UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549








Form
10-K








xANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934


For
the fiscal year ended December 31,
2008





 ̈  TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





Commission File number 000-49679





GLOBAL
ENTERTAINMENT HOLDINGS, INC. (f/k/a LitFunding Corp.)


(Name
of small business issuer in its charter)





Nevada
                93-1221399(State
      or other jurisdiction of incorporation or organization)
                (I.R.S.
      Employer Identification
No.)




2375
      E. Tropicana Ave., Suite 8-259Las
      Vegas, Nevada
                89119(Address
      of principal executive offices)
                (Zip
      Code)




Issuer's Telephone
  Number(702)
      451-6297




Securities
registered under Section 12(b) of the Exchange Act:  None





Securities
registered under Section 12(g) of the Exchange Act:


Common
Stock, $0.001 par value


(Title if
Class)




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




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes r 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 shorter period that the registrant as required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.Yes x No r




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. r




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




Large
      accelerated
      filer           r
            Accelerated
      filer      
                     rNon-accelerated
      filer             r
            Smaller
      reporting company  x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act) YesrNo x




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates (5,772,656 shares) computed by reference to the average bid and
ask price as of March 31, 2009, was approximately $346,359, based on an averaged
share value of $0.06.




The
number of shares of Common Stock, $0.001 par value, outstanding on March 31,
2009, was 11,812,844.





Table of Contents





GLOBALENTERTAINMENT HOLDINGS, INC.


For
the Fiscal Year Ended


December
31, 2008





Index
to Report


on
Form 10-K








PART
      I
                
                PageItem
      1.
                Description of Business
                3Item
      1A.
                Risk Factors
                7Item
      2.
                PropertiesItem
      3.
                Legal Proceedings
                7Item
      4.
                Submission of Matters to a Vote of Security
      Holders
                7PART
      IIItem
      5.
                Market for Common Equity and Related Stockholder
      Matters
                7Item
      6.
                Selected Financial Data
                8Item
      7.
                Management’s
      Discussion and Analysis of Financial Condition andResults
      of Operations
                11Item
      7A.
                Quantitative and Qualitative Disclosures About Market
      RiskItem
      8.
                Financial Statements and Supplementary Data
                F-1Item
      9.
                Changes
      in and Disagreements With Accountants on Accounting andFinancial
      Disclosure
                20Item
      9A.
                Controls and Procedures
                11Item
      9B.
                Other Information
                12PART
      IIIItem
      10.
                Directors, Executive Officers and Corporate
      Governance
                12Item
      11.
                Executive Compensation
                14Item
      12.
                Security
      Ownership of Certain Beneficial Owners andManagement
      and Related Stockholder Matters
                16Item
      13.
                Certain Relationships and Related Transactions, and Director
      Independence
                17Item
      14.
                Principal Accounting Fees and Services
                17Item
      15
                Exhibits, Financial Statements and
Schedules
                18








Table of Contents




FORWARD-LOOKING
STATEMENTS








This
Annual Report on Form 10-K includes certain forward-looking statements as
defined within Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, relating to
revenue, revenue composition, earnings, projected plans, performance, contract
procurement, procurement of capital, demand trends, future expense levels, gross
margins and the level of expected capital expenditures.  Such
forward-looking statements are based on the beliefs of, estimates made by, and
information currently available to the management of the Company, as well as the
management of its subsidiaries, and are subject to certain risks, uncertainties
and assumptions.  Any statements contained herein (including without
limitation statements to the effect that the Company or management "estimates,"
"expects," "anticipates," "plans," "believes," "projects," "continues," "may,"
"will," "could," or "would" or statements concerning "potential" or
"opportunity" or variations thereof or comparable terminology or the negative
thereof) that are not statements of historical fact should be construed as
forward-looking statements.  The actual results that may be achieved
by the Company may vary materially from those expected or anticipated in these
forward-looking statements.  The realization of any results described
by such forward-looking statements may be significantly affected by certain
unanticipated factors, including those discussed in "Risk Factors," under
Item 1A, and in "Management's Discussion and Analysis of Financial
Condition and Results of Operations," under Item 7.  Because of these
factors and other uncertainties that may affect the Company’s operating results,
past performance should not be considered as an indicator of future performance,
and investors should not use historical results to anticipate results or trends
in future periods.  The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking statements that
may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of any unanticipated events.  Readers should
carefully review the risk factors described in this and other documents that the
Company files from time to time with the Securities and Exchange Commission
("SEC"), including subsequent Current Reports on Form 8-K, Quarterly
Reports on Form 10-Q and Annual Reports on Form 10-K.





HOW
TO OBTAIN COMPANY REPORTS FILED WITH THE SEC




All
reports filed with the SEC by Global Entertainment Holdings, Inc. are available
free of charge via EDGAR through the SEC website at www.sec.gov.  In
addition, the public may read and copy materials filed with the SEC by the
Company at the SEC's public reference room located at 450 Fifth Street,
N.W., Washington, D.C.  20549.  Upon written request, the
Company will provide investors with copies of its Forms 8-K, 10-Q and
10-K.  Additionally, the Company plans to make all such reports
available through its website at: www.globaluniversal.com, as soon as reasonably
practicable.





Throughout
this Annual Report references to “we”, “our”, “us”, “Global Entertainment”, “the
Company”, and similar terms refer to Global Entertainment Holdings,
Inc.  Corp.







3
 Table of Contents





PART
I








Item1.    Description of Business





(a)           General





In
December of 2007, the Company effected a one-for-ten reverse split of the
outstanding common stock and changed the Company name to Global Entertainment
Holdings, Inc. (the “Company”), to better reflect the new direction and focus of
the Company.  The Company is presently conducting its business through
its affiliate, Global Universal Pictures, for films produced in Canada, and its
wholly-owned subsidiaries, Global Universal Entertainment, Inc., for film
production in the U.S., and Global Universal Film Group, Inc., for its
distribution and sales activities.  Global Universal Entertainment was
formally an inactive subsidiary called Easy Money Express, which had no activity
or operations prior to the change of name. Hereinafter, the Company, together
with its subsidiaries and Canadian affiliate are sometimes, collectively
referred to as “Global Universal.”




The
Company was originally incorporated under the name of RP Entertainment, Inc. in
the State of Nevada on July 11, 1996, and changed its name to LitFunding Corp.
in February of 2003, as the result of a reverse merger with California
LitFunding, Inc., a private, California corporation.  On March 22,
2004, LitFunding USA was formed to serve as the operating entity and carry on
the business previously conducted through California LitFunding.





Prior to
December of 2007, the Company was in the business of investing in litigation
recoveries and pursuing other financial business models. The Company raised and
advanced capital to various law firms pursuant to “Settlement
Agreements”.  These Settlement Agreements provide that the funds
advanced were to be repaid to the Company, plus a fee, when the lawsuits
referenced in the agreement ultimately settle. The amount of the fee payable on
the funds advanced depended upon the length of time the funds were outstanding
up to a fixed limit.  Pursuant to the terms of the Settlement
Agreements, the contractual right to payment was limited to the funds ultimately
paid to the law firm from the specified lawsuit, or lawsuits, in which the funds
were invested.  This business was conducted through the wholly-owned
subsidiary, LitFunding USA and its six, wholly-owned limited liability
companies.  This business was sold by the Company in March of
2008.





In the
first quarter of 2006, the Company acquired two wholly-owned subsidiaries, Easy
Money Express, a recently formed entity that planned to develop an
internet-based, consumer loan company, and Global Universal Film Group, Inc.
(“GUFG”), an early stage developer, producer and distributor of “niche” films,
related books, and music rights. Easy Money Express was renamed Global Universal
Entertainment, Inc. and plans to commence film production activities during the
second quarter of 2009. The former management of LitFunding Corp. had planned to
develop Easy Money Express as its core business, and to spin-off GUFG as a
separately traded, public corporation.  However, these plans did not
come to fruition, and GUFG remains a wholly-owned subsidiary.





In March
2007, the Company entered into a stock purchase agreement with Rochester Capital
Partners, LP. (RCP), a limited partnership controlled by our present Chief
Executive Officer (Gary Rasmussen) as its General Partner, whereby the Company
issued four million (4,000,000) shares of treasury stock to RCP for
consideration of $250,000. In addition, RCP purchased one million, one
hundred thousand (1,100,000) shares directly from Morton Reed, our former
Chief Executive Officer, at a price of $65,000. This Transaction was unanimously
approved by the Board of Directors at a meeting held on February 22,
2007.  However, in November, 2008, the Company’s Board of Directors
authorized the issuance of an additional ten million shares of common stock to
RCP to compensate RCP for a diminution in value of the receivable amounts
represented by LitFunding’s prior management, as an adjustment, post closing, to
the stock purchase transaction between LitFunding and RCP.  Further
information on this transaction is available in the Company report on Form 8-K,
filed with the SEC on March 7, 2007.




On August
31, 2007, Morton Reed, CEO, President and Chairman of the Board resigned for
health reasons. He was replaced in September of 2007 by Gary Rasmussen, who,
upon taking an active role, commenced in restructuring the Company and
developing its new core business of film production, conducted primarily through
its subsidiary companies.




(b)           Our Primary
Business





Global
Entertainment Holdings, through its wholly owned subsidiary companies of Global
Universal Entertainment (“GUE”) and Global Universal Film Group (“GUFG”), as
well as its 30% owned, Canadian affiliate Global Universal Pictures (“GUP”),
plans to develop the business of producing and marketing low-budget, genre
pictures with recognizable, name talent.  The Company’s management
believes investment risk can be significantly reduced by utilizing Canadian,
U.S. and other major countries Governmental and territorial tax incentives to
cover up to 40%, or more, of each film’s budget. Additional coverage of about
25%, or more, of a film’s budget can be derived from distributor financing, or
pre-selling either foreign or U.S. rights to a film.  The balance of
each film’s budgeted cost will be obtained from private investment of debt,
equity or “gap” financing, or a combination of such items.  Management
intends to retain revenues generated from a significant ongoing, equity
percentage of each film to provide cash flow for operating expenses and to
maximize long-term growth for the Company and its shareholders.








4
 Table of Contents




OVERVIEW





We are
committed to the development and production of commercially salable
feature-length motion pictures having budgets of up to $5 million, but which
have enduring value in all media.  We anticipate not only producing
motion pictures, but also acquiring the film asset to build a library and
capitalizing on other marketing opportunities associated with the motion
picture.





We do not
currently have sufficient capital to independently finance our own
productions.  We intend to rely on outside sources of financing,
coupled with tax incentives and distributor involvement for all of our film
production activities.  We plan to use most of our available resources
to develop our “in-house” library of scripts and to conduct pre-production and
marketing activities designed to attract sources of film financing.





We intend
to rely on our management’s access to and extensive relationships with, creative
talent, including writers, actors and directors, as well as distributors and
other movie industry contacts to assist in developing our film
projects.





We plan
to employ a flexible strategy in developing, financing and producing our motion
picture and film properties.  We expect to combine our own capital and
financial resources with tax incentives and distributor advances to develop a
project to the point where it is ready to go into production.  For
each motion picture, we will assemble a business plan for presentation to
prospective investors and financiers, consisting of the screenplay, a budget,
shooting schedule and the commitment by a recognizable actor or
director.





We
believe that we should be able to secure recognizable talent based on the
attractiveness of the screenplay, but we may also offer, as an added incentive,
grants of our stock or options to acquire our stock.  We will then
endeavor to secure the financing to produce the movie and make it available for
distribution. The financing may come from federal and provincial
governments in the form of tax incentives, financial institutions for
production loans, lenders with profit participation, advances or pre-sales from
distribution companies, accredited investors or a combination of these outside
sources.





Motion
picture revenue is derived from the worldwide licensing of a film to several
distinct markets, each having its own distribution network and potential for
profit.  The selection of the distributor for each of our feature
films will depend upon a number of factors.  Our most basic criterion
is whether the distributor has the ability to achieve a high level of sales on
satisfactory terms, as well as when and in what amount the distributor will make
advances to us.  We will also consider the amount and manner of
computing distribution fees and the extent to which the distributor will
guarantee certain print, advertising and promotional expenditures.  We
will not attempt to obtain financing for the production of a particular film
unless we believe that adequate distribution arrangements for the film can be
made.





No
assurance can be given that our motion pictures, if produced, will be
distributed and, if distributed, will return our initial investment or make a
profit.  To achieve the goal of producing profitable feature films, we
plan to be extremely selective in our choice of literary properties and exercise
a high degree of control over the cost of production.  Although we
plan to finance our films in a manner designed to help cover our entire
production costs, we will also endeavor to produce films that will exhibit
consumer appeal to help support a theatrical release and drive cable and DVD
sales. By keeping strict control of our production costs and capitalizing on the
cost advantages of back-to-back production, we will strive for consistent and
profitable returns on our investment in films.





Feature
Film Production





Essential
to our success will be the production of high quality films having budgets of $5
million or less that have the potential to be profitable.  We will not
engage in the production of X-rated material.  We plan to make motion
pictures that appeal to the tastes of the vast majority of the movie-going
public.





The low
budgets within which we intend to operate will serve the dual purpose of being
low enough to limit our downside exposure and high enough to pay for a feature
film with accomplished actors or directors that appeal to the major
markets.  The market pull of the talent to be used must justify their
fees by helping to attract advances.  Our budgets must remain small
enough so that a large percentage of our capital is not put at
risk.  We intend to produce projects with built-in break-even levels
that can be reached with ancillary and foreign distribution
revenue.  If the movie crosses-over into a wide national distribution
release, we can potentially generate a large profit because our share is not
limited as with ancillary and foreign revenue.





In order
to produce quality motion pictures for relatively modest budgets, we will seek
to avoid the high operating expenses that are typical of major U.S. studio
productions.  We do not plan on having high overhead caused by large
staff, interest charges, substantial fixed assets, and investment in a large
number of projects that are never produced.  We believe that by
maintaining a smaller, more flexible staff, with fewer established
organizational restrictions we can further reduce costs through better time
management than is possible in a major studio production.





We also
plan to enter into co-productions with experienced and qualified production
companies in order to become a consistent supplier of motion pictures to
distributors in the world markets.  With dependable and consistent
delivery of product to these markets, we believe that distribution arrangements
can be structured that will be equivalent to the arrangements made by major
studios. Our first co-production film was Blue Seduction, co-produced with
Image In Media, a Canadian film production company.





Primary
responsibility for the overall planning, financing and production of each motion
picture will rest with our management.  For each motion picture we
will employ an independent film director who will be responsible for, or
involved with, many of the creative elements, such as direction, photography,
and editing.  All decisions will be subject to budgetary restrictions
and our business control, although we will permit an independent director to
retain reasonable artistic control of the project, consistent with its
completion within strict budget guidelines and the commercial requirements of
the picture.





5
 Table of Contents




Distribution
Arrangements





Effective
distribution is critical to the economic success of a feature film, particularly
when made by an independent production company.  We intend to release our
films for distribution in the worldwide marketplace through existing
distribution companies, primarily independent distributors.  We may
retain the right for ourselves to market the film to selected territories, and
to possibly market television and other uses separately.  In many
instances, depending upon the nature of distribution terms available to us, it
may be advantageous or necessary for us to license all, or substantially all,
distribution rights through one or more major distributors.  It is not
possible to predict, with certainty, the nature of the distribution
arrangements, if any, that we may secure for our motion pictures.





Presently,
our management is negotiating with several film distribution companies to assist
us in financing and marketing a slate of 6 or more, feature-length films that we
plan to produce.  The distribution companies will typically charge a
us fee of 15% to 25% for foreign distribution, and 20% to 30% for U.S.
distribution.  The Company will negotiate for the distribution company
to provide some financing participation in each film’s budget, which, when
combined with tax incentives and debt financing and/or equity participation from
an investor, will provide 100% of the cost to produce each film.





Because
of the financing incentives noted previously, it is possible that profitability
can be realized even for a direct-to-video release, followed by pay, cable,
satellite, free and syndicated television exhibition.  The Company is
hopeful that a minimum of two of its films will warrant and receive a theatrical
release, prior to their video distribution.  There is, of course, no
guarantee of a theatrical release for any film that may be produced by the
Company.





Current
Film Operations





Blue
Seduction





On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“GUP”), whereby the
Company granted a world-wide exclusive license to Pictures to use the work
entitled “Blue Seduction” (the “Film”), starring Billy Zane and Estella
Warren.  The license included: (1) the right to promote the Film
throughout the world in all languages and in all distribution markets, including
TV, home video, DVD and non-theatrical and theatrical markets, and (2)
merchandise rights relating to all goods and services appearing in the Film. In
April, 2008, the Company acquired a thirty percent (30%) equity interest in GUP.
Jacqueline Giroux is the founder and President of GUP and owns the balance of
the equity of this entity.  Ms. Giroux is also the founder and
President of Global Universal Film Group, a wholly-owned subsidiary, and is a
major shareholder of the Company by virture of her holdings of the Company’s
Series B and Series C Preferred stock.





As a
condition to the license, GUP agreed to credit the Company as the source of the
original concept for the Film and appoint Gary Rasmussen, the Company’s CEO, as
Executive Producer.





Subject
to financing of the Film, GUP agreed to pay the Company an all inclusive
one-time fee of (i) U.S. $150,000 and (ii) revenue representing 50% of its “Net
Receipts” from the sale of the Film rights.





Also on
September 27, 2008, GUP transferred, through an intermediary Canadian company
formed for this purpose, its right to develop, produce and exploit the Film to B
& J Pictures, Inc. (“Transferee”), and, on October 2, 2008, the Company
agreed to subscribe to $150,000 (Cdn) of preferred shares in the share capital
of Transferee as its “Producer Investment” in the Film, subject to the closing
of a bank loan between National Bank of Canada and Transferee.





The
original rights to the Film were acquired by the Company from Ms. Jacqueline
Giroux in connection with her employment as President of Global Universal Film
Group. Ms. Giroux will receive a fee as Producer of the Film directly from B
& J Pictures.





On October
2, 2008, National Bank of Canada agreed to fund approximately $1.1M
Canadian for the production of Blue Seduction. The bank financing was contingent
upon the bank's receipt of a Completion Bond that will guarantee that the
film is actually produced and delivered -- so the bank can collect
on certain available tax credits and advances
pending.




The
Completion Bond Company, Film Finances of Canada, Ltd., requested that the
Company provide a guarantee for any amounts that they may lose in
connection with the transaction. The contingent liability
of the Company is difficult to determine at this time
because, in essence, the completion bond company is backing up the bank loan,
and the bank loan is structured as a credit facility that provides B & J
Pictures with periodic draws in both U.S and Canadian currencies.  The bank
agreed to advance up to $613,000 in Canadian dollars (including an interest
reserve and costs), and up to $425,000 in U.S. currency.





In
February of 2009, this film was delivered to Starz Media for international
distribution and Anchor Bay Entertainment for U.S. distribution. This film was
produced with the assistance of Image In Media, who secured the involvement of
Starz Media as the foreign distributor. Image In Media received a fee as
co-producer and was appointed as the Canadian distributor for Blue
Seduction.





