filed as Exhibit 1 to the registrant’s Current Report on Form 10SB12G on August 15, 2000, Commission File Number 000-31343.
3.2**	Bylaws approved January 31, 1997, filed as Exhibit 2 to the registrant’s Current Report on Form 10SB12G on August 15, 2000, Commission File Number 000-31343.
3.3**	Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on February 5, 2008, filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K on April 4, 2008, Commission File Number 000-31343.
4.0**	Global Earth Energy, Inc. Amended and Restated Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of Nevada on January 31, 2011, filed as Exhibit 4.0 to the registrant’s Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.
10.1**	Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on December 2, 2010, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on December 3, 2010, Commission File Number 000-31343.
10.2**	Joint Venture Agreement dated January 10, 2011 between LifeCycle Investments, L.L.C. and Global Earth Energy, Inc., filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on January 12, 2011, Commission File Number 000-31343.

~~-35-~~ 43

3.3**	Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on February 5, 2008, filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K on April 4, 2008, Commission File Number 000-31343.
4.0**	Global Earth Energy, Inc. Amended and Restated Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of Nevada on January 31, 2011, filed as Exhibit 4.0 to the registrant’s Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.
10.1**	Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on December 2, 2010, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on December 3, 2010, Commission File Number 000-31343.
10.2**	Joint Venture Agreement dated January 10, 2011 between LifeCycle Investments, L.L.C. and Global Earth Energy, Inc., filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on January 12, 2011, Commission File Number 000-31343.
10.3**	Asher Enterprises Inc. Securities Purchase Agreement, executed on December 6, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.21 to the registrant’s Annual Report on Form 10-K/A on January 18, 2011, Commission File Number 000-31343.
10.4**	Asher Enterprises Inc. Convertible Promissory Note, executed on December 6, 2010, between Global Earth Energy, Inc. and Asher Enterprises, Inc., filed as Exhibit 10.22 to the registrant’s Annual Report on Form 10-K/A on January 18, 2011, Commission File Number 000-31343.
10.5**	Memorandum of Understanding dated January 26, 2011, between Global Earth Energy, Inc. and LB Tim Co., Ltd., a South Korean corporation, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.
10.6**	Consulting Agreement dated as of January 26, 2011 between Global Earth Energy, Inc. and Spiros Sinnis, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.
10.7**	Consulting Agreement dated as of January 26, 2011, between Global Earth Energy, Inc. and Andrew L. Madenberg, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on January 31, 2011, Commission File Number 000-31343.
10.8**	Joint Venture Agreement dated February 9, 2011, between Global Earth Energy, Inc. and GFC 2005, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 10, 2011, Commission File Number 000-31343.
10.9**	Memorandum of Understanding dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.
10.10**	Joint Venture Agreement dated February 22, 2011, between Global Earth Energy, Inc. and Innovated Concepts of Ethanol Corp., filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 22, 2011, Commission File Number 000-31343.
10.11**	Agreement for the Sale and Purchase of Coal dated February 22, 2011, between Global Earth Energy, Inc. and Wins International Co., Ltd., filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on February 23, 2011, Commission File Number 000-31343.
10.12**	Joint Venture Agreement dated February 24, 2011, between Global Earth Energy, Inc. and Biosynergies Lubbock, LLC, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on February 25, 2011, Commission File Number 000-31343.
10.13**	Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
10.14**	Regulations of Global Earth Natural Resources, L.L.C., dated May 23, 2011, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
10.15**	Firm Corporate Offer for International Coal Sales dated April 4, 2011 between Modern Coal, LLC, a Texas limited liability company, and Advent Enterprises Inc., filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
10.16**	Certificate of Formation of Global Earth Natural Resources, L.L.C., a Texas limited liability company, dated May 23, 2011, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
10.17**	Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
10.18**	Amendment to Memorandum of Understanding between Global Earth Energy, Inc. and L. B. Tim Co., Ltd., dated March 23, 2011, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.
10.19**	Termination notice with respect to the Bio Lubbock Joint Venture Agreement, received on March 29, 2011, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.
10.20**	Joint Venture Agreement dated April 7, 2011, between Global Earth Energy, Inc. and Modern Coal, LLC, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.

