10-Q 1 v171154_10q.htm Unassociated Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
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 November 30, 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
 
 
Global Earth Energy, Inc.

FORM 10-Q
 
November 30, 2009
 
Table of Contents
 
 
 
   
Financial Statements
    
     
 
Notes to Consolidated Financial Statements
4
     
Management Discussion and Analysis of Financial Condition and Results of Operations.
10
     
Quantitative and Qualitative Disclosures About Market Risk.
13
     
Controls and Procedures.
13
   
 
     
Legal Proceedings.
14
     
Risk Factors.
14
     
Unregistered Sales of Equity Securities and Use of Proceeds.
15
     
Defaults Upon Senior Securities.
15
     
Submission of Matters to a Vote of Security Holders.
15
     
Other Information.
15
     
Exhibits.
15
   
16
 
 
 

 
 
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
AT
November 30, 2009


 
 

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

TABLE OF CONTENTS
 
   
Consolidated Balance Sheets at November 30, 2009 (Unaudited) and August 31, 2009
1
   
Consolidated Statements of Operations for the Three Months Ended November 30, 2009 and 2008 (Unaudited)
2
   
Consolidated Statements of Cash Flows for the Three Months Ended November 30, 2009 and 2008 (Unaudited)
3
   
Notes to Consolidated Financial Statements
4-9
 

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

CONSOLIDATED BALANCE SHEETS
   
(Unaudited)
       
   
November 30,
   
August 31,
 
    
2009
   
2009
 
             
ASSETS
           
Current Assets
           
Cash and Cash Equivalents
  $ 403     $ 13,897  
Prepaid Expenses
    170,375       ––  
                 
Total Assets
    170,778       13,897  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current Liabilities
               
Accrued Expenses
  $ 419,509     $ 316,312  
Accrued Compensation - Directors
    1,772,436       1,613,311  
Due to Directors
    378,220       369,961  
                 
Total Liabilities
    2,570,165       2,299,584  
                 
Stockholders' Deficit
               
Common Stock:  $.10 Par; 800,000,000 Shares Authorized;
               
   25,672,334 and 6,272,334 Issued and 25,642,334 and
   6,242,334, Outstanding, Respectively 5,000,000
   Shares Held in Escrow
    2,564,233       624,233  
                 
Common Stock, Class B:  $.001 Par; 50,000 Shares Authorized;
               
   -0- Issued and Outstanding
    ––       ––  
Preferred Stock, Class A:  $.001 Par; 1,000,000 Shares Authorized;
               
   30,000 and 96,000 Issued and Outstanding, respectively
    30       96  
                 
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;
               
   1,000,000 Issued and Outstanding
    1,000       1,000  
Preferred Stock, Class D:  $.001 Par; 13,000,000 Shares Authorized;
               
   -0- Issued and Outstanding
    ––       ––  
Additional Paid-In Capital
   
2,117,773
      3,892,458  
Accumulated Deficit
    (7,080,423 )     (6,801,474 )
Treasury Stock – 30,000 Shares at Cost
    (3,000 )     (3,000 )
                 
Total Stockholders' Deficit
    (2,399,387 )     (2,285,687 )
                 
Total Liabilities and Stockholders' Deficit
  $ 170,778     $ 13,897  

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
 
For the Three Months Ended November 30,
 
2009
   
2008
 
             
Revenues, Net
  $ 10,000     $  
                 
Cost of Goods Sold
           
                 
Gross Profit
    10,000       ––  
                 
Expenses
               
Consulting Fees
    212,525       186,300  
General and Administrative
    31,298       24,457  
Interest Expense
    45,126       33,857  
                 
Total Expenses
    288,949       244,614  
                 
Loss from Operations Before
               
Provision for Taxes
    (278,949 )     (244,614 )
                 
Provision for Taxes
           
                 
Net Loss for the Period
  $ (278,949 )   $ (244,614 )
                 
Weighted Average Number of
               
Common Shares Outstanding -
               
Basic and Diluted
    14,578,598       239,834  
                 
Net Loss Per Common Share -
               
Basic and Diluted
  $ (0.02 )   $ (1.02 )

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
 
 For the Three Months Ended November 30,
 
2009
   
2008
 
             
Cash Flows from Operating Activities
           
             
Net Loss for the Period
  $ (278,949 )   $ (244,614 )
                 
Non-Cash Adjustments:
               
Interest on Loans and Accrued Compensation
    45,126       33,857  
Common Stock Issued In Exchange for Services Rendered
    163,000       80,000  
Compensation Expense – Stock Options
          2,800  
Legal Expense – Stock Options
    2,250        
Common Stock Issued For Prepaid Expenses
    (170,375 )      
Changes in Assets and Liabilities:
               