6
 Table of Contents




American
Sunset





Currently,
GUP is in pre-production on a film titled “American Sunset.”  This
film is being produced by GUP in Canada, using a combination of Canadian tax
incentives, bank financing and investor equity participation. GUP recently
signed a bank financing commitment for a loan of up to $440,000, secured by the
Canadian tax credits, plus a personal guarantee from Jacqueline
Giroux.  The Company will provide certain services in obtaining and
structuring the financial arrangements for the film, as well as selected
intellectual property rights.  It is anticipated that the Company will
receive up to $150,000 (Cdn), which will be re-invested in the film production
as part of GUP’s “Producer’s Investment.”  Additionally, the Company
will receive a back-end participation in the upside potential of American Sunset
by virtue of its equity ownership of 30% of GUP.





“American Sunset” is a story
about love and sacrifice.  It’s an edge-of-your-seat, shocking
thriller about how one ordinary man traveled to hell and back to save his
wife.  A thriller, with a Usual Suspects–style
twist, that is expected to have both moviegoers and crime solvers alike
anxiously waiting for clues to this mystery’s riddle; each time wondering if it
will not be too late.





On a trip
back to  Canada to celebrate their fifth wedding anniversary, Tom
Marlow wakes to find his beloved wife missing.  Their vacation home –
now a crime scene – is now littered with clues to his wife’s
whereabouts.  In order to ensure her safe return, Tom, now a stranger
in the land of his birth is forced to cooperate with the practices of local
authorities, the political rhetoric of the American Embassy and the unorthodox
methods of a Private Investigator he hired to help him.





Amidst
the chaos of the investigation, the silence is broken when the phone rings and
an evil voice on the other end asks: “You wanna play a game?  Here’s
your first riddle.”  Tom and the P.I. are now part of a treasure hunt
set in motion by his wife’s captors.   The game is simple and the
prize is his wife’s freedom.  Each correctly answered riddle brings
them one-step closer; but one wrong answer...one missed deadline...and the
consequences will be fatal.  As the hunt brings them deeper and deeper
into a corrupt world, spawned by greed, deception and immoral motives, one thing
is clear; this is not a random kidnapping for money – this is
personal.





“American
Sunset” will test the audience’s attention-to-detail skills and even give them
time to decode the riddles before time runs out.  It’s a thriller with
an original twist that the Company hopes will have audiences revisiting the
movie again and again, wondering how they missed so many clues the first
time.  In “American Sunset”, everything is a clue and everybody has
something to say, even if it is from the grave.





Other Films
Planned





Also, in
the planning stages, are several films that GUE intends to produce as
“Co-Production Treaty” films, either in combination with a distribution company,
or in partnership with an investor or another production
company.  These films will be produced with government incentives from
Canada and one or more additional countries such as France or the
U.K.  For example, a Canadian-France or Canadian-U.K. co-production
would entail both Canada, France or the U.K. investing Government monies or tax
incentives totaling approximately 50% plus of each film’s budget.  For
making this investment, Canada, France or the U.K. would retain ownership rights
to the film in their respective countries; however, they never participate in
revenues via any sales in the rest of the world, including the
U.S.  The contracts issued from each Country are endorsed by the
Government and fully bankable. Therefore, the Company would have the option of
discounting the contract at the bank and utilizing each sale for production
funds, or hold onto the contract to be paid 100% of the 50% of the budget at the
completion of each film.  With 50% plus of the budget expenses
underwritten by such incentives, the producer and investor are more likely to
realize a profit.




GUP’s per
film budget is expected to range between roughly $2 million (if no advertising
and delivery items are included) and up to $5 million (U.S.), with approximately
35% to 50% of each budget underwritten by the respective country’s investment
(e.g., Canada, U.K, France, Germany, Ireland, etc.).  All financing
fees, marketing and advertising costs, completion bond fees and a contingency
reserve will be included in the average film budget.





On a
“straight to video” release, Global Universal estimates that the net bottom-line
from worldwide television will range from an estimated low of $500,000 to as
much as $2 million, or more. The Company’s investment in each film will be
structured to provide strong downside risk protection while simultaneously
offering an uncapped upside potential, either thru video releases that over
perform or through theatrically released titles.





Recent
examples of such pictures utilizing these types of government incentives include
CABIN FEVER, HOSTEL, SAW, OPEN WATER, WRONG TURN, and SWIMFAN. (Lions Gate
released the first 4 films; Twentieth Century Fox released the last 2
films).





EASY
MONEY EXPRESS, INC. / GLOBAL UNIVERSAL ENTERTAINMENT, INC.





In March,
2006, we acquired 100% of the issued and outstanding shares of the common stock
of Easy Money Express, Inc., a Nevada Corporation from its two stockholders.
Easy Money continued as a wholly-owned subsidiary of the Company until January
of 2008, when the name was changed to Global Universal Entertainment,
Inc.  To date, there had been no activity or operations since its
acquisition in 2006.  The Company plans to develop this subsidiary as
its U.S. presence in producing films and has hired Peter Liapis to manage the
business of this subsidiary as its President.








7
 Table of Contents




FINANCING
STRATEGY





In the
negotiations the Company is currently conducting with the distribution
companies, management will endeavor to form a strategic alliance with a strong
financial partner to provide a credit facility of an amount to be determined. It
is intended that such a financial partner will release funds on an “as needed”
basis to produce a planned slate of six or more films, with distribution for
each film in place, in advance, by the selected distribution
company.  No assurance can be made that the Company will be successful
in its endeavors to consummate an agreement with any distribution company, or to
secure a credit facility to support production of the Company’s planned
films.





LOW
BUDGET GENRE PRODUCTION & DISTRIBUTION




Genre
pictures allow for production at low budget levels for two basic reasons. First,
these types of pictures are sold and marketed on the basis of concept rather
than cast.  Costs associated with “named stars” are not
required.  Second, these genres allow for inexpensive settings,
shorter filming schedules with less expensive casts in more controlled
environments, significantly lowering production costs.





These
film productions may utilize completion bonds. These bonds are a form of
insurance against unanticipated and unapproved cost overruns, as well as
unforeseen events such as illness, natural disasters, etc.  This
insurance will protect the production against over-budget costs. The cost of a
completion bond is included in the budget and generally costs between 3% and 4%
of budget of the film.





Most
major video distribution companies have unused capacity and a desire to
distribute third party films to add to their own internally produced product.
Third party product can often be distributed less expensively since it does not
have to incorporate a studio’s overhead or involve using studio facilities. Such
products also require less studio management oversight during production. The
worldwide home video market, plus cable television, continue to show strong
demand, particularly in the Company’s targeted film genres, which include “edgy”
thrillers and “specialty” pictures.





The
Company owns the rights “in house” to four of the screenplays that it intends to
produce as films. Therefore, the Company is able to by-pass the script optioning
process for these films.  The option and the development of
screenplays can be a costly and time-consuming process.  Such
proprietary ownership significantly reduces development costs and the time
necessary to move from development to production.





The first
four films the Company will produce will eventually become part of the Company’s
film library. A film library, over time, is expected to build asset value for
Global Entertainment Holdings.  Following the license term of each
picture (7 years for direct-to-video releases and 20 years for theatrical
releases), the film distribution rights and eventual ownership will become part
of the Company’s assets.  Therefore, the Company can build a
significant film library that may be re-licensed on either an “ad-hoc” or
“packaged” basis, or sold to a 3rd party.
Film libraries are typically valued by estimating future revenues from future
sale cycles and then calculating a net present valuation. Pay, free and
syndication broadcasters are continually re-licensing titles. Future revenues
will also be derived from new sources such as cell phones, iPods, video on
demand, Internet broadcasts etc.




MOTION
PICTURE INDUSTRY OVERVIEW




Background




The
motion picture industry consists of two principal activities: production, which
involves the development and production of motion pictures; and distribution,
which involves the promotion and exploitation of feature-length motion pictures
in a variety of media, including theatrical exhibition, home video, television
and other ancillary markets, including airlines, cruise ships and new technology
platforms such as video-on-demand, both in the U.S. and
internationally.





Motion
Picture Production




The
production of motion pictures occur in four distinct stages prior to initial
release: development, pre-production, principal photography and post-production.
The creation of a motion picture begins with the development of an original
screenplay by a writer, the screenplay adaptation of a novel, other literary or
dramatic work. Once the screenplay material is identified, the production
process begins.





The
development stage includes acquiring the material in question, writing the
screenplay and obtaining commitments from key talent such as the director,
principal cast members and other creative personnel.





The
pre-production stage includes securing the necessary production facilities and
personnel, finalizing the motion picture budget and production schedule,
selecting filming locations and the building, if necessary, of required sets.
The production stage essentially is the period of principal
photography.





The
post-production stage includes the picture editing, the creation of special
visual and optical effects, if necessary, the composition and recording of the
musical score, the sound editing, and synchronization of dialogue, sound
effects, the musical score and the “final cut” of the picture. The “final cut”
then results in the production of a negative from which release prints and/or a
video master are created.




8
 Table of Contents




Motion
Picture Distribution




The
distribution of a motion picture involves the licensing of the motion picture
for exploitation in various markets both domestically and internationally.
Timing patterns of distribution, commonly referred to as “windows”, are
calculated to ensure that a film is released during what are believed to be
optimal market conditions.





Distribution
of a motion picture involves commercial exploitation in the U.S. and
international markets including theatrical exhibition, home video distribution
(DVDs, videocassettes, etc.), television exhibition (including pay-per-view,
pay, network, syndication and basic cable), merchandising and other ancillary
rights in the motion picture (such as books, soundtracks, and video games) and
“non-theatrical exhibition” (such as airlines, cruise ships, hotels and armed
forces facilities).





Films may
be released initially into the theatrical exhibition market or, as has become
more prominent recently, initially into the video distribution market. Following
these releases, films are then released into the pay television market, and then
followed by the free television market (CBS, NBC, ABC, FOX etc.).





The
initial theatrical, home video, pay-per-view, pay television, and free
television, including network, syndication and basic cable, comprise what is
typically referred to as the first distribution “cycle”.  While a
substantial portion of a motion picture’s total revenues are generated during
the first “cycle”, significant revenues can be generating in succeeding
“cycles.” For example, re-pricing and re-packaging of video releases and
re-licensing of television exhibitions.  Some motion pictures may
generate revenues from the creation of derivative works such as remakes,
sequels, and spin-offs.





Theatrical
Exhibition Market




The
theatrical exhibition of motion pictures entails the promotion and release of
the film in theatres. The theatrical distribution of a motion picture, both in
the U.S. and internationally, involves the licensing and booking of the film to
theatrical exhibitors (movie theatres), the advertising and publicity campaigns
to support the release and the manufacture of release prints from the film
negative. The distributor and the exhibitor typically enter into an agreement to
determine the payment arrangements from the box-office to the distributor,
generally as a percentage of gross box office receipts. This percentage is
referred to as the “rental” rate, which is typically within the range of 35% to
60%. These “rental” rates vary among countries.





Releasing
costs include advertising campaigns, trailers, publicity campaigns, print
advertising, and other forms of promotional media, including the
Internet.




Home
Video Distribution




The
film’s distributor sells, in most cases, DVDs and cassettes to local, regional
and national video wholesalers and retailers, which then sell and/or rent these
DVDs and cassettes to consumers. There remain some revenue sharing agreements,
though this business has been declining, whereby the wholesaler or retailer
purchases the DVDs and cassettes at reduced prices in return for which the
distributor shares in the rental income. Certain mass merchants, including
Wal-Mart and Target, occupy a significant and important retail position in the
DVD and cassette sale market.




Television
Distribution




Television
rights to motion pictures are generally licensed first to pay-per-view
television following initial video release, then to pay television, and
thereafter to free television such as network, syndication and basic cable for
an exhibition period, and then, in many cases, back to pay television again. In
addition, many films are licensed for subsequent “cycles” of pay and free
television exhibitions.





Pay-per-view
allows subscribers to pay for individual programs. Pay television allows cable
and satellite subscribers to view such services as HBO, Showtime, Starz/Encore,
Canal+, BSkyB, Premiere, JSB and other services for a monthly subscription
fee.





Basic
cable networks and local broadcast stations may purchase exhibition rights for a
specified number of telecasts over a specific license period.




Non-Theatrical
And Ancillary Rights Distribution




Motion
pictures may be licensed for “non-theatrical” use by outlets such as airlines,
ships, oilrigs, schools, public libraries and government groups such as the
armed forces.





We
anticipate incurring operating losses over the next twelve months. Our lack of
operating history makes predictions of future operating results difficult to
ascertain. Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies in new and rapidly evolving technology
markets. Such risks include, but are not limited to, an evolving and
unpredictable business model and the management of growth. To address these
risks we must, among other things, implement and successfully execute our
business and marketing strategy, continue to develop and upgrade technology and
products, respond to competitive developments, and continue to attract, retain
and motivate qualified personnel. There can be no assurance that we will be
successful in addressing such risks, and the failure to do so can have a
material adverse effect on our business prospects, financial condition and
results of operations.





9
 Table of Contents




(c)           Discontinued
Business




LitFunding
USA, Inc.




LitFunding
USA was a wholly-owned subsidiary of Global Entertainment Holdings, engaged in
the business of investing in litigation recoveries.





During
the fiscal year ending December 31, 2007, as well as the first quarter of 2008,
we had no new cases or lending activity associated with this business entity,
and had an aggregate investment of $354,000 in cash advances on approximately 22
cases. During 2007, we collected $74,500 in principle and fees, lost $30,000 of
principle, and have an ongoing interest in open and unresolved cases whose
advances and fees total approximately $1,545,433.




In March
of 2008, our Board of Directors elected to sell its interest in LitFunding USA.
This decision to sell LitFunding USA was primarily a result of the Company’s
change in focus to the motion picture production industry, as well as our
efforts to reorganize the Company and reduce liabilities. On March 31, 2008, the
Company sold its interest in LitFunding USA to a private company, Iscom, Inc.,
in a transaction that divested the Company of its then core operating business
assets and associated liabilities. Further information on this transaction is
available in our report on Form 8-K, filed with the SEC on April 8,
2008.




Item1A.  Risk Factors





Risk Factors That May Affect
Our Results of Operation





We
have a limited operating history and have never been profitable.





We still
have limited operating history having begun business in the year
2000.  During that time, we have incurred losses in every quarter
since inception except for the extraordinary gain realized in December 2004 and
we remain subject to the risks and uncertainties usually encountered by early
stage companies. Our new focus on Motion Picture production will add additional
risks to our business.





We
will require additional funds to achieve our current business strategy of
producing films and our inability to obtain additional financing could cause us
to cease our business operations.





We will
need to raise additional funds through public or private debt or sale of equity
to achieve our current business strategy with respect to the production of
feature-length films. Such financing may not be available when needed. Even if
such financing is available, it may be on terms that are materially adverse to
your interests with respect to dilution of book value, dividend preferences,
liquidation preferences, or other terms. Our capital requirements to implement
our business strategy will be significant. However, at this time, we can not
determine the amount of additional funding necessary to implement such plan. We
intend to assess such amount at the time we will implement our business plan.
Furthermore, we intend to effect future acquisitions with cash and the issuance
of debt and equity securities. The cost of anticipated acquisitions may require
us to seek additional financing. We anticipate requiring additional funds in
order to fully implement our business plan to significantly expand our
operations. We may not be able to obtain financing if and when it is needed on
terms we deem acceptable. Our inability to obtain financing would have a
material negative effect on our ability to implement our acquisition strategy,
and as a result, could require us to diminish or suspend our acquisition
strategy.





If we are
unable to obtain financing on reasonable terms, we could be forced to delay,
scale back or eliminate certain film projects. In addition, such inability to
obtain financing on reasonable terms could have a material negative effect on
our business, operating results, or financial condition to such extent that we
are forced to restructure, file for bankruptcy, sell assets or cease operations,
any of which could put an investment in our Company at significant
risk.





We
have historically had losses from operations and losses may continue in the
future, which may cause us to curtail operations.





Since our
inception we have not been profitable and have lost money on both a cash and
non-cash basis.  For the year ended December 31, 2008, we incurred net
losses before extraordinary gain of $207,627. Our accumulated deficit at
the end of December 31, 2008, was $12,040,077.  Future losses, before
extraordinary gain, are likely to occur, as we are dependent on spending
money to pay for our operations. No assurances can be given that we will be
successful in reaching or maintaining profitable
operations.  Accordingly, we may experience liquidity and cash flow
problems.  If our losses continue, our ability to operate may be
severely impacted or alternatively we may be forced to terminate our
operations.





We
could fail to attract or retain key personnel, which could be detrimental to our
operations.





Our
success largely depends on the efforts and abilities of our Officers and
Directors. The loss of their services at this point in our development could
materially harm our business because of the cost and time necessary to find
successors. Additionally, we are dependant upon the services of the officers of
our subsidiary and affiliate companies, Global Universal Film Group, Global
Universal Entertainment and Global Universal Pictures.  We do not have
other key employees who could manage Global Universal’s film operations. Such a
loss would also divert management attention away from operational issues. To the
extent that we are smaller than our competitors and have fewer resources, we may
not be able to attract a sufficient number and quality of personnel, when
required.





10
 Table of Contents




Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.





Since our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a substantial and liquid market develops for the
common stock. Until the trading price of the common stock rises above $5.00 per
share, if ever, trading in the common stock is subject to the penny stock rules
of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those
rules require broker-dealers, before effecting transactions in any penny stock,
to:





·
            Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;·
            Disclose
      certain price information about the
stock;


·
            Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;·
            Send
      monthly statements to customers with market and price information about
      the penny stock; and


·
            In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.





Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.





It
is likely that additional shares of our stock will be issued in the normal
course of our business development, which will result in a dilutive effect on
our existing shareholders





We will
issue additional stock as required to raise additional working capital in order
to undertake Company acquisitions, recruit and retain an effective management
team, compensate our officers and directors, engage industry consultants and for
other business development activities.





If
we acquire, invest in, or make alliances with other businesses we face risks
inherent in such transactions





We cannot
make assurances that alliances or ventures will be consummated in a timely
manner.  That they will be structured or financed in a way that will
enhance our credit worthiness.  That they will meet our objectives or
be successful.  Failure to meet such objectives could have a negative
effect on revenues.





Shareholders
controlled by current management own a controlling interest in the Company’s
voting stock and investors may not have any voice in the management of the
Company.





In
connection with the acquisition of our stock by Rochester Capital Partners
(RCP), RCP holds over 51% of our outstanding shares of common stock, plus an
additional, estimated 9.2% that may be acquired by conversion of our Series B
Convertible Preferred Stock (“Series B”). Gary Rasmussen, our CEO, is the
General Partner of RCP and exercises sole voting control over its shares. In
addition, Mr. Rasmussen directly holds 3.5 million shares of our Series C
Convertible Preferred Stock (“Series C”), which is non-dilutive and convertible
at any time into 35% of our common stock, computed immediately after such
conversion.  The Series C has voting rights equal to the estimated
amount of shares that would be realized if converted. Additionally, Jacqueline
Giroux, President of our wholly-owned subsidiary Global Universal Film Group,
directly holds 2.5 million shares of Series B, convertible into a like number of
common shares, which would result in her ownership of approximately 18.9% of our
common stock. The Series B has no voting rights.  Also, Ms. Giroux
holds 3 million shares of our Series C, convertible at any time into 30% of our
then outstanding common stock.





