Global Earth Energy 10Q/A 2009 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

Amendment No. 1 to

FORM 10-Q

_______________

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

For the quarterly period ended February 28, 2009

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

GLOBAL EARTH ENERGY, INC.

(Exact name of registrant as specified in Charter)

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

534 Delaware Avenue, Suite 412

Buffalo, New York 14202

(Address of Principal Executive Offices)

_______________

(910) 616-0077

(Issuer Telephone number)

_____________

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

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

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

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

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

Yes o No x

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

Global Earth Energy, Inc.

FORM 10-Q

February 28, 2009

Table of Contents

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

PART I FINANCIAL INFORMATION

Item 1.		Financial Statements

		Consolidated Balance Sheets at February 28, 2009 (Unaudited) and August 31, 2008 (Restated)

		Consolidated Statements of Operations for the Three and Six Months Ended February 28, 2009 and February 29, 2008 (Unaudited) (Restated)

		Consolidated Statements of Cash Flows for the Six Months Ended February 28, 2009 and February 29, 2008 (Unaudited) (Restated)

		Notes to Consolidated Financial Statements

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

Item 3.		Quantitative and Qualitative Disclosures About Market Risk.

Item 4T.		Controls and Procedures.

PART II OTHER INFORMATION

Item 1.		Legal Proceedings.

Item 1A.		Risk Factors.

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

Item 3.		Defaults Upon Senior Securities.

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

Item 5.		Other Information.

Item 6.		Exhibits.

Signatures.

Part I Financial Information

Item 1. Financial Statements

GLOBAL EARTH ENERGY, INC.

(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)

(A NEVADA CORPORATION)

Buffalo, New York

FINANCIAL REPORTS

FEBRUARY 28, 2009

GLOBAL EARTH ENERGY, INC. (FORMERLY KNOWN AS GLOBAL WATAIRE INC.) (A NEVADA CORPORATION) Buffalo, New York

TABLE OF CONTENTS

Consolidated Balance Sheets at February 29, 2009 (Unaudited) and August 31, 2008 (Restated)	1

Consolidated Statements of Operations for the Three and Six Months Ended February 28, 2009 and February 29, 2008 (Unaudited) (Restated)	2

Consolidated Statements of Cash Flows for the Six Months Ended February 28, 2009 and February 29, 2008 (Unaudited) (Restated)	3

Notes to Consolidated Financial Statements	4 - 6

GLOBAL EARTH ENERGY, INC.
(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)
(A NEVADA CORPORATION)
Buffalo, New York

CONSOLIDATED BALANCE SHEETS

	Unaudited
	(Restated)			(Restated)
	February 28,			August 31,
	2009			2008

ASSETS
Current Assets
Cash and Cash Equivalents	$	263		$	1,009
Prepaid Expenses		8,000			––

Total Assets	$	8,263		$	1,009


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accrued Expenses	$	184,446		$	183,968
Accrued Compensation - Directors		1,345,264			976,811
Due to Directors		395,615			350,435

Total Liabilities		1,925,325			1,511,214

Stockholders' Deficit
Common Stock : $.001 Par; 800,000,000 Shares Authorized;
26,983,403 and 26,483,403 Issued and 23,983,403 and 23,483,403, Outstanding, Respectively		23,983			23,483

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

Preferred Stock, Class A: $.001 Par; 1,000,000 Shares Authorized;
66,000 and 100,000 Issued and Outstanding, respectively		66			66
Preferred Stock, Class B: $.001 Par; 5,000,000 Shares Authorized;
1,000,000 Issued and Outstanding		1,000			1,000
Preferred Stock, Class C: $.001 Par; 15,000,000 Shares
Authorized; -0- Issued and Outstanding		—			––
Preferred Stock, Class D: $.001 Par; 13,000,000 Shares
Authorized; -0- Issued and Outstanding		—			––

Additional Paid-In Capital		4,339,120			4,256,820
Accumulated Deficit		(6,278,231	)		(5,788,574	)
Treasury Stock – 3,000,000 Shares at $.001 Par		(3,000	)		(3,000	)

Total Stockholders' Deficit		(1,917,062	)		(1,510,205	)

Total Liabilities and Stockholders' Deficit	$	8,263		$	1,009

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

-1-

GLOBAL EARTH ENERGY, INC.
(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)
(A NEVADA CORPORATION)
Buffalo, New York


CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended						Six Months Ended
	(Restated)			(Restated)			(Restated)			(Restated)
	February 28,			February 29,			February 28,			February 29,
	2009			2008			2009			2008