Prepaid Expenses
          (44,000 )
Accounts Payable
           
Accrued Expenses
    66,165       (8,941 )
Accrued Compensation - Directors
    159,125       159,127  
                 
Net Cash Flows from Operating Activities
    (13,658 )     (21,771 )
                 
Cash Flows from Investing Activities
           
                 
Cash Flows from Financing Activities
               
Advances from Directors - Net
    164       21,025  
                 
Net Change in Cash and Cash Equivalents
    (13,494 )     (746 )
                 
Cash and Cash Equivalents - Beginning of Period
    13,897       1,009  
                 
Cash and Cash Equivalents - End of Period
  $ 403     $ 263  
                 
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 Renewable and Recoverable Energy Markets.  Consequently, the Company changed their name on February 5, 2008 to Global Earth Energy, Inc.

 
Principles of Consolidation
 
The consolidated financial statements include the accounts of Global Earth Energy, Inc., and its wholly owned subsidiary, Knightsbridge Corp. (the “Company”).  All significant intercompany balances have been eliminated in consolidation.
 
   Reclassifications
   Certain amounts in the prior year consolidated financial statements have been reclassified to conform with current year presentation.  The reclassifications made to the prior year have no impact on the net income (loss) or overall presentation of the consolidated financial statements.

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 $7,080,423 at November 30, 2009.

 
The Company’s continued existence is dependent upon its ability to raise capital or acquire a marketable company.  The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
 
- 4 -

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


Note C -
Recently Issued Accounting Standards
In September 2006, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 820 (Prior authoritative literature: FASB Statement 157, "Fair Value Measurements”).  FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  FASB ASC 820 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 FASB ASC 820 did not have a material effect on its consolidated financial statements.

In February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 825-10 (Prior authoritative literature: FASB Statement 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115”).  FASB ASC 825-10 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates.  FASB ASC 825-10 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 FASB ASC 825-10 did not have a material effect on its consolidated financial statements.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 810-10-65 (Prior authoritative literature:  FASB Statement 160, "Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”).  FASB ASC 810-10-65 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.  FASB ASC 810-10-65 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  As such, the Company was required to adopt these provisions at the beginning of the fiscal year ended August 31, 2009.  The adoption of FASB ASC 810-10-65 on its consolidated financial statements did not have a material effect.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 805 (Prior authoritative literature: FASB Statement 141(R), "Business Combinations”).  FASB ASC 805 establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and 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.  FASB ASC 805 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  As such, the Company was required to adopt these provisions at the beginning of the fiscal year ended August 31, 2009.  The adoption of FASB ASC 805 on its consolidated financial statements did not 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 March 2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 815-10 (Prior authoritative literature: FASB Statement 161, "Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”).  FASB ASC 815-10 requires enhanced disclosures about an entity’s derivative and hedging activities.  FASB ASC 815-10 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 was required to adopt these provisions at the beginning of the fiscal year ended August 31, 2009.  The adoption of FASB ASC 815-10 on its consolidated financial statements did not have a material effect.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 944 (Prior authoritative literature: FASB Statement 163, "Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60). FASB ASC 944 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.  FASB ASC 944 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 was required to adopt these provisions at the beginning of the fiscal year ended August 31, 2009.  The adoption of FASB ASC 944 on its consolidated financial statements did not have a material effect.

 In May 2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 855-10 (Prior authoritative literature: FASB Statement 165, "Subsequent Events”).  FASB ASC 855-10 establishes principles and requirements for subsequent events.  FASB ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009.  As such, the Company is required to adopt this standard in the current period.  Adoption of FASB ASC 855-10 did not have a significant effect on the Company’s consolidated financial statements.

In June 2009, the Financial Accounting Standards Board issued FASB ASC 105-10 (prior authoritative literature: FASB Statement No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). FASB ASC 105-10 replaces SFAS 162 and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  FASB ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  As such, the Company is not required to adopt this standard in the current period. The Company however, decided to apply the new pronouncement early. Adoption of FASB ASC 105-10 did not have a significant effect on the Company’s consolidated financial statements.

 
- 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 ASC 718 (prior authoritative literature, SFAS No. 123R, Share-Based Payment).  ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.  ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements.  That cost will be measured based on the fair value of the equity or liability instruments issued.

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

On October 18, 2008, Ed Gorman (member of the Board of Directors) was granted as compensation for services options to buy 40,000 shares of the Company’s common stock at the last quoted common stock offering price as of that day. A total of 40,000 options were granted at a price of $0.07.