Thus,
these stockholders, acting together, will have the absolute ability to control
substantially all matters submitted to our stockholders for approval,
including:




·
            election
      of our board of directors;


·
            removal
      of any of our directors;·
            amendment
      of our certificate of incorporation or bylaws;
  and


·
            adoption
      of measures that could delay or prevent a change in control or impede a
      merger, takeover or any other business combination involving the Company
      and its subsidiaries.





Risk Factors Associated with
the Film Production Industry





Competition
from providers of similar products and services could materially adversely
affect our revenues and financial condition.





The
industry in which we intend to compete is a rapidly evolving, highly competitive
and fragmented market, which is based on consumer preferences and requires
substantial human and capital resources. We expect competition to intensify in
the future. There can be no assurance that we will be able to compete
effectively.  We believe that the main competitive factors in
the film industry includes access to capital, efficient distribution
channels and effective marketing and sales of the film, and its ancillary
rights. Many of our competitors are well established, profitable and
have strong management and access to capital. We may be perceived as
relatively too small or untested to be awarded capital and other business
resources relative to the competition. Failure to compete successfully against
current or future competitors could have a material adverse effect on the
Company’s business, operating results and financial
condition.





The
speculative nature of the film production industry may result in our inability
to produce film content or services that receive sufficient market acceptance
for us to be successful.





Certain
aspects of the film production industry are highly speculative and historically
have involved a substantial degree of risk. For example, the success of a
particular film depends largely upon unpredictable and changing factors,
including the public’s acceptance or appreciation, the success of marketing
efforts, the availability of competing films, general economic conditions and
other tangible and intangible factors, many of which are beyond our
control.





11
 Table of Contents




Item1B.   Unresolved Staff
Comments




None.





Item2.      Properties





The
Company utilizes the private office of its CFO, Terry Gabby, to support his
services for the Company, and retains a mailing address in Las Vegas, Nevada, at
a cost of about $200, annually, with an address of 2375 E. Tropicana Avenue,
Suite 8-259, Las Vegas, Nevada 89119.





Additionally,
our wholly-owned subsidiary, Global Universal Film Group, maintains offices on
the lot at Raleigh Studios, a prestigious film studio in the Los Angeles
area.  This office is approximately 500 square feet in size and leased
on a monthly basis at a rate of $900.00, per month. The offices are located at
650 N. Bronson Avenue, Suite B-116, Los Angeles, California 90004.





Item3.      Legal
Proceedings





In
connection with our former business of LitFunding, we were named a defendant in
several matters in litigation, many of which are in the normal course of
business, including litigation for refunds of funds invested. These claims will
be answered by Iscom in connection the sale of this business entity in March of
2008.





Item4.      Submission of Matters To a
Vote of Security Holders.





None.







12
 Table of Contents




PART
II








Item5.    Market For Common Equity and Related
Stockholder Matters





(a)           Market
Information





Our
common stock was quoted under the symbol “GBHL.OB” on the OTC Bulletin Board
until June of 2008.  Thereafter, our shares commenced trading on the
“pinksheets”, due to a late filing that was caused by an error made by an
independent third party vendor, whom we hired to file our reports with the SEC.
We expect to return to trading our shares on the OTC Bulletin Board in the
second quarter of 2009.





The OTC
Bulletin Board is a network of security dealers who buy and sell
stock.  The dealers are connected by a computer network which provides
information on current “bids” and “asks” as well as volume
information.  The OTC Bulletin Board is not considered a “national
exchange.”  Our common shares commenced trading on the OTC Bulletin
Board on July 11, 2002.  The following table sets forth the quarterly
high and low closing sale prices for our common stock during our last two fiscal
years as reported by the National Quotations Bureau.  These quotations
reflect inter-dealer prices, without retail mark-up, markdown or commission, and
may not necessarily represent actual transactions. The table has been adjusted
to reflect a “one-for-ten” reverse split of our common stock on December 17,
2007.





2008
                                      
                                      
                                      2007High
                                      
                                      
                                      Low
                                      
                                      
                                      High
                                      
                                      
                                      Low1st
      Quarter
                                      
                                      
                                      0.75
                                      
                                      
                                      
                                      0.08
                                      
                                      
                                      
                                      1.50
                                      
                                      
                                      
                                      0.602nd
      Quarter
                                      
                                      
                                      0.30
                                      
                                      
                                      
                                      0.09
                                      
                                      
                                      
                                      1.90
                                      
                                      
                                      
                                      0.703rd
      Quarter
                                      
                                      
                                      0.09
                                      
                                      
                                      
                                      0.02
                                      
                                      
                                      
                                      1.20
                                      
                                      
                                      
                                      0.504th
      Quarter
                                      
                                      
                                      0.04
                                      
                                      
                                      
                                      0.02
                                      
                                      
                                      
                                      1.00
                                      
                                      
                                      
                                      0.11





(b)           Holders of Common
Stock





As of
December 31, 2008, we had approximately 219 stockholders of record of the
11,812,844 shares issued and outstanding.





(c)           Dividends





The
Company has never declared or paid any cash dividends on its common
stock. For the foreseeable future, the Company intends to retain any
earnings to finance the development and expansion of its business, and the
Company does not anticipate paying any cash dividends on its common
stock. Any future determination to pay dividends will be at the discretion
of the Company’s Board of Directors.





(d)           Securities Authorized for
Issuance under Equity Compensation Plans





2002
Employee Stock Compensation Plan





Effective
August 15, 2002, we adopted a 2002 Employee Stock Compensation Plan, as amended,
with a maximum number of 150,000 shares that may be issued.  As of
December 31, 2008, 53,750 options and 96,000 warrants had been issued under this
plan.





2004
Stock Option Plan





Effective
March 9, 2004, we adopted a 2004 Stock Option Plan.  The total number
of shares of our common stock which may be purchased pursuant to the exercise of
options shall not exceed, in the aggregate, 30% of the issued and outstanding
shares of the Company’s common stock.  As of December 31, 2008,
149,000 options are outstanding under this plan.





Stock
                                        
                                        
                                        
                                        
                                        
                                        Exercise
                                        
                                        
                                        
                                        
                                        
                                        
                                        AmountOwner
      name
                                        
                                        Type
                                        
                                        Option
      Plan
                                        
                                        Grant
      Date
                                        
                                        Vested
                                        
                                        Through
                                        
                                        Grant
      Price
                                        
                                        
                                        Amount
                                        
                                        ExercisedCohen,
      David
                                        
                                        Option
                                        
                                        YES
                                        
                                        21-Dec-04
                                        
                                        Immediate
                                        
                                        21-Dec-14
                                        
                                        $
                                        3.00
                                        
                                        
                                        
                                        35,000
                                        
                                        noneGuerrero,
      Jonnathan
                                        
                                        Option
                                        
                                        YES
                                        
                                        21-Dec-04
                                        
                                        Immediate
                                        
                                        21-Dec-14
                                        
                                        $
                                        3.00
                                        
                                        
                                        
                                        1,000
                                        
                                        noneReed,
      Morton
                                        
                                        Option
                                        
                                        YES
                                        
                                        21-Dec-04
                                        
                                        Immediate
                                        
                                        21-Dec-14
                                        
                                        $
                                        3.00
                                        
                                        
                                        
                                        25,000
                                        
                                        noneWeiner,
      Stanley
                                        
                                        Option
                                        
                                        YES
                                        
                                        21-Dec-04
                                        
                                        Immediate
                                        
                                        21-Dec-14
                                        
                                        $
                                        3.00
                                        
                                        
                                        
                                        35,000
                                        
                                        noneReed,
      Morton
                                        
                                        Option
                                        
                                        YES
                                        
                                        20-Jan-05
                                        
                                        Immediate
                                        
                                        20-Jan-15
                                        
                                        $
                                        5.30
                                        
                                        
                                        
                                        50,000
                                        
                                        noneAmira,
      Bob
                                        
                                        Option
                                        
                                        YES
                                        
                                        11-Mar-05
                                        
                                        Immediate
                                        
                                        11-Mar-15
                                        
                                        $
                                        8.950
                                        
                                        
                                        
                                        1,000
                                        
                                        noneRyan,
      Dermot
                                        
                                        Option
                                        
                                        YES
                                        
                                        11-Mar-05
                                        
                                        Immediate
                                        
                                        11-Mar-15
                                        
                                        $
                                        8.950
                                        
                                        
                                        
                                        1,000
                                        
                                        noneStein,
      Vera
                                        
                                        Option
                                        
                                        YES
                                        
                                        20-Jan-05
                                        
                                        Immediate
                                        
                                        20-Jan-15
                                        
                                        $
                                        4.80
                                        
                                        
                                        
                                        1,000
                                        
                                        none149,000Weighted
      average of exercise price $3.86







13
 Table of Contents




2006
Non-Qualified Stock Compensation Plans





Effective
February 22, 2006, we adopted the “2006 Non-Qualified Stock
Compensation Plan.” The
maximum number of shares that may be issued pursuant to the plan is 600,000
shares.  As of December 31, 2008, a total of 600,000 shares had been
issued under this plan.





Effective
September 29, 2006, we adopted the “2006-B Non-Qualified Stock
Compensation Plan.” The maximum number of shares that may be issued
pursuant to the plan is 600,000 shares.  As of December 31, 2008, a
total of 600,000 shares had been issued under this plan.





Officers
(including officers who are members of the board of directors), directors (other
than members of the stock option committee to be established to administer the
stock option plans) and other employees and consultants and its subsidiaries (if
established) will be eligible to receive options under the stock option
plans.  The committee will administer the stock option plans and will
determine those persons to whom options will be granted, the number of options
to be granted, the provisions applicable to each grant and the time periods
during which the options may be exercised.  No options may be granted
more than ten years after the date of the adoption of the stock option
plans.





Non-qualified
stock options will be granted by the committee with an option price equal to the
fair market value of the shares of common stock to which the non-qualified stock
option relates on the date of grant.  The committee may, in its
discretion, determine to price the non-qualified option at a different
price.  In no event may the option price with respect to an incentive
stock option granted under the stock option plans be less than the fair market
value of such common stock to which the incentive stock option relates on the
date the incentive stock option is granted.





Each
option granted under the stock option plans will be exercisable for a term of
not more than ten years after the date of grant.  Certain other
restrictions will apply in connection with the plans when some awards may be
exercised.  In the event of a change of control (as defined in the
stock option plans), the date on which all options outstanding under the stock
option plans may first be exercised will be accelerated.  Generally,
all options terminate 90 days after a change of control.





The table
below sets forth information as of December 31, 2008 regarding outstanding
options granted under the plans, warrants issued to consultants and options
reserved for future grant under the plan.





Number
                                              of
      shares to be issued upon exercise of outstanding options, warrants and
      rights
                                              (a)
                                            
                                            
                                            
                                            Weighted-average
      exercise price of outstanding options, warrants and rights
                                              (b)
                                            
                                            
                                            
                                            Number
      of shares remaining available for future issuance under equity
      compensation plans (excluding shares reflected in column (a))
                                              (c)Equity
      compensation plans approved by stockholders
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            
                                            -Equity
      compensation plans not approved  by stockholders
                                            
                                            
                                            472,750
                                            
                                            
                                            $
                                            2.84
                                            
                                            
                                            
                                            250
                                            (1)Total
                                            
                                            
                                            472,750
                                            
                                            
                                            $
                                            2.84
                                            
                                            
                                            
                                            250
                                            (1)





Note:
These plans are intended to encourage directors, officers, employees and
consultants to acquire ownership of common stock.  The opportunity so
provided is intended to foster in participants a strong incentive to put forth
maximum effort for our continued success and growth, to aid in retaining
individuals who put forth such effort, and to assist in attracting the best
available individuals to the Company in the future.





As of
December 31, 2008, there were 250 shares that remained available for issuance
under the 2002 employee stock compensation plan.  As of December 31,
2008, no shares remained available under the 2006 Non-Qualified Stock
Compensation Plan, the Attorney’s and Accountant Stock Plan Non-Qualified Stock
Compensation Plan 2006 and the 2006-B Non-Qualified Stock Compensation
Plan.




Item6.    Selected Financial Data





For the
years ended December 31, 2008 and December 31, 2007, the Company incurred net
losses before extraordinary gain, of $207,627 and $934,629,
respectively.  The Company accumulated deficit at the end of December
31, 2008, was $12,040,077.





See Index
to Financial Statements and Schedules appearing under Item 8 of this Form
10-K.




Item7.    Management’s Discussion and Analysis
of Financial Condition and Results
of Operations





This
report contains forward-looking statements.  Actual results and events
could differ materially from those projected, anticipated, or implicit, in the
forward-looking statements as a result of the risk factors set forth below and
elsewhere in this report.





With the
exception of historical matters, the matters discussed herein are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, the date of introduction or completion of our
products, projections concerning operations and available cash flow. Our actual
results could differ materially from the results discussed in such
forward-looking statements. The following discussion of our financial condition
and results of operations should be read in conjunction with our financial
statements and the related notes thereto appearing elsewhere
herein.




14
 Table of Contents




OVERVIEW
AND OUTLOOK





During
2008, we were in the business developing and producing motion pictures and we
discontinued the business of investing in litigation recoveries..





Results of
Operations





The
following overview provides a summary of key information concerning our
financial results for the years ended December 31, 2008 and 2007.





Revenues




Year
      Ended
                              December
      31st
                            
                            
                            Increase
      (Decrease)2008
                            
                            
                            2007
                            
                            
                            Amount
                            
                            PercentNet
      Revenue
                            
                            $
                            25,000
                            
                            
                            $
                            216,089
                            
                            
                            $
                            (427,951
                            )
                            (88.4)
      %





Revenue:
Total revenue was $25,000 and $216,089 for the fiscal years ended December 31,
2008, and 2007, respectively.  Our decrease in revenue of $427,951 is
due to the discontinuance of our litigation funding business and our shifting of
business operations into the entertainment industry. We cannot guarantee with
certainty when we will generate revenue sufficient to fund ongoing operations.
Our future revenues will be reliant on the ability to produce and market film
and entertainment products.





Operating
expenses




Year
      Ended
                                    December
      31st
                                  
                                  
                                  Increase
      (Decrease)2008
                                  
                                  
                                  2007
                                  
                                  
                                  Amount
                                  
                                  
                                  PercentageGeneral
      and administrative expenses
                                  
                                  
                                  154,683
                                  
                                  
                                  
                                  1,014,565
                                  
                                  
                                  $
                                  (859,882
                                  )
                                  
                                  
                                  (84.7
                                  )
      %Financing
      expense
                                  
                                  
                                  60,721
                                  
                                  
                                  
                                  70,000
                                  
                                  
                                  
                                  (9,279
                                  )
                                  
                                  
                                  (13.2
                                  )
      %Depreciation
      and amortization
                                  
                                  
                                  6,463
                                  
                                  
                                  
                                  26,001
                                  
                                  
                                  
                                  (19,538
                                  )
                                  
                                  
                                  (75.1
                                  )
      %-Total
      operating expenses
                                  
                                  
                                  211,573
                                  
                                  
                                  $
                                  1,110,566
                                  
                                  
                                  $
                                  (898,993
                                  )
                                  
                                  
                                  (80.9
                                  )
      %





Total
operating expenses for the year ended December 31, 2008 decreased by $898,993
from the year ended December 31, 2007, because of the cost cutting procedures
that management has implemented.





Other
income (expense)




Year
      Ended
                                      December
      31st
                                    
                                    
                                    Increase
      (Decrease)2008
                                    
                                    
                                    2007
                                    
                                    
                                    Amount
                                    
                                    
                                    PercentageOther
      income
                                    
                                    $
                                    3,699
                                    
                                    
                                    $
                                    53,947
                                    
                                    
                                    $
                                    (50,248
                                    )
                                    
                                    
                                    (93.1
                                    )
      %Interest
      (expense)
                                    
                                    
                                    (14,459
                                    )
                                    
                                    
                                    (94,099
                                    )
                                    
                                    
                                    (79,640
                                    )
                                    
                                    
                                    (84.6
                                    )
      %-
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    --Total
      other income (expense)
                                    
                                    
                                    (10,760
                                    )
                                    
                                    
                                    (40,152
                                    )
                                    
                                    
                                    (29,392
                                    )
                                    
                                    
                                    (73.2
                                    )
      %






15
 Table of Contents


Our
interest expense was $79,640 lower in 2008, than in 2007, because we used the
issuance of stock to reduce the debt and to finance operating
costs.





Net
(loss)


Year
      Ended
                          December 31st
                        
                        
                        Increase
      (Decrease)2008
                        
                        
                        2007Net
      (loss) before extraordinary gain
                        
                        $
                        (207,627)
                        
                        
                        
                        (934,629)
                        
                        
                        $
                        (727,007)
                        
                        
                        $
                        (77.7)
                        %





Our net
loss before extraordinary gain was approximately 77.7% lower in the year
ended December 31, 2008, as compared to the year ended December 31, 2007,
because we reduced our G & A expenses by over $800,000, restructured a
substantial portion of our debt, and reclassified certain expenses to a movie
rights, asset account.





Operation
Plan





Global
Entertainment Holdings, operating through its wholly owned subsidiaries of
Global Universal Entertainment and Global Universal Film Group, and its 30%
owned, Canadian affiliate, Global Universal Pictures (collectively, these
entities are sometimes hereinafter referred to as “Global Universal”), is a
development stage company engaged in the development of low-budget genre
pictures.  The Company’s management believes investment risk in such
films can be significantly reduced by utilizing Canadian, U.S. and other major
countries Governmental and territorial tax incentives to cover up to 40%, or
more, of each film’s budget. Additional coverage of about 25%, or more, of a
film’s budget can be derived from distributor financing, or pre-selling either
foreign or U.S. rights to a film.  The balance of each film’s budgeted
cost will be obtained from private investment of debt, equity or “gap”
financing, or a combination of such items.  Management intends to
retain revenues generated from a significant ongoing, equity percentage of each
film to provide cash flow for operating expenses and to maximize long-term
growth for the Company and its shareholders.





Liquidity
and Capital Resources





We had
cash on hand of $2,253, as of December 31, 2008.  In the opinion of
management, our available funds will not satisfy our working capital
requirements for the next twelve months.  We will need to raise funds
to continue to implement our business plan. We plan to raise these funds through
private and institutional debt or equity offerings, including interest bearing
convertible debentures.  There can be no assurance that the Company
will be able to obtain such financing.





On March
5, 2007, a promissory note in the principal amount of $250,000 was issued by
Rochester capital Partners as consideration for the purchase of 4,000,000 shares
from the Company. The note was fully paid off on August  9,
2007.





On July
10, 2007 the Company issued a promissory note in the amount of $5,000 to Stanley
Weiner, a director of the Company, with interest accruing at 6% per annum. Mr.
Weiner has elected to convert this note into common stock.





