GLOBAL EARTH ENERGY, INC.

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 more shares of the Company’s common stock than before at 55 percent times the lowest trading price of the twenty trading days preceding the conversion date. The Company compared the value of the debt modified of $3,090 before and $28,371 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 note payable is convertible into common stock. Furthermore, at any time, the Company may pay the balance of the unconverted note payable in cash.

On May 22, 2014, the Company entered into a securities purchase agreement with Jones & Haley, PC for a $24222 convertible debenture bearing interest at 6% that is due on August 22, 2014.  The conversion price with this note had an embedded derivative liability due to the variability based on future market prices. As a result the derivative, the derivative was bifurcated and re-valued at market at issuance and at May 31, 2014.  The derivative was valued at $19,496 at issuance, during the period ended May 31, 2014 the derivative was amortized in the amount of $2,370 leaving a remaining debt discount of $17,126 at May 31, 2014, convertible note payable – related party at May 31, 2014 and August 31, 2013 consisted of $-0- and $3,090 due and payable to Robert Levitt.

Expenses have decreased by $117,907 for the first three months of our current fiscal year from $405,533 for the three months ended May 31, 2013, to $287,626 for the three months ended May 31, 2014.  The decrease can be attributed to a decrease in general and administrative expenses of $17,802 from $146,677 to $128,875 and an increase in interest expense of $47,337 from $111,356 to $158,693.  The registrant also had an increase in gain on derivative of $147,446 from $-0- gain on derivative to $147,446 gain on derivative.

Our operations used approximately $74,395 in cash for the nine months ended May 31, 2013. Cash required during the nine months ended May 31, 2013 came principally from cash proceeds from issuance of debt of $72,318 and advances from directors of $2,056 for the nine months ended May 31, 2013.