On November 8, 2009, the Company’s attorney was granted as compensation for services options to buy 1,000,000 shares of the Company’s common stock at the last quoted common stock offering price as of that day. A total of 1,000,000 options were granted at a price of $0.027.
 
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, 2009 and 2008, $2,250 and $2,800 was expensed utilizing the Black-Scholes option pricing model, respectively.  The following weighted-average assumptions were used for the grants issued:

   
2009
   
2008
 
             
Dividend Yield
    0.00 %     0.00 %
                 
Expected Volatility
    305.88 %     235.24 %
                 
Discount Rate
    2.31 %     3.91 %
                 
Option Life
 
5 Years
   
10 Years
 
 
 
- 7 -

 

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 – continued
Stock Options
The weighted average fair value of options granted was 1,000,000 and 40,000 with an aggregate value of $27,000 and $2,800, for the years ended November 30, 2009 and 2008, respectively.  There were no dividends.
                   
                   
November 30,
 
Shares Under
Option
   
Weighted
Average
Exercise
Price
   
Exercisable
 
                   
2008
                 
Options Granted
    40,000     $ 0.07       40,000  
Options Exercised
    ––       ––       ––  
Options Forfeited
    ––       ––       ––  
                         
2009
                       
Options Granted
    1,000,000     $ 0.027       1,000,000  
Options Exercised
    ––       ––       ––  
Options Forfeited
    ––       ––       ––  

    As of November 30, 2009, the unrecognized compensation cost related to non-vested share based compensation agreements grated under the plan was approximately $24,750. These costs are expected to be recognized by the third quarter of 2010.

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 October 5, 2009 Betty-Ann Harland converted 66,000 Preferred Class A shares to 13,200,000 common shares.

On October 16, 2009, 5,000,000 shares of common stock of the Company were put into escrow in anticipation for a Regulation S equity offering on the Berlin Stock Exchange.

On November 3, 2009 the Company entered into an agreement with Brett Gold (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in evaluating various business strategies, recommending changes where appropriate and also critically evaluating the Company’s performance in view of its corporate planning and business objectives. The term of the contract is for one year, expiring on October 31, 2010.  However, if the Company does not cancel the contract during the term, the contract will automatically extend for three months.  In consideration for his services, the Contractor received 1,000,000 common shares on November 30, 2009.

On November 3, 2009 the Company entered into an agreement with Geoffrey Eiten (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in evaluating various business strategies, recommending changes where appropriate and also critically evaluating the Company’s performance in view of its corporate planning and business objectives. The term of the contract is for one year, expiring on October 31, 2010.  However, if the Company does not cancel the contract during the term, the contract will automatically extend for three months.  In consideration for his services, the Contractor received 1,000,000 common shares on November 30, 2009.

On November 6, 2009 the Company entered into an agreement with Warwick Tranter (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in potential purchase of recovery oil and gas wells in Alberta, Canada.  The term of the contract is for one year, expiring on November 6, 2010.  In consideration for his services, the Contractor will received 1,000,000 common shares
 
On November 8, 2009 the Company entered into an agreement with Weed & Co. LLP (Contractor).  Pursuant to the agreement the Contractor agrees to act as legal counsel and provide legal services as related to SEC compliance. The term of the contract is for one year, expiring on November 30, 2010.  In consideration for their services, the Contractor received 1,200,000 common shares on November 30, 2009.  The Contractor also was granted options to purchase 1,000,000 shares of common stock at $0.027 per share of which $2,250 was expensed at November 30, 2009.  Further, every six months following the date of the contract the Contractor is granted options to purchase an additional 500,000 shares.
 
- continued -

 
- 8 -

 

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 – continued
Common Stock
On November 12, 2009 the Company entered into an agreement with a stockholder that is closely related to Betty-Ann and Sydney Harland, Michael Harland (Contractor).  Pursuant to the agreement the Contractor agrees to assist the Company in identifying and researching potential acquisitions for the Company’s subsidiary Knightsbridge Corp.  The term of the contract is for one year, expiring on November 12, 2010.  In consideration for his services, the Contractor received 1,000,000 common shares on November 30, 2009.

On November 25, 2009 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.  The term of the contract is for one year, expiring on November 25, 2010.  In consideration for his services, the Contractor received 2,000,000 common shares on November 30, 2009.

Note E - 
Legal Proceeding
On October 17, 2008 a default judgment was entered against the Company.  The judgment was entered in the District Court of Harris County, Texas for the Plaintiff Norman T. Reynolds against Global Wataire, Inc. for the sum of $77,816 in principal.  The Company also had a receivable from the Plaintiff in the amount of $61,750 which has been netted against the Plaintiff’s claim of payable. Accrued expenses to the Plaintiff at November 30, 2009 amount to $7,316 The Company believes this judgment was not properly obtained and, therefore, intends to vigorously defend itself against it.