On
September 28, 2007, the Company issued 500,000 shares of common stock for the
conversion of its promissory note dated December 9, 2004, in the principle
amount of $500,000. The note had been assumed by Stanley Weiner, our Vice
President of Finance and a director. The accrued interest was forgiven by the
note holder.





On
September 28, 2007 the Company issued 125,000 shares of common stock to J-Bear
Investment, LLC., for the conversion of three stock subscription notes issued in
2007 by our subsidiary, Global Universal, with varying dates totaling a
principle amount of $100,000. Any accrued interest was waived.





On
September 28, 2007, the Company issued 24,375 shares of common stock to Peter
Liapis for the conversion of a stock subscription note, dated May 23, 2007, the
principle amount of $15,000, accrued interest was waived.





On
December 28, 2007, several promissory notes held by Rochester Capital Partners,
LP, totaling $64,940, with accrued interest of $5,595, were converted into
641,225 shares of the Company’s Series B, Convertible Preferred Stock. Mr.
Rasmussen, our CEO, is the General Partner of this partnership.





On
December 28, 2007, several promissory notes held by Gary Rasmussen totaling
$32,000, with  accrued interest of $5,735, were converted into 343,227
shares of the Company’s Series B, Convertible Preferred Stock. Mr. Rasmussen is
the CEO of Global Entertainment Holdings, Inc. and a board member.





On
December 28, 2007, several promissory notes held by Jacqueline Giroux, totaling
$148,000, with accrued interest of $17,625, were converted into 1,505,682 shares
of the Company’s Series B, Convertible Preferred Stock. Jacqueline Giroux
is the President and CEO of our subsidiary Global Universal Film Group
Inc.  Mr. Rasmussen is the Chairman of Global Universal and a board
member.





In May
and June of 2008, the Company exercised its rights pursuant to the terms of the
Equity Investment Agreement with Imperial Capital Holdings, dated July 28, 2006,
to require Imperial Capital Holdings to purchase shares of the Company’s common
stock.  The aggregate number of shares subject to the Puts was 400,000
shares, or the aggregate minimum Put amount was $40,000, less fees.





During
the quarter ended March 31, 2008, we issued a total of 171,000 shares to 2
individuals for conversion of $150,000 in debentures they held, with accrued
interest of $21,000, or an aggregate of $171,000. The shares were issued at a
value of $1.00 per share.  We believe that the issuance of these
shares was exempt from the registration and prospectus delivery requirements of
the Securities Act of 1933, as amended, by virtue of Section 4(2).





On March
5, 2008, the Company authorized the issuance of 283,333 shares of its $0.001,
par value, restricted common stock for the conversion of a note in the amount of
$42,500 held by Davric Corporation relating to LFC 104. The conversion share
price was $0.15. These shares were issued April 22, 2008. On March 5, 2008, the
Company authorized 180,000 shares of its $0.001 par value restricted common
stock for the conversion of a note in the amount of $27,000 held by Davric
Corporation relating to LFC 105. The conversion share price was $0.15. These
shares were issued April 22, 2008.





16
 Table of Contents




On March
31, 2008, the Company authorized 500,000 shares of its $0.001 par value
restricted common stock for the conversion of a note in the amount of $50,000
held by Green Realty Corp. relating to LFC 101. The conversion share price was
$0.10. These shares were issued April 25,2008.





On May
19, 2008, we issued 40,000 shares of restricted common stock, par value $0.001,
to Jerry E. Polis as an enticement for a $20,000 loan, the share price was
$0.08.





On May
19, 2008, we issued 80,000 shares of restricted common stock, par value $0.001,
to Davric Corp. as an enticement for a $40,000 loan, the share price was
$0.08.





On May
30, 2008, we issued 200,000 shares of restricted common stock, par value $0.001,
as directed by Stanley Weiner, in consideration for the cancellation of an
outstanding loan, at a per share price of $0.10. Stanley Weiner is the Company’s
Vice President of Finance and a member of the Board of Directors.





On May
30, 2008, we issued 104,760 shares of restricted common stock, par value $0.001,
as directed by Stanley Weiner, to the Marital Trust created under the will of
Blanche Weiner, in consideration for the cancellation of an outstanding loan, at
a per share price of $0.10. Stanley Weiner is the Company’s Vice President of
Finance and a member of the Board of Directors.





On May
30, 2008, we issued 95,240 shares of restricted common stock, par value $0.001,
as directed by Stanley Weiner, to the Disclaimed Residential Trust created under
the Will of Blanche Weiner, in consideration for the cancellation of an
outstanding loan, at a per share price of $0.10.  Stanley Weiner is
the Company’s Vice President of Finance and a member of the Board of
Directors.





Additionally,
in November, 2008, the Company’s Board of Directors authorized the issuance of
an additional 500,000 shares of Series C Preferred stock to Mr. Rasmussen in
partial consideration for his agreement to: (i) reduce his salary to $10,000 per
month, (ii) to defer the receipt of his salary and other compensation until such
time as the Company has sufficient funds, and (iii) for his agreement to forego
receipt of all accrued salary due him from inception of his employment through
September 30, 2008. These shares were not issued until April, 2009.





In
November, 2008, the Company’s Board of Directors authorized the issuance of an
additional ten million shares of common stock to Rochester Capital Partners
(RCP) to compensate RCP for a diminution in value of the receivable amounts
represented by LitFunding’s prior management, as adjusted post closing to the
stock purchase transaction between LitFunding and RCP.  These shares
were not issued until late March, 2009.





Agreements
with Imperial Capital Holdings





On
January 16, 2006, we entered into an Equity Investment Agreement (“Investment
Agreement”), which is an equity line of credit ("ELoC"), with Imperial Capital
Holdings ("Imperial"). On that same date, we also entered into a Registration
Rights Agreement (“Registration Agreement”) with Imperial, which called for us
to file a registration statement relating to the ELoC within sixty
days.  Further, we were in default of our promise to register the
common stock underlying the shares of our Series A convertible preferred stock,
which Imperial acquired in August, 2005, and, in July, 2006, we were also in
default on the payment of a $30,000 promissory note due Imperial on July 12,
2006. On July 28, 2006, we reached an understanding with Imperial to cure our
defaults in exchange for the issuance of 80,000 shares of common stock.
Concurrently, we entered into a new Investment Agreement and a new Registration
Rights Agreement with Imperial with substantially similar terms as the original
agreements dated January 16, 2006.  In October, 2006, we agreed to
issue 20,000 shares to Imperial to cover interest on the $30,000 note. In
January, 2007, we agreed to issue an additional 30,000 shares to cover dividends
due on the Series A 12% preferred stock and to grant an additional 60-day
extension on the $30,000 note.  On November 12, 2007, we borrowed an
additional sum of $12,500 from Imperial and renewed our previous $30,000 note,
combine in a new note in the principal amount of $45,000, with interest at 12%,
and a maturity date of April 15, 2008. This note is secured by advances against
our ELoC. On December 14, 2007, we borrowed an additional $6,000 from Imperial
with interest at 12%, due April 15, 2008. This note is convertible into common
stock at $.05 per share.





On June
5, 2007, our registration statement was declared effective by the
SEC.  As we draw down on the ELoC, more shares will be sold into the
market by Imperial. This new supply of shares may cause our stock price to drop.
In turn, as the stock price drops and as we make more draw downs on the ELoC,
even more stock will come into the market which may cause yet a further drop in
stock price. You should be aware that there is an inverse relationship between
our stock price and the number of shares to be issued pursuant to the ELoC. If
our stock price declines, we will be required to issue a greater number of
shares under the ELoC. We are not required to draw down or use the full amount
available of the ELoC.





Auditor’s
‘Going Concern’ Opinion




The
Independent Auditor’s Report issued in connection with the audited financial
statements of the Company for the calendar years ending December 31, 2008 and
2007, expresses “substantial doubt about [our] ability to continue as a going
concern,” due to the Company’s lack of profitable operations, our working
capital deficit, and our retained earnings deficit. The Company has not had a
profitable operating history, and we have no current sources of revenue. We
cannot guarantee that we will become profitable.





Current
Working Capital.





We are
subject to a working capital deficit, which means that our current assets on
December 31, 2008, were not sufficient to satisfy our current liabilities and,
therefore, our ability to continue operations is at risk.  We had a
working capital deficit for the year ended December 31, 2008, which means that
our current liabilities exceeded our current assets on December 31, 2008, by
$481,382.  Current assets are assets that are expected to be converted
to cash within one year and, therefore, may be used to pay current liabilities
as they become due.  Our working capital deficit means that our
current assets on December 31, 2008, were not sufficient to satisfy all of our
current liabilities on December 31, 2008.  If our ongoing operations
do not begin to provide sufficient profitability to offset the working capital
deficit, we may have to raise capital or debt to fund the deficit or curtail
future operations.





17
 Table of Contents




Summary
of Product and Research & Development That We Will Perform for the Term of
Our Plan.





We do not
anticipate performing any significant product research and development under our
plan of operation until such time as we complete a merger or acquisition that
may require it.





Expected
Purchase or Sale of Plant and Significant Equipment.





We do not
anticipate the purchase or sale of any plant or significant equipment, as such
items are not required by us at this time, nor are they anticipated to be needed
within the next twelve months.





Significant
Changes in the Number of Employees.





We
currently employ 4 full time employees.  In the event that we are
successful in generating revenues and expanding our present operations in the
film production business, we will need to hire additional employees or
independent contractors in the future.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results or operations, liquidity, capital
expenditures or capital resources that is material to investors.




Critical
Accounting Policies and Estimates




Our
Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis,
management evaluates its estimates and judgments, including those related to
revenue recognition, accrued expenses, financing operations, and contingencies
and litigation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The most significant accounting estimates
inherent in the preparation of our financial statements include estimates as to
the appropriate carrying value of certain assets and liabilities which are not
readily apparent from other sources, primarily allowance for doubtful accounts
receivables, accruals for other costs, and the classification of net operating
loss and tax credit carry forwards between current and long-term assets. These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in this
report.




Item7A.    Quantitative and Qualitative
Disclosures About Market Risk




Not
Applicable to smaller reporting companies.




Item8.       Financial Statements
and Supplementary Data














18
 Table of Contents





Item
8.  Financial Statements and Supplementary Data
 
 
  TABLE OF
CONTENTS
  
 PAGESREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM
                F-2CONSOLIDATED BALANCE SHEET
                F-3CONSOLIDATED STATEMENT OF OPERATIONS
                F-4CONSOLIDATED STATEMENT OF STOCKHOLDERS'
    EQUITY
                F-4CONSOLIDATED STATEMENT OF CASH FLOWS
                F-6NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                F-7
 
 
 
 Table of Contents
 
  LawrenceScharfman & Co., CPA, P.C.
 Certified
Public Accountants
 18
      E SUNRISE
      HIGHWAY,#201
                  7104
      CORNING CIRCLEFREEPORT,
      NY 11520
                  BOYNTON
      BEACH FL, 33437TELEPHONE:(516)
      771-5900
                  TELEPHONE:(561)
      733-0296FACSIMILE:   (516771-2598
                  FACSIMILE:
      (561) 470-0613
 Board of
Directors Global Entertainment Holdings, Inc.
 2375 East
Tropicana Ave., #8-259
 Las Vegas
Nevada  89119
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 We have
audited the accompanying balance sheet of Global Entertainment Holdings, Inc.,
and subsidiaries as of December 31, 2008, and the related consolidated
statements of operations, stockholders equity and cash flows for each of the two
years in the period ended December 31, 2008. These financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these financial statements based on our audits.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial presentation. We believe that our audit
provided a reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Global Entertainment
Holdings as of December 31, 2008, and the results of operations and its cash
flows for each of the two years in the period ended December 31, 2008, in
conformity with accounting principles generally accepted in the United
States.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As disclosed in the consolidated financial
statements and notes to the consolidated financial statements, the Company will
need additional working capital for its planned activity and to service its
debt. This raises substantial doubt about the Company’s ability to continue as a
going concern. Management’s plans regarding these matters are described in the
notes to the consolidated financial statements. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
  Yours
Truly,
 /s/
Lawrence Scharfman
CPA
 
 Boynton Beach
FL
 April
14, 2009
   -
LICENSED IN FLORIDA & NEW YORK -
 
 F-2
 Table of Contents
 
 
 GlobalEntertainment Holdings Inc.Consolidated
      Balance SheetDecember
      31,2008AssetsCurrent
      assets:Cash and cash equivalents
                                                
                                                $
                                                2,553Note
      receivable
                                                
                                                
                                                160,000Accrued
      Interest Income
                                                
                                                
                                                3,699Total current assets
                                                
                                                
                                                165,952Fixed
      assets, net
                                                
                                                
                                                16,714Total
      fixed assets
                                                
                                                
                                                16,714Other
      assetsBook Rights
                                                
                                                
                                                1,864TV Game/Reality Show
                                                
                                                
                                                5,966Film Rights
                                                
                                                
                                                189,175Movies
                                                
                                                
                                                26,850Website Software: Less Amortization
                                                
                                                
                                                4,000Other Assets
                                                
                                                
                                                17,195Producer Investment
                                                
                                                
                                                150,000Total
      other assets
                                                
                                                
                                                395,050Total
      assets
                                                
                                                $
                                                577,716Liabilities
      and Stockholders' EquityLiabilities
      not subject to compromiseAccounts
      payable
                                                
                                                $
                                                69,824Accrued
      expenses
                                                
                                                
                                                183,906Deferred
      Revenue
                                                
                                                
                                                150,000Notes
      payable
                                                
                                                
                                                243,604Total
      current liabilities not subject to compromise
                                                
                                                
                                                647,334Liabilities
      subject to compromiseDebentures
                                                
                                                
                                                40,000Total liabilities
      subject to compromise
                                                
                                                
                                                40,000Total
      liabilities
                                                
                                                
                                                687,334Stockholders'
      Equity:Series
      A Convertible preferred Stock, par value $0.001, 2,000,000 shares
      authorized, 800,000 shares issued and2,000,000
      shares authorized, 800,000 shares issued and shares issued and
      outstandingSeries
      B Convertible preferred Stock, par value $0.001, 4.000,000 shares
      authorized, 3,990,314 shares issued and outstanding
                                                
                                                
                                                3,990Common stock, $0.001 par value, 230,000,000 shares
    authorized,11,812,844, and 9,258,511shares issued andoutstanding at December 31, 2008 and 2007, respectively
                                                
                                                
                                                94,282Shares authorized & unissued
                                                
                                                
                                                200,000Subscription PayableAdditional paid-in capital
                                                
                                                
                                                11,339,565Additional paid-in capital Preferred B
                                                
                                                
                                                271,425Additional paid-in capital Preferred C
                                                
                                                
                                                500Accumulated (deficit)
                                                
                                                
                                                (12,040,077)(109,618)$
                                                577,716
 
 F-3
 Table of Contents
  GlobalEntertainment Holdings, Inc.
                        Consolidated
      Statement of Operations
  2008
                              
                              
                              2007Net
      Revenue
                              
                              $
                              25,000
                              
                              
                              $
                              216,089Expenses:General
      and administrative expenses
                              
                              
                              154,683
                              
                              
                              
                              1,014,565Financing
      expense
                              
                              
                              60,721
                              
                              
                              
                              70,000Depreciation
      & Amortization
                              
                              
                              6,463
                              
                              
                              
                              26,001Total
      operating expenses
                              
                              
                              211,573
                              
                              
                              
                              1,110,566Net
      operating (loss)
                              
                              
                              (196,867
                              )
                              
                              
                              (894,477
                              )Other
      income (expenses):Other
      income
                              
                              
                              3,699
                              
                              
                              
                              53,947Interest
      expense
                              
                              
                              (14,459
                              )
                              
                              
                              (94,099
                              )Rental
      IncomeTotal
      other income (expenses)
                              
                              
                              (10,760
                              )
                              
                              
                              (40,152
                              )Loss
      before
      reorganization
      items
                              
                              
                              (207,627
                              )
                              
                              
                              (934,629
                              )Extraordinary
      gain
      and
      income taxesBad
      Debt in connection
      with
      share issuanceGain
      on debt restructure
                              
                              
                              26,250
                              
                              
                              
                              323,929Loss  before
      extraordinary  gain and income taxesIncome
      (Loss) before Income taxes
                              
                              
                              (181,377
                              )
                              
                              
                              (610,700
                              )Net
      Income (loss)
                              
                              $
                              (181,377
                              )
                              
                              $
                              (610,700
                              )Basic
      Earnings (loss) per share:
                              
                              
                              (0.02
                              )
                              
                              
                              (0.23
                              )Before
      Extraordinary item
                              
                              
                              (0.02
                              )
                              
                              
                              (0.23
                              )Extraordinary
      item
                              
                              
                              0.00
                              
                              
                              
                              0.08Total
                              
                              
                              (0.02
                              )
                              
                              
                              (0.15
                              )Weighted
      average number of common shares outstanding:Basic
                              
                              
                              10,954,988
                              
                              
                              