Revenues, Net	$	—		$	—		$	—		$	—

Cost of Goods Sold		—			—			—			—

Gross Profit		—			—			—			—

Expenses
Compensation Expense – Stock Options		––			––			2,800			––
Consulting Fees		183,500			147,500			367,000			320,000
General and Administrative		23,138			30,963			47,595			87,812
Interest Expense		38,405			21,084			72,262			41,304

Total Expenses		245,043			199,547			489,657			449,116

Loss from Operations Before
Provision for Taxes		(245,043	)		(199,547	)		(489,657	)		(449,116	)

Provision for Taxes		—			—			—			—

Net Loss for the Period	$	(245,043	)	$	(199,547	)	$	(489,657	)	$	(449,116	)

Weighted Average Number of
Common Shares Outstanding -
Basic		23,983,403			23,448,791			23,983,403			22,995,087
Diluted		26,983,403			26,448,791			26,983,403			25,995,087
Net Loss Per Common Share -
Basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)

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

-2-

GLOBAL EARTH ENERGY, INC.
(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)
(A NEVADA CORPORATION)
Buffalo, New York


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	(Restated)			(Restated)
For the Six Months Ended February 28 and February 29,	2009			2008

Cash Flows from Operating Activities

Net Loss for the Period	$	(489,657	)	$	(449,116	)

Non-Cash Adjustments:
Interest on Loans		72,262			41,304
Common Stock Issued in Exchange for Services Rendered		80,000			––
Compensation Expense – Stock Options		2,800			––

Changes in Assets and Liabilities:
Prepaid Expenses		(8,000	)		––
Accounts Payable		––			5,199
Accrued Expenses		(5,301	)		13,621
Accrued Compensation - Directors		318,230			126,997

Net Cash Flows from Operating Activities		(29,666	)		(261,995	)

Cash Flows from Investing Activities		––			––

Cash Flows from Financing Activities
Cash Proceeds from Issuance of Regulation S Shares		––			153,982
Advances from (Repayment to)Directors - Net		28,920			(73,832	)

Net Cash Flows from Financing Activities		28,920			80,150

Net Change in Cash and Cash Equivalents		(746	)		(181,845	)

Cash and Cash Equivalents - Beginning of Period		1,009			197,593

Cash and Cash Equivalents - End of Period	$	263		$	15,748

Supplemental Disclosures
Interest Paid	$	—		$	—
Income Taxes Paid	$	—		$	—

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

-3-

GLOBAL EARTH ENERGY, INC.

(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)

(A NEVADA CORPORATION)

Buffalo, New York

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A-

Basis of Presentation

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

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

The Company has changed its primary business objective from advisory services to the biodiesel production industry. Consequently, the Company changed their name on February 5, 2008 to Global Earth Energy, Inc.

Principles of Consolidation

The consolidated financial statements include the accounts of Global Earth Energy, Inc., and its wholly owned subsidiary, Knightbridge Corp. (the “Company”). All significant intercompany balances have been eliminated in consolidation.

Note B-

Going Concern

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

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

-continued-

-4-

GLOBAL EARTH ENERGY, INC.

(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)

(A NEVADA CORPORATION)

Buffalo, New York

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note C-

Recently Issued Accounting Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, "Fair Value Measurements”. SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended August, 2009. The Company is currently evaluating the impact of SFAS 157 on its consolidated financial statements.

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

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended August, 2010. The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements but does not expect it to have a material effect.

-continued-

-5-

GLOBAL EARTH ENERGY, INC.

(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)

(A NEVADA CORPORATION)

Buffalo, New York

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note C-

Recently Issued Accounting Standards – continued

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

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 161, "Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended August, 2010. The Company is currently evaluating the impact of SFAS 161 on its consolidated financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 162, "The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its consolidated financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 163, "Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60" (“SFAS 163”). SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended August, 2010. The Company is currently evaluating the impact of SFAS 163 on its consolidated financial statements but does not expect it to have a material effect.

-continued-

-6-

GLOBAL EARTH ENERGY, INC.

(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)

(A NEVADA CORPORATION)

Buffalo, New York

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note D-

Share Activity

Stock Options

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, Share-Based Payment (“SFAS No. 123R”). SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.

The Company’s accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of EITF 96-18, “Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and EITF 00-18, “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or options or the fair value of the services, which ever is more readily determinable in accordance with SFAS 123(R).

On October 18, 2008 the Company approved the granting of stock options to its CFO of 40,000 Class A Preferred Stock Shares.

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

For the quarter ended November 30, 2008, $2,800 was expensed utilizing the Black-Scholes option pricing model. The following weighted-average assumptions were used for the grants issued:


	Divided Yield	0.00%

Expected Volatility

235.24%

Discounted Rate

3.91%

Option Life

10 Years

-continued-

-7-

GLOBAL EARTH ENERGY, INC.