Note F - 
Subsequent Events
 
The financial statements have not been updated for subsequent events occurring after January 14, 2010, the date these financial statements were available to be issued.

 
- 9 -

 

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 November 30, 2009 the company had $10,000 in sales compared to November 30, 2008 when the company had no sales.  Net loss for the three months ended November 30, 2009 was $(278,949 ) compared to the net loss of $(244,614) for the three months ended November 30, 2008.
 
Expenses have increased by $ 44,335 for the first three months of our current fiscal year from $244,614 for the three months ended November 30, 2008 to $288,949 for the three months ended November 30, 2009. The increase can be attributed to , an increase in consulting fees of $26,225 from $186,300 to $212,525 and an increase in general and administrative expenses of $6,841 from $24,457 to $31,298. An increase in interest expense of $11,269 from $33,857 to $45,126 is due to the company having insufficient 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 $7,080,423 at November 30, 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 $13,658 in cash for the three months ended November 30, 2009. Cash required during the three months ended November 30, 2009 came principally from revenues of $10,000 for the three months ended November 30, 2009 and cash reserves of $13,897.

 
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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.

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
 
 
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Recent Accounting Pronouncements
 
In September 2006, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 820 (Prior authoritative literature: FASB Statement 157, "Fair Value Measurements”).  FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  FASB ASC 820 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 FASB ASC 820 did not have a material effect on its consolidated financial statements.

In February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 825-10 (Prior authoritative literature: FASB Statement 159, "The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115”).  FASB ASC 825-10 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates.  FASB ASC 825-10 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 FASB ASC 825-10 did not have a material effect on its consolidated financial statements.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 810-10-65 (Prior authoritative literature:  FASB Statement 160, "Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”).  FASB ASC 810-10-65 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.  FASB ASC 810-10-65 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  As such, the Company was required to adopt these provisions at the beginning of the fiscal year ended August 31, 2009.  The adoption of FASB ASC 810-10-65 on its consolidated financial statements did not have a material effect.

 In December 2007, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 805 (Prior authoritative literature: FASB Statement 141(R), "Business Combinations”).  FASB ASC 805 establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and 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.  FASB ASC 805 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  As such, the Company was required to adopt these provisions at the beginning of the fiscal year ended August 31, 2009.  The adoption of FASB ASC 805 on its consolidated financial statements did not have a material effect.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 815-10 (Prior authoritative literature: FASB Statement 161, "Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”).  FASB ASC 815-10 requires enhanced disclosures about an entity’s derivative and hedging activities.  FASB ASC 815-10 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 was required to adopt these provisions at the beginning of the fiscal year ended August 31, 2009.  The adoption of FASB ASC 815-10 on its consolidated financial statements did not have a material effect.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 944 (Prior authoritative literature: FASB Statement 163, "Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60). FASB ASC 944 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. FASB ASC 944 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 was required to adopt these provisions at the beginning of the fiscal year ended August 31, 2009.  The adoption of FASB ASC 944 on its consolidated financial statements did not have a material effect.

 
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 In May 2009, the Financial Accounting Standards Board (“FASB”) issued FASB ASC 855-10 (Prior authoritative literature: FASB Statement 165, "Subsequent Events”).  FASB ASC 855-10 establishes principles and requirements for subsequent events.  FASB ASC 855-10 is effective for interim or annual financial periods ending after June 15, 2009.  As such, the Company is required to adopt this standard in the current period.  Adoption of FASB ASC 855-10 did not have a significant effect on the Company’s consolidated financial statements.

In June 2009, the Financial Accounting Standards Board issued FASB ASC 105-10 (prior authoritative literature: FASB Statement No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). FASB ASC 105-10 replaces SFAS 162 and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  FASB ASC 105-10 is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  As such, the Company is not required to adopt this standard in the current period. Adoption of FASB ASC 105-10 did not have a significant effect on the Company’s consolidated financial statements.

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).
 
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 November 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
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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 November 30, 2009.
 
PART II - OTHER INFORMATION

Item 1.        Legal Proceedings.
 
On October 17, 2008 a default judgment was entered against the Company.  The judgment was entered in the District Court of Harris County, Texas for the Plaintiff Norman T. Reynolds against Global Wataire, Inc. for the sum of $77,815.68 in principal.  However, the Company believes this judgment was not properly obtained and, therefore, intends to vigorously defend itself against it.
 
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: January 12, 2010
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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