                              04,005,251
  F-4
 Table of Contents
  Statementsof Changes in Stockholders' Equity
  Common
      Stock
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Preferred
      Stock
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Preferred
      StockShares
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Amount
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Shares
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Amount
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Shares
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Amount
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Shares
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Amount
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Amount
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Paid
      inCapital
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Paid
      inCapital
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    SubscriptionPayable
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Shares
      AuthorizedUnissued
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Accumulated(Deficit)
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    Total
      StockholdersEquityBalance,
      December 31, 2004
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,122,006
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    11,221
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    4,611,310
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -6,225,276
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -1,602,745shares
      issued for cash
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    227,195
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    2,292
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    800,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    800
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,136,608
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,136,
      608Shares
      authorized & unissued
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    327,139
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    327,139Shares
      issued for services
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    75,750
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    757
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    415,705
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    415,705Shares
      issued in settlement
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    15,788
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    157
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    67,236
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    67,236Shares
      issued in settlement of notes
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    60,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    600
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    647,891
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    647,891Shares
      issued in lieu of interest
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    7,500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    75
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    38,675
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    38,675Warrants
      and Options issued
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    739,979
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    739,979Warrants
      and Options exercised
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    66,500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    665
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    32,335
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    32,335Options
      exercised  - related party
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    45,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    450
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    44,550
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    44,550Subscription
      payable
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    327,139
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    327,139Net
      (loss) for the year ended
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -3,972,043
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -3,972,043Balance,
      December 31, 2005
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,621,740
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    $
                                                                                                                                                                                                                                    16,217
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    800,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    $
                                                                                                                                                                                                                                    800
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    $
                                                                                                                                                                                                                                    8,061,428
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    327,139
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    $
                                                                                                                                                                                                                                    -10,197,319
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    $
                                                                                                                                                                                                                                    (1,791,735
                                                                                                                                                                                                                                    )Shares
      issued for cash
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    126,533
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,265
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    145,268
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    145,268Shares
      issued for investment
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    15
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,580
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,580Shares
      authorized & unissued
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    327,139
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    327,139Shares
      issued for services
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    734,989
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    7,350
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    378,826
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    378,826Shares
      issued in settlement of debt
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    140,660
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,407
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    256,997
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    256,997Shares
      issued for preferred dividend
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    9,600
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    96
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    9,024
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    9,024Shares
      issued in settlement of notes
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    200,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    2,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    198,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    198,000Shares
      issued for financing
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    70,400
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    704
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    65,176
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    65,176Shares
      issued in lieu of interest
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,466
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    15
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,452
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,452Share
      issued in exchange of preferred
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    80,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    800
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -400,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    99,200
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    99,200Warrants
      and options issued
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    32,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    320
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    35,207
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    35,207Warrants
      and Options exercised
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    65,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    650
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,600
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,600Shares
      Cancelled
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -185,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -1,850
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    400,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -4000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -933,918
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (933,918
                                                                                                                                                                                                                                    )Options
      exercised – related party
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    4,425
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    4,425Subscription
      payable
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -322,139Net
      (Loss)
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (1,027,947
                                                                                                                                                                                                                                    )For
      the year endedDecember
      31,2006Balance,
      December 31,2006
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    2,898,890
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    28,988
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    8,655,403
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (11,248,000
                                                                                                                                                                                                                                    )
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (2,479,324Shares
      authorized & unissued
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (171,000
                                                                                                                                                                                                                                    )
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (171,000
                                                                                                                                                                                                                                    )Shares
      authorized & unissued
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    17,500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    17,500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    17,500Shares
      issued for services
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,125,657
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    11,257
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    826,147
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (826,147
                                                                                                                                                                                                                                    )Shares
      issued in settlement of debt
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,103,416
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    11,039
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,990,314
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,990
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    883,071
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    271,425
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,154,496Shares
      issued for Note Receivable
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    4,000,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    40,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    210,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    210,000Shares
      issued for financing
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    500,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    54,500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    54,500Share
      issued in exchange of preferred
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    80,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    800
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    99,200
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    100,000Net
      (Loss)
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (610,700
                                                                                                                                                                                                                                    )
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (610,700
                                                                                                                                                                                                                                    )For
      the year endedDecember
      31,2007
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    47Balance,
      December 31,2007
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    9,258,511
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    92,584
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,990,314
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,990
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    500,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,990
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    10,745,821
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    271,425
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    -171,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    17,500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (11,858,700)
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (898,381
                                                                                                                                                                                                                                    )Shares
      issued in settlement of debt
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,534,333
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    1,534
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    328,966
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    171,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    17,500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    693,139Shares
      issued for services
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    400,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    400
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    31,600
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    32,000Shares
      issued for financing
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    220,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    220
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    9,480
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    9,700Shares
      authorized & unissued
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    10,000,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    200,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    200,000Shares
      issued for cash
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    400,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    400
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    34,900
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    35,300Shares
      IssuedNet
      Loss for the of the year
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (181,377
                                                                                                                                                                                                                                    )
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (181,377
                                                                                                                                                                                                                                    )Balance,
      December 31, 2008
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    11,812,844
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    94,282
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3,990,314
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    3990
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    500,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    500
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    11,339,215
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    271,425
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    0
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    200,000
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (12,040,077
                                                                                                                                                                                                                                    )
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                    (109,618
                                                                                                                                                                                                                                    )
  
 F-5
 Table of Contents
   GlobalEntertainment Holdings Inc.Consolidated
      Statements of Cash Flow
  For
      the years ending
                                              December
      31,2008
                                            
                                            
                                            2007Cash
      flows from operating activitiesNet
      income (loss)
                                            
                                            $
                                            (181,377
                                            )
                                            
                                            $
                                            (610,700
                                            )Adjustments
      to reconcile net income to net cashprovided
      by (used in operating activities)Extraordinary
      gain on settlement with IEP creditorsGain
      on forgiveness of capital lease obligationGain
      on Discount of pre-petition debtDepreciation
      and amortization
                                            
                                            
                                            6,463
                                            
                                            
                                            
                                            26,001Reserve
      for unsuccessful resolution of lawsuits
                                            
                                            
                                            226,663Reserve
      for Doubtful Receivables
                                            
                                            
                                            159,838Loss
      on disposal of assetShare-based
      compensation
                                            
                                            
                                            765,616Common
      stock issued in settlements
                                            
                                            
                                            360,966
                                            
                                            
                                            
                                            (1,389,878
                                            )Share-based
      interest paymentsShares
      cancelled
                                            
                                            
                                            4,176Gain
      on participation obligation
                                            
                                            
                                            940Debt
      discount amortizationChanges
      in assets and liabilities:Trade
      and other accounts receivable
                                            
                                            
                                            222,279Other
      assets
                                            
                                            
                                            (139,030
                                            )
                                            
                                            
                                            163,095Contingent
      advancesAccounts
      payable and accrued expenses
                                            
                                            
                                            9,581
                                            
                                            
                                            
                                            (25,000
                                            )Trade
      and other claims subject to compromiseNote
      receivable
                                            
                                            
                                            (160,000
                                            )
                                            
                                            
                                            173,100Deferred
      revenue
                                            
                                            
                                            (150,000
                                            )Net
      cash (used in) operating activities
                                            
                                            
                                            (272,559
                                            )
                                            
                                            
                                            (283,870
                                            )Cash
      flows from investing activities:Purchases
      of property and equipmentNet
      cash (used in) investing activitiesCash
      flows from financing activities:Cash
      from issuance of common stock
                                            
                                            
                                            35,300
                                            
                                            
                                            
                                            242,500Cash
      from exercise of options & warrants
                                            
                                            
                                            100Cash
      from issuance of preferred stockProceeds
      from notes payable
                                            
                                            
                                            76,600Subscription
      PayableProceeds
      from investor participation borrowingsProceeds
      from investor obligations
                                            
                                            
                                            22,210Principal
      repayments on capital lease obligationsValue
      of Warrants issued
                                            
                                            
                                            160,554
                                            
                                            
                                            
                                            (150,900
                                            )Net
      cash provided by financing activities
                                            
                                            
                                            272,554
                                            
                                            
                                            
                                            284,810Increase
      (decrease) in cash
                                            
                                            
                                            (5
                                            )
                                            
                                            
                                            940Cash
      - beginning of period
                                            
                                            
                                            2,258
                                            
                                            
                                            
                                            1,618Cash
      - ending of period
                                            
                                            $
                                            2,253
                                            
                                            
                                            $
                                            2,258Supplemental
      disclosures:Interest
      paidIncome
      taxes paid
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Shares
      issued for services
                                            
                                            $
                                            32,000
                                            
                                            
                                            
                                            593,000Number
      of shares issued for services
                                            
                                            
                                            400,000
                                            
                                            
                                            
                                            *112,568Shares
      issued for debt
                                            
                                            $
                                            360,966
                                            
                                            
                                            
                                            1,111,865Number
      of shares issued for debt
                                            
                                            
                                            1,534,333
                                            
                                            
                                            
                                            *840,660Imputed
      value of warrants issued with debt
                                            
                                            
                                            -All
      share after 10 to 1 reverse split
 F-6
 Table of Contents
 GlobalEntertainment Holdings Inc.
 Notes
To Consolidated Financial Statements
 April
15, 2009
  Note
1 - Summary of Accounting Policies
 
 LitFunding
Corp. ("The Company") was incorporated in the state of Nevada. The Company
serves as a holding company for its wholly owned subsidiaries, California
LitFunding and LitFunding USA ("The Companies"), both incorporated in the State
of Nevada. California LitFunding was the entity that conducted substantially all
operations during 2004, and owned substantially all of the operating assets,
employed all the personnel, and paid the obligations of all the corporations.
LitFunding USA began assuming some operations in the last quarter of 2004 and in
2005 assumed responsibility for substantially all the operations of all the
corporations.
 
 California
LitFunding is the successor-in-interest by merger to the "original" company in
the three primary entity corporate structure that now exists. It has been in the
business of investing in litigation recoveries since 2000. In summary,
California LitFunding raised capital and advanced this capital to various law
firms pursuant to "Settlement Agreements". LitFunding USA resumed the business
of litigation funding subsequent to June 17th, 2004, after the United States
Bankruptcy Court entered an order confirming the LitFunding Corp. and California
LitFunding joint plans of reorganization. LitFunding USA pursues this business
by itself and through several wholly owned limited liability companies
("LLC's"). Settlement Agreements provide that the funds advanced shall be repaid
to the Companies, plus a fee, when the lawsuits referenced in the agreement
ultimately settle. The exact amount of the fee payable on the funds advanced
depends upon the length of time the funds are outstanding, up to a fixed limit.
Pursuant to the terms of the Settlement Agreements, the Companies' contractual
right to payment is limited to the funds ultimately paid to the law firm from
the specified lawsuit, or lawsuits, in which the funds are invested or
expended.
 
 On
January 23, 2003, the Company completed a merger with RP Entertainment, Inc., a
publicly held Nevada corporation, through a newly formed entity, RP Acquisition
Corp., a Nevada corporation, as a wholly owned subsidiary of RP Entertainment.
On February 25, 2003, the Company entered into an Agreement of Merger with
California LitFunding, formerly LitFunding Corp. (LFC) a California corporation.
LFC became a subsidiary when the Articles of Merger between RP Acquisition
Corp., the Registrant's wholly owned subsidiary that was formed to facilitate
the merger and LFC were filed with the Nevada Secretary of State. The charter
documents of the Company are the charter documents of the surviving corporation.
Pursuant to the Merger Agreement, 759,225 shares of common stock were to be
issued to the LFC shareholders in exchange for all the issued and outstanding
shares of LFC common stock. LitFunding Corp, a California corporation changed
its name to California LitFunding on May 30, 2003. RP Entertainment had no
material operations, assets or liabilities prior to the merger.
 
 As a
result of the merger transaction with RP Entertainment, the former California
LitFunding stockholders obtained control of the Company's voting stock. For
financial accounting purposes, the acquisition was a reverse acquisition of the
Company by California LitFunding, under the purchase method of accounting, and
was treated as a recapitalization with California LitFunding as the acquirer.
Accordingly, the historical financial statements have been restated after giving
effect to the January 23, 2003, acquisition of the Company. The financial
statements have been prepared to give retroactive effect to January 1, 2002, of
the reverse acquisition completed on January 23, 2003, and represent the
operations of California LitFunding. Consistent with reverse acquisition
accounting: (i) all of California LitFunding's assets, liabilities, and
accumulated deficit, are reflected at their combined historical cost (as the
accounting acquirer) and (ii) the preexisting outstanding shares of the Company
(the accounting acquiree) are reflected at their net asset value as if issued on
January 23, 2003.
 
 On April
2, 2003 certain individuals and entities filed an involuntary bankruptcy
petition against the Company in the United States Bankruptcy Court, Central
District of California. After numerous legal proceedings, in November 2003, the
Company filed its voluntary Chapter 11 bankruptcy petition. In January 2004, the
Company's wholly owned operating subsidiary, California LitFunding, filed a
voluntary Chapter 11 bankruptcy petition. The Company received confirmation of
its plan of reorganization from the United States Bankruptcy Court on June 17th,
2004 (see Note 3).
 
 As
discussed in Note 2, the Company has entered into a Chapter 11 Plan of
Reorganization under the United States Bankruptcy Code. In June, 2006 the
Company received it’s discharge from the Bankruptcy Court. Liabilities exceed
assets by $109,618 at December 31, 2008. The Company's net loss for the year
ended December 31, 2008 is $181,377. The ability of the Company to continue as a
going concern remains dependent upon successful operation as it comes out from
the bankruptcy plan, obtaining additional capital and financing, and generating
positive cash flow from operations. The Company intends to seek additional
capital either through debt or equity offerings and believes that increased
volume and reduction in its lead time to finance and collect on funded cases
will ultimately lead to profitability and positive cash flows. The financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.
  F-7
 Table of Contents
  Rescission
of HandsFree Entertainment
 
 On
December 31, 2007, we entered into an agreement to acquire 100 percent of the
issued and outstanding shares of common stock of Hands Free Entertainment Inc.,
a Texas corporation. In consideration for the acquisition, we agreed to issue an
aggregate of 250,000 shares of our restricted common stock to the shareholders
of Hands Free Entertainment.
  Under the
terms of the Share Exchange Agreement, Hands Free was to provide certain
financial information to our auditors, as well as copies of material agreements.
No information other than a preliminary financial statement was received from
Hands Free. No shares were issued or exchanged and the transaction was voided ab
initio.
  We
entered into a Rescission Agreement with Hands Free Entertainment in March to
mutually rescind the Share Exchange Agreement,ab initio, and to release
all parties from any potential claims.
  The
foregoing description of the terms and conditions of the Share Exchange
Agreement, as well as the Rescission Agreement, are qualified in their entirety
by, and made subject to, the more complete information set forth in our reports
on Form 8-K, filed with the SEC and dated January 4, 2008, and April 10,
2008,respectively.
  We
incurred no material expenses with the acquisition or rescission of the Share
Exchange Agreement with HFE, as both agreements were prepared by management and,
since we could not obtain proper information from HFE, no material effort or
expense was incurred in evaluating their information.
 
 Cash
and cash equivalents
  Cash
includes all short-term highly liquid investments that are readily convertible
to known amounts of cash and have original maturities of three months or less.
At times cash deposits may exceed government insured limits. At December 31,
2008 there were no cash deposits that exceeded those insured
limits.
 
 Accounts
Receivable
 
 On or
about October 31, 2006, the Company obtained a judgment against Joel Gatlin,
Esq., in the principal amount of $52,856.32, with interest to continue to accrue
at 5% per month, pursuant to the terms of an earlier lending agreement entered
into between the parties.
  On or
about November 20, 2006, the Company obtained a judgment against Alan Schuchman,
Esq., in the principal amount of $40,000, with interest to continue to accrue at
10% per year on the unpaid balance. Mr. Schuchman has abandoned his rights to a
$10,000 debenture of LitFunding in favor of LitFunding Corp.
  On or
about January 26, 2007, the Company obtained a judgment against Anthony
Casamassimi, Esq., in the principal amount of $88,500, with interest to continue
to accrue at 10% per month pursuant to the terms of an earlier lending agreement
entered into between the parties.
  These
judgments totaling $181,356 are deemed to be non-collectable at December 31,
2007.  We reserved the discounted amount, $159,838, to adequately
reflect the status of the receivables.
 
 Principles
of consolidation
  The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries, California LitFunding, LitFunding USA Easy Money
Express, Inc., Global Universal Film Group, Inc. and its wholly owned LLC's and
a dormant company, E. Evolution Expeditions whose name was changed to Silver
Dollar Productions on January 21, 2005. All significant inter-company accounts
and transactions are eliminated.
 
 Fixed
Assets
  Fixed
assets are stated at cost less accumulated depreciation. Depreciation is
recorded on a straight-line basis over a period of the shorter of the related
applicable lease term or the estimated useful lives of the assets ranging from 3
to 5 years. Depreciation expense for the years ended December 31, 2008 and 2007
was $6,463 and $26,001respectively.
  The Book,
TV and Film Rights costs are recorded as assets as required by the AICPA
Statement Of Position 00-2. The costs will be amortized using the individual
film forecast computation method.
  Global
Universal Film Group, Inc., purchased the majority of the Books, TV and Movie
Rights.  in January, 2006, for approximately $160,000. The total as of
December 31, 2008 and December 31, 2007 respectively is $223,855 and
$200,005.  The expenditures that are related to specific Film, TV or
Book projects are capitalized as a long-term asset.  The capitalized
costs will be amortized using the individual film forecast computation method as
film revenues are obtained.
  F-8
 Table of Contents
  The
expenditures that have been incurred during the year 2007 for the slate of seven
films has been approximately $26,850 in fees to obtain the Louisiana tax
credits. These expenditures have been capitalized as required by AICPA SOP
00-2.
  The
Company adheres to the AICPA Statement of Position 98-1 Accounting For The Cost
Of computer software Developed or Obtained For Internal Use. During the year
2007 the Company had expenditures of $6,000 for Global Universal film Group Inc.
our subsidiary for the development of its website. Software purchased will be
amortized over a period of three years straight-line basis. The amortization
will begin in the year 2008. T he amortized amount for the year 2008 was
$2,000.
 
 Revenue
recognition
  Film
revenue from licensing agreements is recognized when the license period begins
and the licensee and the Company become contractually obligated under a
non-cancellable agreement. All revenue recognition for license agreements is in
compliance with the AICPA's Statement of Position 00-2, Accounting by Producers
or Distributors of Films.  To date, Global Universal has not realized
any film revenue.
 
 The
Company recognizes revenues earned for the fees charged on the contingent
advances upon successful resolution of the funded lawsuit. In accordance with
the guidelines of Staff Accounting Bulletin (SAB) 104 and Statement of Financial
Accounting Concepts (SFAC) No. 5, upon successful resolution of the lawsuit,
including appeals, the fees become realizable and earned. At this time the fee
is determinable and the collection ensured. Fees are determined as set forth in
the individual contracts. Fees are generally progressive the longer the time
period for which the advances are outstanding. Fees are not earned until there
is successful resolution to the related legal matter. The Company has begun to
make contingent advances on so called post settlement lawsuit matters. In these
instances all appeals have been exhausted and the fee is both determinable and
collection ensured at the time the advances are made.
 
 Gain
on Debt Restructuring
 
 Pursuant
to SFAS 15 paragraphs 25 and 26 at December 31, 2007 we report
debt-restructuring as follows:
  The
Company had two law firms with monthly invoices amounting to $395,619 billed and
outstanding for approximately 2 years. In the year 2006 the company issued
150,000 shares of its common stock, par value $0.001, priced at market to one
legal firm. In 2007 the Company issued 125,000 shares of its common stock, par
value $0.001, priced at market to the other firm. The law firms agreed to
forgive the remaining balance of $268,119.
  The
Company also negotiated in 2007 the reduction of accrued interest accumulated on
a $500,000 promissory note dated December 9, 2004. The lender agreed to convert
the note into the Company’s common stock and to forgive the $55,810 accrued
interest. On November 12, 2007, the Company issued 500,000 shares of common
stock, par value $0.001, valued at market were issued to Stanley Weiner a board
member.
  The total
Gain on debt restructure is $323,929.  The per share aggregate gain is
$0.08.
 
 Pursuant
to SFAS 15 paragraphs 25 and 26 at June 30, 2008 we report debt-restructuring
reduction for accounts payable totaling $26,250 for a note payable discounted
with the issue of 500,000 shares of restricted common stock at $0.10 per
share..  The per share gain is $0.002.
 
