SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 3)

(Mark One)

[ X ]

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED AUGUST 31, 2010.

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ________

Commission File No. 000-31343

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

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

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

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

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

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:

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on August 31, 2010 (based on the closing sale price of $0.024 per share of the registrant’s common stock, as reported on Over-The-Counter Bulletin Board on that date) was approximately $1,040,276.  Common stock held by each officer and director and by each person known to the registrant to own 5% or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  At December 15, 2010, the registrant had outstanding 121,594,800 shares of common stock, par value $0.001 per share.

Table of Contents

Item 1.

Business.

1

Item 1A.

Risk Factors.

1

Item 1B.

Unresolved Staff Comments.

2

Item 2.

Properties.

2

Item 3.

Legal Proceedings.

2

Item 4.

(Removed and Reserved).

2

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities.

2

Item 6.

Selected Financial Data.

2

Item 7.

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

2

Item 9.

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

2

Item 9A.

Controls and Procedures.

2

Item 9A(T).

Controls and Procedures.

2

Item 9b.

Other Information.

4

Item 10.

Directors, Executive Officers and Corporate Governance.

4

Item 11.

Executive Compensation.

4

Item 12.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

4

Item 13.

Certain Relationships and Related Transactions and Director Independence.

4

Item 14.

Principal Accounting Fees and Services.

4

Item 15.

Exhibits, Financial Statement Schedules.

4

EXPLANATORY NOTE

On December 15, 2010, we filed with the Securities and Exchange Commission our Annual Report on Form 10-K for the annual period ended August 31, 2010.  On January 18, 2011, we filed with the Securities and Exchange Commission Form 10-K/A, Amendment No. 1, to our Annual Report on Form 10-K for the annual period ended August 31, 2010.  On April 28, 2011, we filed with the Securities and Exchange Commission Form 10-K/A, Amendment No. 2, to our Annual Report on Form 10-K for the annual period ended August 31, 2010.  This Amendment No. 3 to our Annual Report on Form 10-K is being filed in response to changes requested by the SEC to correct information for Item 9A(T), “Controls and Procedures” of Form 10-K/A filed March 25, 2011.

The filing of this Form 10-K/A, Amendment No. 3, is not an admission that our Form 10-K for the year ended August 31, 2010, or Form 10-K/A, Amendment No. 1, to our Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on January 18, 2011, or Form 10-K/A, Amendment No. 2, to our Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on March 25, 2011, when filed, knowingly included any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading.

Except as described herein, no other changes have been made to our Annual Report on Form 10-K filed December 15, 2010 or our Amendment No. 1 to our Form 10-K/A filed on January 18, 2011, or Form 10-K/A, Amendment No. 2, to our Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on March 25, 2011.  We have not updated the disclosures in this Form 10-K/A, Amendment No. 3, to speak as of a later date or to reflect events which occurred at a later date, except as noted.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

PART I

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

Item 1.

Business.

Incorporated by reference from the registrant’s report on Form 10-K dated December 15, 2010.

Item 1A.

Risk Factors.

Not applicable.

1

Item 1B.

Unresolved Staff Comments.

Incorporated by reference from the registrant’s report on Form 10-K dated December 15, 2010.

Item 2.

Properties.

Incorporated by reference from the registrant’s report on Form 10-K dated December 15, 2010.

Item 3.

Legal Proceedings.

Incorporated by reference from the registrant’s report on Form 10-K dated December 15, 2010.

Item 4.

(Removed and Reserved).

Not applicable.

PART II

Item 5.

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

Incorporated by reference from the registrant’s report on Form 10-K dated December 15, 2010.

Item 6.

Selected Financial Data.

Not applicable.

Item 7.

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

Incorporated by reference from the registrant’s Form 10-K/A, Amendment No. 2, to the registrant’s Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on March 25, 2011.

Item 8.

Financial Statements and Supplementary Data.

Incorporated by reference from the registrant's Form 10-K/A, Amendment No. 2, to the registrant's Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on March 25, 2011.

Item 9.

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

Incorporated by reference from the registrant’s report on Form 10-K dated December 15, 2010.

Item 9A.

Controls and Procedures.

See Item 9A(T) below.

Item 9A(T).

Controls and Procedures.

Evaluation of Disclosure and Controls and Procedures.  We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)).  Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period ended August 31, 2010, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

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.

2

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.

Management’s Annual Report on Internal Control over Financial Reporting.  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.

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 our assets;

·

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 assessed the effectiveness of our internal control over financial reporting as of August 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on this assessment, management identified the following conditions that indicated that our internal control over financial reporting and our disclosure controls and procedures were not effective:

·

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

·

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

Changes in Internal Control Over Financial Reporting.  There have been no changes in the registrant’s internal control over financial reporting through the date of this report or during the period ended August 31, 2010, that materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Independent Registered Accountant’s Internal Control Attestation.  This annual 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 annual report.

3

Remediation plans for material weaknesses over internal controls.  Our plans to mitigate material weaknesses in disclosure controls and procedures for future filings will be dependent on our ability to obtain adequate financing to fund development of our financial reporting infrastructure.  At this time it is not cost beneficial for us to utilize capital to focus on mitigating financial reporting weaknesses; however, we expect to implement a plan for remediation of these deficiencies when sufficient funding to implement such a plan is available.

Item 9b.

Other Information.

Incorporated by reference from the registrant’s report on Form 10-K dated December 15, 2010.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Incorporated by reference from the registrant’s Form 10-K/A, Amendment No. 2, to the registrant’s Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on March 25, 2011.

Item 11.

Executive Compensation.

Incorporated by reference from the registrant’s Form 10-K/A, Amendment No. 2, to the registrant’s Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on March 25, 2011.

Item 12.

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

Incorporated by reference from the registrant’s Form 10-K/A, Amendment No. 2, to the registrant’s Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on March 25, 2011.

Item 13.

Certain Relationships and Related Transactions and Director Independence.

Incorporated by reference from the registrant’s Form 10-K/A, Amendment No. 2, to the registrant’s Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on March 25, 2011.

Item 14.

Principal Accounting Fees and Services.

Incorporated by reference from the registrant’s report on Form 10-K dated December 15, 2010.

PART IV

Item 15.

Exhibits, Financial Statement Schedules.

(a)

(a) All financial statements referred to in Item 8 of this report are Incorporated by reference from the registrant's Form 10-K/A, Amendment No. 2, to the registrant's Annual Report on Form 10-K for the annual period ended August 31, 2010 filed on March 25, 2011.

(b)

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

(c)

The following exhibits are attached to this report:

4

5

6

____________

*Filed herewith.

**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 report to be signed on its behalf by the undersigned, thereunto duly authorized.

GLOBAL EARTH ENERGY, INC.

Date: April 28, 2011.

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

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.

7