(FORMERLY KNOWN AS GLOBAL WATAIRE INC.)

(A NEVADA CORPORATION)

Buffalo, New York

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Share Activity – continued

Common Stock

On September 25, 2008 a stockholder that is closely related to Betty-Ann and Sydney Harland received 400,000 shares of regulation 144 common stock. This stock was to reimburse the stockholder for 400,000 shares that he gave to the company on August 27, 2008 to pay the Company’s Consultant.

On August 31, 2008 the Company entered into an agreement with Larry Ricci (Contractor). Pursuant to the agreement the Contractor agrees to assist the Company in identifying and researching potential acquisitions for the Company’s subsidiary Knightbridge Corp. The term of the contract is for one year, expiring on August 31, 2009. In consideration for his services, the Contractor received 100,000 common shares on August 31, 2008.

Note E-

Restatement of Prior Quarter Financials

The financial statements included herein have been restated to correct an error in accounting for services rendered by a consultant during the the year ended August 31, 2008. A contract was entered into by the Company and the consultant during the quarter ended November 30, 2006. Services by the consultant were rendered but not accrued thereby causing accrued interest expense and the following restatements:

For August 31, 2008, accrued expenses increased by $30,448 from $153,520 to $183,968 resulting from an increase in accrued consulting expenses of $20,000 and accrued interest expense of $10,448. Accumulated deficit increased by $30,448 from $5,758,126 to $5,788,574 as a result of these increased accruals.

For the three months ended February 28, 2008, interest expense increased by $2,650, thereby increasing net loss for the quarter by $2,650 from $196,897 to $199,547.

For the three months ended February 29, 2009, interest expense increased by $2,926, thereby increasing net loss by $2,926 from $242,117 to $245,043.

For the six months ended February 28, 2008, consulting expense increased by $20,000 and interest expense increased by $5,007, thereby increasing net loss for the quarter by $25,007 from $424,109 to $449,116.

For the six months ended February 29, 2009, interest expense increased by $5,780, thereby increasing net loss by $5,780 from $483,877 to $489,657. Accumulated deficit increased by $5,780 from $6,272,451 to $6,278,231. Accrued expenses also increased by $5,780 from $178,666 to $184,446.

February 29, 2009 and February 28, 2008 were restated for the cumulative effect of the above items.

-8-

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

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

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

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

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

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

-9-

For the six months ended February 28, 2009 and February 29, 2008 the company had no sales. Net loss for the six months ended February 28, 2009 was $( 489,657 ) compared to the net loss of $( 449,116 ) for the six months ended February 29, 2008.

Expenses have increased by $ 45,496 for the second three months of our current fiscal year from $ 199,547 for the three months ended February 29, 2008 to $ 245,043 for the three months ended February 28, 2009. The increase can be attributed to , an increase in consulting fees of $36,000 from $147,500 to $183,500 and a decrease in general and administrative expenses of $7,825 from $ 30,963 to $23,138. An increase in interest expense of $ 17,321 from $ 21,084 to $ 38,405 is due to the company having no revenues.

Expenses have increased by $ 40,541 for the six months of our current fiscal year from $ 449,116 for the six months ended February 29, 2008 to $ 489,116 for the six months ended February 28, 2009. The increase can be attributed to an increase in consulting fees of $ 47,000 from $ 320,000 to $367,000 and a decrease in general and administrative expenses of $40,217 from $87,812 to $47,595. An increase in interest expense of $ 30,958 from $ 41,304 to $ 72,262 is due to the company having no revenues.

Going Concern

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

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

Liquidity and Capital Resources

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

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

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

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

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

-10-

Critical Accounting Policies

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

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

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

Recent Accounting Pronouncements

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

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

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

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

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

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

Off-Balance Sheet Arrangements

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

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Item 3. Quantitative and Qualitative Disclosures about Market Risks

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

Item 4T. Controls and Procedures

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

Management’s Report on Internal Controls over Financial Reporting

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

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

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

None

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

None.

Item 3. Defaults Upon Senior Securities.

None

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

None.

Item 5. Other Information.

None

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

(a) Exhibits

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

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

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

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

(b) Reports of Form 8-K

None.

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SIGNATURES

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

	Global Earth Energy, Inc.

Date: July , 2009	By:	/s/ Sydney A. Harland
		Sydney A. Harland
		Chief Executive Officer
		/s/ Edmund J. Gorman
		Edmund J. Gorman Chief Financial Officer

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Global Earth Energy (GEEG) Inactive 10-Q/A2009 Q2 Quarterly report (amended)