 Deferred
Revenue
 
 On March
7, 2006, we entered into an agreement to effect a reverse tri-party merger by
and among the Company, Silver Dollar Productions, a Nevada corporation and
wholly owned subsidiary of the Company, and Global Universal Film Group, Inc.
(“Global Universal”), a Nevada corporation.  In connection with the
merger, we issued 1,500,000 shares of our Series B Convertible Preferred Stock
to Global Universal in exchange for 100% of the issued and outstanding
securities of Global Universal.  Pursuant to the terms of the merger
agreement, Global Universal merged with and into Silver Dollar, Silver Dollar
ceased to exist, and Global Universal became a wholly-owned subsidiary of the
Company.
  Our
merger agreement with Global Universal gave its former shareholders, as holders
of our Series B convertible preferred stock, the right to “spin-off” from
LitFunding and become a separately traded corporation. The merger agreement
referenced a registration statement that was to be filed within sixty (60) days
to register the shares that would be received by LitFunding shareholders in the
spin-off transaction. After electing to spin-off, the Series B preferred stock
would automatically convert into an equal amount of shares of our common stock
at the closing of the spin-off transaction.  On October 16, 2006,
Global Universal shareholders gave notice to the Company of their election to
spin-off from us. Upon completing the spin-off transaction, we would earn a
management fee of $200,000, of which $26,000 has already been paid by Global
Universal, and we would retain 10% of Global Universal’s shares that were issued
and outstanding immediately after the spin-off transaction.  In the
event that the spin-off transaction was not completed by June 30, 2007, the
balance of the management fee (i.e., $174,000) would be waived and we would be
entitled to receive only 5% of their shares at spin-off, rather than 10%.
Because the spin-off did not occur by June 30, 2007, in July, the $26,000 in
notes due Global Universal were acquired by Rochester Capital Partners, LP, in
exchange for cancellation of $26,000 in notes of Global Universal held by
Rochester, and were applied towards its $250,000 note due to the Company in
connection with its acquisition of a controlling interest of our common
stock.
  The
$200,000 management fee which was previously recorded as Deferred Revenue in our
Consolidated Balance Sheet for the year ended December 31, 2006, was eliminated
to reflect waiver of the management fee after June 30, 2007.
  F-9
 Table of Contents
  On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“GUP”), whereby the
Company granted a worldwide, exclusive license to GUP to use the work entitled
"Blue Seduction" (the "Film"). The license includes: (1) the right to promote
the Film throughout the world in all languages and in all distribution markets,
including TV, home video, DVD and non-theatrical and theatrical markets, and (2)
merchandise rights relating to all goods and services appearing in the Film. The
Company owns a thirty percent (30%) equity interest in GUP.
 
 As a
condition to the license, GUP agreed to credit the Company as the source of the
original concept for the Film and Mr. Gary Rasmussen, the Company's President,
as Executive Producer.
 
 Subject
to financing of the Film, GUP agreed to pay the Company an all inclusive
one-time fee of (i) U.S. $150,000, evidenced by a Promissory Note due March 31,
2009 (the "Fee"), and (ii) revenue representing 50% of GUP's "Net Receipts" from
the sale of the Film rights in the worldwide marketplace.
 
 The
$150,000 fee has been recorded as deferred revenue and will be amortized as a
percentage of the net receipts from the sale of the film rights.
 
 Income
taxes
  The
Company provides for income taxes based on the provisions of Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes, which,
among other things, requires that recognition of deferred income taxes be
measured by the provisions of enacted tax laws in effect at the date of
financial statements. The company is a cash basis taxpayer.
 
 Tax
Credits
  The grant
for $20 million tax credits from the Louisiana Department of Economic
Development can be applied towards 25% of the total production costs, plus an
additional 10% of any Louisiana labor expense, of the budgets of the seven films
that Global Universal intended to produce with the financing from
PGH.  At the end of production of each film, an audit must be
conducted to ascertain the exact amount spent on the film within the State of
Louisiana. The State will then issue a final tax credit equal to 25% of the
amount spent on production and an additional 10% on Louisiana
laborers.
 
 Financial
Instruments
  Financial
instruments consist primarily of cash, accounts receivable, contingent advances,
and obligations under accounts payable, accrued expenses, debentures, notes
payable and investor participation obligations. The carrying amounts of cash,
accounts receivable, accounts payable and accrued expenses approximate fair
value because of the short maturity of those instruments. The carrying value of
the Company's contingent advances approximate fair value because the Company
provides allowances for any estimated uncollectible amounts. The carrying value
of debentures and notes payable approximate fair value because they contain
market value interest rates and have specified repayment terms. The
participation obligations at December 31, 2007 are carried at the expected
repayment amounts as determined by the individual notes.  The Company
has applied certain assumptions in estimating these fair values. The use of
different assumptions or methodologies may have a material effect on the
estimates of fair values.
 
 Use
of Estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Significant estimates made in
connection with the preparation of the accompanying financial statements include
the carrying value of accounts receivable and contingent advances.
 
 Stock-based
Compensation
  In
December 2004, the FASB issued SFAS No. 123 (revised
2004).  Share-Based Payment which is a revision of SFAS No. 123,
Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion
No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95,
Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar
to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative.  The Company adopted SFAS No.
123(R) as of December 31, 2005.   Stock issued for services
totaled $32,000 and $783,018 for the years ended December 31, 2008 and 2007,
respectively.
 
 In 2005,
the Company accounted for its employee stock-based compensation arrangements in
accordance with provision of Accounting Principles Board (“APB”) Opinion No. 25,
“Accounting for stock Issued
to Employees”, and related interpretations. As such, compensation expense
under fixed plans is recorded only if the market value of the underlying stock
at the date of grant exceeds the exercise price. The Company recognized
compensation expense for stock options, common stock and other equity
instruments issued to non-employees for services received based upon the fair
value of the equity instruments issued as the services are provided and the
securities earned.
  F-10
 Table of Contents
  The
Company accounted for stock-based compensation associated with the re-pricing of
employee stock options in accordance with the provision of FASB Interpretation
No. 44, “Accounting for
Certain Transactions Involving Stock Compensation”(“FIN 44”). For
accounting purposes, the repricing of existing stock options requires variable
accounting for the new options granted from the date of modification. Variable
accounting requires that the intrinsic value, being the excess of the current
market price at the end of each reporting period in excess of the exercise price
of the repriced options, be expensed as non-cash stock-based compensation
expense until such time as the repriced options are exercised, expire or are
otherwise forfeited. Any increase in the intrinsic value of the repriced options
will decrease reported earnings, and any subsequent decreases in value will
increase reported earnings.
 
 SFAS
No. 123, “Accounting for
Stock-Based Compensation”, requires the continued application of APB
Opinion No. 25 for transactions with employees to provide pro forma net earnings
(loss) and pro forma earnings (loss) per share disclosures for employee stock
option grants as if the fair value based method defined in SFAS 123 has been
applied to these transactions.
 
 The
following table represents the effect on net (loss) and (loss) per share if the
Company had applied the fair value based method and recognition provisions of
SFAS No. 123:
 
 2008
                        
                        
                        2007Net
      (loss), as reported
                        
                        $
                        (181,377
                        )
                        
                        $
                        (610,700
                        )Add:   Employee
      stock-based compensation
                          Expense,
      as reported
                        
                        
                        
                        
                        
                        
                        19,500Deduct:  Total
      stock-based employee compensation
                          expense
      determined under fair value method
                        
                        
                        
                        
                        
                        
                        (19,500
                        )Pro
      forma net (loss)
                        
                        $
                        (181,377
                        )
                        
                        $
                        (610,700
                        )Net
      (loss) per common shareBasic
      (loss) per share, as reported
                        
                        $
                        (0.02
                        )
                        
                        $
                        (0.23
                        )Basic
      per share, pro forma
                        
                        $
                        (0.02
                        )
                        
                        $
                        (0.23
                        )
 
 As
required, the pro forma disclosures above include options granted during each
fiscal year. Consequently, the effects of applying SFAS No. 123 for providing
pro forma disclosures may not be representative of the effects on reported net
income for future years until all options outstanding are included in the pro
forma disclosures.
 
 Impairment
of long-lived assets
  The
Company assesses impairment of long-lived assets whenever there is an indication
that the carrying amount of the asset may not be recoverable. Recoverability of
these assets is determined by comparing the forecasted undiscounted cash flows
generated by those assets to the assets' net carrying value. The amount of
impairment loss, if any, is measured as the difference between the net book
value of the assets and the estimated fair value of the related
assets.
 
 Net
Loss Per Share
  Net loss
per share is calculated using the weighted average number of shares of common
stock outstanding during the year. The Company has adopted the provisions of
SFAS No. 128, Earnings Per Share.
 
 Recently
Issued Accounting Pronouncements
  In
May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error
Corrections” (“SFAS No. 154”) which supersedes APB Opinion No. 20,
“Accounting Changes” and SFAS No. 3 “Reporting Accounting Changes in
Interim Financial Statements”. SFAS No. 154 changes the requirements for
accounting for and reporting of changes in accounting principle. The statement
requires the retroactive application to prior periods’ financial statements of
changes in accounting principles, unless it is impracticable to determine either
the period specific effects or the cumulative effect of the change. SFAS
No. 154 does not change the guidance for reporting the correction of an
error in previously issued financial statements or the change in an accounting
estimate. SFAS No. 154 is effective for accounting changes and corrections
of errors made in fiscal years beginning after December 15, 2005. The
Company does not believe SFAS No. 154 will have a significant impact on its
financial position or results of operations.
  F-11
 Table of Contents
  Note
2 - Bankruptcy Petition and Reorganization
 
 On April
2, 2003, certain creditors filed an involuntary bankruptcy petition under
Chapter 7 of the United States Bankruptcy Code against LitFunding Corp, a Nevada
corporation. In the Petition, the Petitioning Creditors alleged that LitFunding
Corp was generally not paying its debts as they became due. The debtors disputed
this allegation. For approximately eleven months the debtors and the petitioning
creditors engaged in litigation regarding the merits of the involuntary
petition, and the Petitioning Creditors rights under disputed
contracts.
 
 As a
result of the foregoing litigation, LitFunding Corp was placed into a protective
Chapter 11 proceeding effective November 19, 2003. The costs of litigating the
merits of the involuntary petition, and the financial impact of the pending
involuntary, so materially damaged both the LitFunding Corp and California
LitFunding that it ultimately became necessary for both companies to enter into
Chapter 11. Accordingly, California LitFunding entered into a Chapter 11
proceeding on January 26, 2004.
 
 In
February of 2004, this litigation was settled. The settlement reached by and
among the Company and the petitioning creditors has been incorporated into a
reorganization plan confirmed by the United States Bankruptcy Courts on June
17th, 2004.
 
 During
2004 and 2003, California LitFunding, as the operating entity, held title to
substantially all of the assets of The Company. The core assets within
California LitFunding, and those with most of the value, were the Settlement
Agreements, which were the primary subject of the litigation indicated with the
filing of the involuntary bankruptcy petition on April 2, 2003. A total of
approximately $18.6 million dollars was invested through those Settlement
Agreements.
 
 Pursuant
to the plan of reorganization, LitFunding Corp and California LitFunding had the
option to voluntarily transfer the control and the collection of the settlement
agreements ("the Contract Pool") to an IEP distribution agent (the `Contract
Agent') for the benefit of the IEP claimants who comprise class 6 under the
terms of the reorganization plan.
 
 LitFunding
Corp, California LitFunding and the IEP claimants stipulated and agreed to do
this in December 2004. In that stipulation, the Contract Agent would assume full
control and administration over the `Contract Pool' and have full authority over
the enforcement of the obligations set forth in the settlement agreements that
comprise the Contract Pool.
 
 Per the
agreement signed on November 30th, 2004, LitFunding Corp and California
LitFunding transferred all of the original records and files to the Contract
Agent on December 16th, 2004, and sent written notice to all parties subject to
the settlement agreement notifying them of the transfer of control of the
Contract Pool and settlement agreements to the Contract Agent including the
assignment of LitFunding Corp and California LitFunding's legal rights and that
all payments are now payable to the Contract Agent.
 
 As a
result of the transfer, the Company was effectively relieved of the obligation
due to the IEP claimants of IEP Note of approximately $26,662,000 including
related accrued interest. The carrying value of receivables and advances at the
time of the transfer was approximately $12,331,000 resulting in a gain on the
transfer of $14,131,000 for the year ended December 31, 2004. The original value
of the IEP Note was determined based on the stipulations within the bankruptcy
plan. In the transfer, the Company transferred all of its rights to the
contingent advances and any potential earnings thereon. Because payments on the
IEP Note were only to come from collections and earnings on the contingent
advances, the Company is no longer responsible for that obligation.
 
 In
consideration for the cooperation and support provided by LitFunding Corp. and
California LitFunding making the transition seamless and effective, the IEP
claimants waived and released LitFunding Corp and California LitFunding from all
liability arising under the "Contingent Recourse Note" of approximately
$1,560,000, which would have become effective in 2005.
 
 Moreover,
by effecting this transfer of the Contract Pool, the two other classes of
creditors (Class 4 and 5) affected by this transition will continue to receive
the benefit of the unsecured creditors' allocation as defined in the plan of
reorganization. The contingency administrative charge allowed by the plan of
reorganization to be paid to LitFunding Corp and California LitFunding has
ceased as a result of this transfer.
 
 As a
result of the transfer of the contract pool to the IEP claimants effective in
December 2004, the Company recorded an extraordinary gain for the removal the
associated obligation and assets.
 
 The
Company's primary liabilities are summarized in the following
paragraphs:
 
 A.  Administrative and Priority
Claims. The claims within this class total approximately $287,000 through
December 31, 2005. Most of this amount represents the fees and costs payable to
the Debtors general insolvency counsel, Winthrop Couchot, P.C. who accepted
20,000 shares of common stock from the company in April 2005 and an additional
10,000 shares in 2005 in part or full payment for the amount. The balance
represents sums owed of approximately $9,300 in priority wages owed to two
officers of the Debtors. These amounts are not subject to compromise and are
included in accounts payable and accrued expenses in the accompanying balance
sheet at December 31, 2006.
 
 B.  Gap Claims. During
the period between the filing of the involuntary petition and the date on which
LitFunding Nevada's stipulated to the entry of an order for relief, certain
claims accrued. Substantially all of these claims accrued in favor of two law
firms that were defending LitFunding Nevada against the involuntary filing. The
Debtors reached an agreement with these claimants to pay $314,000 over twelve
months.  The remaining balance owed at December 31, 2005 is
approximately 40,557.  These amounts are subject to compromise and are
included in trade and miscellaneous claims in the accompanying balance sheet at
December 31, 2005; During the three months ending March 31, 2006 the debtor
elected to covert $3,676 to 2,625 shares of the Companies $0.001 par value
common stock and  $36,881 to a promissory note bearing interest at 8 %
per annum with a maturity date of August 1, 2006. The Company is in default on
this note and owes $29,357 and accrued interest.
  F-12
 Table of Contents
  C.  Debenture Claims. In
calendar years 2002 and 2003 California LitFunding issued debentures to seven
individuals, creating approximately two hundred thousand dollars ($200,000) in
debt obligations. Included is a $10,000 debenture payable to a related party.
These claims are unsecured and they are undisputed. In November 2006 the Company
won a Judgment against Alan Schuchman for fees owed, a stipulation in the
Judgment was that Mr. Schuchman forfeits the $ 10,000 debenture he was holding.
On December 28, 2007, the Company converted $150,000 principal amount of the
debentures, plus approximately 21,000 in accrued interest, into 17,100 shares of
Common Stock. The balance of debentures at December 31, 2008 is $40,000. The
Company has not made the semi annual interest payments in the year 2008 and 2007
with respect to the $40,000 remaining amount of debentures. The accrued interest
is $9,900, as of December 31, 2008.
 
 D.  Unsecured Claims Other Than
Debenture Claims and IEP Claims. The Debtors have approximately $339,653
in allowed unsecured claims. These amounts are subject to compromise and are
included in trade and miscellaneous claims in the accompanying balance sheet at
December 31, 2005. During the months ended March 31, 2006 , the debtors elected
to convert $244,169 to 145,410 shares of the Companies $0.001 par value common
stock and $ 157,258 to notes payable with a maturity date of June 15, 2006. The
remaining balance due as of December 31, 2008 is $47,265.00.
 
 E.  IEP Claims. Pursuant
to the Settlement Agreement entered into by and between The Company and the IEP
petitioning creditors, each and every claim held by the IEP petitioning
creditors has been fixed in them Plan. The totality of all claims held by the
IEP petitioning creditors has been incorporated into the non-recourse Plan Note.
The Plan Note had an opening balance of $26,111,763. This obligation was
relieved in connection with the transfer of the Contract Pool to the IEP
Creditors in December 31, 2004;
 
 F.  The
Plan presented for confirmation incorporates both a business plan, and a legal
framework for the payment of claims. The business plan sets forth how The
Company intends to generate the funds necessary to meet the monetary obligations
fixed in the Plan. The legal framework details what each class of creditors will
receive under the terms of the Plan
 
 G.  The
business plan incorporated into the Plan is designed to accomplish two core
objectives. The first core objective is to maximize the funds collected to be
collected. The second core objective is to essentially restart The Company's
business model by raising and investing additional capital in new
lawsuits;
 
 H.  Interest Holders.
Interest holders are the parties who hold ownership interest (i.e., equity
interest) in The Company. The Plan creates two classes of interests. Class 7,
which is comprised of LitFunding Nevada, as the holder of all of the common
stock of California LitFunding, and Class 8, which is comprised of all of the
holders of common stock interests in LitFunding Nevada. These classes are not
impaired under the terms of the Plan.
 
 Note
3 – Note Receivable
 
 On
October 16, 2006, the Company issued a demand promissory note in the amount of
$174,000 bearing interest at 6% per annum to Global Universal Film Group Inc.
The principal and interest are due 180 days after the Spin-off transaction
described in the Merger Agreement, if the Spin-off does not occur on or before
June 30, 2007 no payment shall be due. The Spin-off transaction has not been
consummated causing the promissory note to be cancelled.
 
 On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“GUP”), whereby the
Company granted a worldwide, exclusive license to GUP to use the work entitled
"Blue Seduction" (the "Film"). The license includes: (1) the right to promote
the Film throughout the world in all languages and in all distribution markets,
including TV, home video, DVD and non-theatrical and theatrical markets, and (2)
merchandise rights relating to all goods and services appearing in the Film. The
Company owns a thirty percent (30%) equity interest in GUP.
 
 As a
condition to the license, GUP agreed to credit the Company as the source of the
original concept for the Film and Mr. Gary Rasmussen, the Company's President,
as Executive Producer.
 
 Subject
to financing of the Film, GUP agreed to pay the Company an all inclusive
one-time fee of (i) U.S. $150,000, evidenced by a Promissory Note due March 31,
2009 (the "Fee"), and (ii) revenue representing 50% of GUP's "Net Receipts" from
the sale of the Film rights in the worldwide marketplace.
  F-13
 Table of Contents
  Note
4 – Income taxes
 
 The
Company recognizes deferred income taxes for the difference between financial
accounting and tax bases of assets and liabilities. Income taxes for the years
ended December 31, 2005 and 2004 consisted of the following:
 
 As
      of December 31,2008
                                          
                                          
                                          2007Current
      tax benefit (provision)
                                          
                                          $
                                          0
                                          
                                          
                                          $
                                          0Deferred
      (benefit) provision
                                          
                                          
                                          0
                                          
                                          
                                          
                                          0Total
      income tax provision
                                          
                                          $
                                          0
                                          
                                          
                                          $
                                          0
 
 Net
deferred income tax assets of $3,467,088 are fully offset by a valuation
allowance of $3,467,088. The valuation allowance was increased by $370,088 in
the year ended December 31, 2005. The increase in the valuation allowance in the
year ended December 31, 2005, primarily is the result of the increased of net
operating loss for the year ended December 31, 2005.
 