~~-36-~~ 44

10.18**	Amendment to Memorandum of Understanding between Global Earth Energy, Inc. and L. B. Tim Co., Ltd., dated March 23, 2011, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.
10.19**	Termination notice with respect to the Bio Lubbock Joint Venture Agreement, received on March 29, 2011, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.
10.20**	Joint Venture Agreement dated April 7, 2011, between Global Earth Energy, Inc. and Modern Coal, LLC, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.
10.21**	Management Agreement dated October 1, 2004, between the registrant and Betty Harland, filed as Exhibit 10.4 to the registrant’s Annual Report on Form 10-KSB on January 30, 2006, Commission File Number 000-31343.
10.22**	Employment Agreement dated August 25, 2007, between the registrant and Sydney A. Harland, filed as Exhibit 10.22 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.23**	Employment Agreement dated August 25, 2007, between the registrant and Edmund J. Gorman, filed as Exhibit 10.23 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.24**	Amended Management Agreement effective October 1, 2009, between the registrant and Betty Harland, filed as Exhibit 10.24 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.25**	Amended Employment Agreement effective August 25, 2009, between the registrant and Edmund J. Gorman, filed as Exhibit 10.25 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.26**	Amended Charter of the Audit Committee of Global Earth Energy, Inc., filed as Exhibit 10.26 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.27**	Amended Code of Business Conduct of Global Earth Energy, Inc., filed as Exhibit 10.27 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.28**	Amended Code of Ethics for Senior Executive Officers and Senior Financial Officers of Global Earth Energy, Inc., filed as Exhibit 10.28 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.29**	Amended Charter of the Compensation Committee of Global Earth Energy, Inc., filed as Exhibit 10.29 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.30**	Amended Corporate Governance Principles of the Board of Directors of Global Earth Energy, Inc., filed as Exhibit 10.30 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.31**	Amended Charter of the Executive Committee of the Board of Directors of Global Earth Energy, Inc. , filed as Exhibit 10.31 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.32**	Amended Charter of the Governance and Nominating Committee of Global Earth Energy, Inc., filed as Exhibit 10.32 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
10.33**	Amended Charter of the Governance and Nominating Committee of Global Earth Energy, Inc., filed as Exhibit 10.32 to the registrant’s Annual Report on Form 10-K/A, Amendment No. 2, on March 25, 2011, Commission File Number 000-31343.
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.

~~-37-~~45

10.37**	Joint Operating Agreement between Global Earth Energy, Inc. and Western Energy Group agreed to June 14, 2012, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.38**	Global Earth Energy, Inc. 2012 Options, Restricted Stock and Performance-Based Awards Stock Plan, adopted June 14, 2012, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.39**	Restricted Stock Award Agreement for Sydney A. Harland, executed June 14, 2012, filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.40**	Restricted Stock Award Agreement for Betty A. Harland, executed June 14, 2012, filed as Exhibit 10.5 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.41**	Restricted Stock Award Agreement for Edmund Gorman, executed June 14, 2012, filed as Exhibit 10.6 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.42**	Restricted Stock Award Agreement for Robert Glassen, executed June 14, 2012, filed as Exhibit 10.7 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.43**	Restricted Stock Award Agreement for Arthur N. Kelly, executed June 14, 2012, filed as Exhibit 10.8 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.44**	Restricted Stock Award Agreement for Richard Proulx, executed June 14, 2012, filed as Exhibit 10.9 to the registrant’s Current Report on Form 8-K on June 15, 2012, Commission File Number 000-31343.
10.45*	Warrant issued to Norman T. Reynolds, Esq. for 20,000,000 shares of the common stock of the registrant, dated December 27, 2012.
16.0**	Letter From Predecessor Independent Registered Public Accounting Firm, dated March 4, 2011, filed as Exhibit 16.0 to the registrant’s Current Report on Form 8-K/A on March 10, 2011, Commission File Number 000-31343.
31.1*	Amended Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2*	Amended Certification of Edmund J. Gorman, Chief Financial Officer and Principal Accounting Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*	Amended Certification of Sydney A. Harland, Chief Executive Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2*	Amended Certification of Edmund J. Gorman, Chief Financial Officer and Principal Accounting Officer of Global Earth Energy, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
99.1**	Press release issued on February 10, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and GFC 2005, dated February 9, 2011, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on February 10, 2011, Commission File Number 000-31343.
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 8-38K on April 8, 2011, Commission File Number 000-31343.

99.6**	Press release issued on May 20, 2011, with respect to Firm Corporate Offer for International Coal Sales dated April 4, 2011 between Modern Coal, LLC, a Texas limited liability company, and Advent Enterprises Inc., filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on May 24, 2011, Commission File Number 000-31343.
99.7**	Press release issued on March 21, 2011, with respect to the Amended Rescission of Plan and Agreement of Triangular Merger Between Global Earth Energy, Inc. and RCI Solar, Inc., executed on March 18, 2011, between Global Earth Energy, Inc., RCI Solar, Inc., and Melvin K. Dick, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on March 22, 2011, Commission File Number 000-31343.
99.8**	Press release issued on April 7, 2011, with respect to the Joint Venture Agreement between Global Earth Energy, Inc. and Modern Coal, LLC, dated April 7, 2011, filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K on April 8, 2011, Commission File Number 000-31343.

____________

*Filed herewith.

~~Filed~~**Previously ~~herewith~~filed.

**46

Previously filed.

SIGNATURES

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

GLOBAL EARTH ENERGY, INC.

Date: ~~July~~January 1820, ~~2013.~~2014

By /s/ Sydney A. Harland

Sydney A. Harland, Chief Executive Officer

By /s/ Edmund J. Gorman

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

Principal Accounting Officer

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

Signature	Title	Date
/s/ Sydney A. Harland	Chief Executive Officer and Director	July 18, 2013
/s/ Edmund J. Gorman	Chief Financial Officer, Principal Accounting Officer, and Director	July 18, 2013

Signature

~~-39-~~Title

Date

/s/ Sydney A. Harland

Chief Executive Officer and Director

January 20, 2014

/s/ Edmund J. Gorman

Chief Financial Officer, Principal

January 20, 2014

Accounting Officer, and Director

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