 Net
operating loss carry forwards of approximately $10,197,319 expire from 2020
through 2025. Due to the change in control of the Company as discussed in Note
1, future utilization of net operating losses may be restricted.
 
 The
differences between the statutory and effective tax rates are as follows for the
year ended December 31, 2008:
 
 December
      31,2008
                                                  
                                                  2007Federal
      statutory rates
                                                  
                                                  $
                                                  (181,377)
                                                  (34%)
                                                  
                                                  $
                                                  (610,700)
                                                  34%State
      income taxes
                                                  
                                                  
                                                  0
                                                  
                                                  
                                                  
                                                  0Valuation
      allowance for operating loss carry forwards
                                                  
                                                  
                                                  (181,377)
                                                  34%
                                                  
                                                  
                                                  (610,700)
                                                  34%Permanent
      difference for discharge of debt
                                                  
                                                  
                                                  0
                                                  0%
                                                  
                                                  
                                                  0
                                                  0%Other
                                                  
                                                  
                                                  0
                                                  0%
                                                  
                                                  
                                                  0
                                                  0%Effective
      rate
                                                  
                                                  $
                                                  0
                                                  0%
                                                  
                                                  $
                                                  -0-
                                                  0%
  F-14
 Table of Contents
  Note
5 - Contingent Advances
 
 Contingent
advances occurred when the Company, operating as LitFunding Corp., entered into
agreements with lawyers and law firms whereby the Company advanced funds for
litigation costs on selected cases. Generally, the Company would be repaid those
amounts, plus negotiated fees, when and if a case was settled. These agreements
were non-recourse, but were secured by a lien against any awards in the
case.  Fees were generally based on the length of time the advances
were outstanding.  If the fee was less than the award or settlement,
the fees would be reduced to the amount of the recovery.
 
 Most of
those advances were for cases well over 36 months old and past management
undertook very little or no contact or follow up with most of the attorneys
involved with the remaining cases.  Current management surveyed most
of the attorneys and is of the opinion that our chances of recovering all or a
significant portion of our advances and fees is highly doubtful.
  Therefore,
at December 31, 2007 we have increased the impairment allowance by $226,663,
bringing the allowance to 100% of the contingent advances outstanding of
$416,750 and a corresponding impairment allowance of $416,750.
 
 The
Company has no contingent advances as of December 31, 2008. In March of 2008,
the Company divested itself of this former business with the sale of LitFunding
USA, Inc.
  Note
6 – Debt Restructure
 
 Pursuant
to SFAS 15 paragraphs 25 and 26 at December 31, 2007 we report
debt-restructuring as follows:
  The
Company had two law firms with monthly invoices amounting to $395,619, billed
and outstanding for approximately 2 years. In 2006 the company issued 1,500,000
shares of its common stock, par value $0.001, priced at market to one of the law
firms. In 2007 the Company issued 125,000 shares of its common stock, par value
$0.001, priced at market to the other law firm. Both law firms agreed in 2007 to
forgive the remaining balance of $268,119.
  The
Company also negotiated the reduction of accrued interest accumulated on a
$500,000 promissory note dated December 9, 2004.  The note was
acquired from the original lender by Stanley Weiner, an officer and director of
the Company, who agreed to convert the note into shares of the Company’s common
stock and to forgive the $55,810 in accrued interest. On November 12, 2007, the
Company issued 500,000 shares of common stock, par value $0.001, valued at
market, to Stanley Weiner and the Note was cancelled.
  The total
gain on debt restructure is $323,929.
  The per
share aggregate gain is $0.08.
 
 Pursuant
to SFAS 15 paragraphs 25 and 26 at June 30, 2008 we report debt-restructuring
reduction for accounts payable totaling $26,250 for a note payable discounted
with the issue of 500,000 shares of restricted common stock at $0.10 per
share..  The per share gain is $0.002.
 
 Note
7 - Participation Agreements
 
 Prior to
the filing of the involuntary petition on April 2, 2003, the Company raised
capital to enable it to engage in the practice of funding the contingent
advances by entering into so called IEP agreements. These are considered to be
investment/equity participation agreements the nature of which has been
redefined and fixed as part of plan of reorganization and the totality of all
claims held by the IEP petitioning creditors has been incorporated into the
non-recourse Plan Note. The non-recourse Plan Note had an opening balance of
$26,111,763 as of May 1, 2004 and as of May 1, 2004 included an approximate
$2,000,000 from the cancelled sale of stock and a predetermined retroactive
return. As discussed in note 3 above, the Contract Pool was transferred on
December 16, 2004, to the Contract Manager designated by the IEP Claimants.
Accordingly, this non-recourse plan note was removed from the balance sheet at
December 31, 2004, to reflect the economic reality of that
transaction.  As of December 31, 2007, the Company had participation
obligations of $699,500.
 
 On March
5, 2008, the Company authorized the issuance of 283,333 shares of its $0.001,
par value, restricted common stock for the conversion of a note in the amount of
$42,500 held by Davric Corporation relating to LFC 104. The conversion share
price was $0.15. These shares were issued April 22, 2008. On March 5, 2008, the
Company authorized 180,000 shares of its $0.001 par value restricted common
stock for the conversion of a note in the amount of $27,000 held by Davric
Corporation relating to LFC 105. The conversion share price was $0.15. These
shares were issued April 22, 2008.
  F-15
 Table of Contents
  On March
31, 2008, the Company authorized 500,000 shares of its $0.001 par value
restricted common stock for the conversion of a note in the amount of $50,000
held by Green Realty Corp. relating to LFC 101. The conversion share price was
$0.10. These shares were issued April 25,2008.  As of December 31,
2008, the Company has no participation obligations.
  The
participation obligations were notes held in individual Limited Liability
Companies, of which LitFunding USA served as the managing member.  In
March 2008, the Company divested itself of LitFunding USA.  The funds
from the notes were advanced to law firms to fund litigation cases with a
monthly fee charged until the case is won or settled. The investor could then
decide to take their portion of the fees and reinvest the principal amount back
in to another case, or withdraw the principal thus reducing the note balance. If
the case was lost, the investment of the investor would be lost and the note
balance would be reduced by the amount of the loss.
 
 There
were no obligations retained by the Company after the reorganization, the
obligations that are currently on the balance sheet were established after the
reorganization.
  Note
8 - Debentures
 
 During
the years ended December 31, 2002, the Company issued 5-year 9% convertible
debentures amounting to $200,000, due January 1, 2007. Included is one debenture
due to a related party for $10,000. Interest is due semi-annually on the first
day of June and December of each year, commencing June 1, 2003 until fully paid.
As part of the plan of reorganization, these debentures have an amended maturity
to June 2008. In December 2007, the Company converted $150,000 principal amount
of the debentures, plus approximately $21,000 in accrued interest, into 17,100
shares of Common Stock.  At December 31, 2008, the Company had accrued
interest totaling $9,900.
 
 The
registered holders of the debentures have the right, after one year prior to
maturity, to convert the principal at the original conversion price of $10 for
one Common share or at the adjusted conversion price. If and whenever on or
after the date of this debenture, the Company issues or sells any share of
common stock for a consideration per share less than the initial conversion
rate, then upon such issue or sale, the initial conversion rate shall be reduced
to the lowest net price per share at which such share of common stock have been
issued. The debentures are subordinated to all the senior indebtedness,
including debts under equity participation agreements.
 
 Note 9
- Debt
  In 2005,
certain of the note holders elected to convert unsecured notes totaling $700,000
to 109,100 common shares. At December 31, 2005 the Company has issued 60,000
shares and recorded subscription of $250,606 and they were issued at September
30, 2006.
 
 During
the three months ended March 31, 2006, certain debtors in (note 2) above elected
to convert $64,684 to promissory notes with a maturity date of June 15, 2006.
These notes have been verbally extended.
 Notes
payable at December 31, 2008 is comprised of the following:
 
 Note
      payable to entity, original balance of $19,181.   Principal and
      interest due June 15, 2006. The Note is
    unsecured.
                  
                  $
                  9,591Note
      payable to entity, original balance $32,187. This note is
      unsecured.
                  
                  $
                  6,094Note
      payable to entity, original balance of $15,000 due in three monthly
      installments of $5,000 beginning April 15, 2006. The Note is
      unsecured.
                  
                  $
                  10,000Note
      payable to entity, original balance of $30,502 due in two monthly
      installments of $15,251 beginning April 15, 2006. The Note is
      unsecured.
                  
                  $
                  10,081Advances
      to be converted into notes.
                  
                  $
                  29,000Notes
      payable face amounts totaling $42,500, with various interest rates and due
      dates. The notes have been verbally extended.
                  
                  $
                  42,500Note
      payable face amount $40,000 , dated May 1, 2008, interest rate 12% due
      date April 30, 2009.
                  
                  $
                  40,000Note
      payable face amount $20,000, dated May 1,2008, interest rate 12% due date
      April 30, 2009.
                  
                  $
                  20,000Note
      payable face amount $8,000, dated July 7, 2008, interest rate 12% due date
      March 31,2009
                  
                  $
                  8,000Note
      payable face amount $4,500, dated July 8, 2008, interest rate 12% due date
      March 31, 2009
                  
                  $
                  4,500Note
      payable face amount $4,500 date August 19, 2008, interest rate 12% due
      date March 31, 2009
                  
                  $
                  4,500Global
      Notes with no specified due dates and varying interest
      rates.
                  
                  $
                  59,383Total
                  
                  $
                  243,604
  F-16
 Table of Contents
  Note
10 – Stockholders’ Equity
 
 Common
Stock
 
 As
discussed in Note 1, the Company entered into a merger agreement in January
2003, whereby 759,225 shares of its
common stock were issued in exchange for all the issued and outstanding shares
of the common stock of California LitFunding. The acquisition was a reverse
acquisition of the Company by California LitFunding, under the purchase method
of accounting, and was treated as a recapitalization with California LitFunding
as the acquirer. Accordingly, the historical financial statements have been
restated after giving effect to the January 23, 2003, acquisition of the
Company.
 
 In the
year ended December 31, 2004, the Company declared and issued an 11 for 10 stock
dividend. As a result, a total of 1,042,501 shares were issued. The trading
value of the shares on the declaration date of November 1, 2004, was $0.70. The
aggregate value of the new shares issued of $729,751 was reclassified from the
accumulated deficit to additional paid-in capital.
 
 During
the year ended December 31, 2005, the Company issued 99,195 shares of its $.001
par value common stock for cash totaling $406,700.  Additionally, the
Company issued 130,000 shares of its common stock to certain unrelated qualified
investors in exchange for $533,000 of stock subscriptions. These subscriptions
were due on or before December 31, 2005. The Company does not have reasonable
expectation that these notes will be paid. At of December 31, 2005, $35,000 had
been paid, and the Company wrote off $498,000 to bad debt.
  Agreements
with Imperial Capital Holdings
  In August
of 2005, we sold 400,000 shares of our Series A, 12% Convertible Preferred Stock
at $.25 per share to Imperial Capital, and concurrently entered into a
Registration Agreement with Imperial whereby we promised to file a registration
statement within ninety (90) days covering 80,000 shares of common stock
underlying shares of our Series A Preferred Stock.  In December, 2005,
we received a notice of default from Imperial, which required us to cure such
default by filing a registration statement within ten (10) days. We failed to do
so. The Company didn’t file such registration statement until December 11, 2006,
about one full year later. The price of our common stock had dropped by more
than 75%, causing Imperial a substantial loss on their investment in our Series
A Preferred Stock.
 
 On
January 16, 2006, we entered into an Equity Investment Agreement (“Investment
Agreement”), which is an equity line of credit ("ELoC"), with Imperial Capital
Holdings ("Imperial"). On that same date, we entered into a Registration Rights
Agreement (“Registration Agreement”) with Imperial, which called for us to file
a registration statement relating to the ELoC within sixty (60) days, and a
Placement Agent Agreement with Brewer Financial Services, a registered
broker-dealer, which provided Brewer with a placement fee of one percent (1%) of
the proceeds of the gross proceeds we receive under the ELoC. This registration
statement was to include the 80,000 shares of common stock underlying the Series
A Preferred Stock, in addition to shares of common stock that would be purchased
by Imperial under the terms of the ELoC.  Again, for unexplained
reasons, our former management failed to file the registration statement, and
was so notified by Imperial.
  On April
12, 2006, we borrowed $30,000 from Imperial Capital, which we stated would be
used to pay critical corporate expenses and allow us to file the registration
statement by July 12, 2006. The note accrued interest at 12% and was convertible
into shares of our common stock at 93% of market value.
  As of
July 28, 2006, for unknown reasons, the management of LitFunding failed to file
any registration statement and was in default of the $30,000 promissory note
that was due July 12, 2006.  Therefore, on July 28, 2006, we reached
an understanding with Imperial to cure our defaults in exchange for the issuance
of 80,000 shares of common stock that were finally registered in June of 2007.
Concurrently, we entered into a new Equity Investment Agreement and a new
Registration Rights Agreement with Imperial, and a new Placement Agent Agreement
with Brewer Financial Services, all with substantially similar terms as the
original agreements dated January 16, 2006.
  The
Investment Agreement.  The Investment Agreement grants us an Equity
Line of Credit (ELoC) whereby Imperial agrees to purchase up to $3,000,000 of
our registered common stock within 24 months of the effective date of our
registration statement. Our registration on Form SB-2 was declared effective on
June 5, 2007.  During the 24 month period following such effective
date, we may, in our sole discretion, periodically deliver newly issued,
registered shares of our common stock to Imperial who will then deliver to us
the purchase price, in cash, in amounts based on a fluctuating price per share
of our common stock, less a 7% discount from the lowest bid price of our stock.
We are not obligated to request any portion of, or the entire $3,000,000.
Although we initially registered 900,000 shares, the actual aggregate number of
shares that we may issue pursuant to the ELoC is not determinable as it is based
on the market price of our common stock from time to time and how much funding
we desire from time to time.
  F-17
 Table of Contents
  For an
equal amount of dollars of funding from time to time pursuant to the ELoC, the
number of shares we would issue to Imperial would be greater during times of our
stock price being low, as it currently is, and conversely so during times when
our stock price is high. Pursuant to the ELoC, we are subject to penalties if we
fail to deliver stock to Imperial after we request a draw down from the ELoC.
Specifically, the Investment Agreement subjects us to pay late payments to
Imperial for late issuance of Securities (delivery of Securities after the
applicable Closing Date) in accordance with the following schedule (where "No.
of Days Late" is defined as the number of trading days beyond the Closing
Date.  The following amounts are cumulative:
  LATE  PAYMENT  FOR  EACHNO.  OF  DAYS  LATE
                      $10,000  OF  COMMON  STOCK1
                      $1002
                      $2003
                      $3004
                      $4005
                      $5006
                      $6007
                      $7008
                      $8009
                      $90010
                      $1,000Over
      10
                      $1,000,
      plus $200 for each
business
  Pursuant
to the terms of the ELoC, we may issue and sell to Imperial, and Imperial will
purchase from us, up to that number of shares of common stock having an
aggregate value not exceeding $3,000,000.  However, Imperial is not
obligated to purchase such amount of shares that would cause it to own more than
9.9% of our total number of outstanding shares at any given
time.  From time to time, we may, in our sole discretion, deliver a
put notice to Imperial which states the dollar amount which we intend to sell to
Imperial which will be, at our choice, either: (A) 200% of the average daily
volume (as quoted on the U.S. markets only) of our common stock for the 10
trading days prior to the applicable put notice date, multiplied by the average
of the 3 lowest daily closing bid prices immediately preceding the put date, or,
(B) a minimum put amount of $10,000. The maximum amount of any put notice cannot
exceed $250,000. The purchase price for the common stock identified in the put
notice will be equal to 93% of the lowest closing bid price of the common stock
during the pricing period. The pricing period is the period beginning on a put
notice date and ending on and including the date that is five (5) trading days
after the put notice date. Imperial is required to purchase from us during the
related pricing period that number of shares having an aggregate purchase price
equal to the Put Amount set forth in the Put Notice. Imperial is deemed to be an
“underwriter” within the meaning of the Securities Act of 1933, as amended, in
connection with the resale of our common stock under the Investment
Agreement.
  Registration
Rights Agreement. In connection with the
Investment Agreement with Imperial, on July 28, 2006 we entered into a
Registration Rights Agreement with Imperial to provide for the registration of
the shares of common stock that may be issued by us pursuant to the ELoC, and to
register shares 80,000 shares of common stock underlying the Series A 12%
Convertible Preferred Stock held by Imperial.  The agreement required
us to file a registration statement within sixty (60) days and to use our best
efforts to cause its effectiveness within 180 days thereafter. Additionally, we
were allowed to register an additional 500,000 shares under our registration
statement for other investors. Additionally, we were required to permit Imperial
and its legal counsel to review and comment upon the registration statement, and
all amendments and supplements thereto, at least three (3) business days prior
to our filing same.
  Placement
Agent Agreement. In connection with the
Investment Agreement with Imperial, on July 28, 2006 we entered into a Placement
Agent Agreement with Brewer Financial Services, LLC, a NASD registered
broker-dealer.  The Placement Agent will render services to us with respect
to the Investment Agreement and will be available for consultation in connection
with the advances to be requested by us pursuant to the Investment Agreement.
 We agreed to pay to the Placement Agent a fee of one percent (1%) of the
gross proceeds we receive from each draw,  under the Investment
Agreement, for all services in connection with the Placement Agent
Agreement.
  The
foregoing description of the terms of our Investment Agreement, the Registration
Rights Agreement and Placement Agent Agreement, relating to our ELoC with
Imperial Capital, is qualified in its entirety by reference to the actual
agreements filed by us on Form 8-K on August 4, 2006.
  Note: The
1.3 million shares, and references to all share amounts below have been reduced
by a factor of 10 to account for the reverse split of our common shares in
December, 2007.
  As noted
above, 80,000 shares were issued in settlement of our defaults under agreements
with Imperial, including losses they sustained due to LitFunding’s failure to
register the 80,000 shares of common stock underlying their Series A 12%
Preferred Stock.  An additional 50,000 shares was issued on June 2007,
to cover interest on the $30,000 note, and the 12% dividend on the Series A
Preferred Stock through April 15, 2007, our target date for our registration to
become effective.
  F-18
 Table of Contents
  The
$30,000 note was convertible at 93% of market price. No conversion ever took
place. The note was renewed in November, 2007, and combined with an additional
advance of $12,500.  The new note is for $45,000, due on April 15,
2008, and carries interest at 12%, simple. The new note is not convertible, but
is secured by a lien against 50% of any advances we elect to make under the
ELoC. Also, in December, 2007, we borrowed an additional $6,000, with interest
at 12%, due April 15, 2008. This note was convertible into common stock at a
fixed price of $.05 per share, but no conversion took place.  On April
15, 2008, we were granted a verbal extension of thirty (30) days. On May 15,
2008, this note was paid.
  On July
24, 2007, a Security Agreement was signed between LitFunding Corp. and James
Paul Gietz (“Secured Party”). The agreement establishes a security interest in
certain property as collateral for amounts that may be invested in common stock
of LitFunding Corp. by the Secured Party. The collateral all now existing and
hereafter arising accounts receivable, contract rights, license rights and all
other forms of obligations owing to LitFunding arising out of the advance of
monies to attorneys. Periodic redemption and pro-rata release of collateral
commenced on October 1,2007 and recurring every ninety days until January 1,
2010, the Secured Party shall have the option to redeem 50,000 shares of its
LitFunding common stock directly from LitFunding at a fixed price of $25,000.
The collateral will be reduced proportionately. To date, the Secured Party has
not exercised this option to cause the Company to redeem any shares of
stock.
 
 At
December 31, 2008 the contingent liability of the Security Agreement was 200,000
shares of common stock at $.50 per share.
 
 Recent
Sales of Unregistered Securities
 
 On March
21, 2006 the Company issued 25,000 shares of its $.001 par value common stock to
two accredited investors at $2.00 per share for cash totaling
$50,000.
  During
the three months ended March 31, 2006, certain consultants and debtors exercised
their warrant rights to purchase 65,000 shares of the Company’s par value common
stock for cash totaling $4,250.
  In March
2006, the Company issued 273,731 shares of its $.001 par value common stock for
services valued at $271,426 the fair value of the underlying
shares.
  During
the months ended March 31, 2006, certain unsecured creditors elected to convert
$244,169 to 145,410 shares of the Company’s $.001 par value common
stock.  At March 31, 2006 the Company had issued 28,113 and the
remaining 17,297 shares were issued on April 18, 2006 the Company recorded a
subscription payable of $ 190,687 at March 31, 2006.
 
 On April
18, 2006, the Company issued 83,148 shares of its common stock to Morton Reed,
CEO of the Company, in exchange for accrued debt valued at
$130,000.  The shares were unrestricted pursuant to the S-8
Registration filed on February 28, 2006.
  On April
18, 2006, the Company issued 5,000 shares of its restricted common stock to
Anthony Longo as a sign-on bonus.
  On April
18, 2006, the Company issued 1,500 shares of its restricted common stock to
Rochester Capital Partners, LP and 500 shares of our common stock to Joseph
Weaver in exchange for all of the issued and outstanding shares of Easy Money
Express, Inc. (200,000 shares).
  On April
20, 2006, the Company issued 2,500 shares of its restricted common stock to
Baldev Singh Grewal of Navin Enterprises, Inc. pursuant to its consulting
agreement dated March 1, 2006.
  On May
23, 2006, the Company issued 100,000 shares of its restricted common stock to
Stoecklein Law Group for services rendered to the Company.
  On May
23, 2006, the Company issued 50,000 shares of its restricted common stock to
Opus Pointe for services rendered to the Company.
  Apex
Investment Fund Ltd. converted 40,000 shares of Series A 12% Convertible
Preferred Stock into 80,000 shares of our restricted common
stock.  The 80,000 shares of common stock were issued on June 2,
2006.
  On June
23, 2006, the Company issued 100,000 shares of its restricted common stock to
CLX & Associates, Inc. pursuant to its consulting agreement dated March 1,
2006.
  On August
7, 2006, the Company issued 12,500 shares of restricted common stock to Howard
Joffe for $10,000 cash.
  On August
7, 2006, the Company issued 12,500 shares of restricted common stock to Robert
Heitner for $10,000 cash.
  F-19
 Table of Contents
  On August
7, 2006 the Company issued 125,000 shares of restricted common stock to Morton
Reed, CEO of the Company, in exchange for accrued debt valued at
$250,000.
  On August
14, 2006 the Company voided the 100,000 shares of its restricted common stock
issued on June 23, 2006 to CLX & Associates, Inc pursuant to the
cancellation agreement dated March 1, 2006.
  On August
28, 2006, the Company issued 100,000 shares of its restricted common stock to
CLX & Associates, Inc. pursuant to its consulting agreement dated March 1,
2006 that was reinstated.
  On August
28, 2006, the Company issued 160,000 shares of restricted common stocks to
Imperial Capital Holdings LLC as follows; 9,600 shares for preferred shares
dividend, 20,000 shares for the extension of the $30,000 note executed April 12,
2006 and 50,400 shares for inducement to execute an equity line of
$3,000,000.
  Imperial
Capital Holdings LLC converted 40,000 shares of Series A 12% Convertible
Preferred Stock into 80,000 shares of our restricted common
stock.  The 80,000 shares of common stock were issued on August 28,
2006.
  On August
28, 2006, the Company issued 278,000 shares of restricted common stock to Davric
Corporation as follows; 1,466 shares for interest accrued on $200,000 note,
76,533 shares for cash and 200,000 in settlement of $200,000 note.
  On
October 4, 2006, the Company issued 90,000 shares of common stock to Hans George
Huetter for consulting services rendered to the Company. The shares issued were
unrestricted pursuant to the S-8 Registration filed with SEC on September 29,
2006.
  On
October 4, 2006, the Company issued 27,500 shares of common stock to Dennis H.
Johnston for legal services rendered to the Company.  The shares
issued were unrestricted pursuant to the S-8 Registration filed with SEC on
September 29, 2006.
  On
November 17, 2006 the Company voided the 100,000 shares of its restricted common
stock issued on August 28, 2006 to CLX & Associates, Inc pursuant to the
cancellation agreement dated March 1, 2006.
  On
December 11, 2006 the Company rescinded the issuance of 125,000 shares of
restricted common stock to Morton Reed, CEO of the Company, in exchange for
accrued debt valued at $125,000.
 
 Common
Stock Issued In 2007
 
 On
November 26, 2007, the Company’s Board approved an Amendment to
the Company’s Amended Articles of Incorporation, as amended, affecting a 10
x 1 reverse stock split. No fractional shares shall be issued in connection with
the foregoing stock split; all shares of Common Stock so split that are held by
a stockholder will be aggregated subsequent to the foregoing split and each
fractional share resulting from such aggregation of each series held by a
stockholder will be rounded up to the nearest whole share.
 
 Shares of
Common Stock that were outstanding prior to the Effective Date and that are not
outstanding after the Effective Date shall resume the status of authorized but
unissued shares of Common Stock. The filing date  of the Amendment was
November 26, 2007 and the Effective Date was December 10, 2007.
 
 The
common stock issuances described in the Company’s annual report on Form
10KSB for the year ended December 31, 2007 have been retroactively
adjusted  to give effect to the 10 x 1 stock split for all periods
presented.
 
 The fair
market value for the common stock shares issued was determined as the closing
price of the common stock on the day the Board authorized the
issuance.
 
 On March
7, 2007, the Company issued 1,900,000 shares of its $0.001 par value common
stock to Rochester Capital Partners LP and 2,100,000 shares of its $0.001 par
value common stock to Lehars Handels Ges MBH at $0.0625 per share for a note
receivable totaling $250,000. The share price was
negotiated between the Board and Rochester Capital Partners
LP.
  On May 3,
2007 an Administrative Stop was placed on certificate 992 representing 2,100,000
shares of common stock issued to Lehars Handlels Ges M.b.H. on March 7, 2007.
The Administrative Stop is issued for breach of the agreement for payment by
virtue of the failure to pay for the shares. In July 2007, the shares were
returned by Lehars and subsequently issued to Rochester Capital.
  On March
30, 2007, the Company issued 800,000 shares of its restricted commons stock to
Morton Reed for accrued salary of $350,000. Mr. Reed subsequently sold the
shares to Rochester Capital Partners, LP.
  F-20
 Table of Contents
  On May
17, 2007, the Company issued 125,000 shares of its restricted commons stock to
Morton Reed for accrued salary of $175,000. Mr. Reed transferred these shares to
Rochester Capital Partners, LP.
  On May
21, 2007, the Company authorized the issuance of 50,000 restricted shares of
common stock to Imperial Capital Holdings for the extension of a $30,000 note.
The shares were registered pursuant to the SB-2 Registration Statement filed on
May 24, 2007 and issued on June 27, 2007.
 
 On June
15, 2007, the Company issued 15,000 restricted shares of its common stock to
Terry Gabby our Chief Financial Officer as a bonus for past service
contributions.
  On July
5, 2007, the board of directors authorized the issuance of 125,000 shares of
restricted common stock to Winthrop Couchot pursuant to their agreement to
eliminate the fee claim of $313,732. The shares were issued on July 24,
2007.
 
 On July
24, 2007 Imperial Capital Holdings LLC converted their 40,000 shares of Series A
Convertible Preferred stock into 80,000 shares of the Company’s common
stock.
 
 On
October 24, 2007, the Company issued 100,000 restricted shares of its common
stock to Davric Corporation for conversion of a $100,000 Note.
  On
October 24, 2007, the Company issued 7,894 restricted shares of its common stock
to Morton Reed for services rendered to the company as a Board
Member.
  On
October 24, 2007, the Company issued 5,263 restricted shares of its common stock
to Stanley Weiner for services rendered to the company as a Board
Member.
  On
November 7, 2007, the Company issued 54,541 shares of its common stock to
Callahan & Blaine pursuant to an agreement to eliminate the fee claim of
$43,633.
  On
November 7, 2007, the Company issued 24,375 restricted shares of its common
stock to Peter Liapis pursuant for conversion of a $19,500 Note.
  On
November 12, 2007, the Company issued 500,000 restricted shares of its common
stock to Stanley Weiner for conversion of a $500,000 Note. Stanley Weiner is the
Company’s Vice President of Finance and a Board member.
  On
November 19, 2007, the Company issued 125,000 restricted shares of its common
stock to J-Bear Investments LLC for conversion of a $100,000 Note.
 
 Common
Stock Issued in 2008
 
 During
the quarter ended March 31, 2008, we issued a total of 171,000 shares to 2
individuals for conversion of $150,000 in debentures they held, with accrued
interest of $21,000, or an aggregate of $171,000. The shares were issued at a
value of $1.00 per share.  We believe that the issuance of these
shares was exempt from the registration and prospectus delivery requirements of
the Securities Act of 1933, as amended, by virtue of Section 4(2).
 
 On March
5, 2008, the Company authorized the issuance of 283,333 shares of its $0.001,
par value, restricted common stock for the conversion of a note in the amount of
$42,500 held by Davric Corporation relating to LFC 104. The conversion share
price was $0.15. These shares were issued April 22, 2008. On March 5, 2008, the
Company authorized 180,000 shares of its $0.001 par value restricted common
stock for the conversion of a note in the amount of $27,000 held by Davric
Corporation relating to LFC 105. The conversion share price was $0.15. These
shares were issued April 22, 2008.
 
 On March
27, 2008, the Company authorized 400,000 shares of its $0.001 par value
restricted common stock to Virginia Perfili, a Board Member, for services
performed as a Board Member and for past services performed for Global Universal
Film Group during 2007.  The shares were valued at $0.08 per share
totaling $32,000. These shares were issued April 22, 2008.
 
 On March
31, 2008, the Company authorized 500,000 shares of its $0.001 par value
restricted common stock for the conversion of a note in the amount of $50,000
held by Green Realty Corp. relating to LFC 101. The conversion share price was
$0.10. These shares were issued April 25,2008.
 
 On April
30, 2008, 100,000 shares of restricted common stock was issued to Worldwide
financial Solutions Inc., in connection with the exercise of warrants issued at
$0.001 par value.
 
 On May 9,
2008 100,000 shares of unrestricted common stock, par value $0.001, were issued
to Imperial Capital Holdings pursuant to the terms of the Equity Investment
Agreement that requires the cash purchase of the Company’s common stock. The
share price was $0.09.  These shares were issued pursuant to our
registration statement on form SB-2, effective on June 5 2007.
  F-21
 Table of Contents
  On May
19, 2008, we issued 40,000 shares of restricted common stock, par value $0.001,
to Jerry E. Polis as an enticement for a $20,000 loan, the share price was
$0.08.
 
 On May
19, 2008, we issued 80,000 shares of restricted common stock, par value $0.001,
to Davric Corp. as an enticement for a $40,000 loan, the share price was
$0.08.
 
 On May
21, 2008 100,000 shares of unrestricted common stock, par value $0.001, were
issued to Imperial Capital Holdings pursuant to the terms of the Equity
Investment Agreement that requires the cash purchase of the Company’s common
stock. The share price was $0.10. These shares were issued pursuant to our
registration statement on form SB-2, effective on June 5 2007.
 
 On May
27, 2008 100,000 shares of unrestricted common stock, par value $0.001, were
issued to Imperial Capital Holdings pursuant to the terms of the Equity
Investment Agreement that requires the cash purchase of the Company’s common
stock. The share price was $0.08. These shares were issued pursuant to our
registration statement on form SB-2, effective on June 5 2007.
 
 On May
30, 2008, we issued 200,000 shares of restricted common stock, par value $0.001,
as directed by Stanley Weiner, in consideration for the cancellation of an
outstanding loan, at a per share price of $0.10. Stanley Weiner is the Company’s
Vice President of Finance and a member of the Board of Directors.
 
 On May
30, 2008, we issued 104,760 shares of restricted common stock, par value $0.001,
as directed by Stanley Weiner, to the Marital Trust created under the will of
Blanche Weiner, in consideration for the cancellation of an outstanding loan, at
a per share price of $0.10. Stanley Weiner is the Company’s Vice President of
Finance and a member of the Board of Directors.
 
 On May
30, 2008, we issued 95,240 shares of restricted common stock, par value $0.001,
as directed by Stanley Weiner, to the Disclaimed Residential Trust created under
the Will of Blanche Weiner, in consideration for the cancellation of an
outstanding loan, at a per share price of $0.10.  Stanley Weiner is
the Company’s Vice President of Finance and a member of the Board of
Directors.
 
 On June
5, 2008 100,000 shares of restricted common stock, par value $0.001, were issued
to Imperial Capital Holdings pursuant to the terms of the Equity Investment
Agreement that requires the cash purchase of the Company’s common stock. The
share price was $0.08. These shares were issued pursuant to our registration
statement on form SB-2, effective on June 5 2007.
 
 Additionally,
in November, 2008, the Company’s Board of Directors authorized the issuance of
an additional 500,000 shares of Series C Preferred stock to Mr. Rasmussen in
partial consideration for his agreement to: (i) reduce his salary to $10,000 per
month, (ii) to defer the receipt of his salary and other compensation until such
time as the Company has sufficient funds, and (iii) for his agreement to forego
receipt of all accrued salary due him from inception of his employment through
September 30, 2008. These shares were not issued until March,
2009.
 
 Series
“A” Preferred Stock
 
 On July
20 2005, the Board of Directors authorized the company to amend its Article of
Incorporation to allow the issuance of up to 10,000,000 shares of preferred
stock, par value $0.001 per share.  Further, the Board authorized the
initial issuance of up to 2,000,000 shares of Series A 12% Convertible Preferred
Stock (Series A Preferred).  The Series A Preferred provides for a
conversion rate 2 shares of common for each share of Series A Preferred, and
such conversion rights shall commence six months from the date of
purchase.  During 2005, the Company issued 800,000 shares of Series A
Preferred at $0.25 per share to two individual investors for cash totaling
$200,000. During 2007, all 800,000 shares were converted into common stock. As
of December 31, 2007, the Company has no issued and outstanding shares of its
Series A Preferred Stock.
 
 Series
“B” Convertible Preferred Stock
 
 Pursuant
to the reverse tri-party merger with Global Universal Film Group, Inc., we
issued a total of 1,500,000 shares of Series B Convertible Preferred Stock to
the stockholder’s of Global Universal. Mr. Rasmussen owned 50% of the shares of
Global Universal and also received 750,000 Series B Shares in the merger. Ms.
Jacqueline Giroux, President of Global Universal, received 750,000
shares.  In December 2007, we issued an additional 2,490,134 shares of
Series B Preferred stock in exchange for the cancellation of $273,915 in debt of
Global Universal.  Mr. Rasmussen received 343,227 shares directly in
his name, and Rochester Capital Partners received 641,225 shares. Ms. Giroux
received 1,505,682 shares directly in her name. The total 3,990,314 shares of
our Series B Preferred stock outstanding are convertible into 3,990,134 shares
of common stock at anytime.
  F-22
 Table of Contents
 
 The
rights and preferences of the Series B shares are as follows:
 
 Dividend
Provisions.  The holders of the Series B Convertible Preferred
Stock will not be entitled to any dividends on the Preferred Stock.
 
 Liquidation
Preference.  In the event of any liquidation, dissolution or
winding up of the Company, either voluntary or involuntary, subject to the
rights of series of preferred stock that may from time to time come into
existence, the holders of Series B Convertible Preferred Stock shall be entitled
to receive, prior to and in preference to any distribution of any of the assets
of the Company to the holders of Common Stock by reason of their ownership
thereof, an amount per share equal to the sum of (i) $0.001 for each outstanding
share of Series B Preferred Stock (“Original Series B Issue Price”) and (ii) an
amount equal to the Original Series B Issue Price for each twelve (12) months
that has passed since the date of issuance of any Series B Preferred
Stock.
 
 Spin-off Rights.  At
the election of a majority in interest of the Series B Preferred Stock, Global
Universal Film Group shall be spun off to the holders of the Series B Preferred
Stock, with 90% of such shares in Global Universal Film Group being issued, pro
rata to the holders of the Series B Preferred Stock, and 10% being issued and
distributed to the shareholders of the Company Common Stock on a pro-rata basis.
This provision was eliminated entirely with the filing of an amendment to the
designation of rights and preferences of our Series B Preferred with the State
of Nevada on December 6, 2007.
 
 Conversion.  Each
share of Series B Convertible Preferred Stock is convertible, at the election of
the holder, into one (1) share of the Company’s common stock on such date as the
majority shareholders of all Series B have elected to effect the Spin-Off
transaction; however, the Series B Convertible Preferred Stock shall
automatically convert into shares of Common Stock of the Company after twelve
(12) months from the date of LitFunding’s acquisition of Global Universal Film
Group, regardless of whether or not an election has been made to spin-off Global
Universal Film Group. This provision was amended with the filing of an amendment
to the designation of rights and preferences of our Series B Preferred with the
State of Nevada on December 6, 2007. The conversion into common stock may be
made at anytime, without conditions, by the holders of the Series B Preferred
stock.
 
 Voting Rights.  The
shares of the Series B Preferred Stock does not have any voting
rights.
 
 Series
“C” Convertible Preferred Stock
 
 In
January, 2008, in keeping with the restructuring efforts of the new management
team, the Board authorized the issuance of 6,000,000 shares of a non-dilutive,
convertible preferred stock entitled, Series C Convertible Preferred Stock
(“Series C Stock”). The Series C Stock is non-dilutive and, the initial
6,000,000 shares authorized, will convert into 60% of the Company’s outstanding
common stock as calculated immediately after such conversion. On April 4, 2008,
the Company filed a Certificate of Designation relating to its Series C
Convertible Preferred Stock with the Nevada Secretary of State. On November 8,
2008, the Board approved an amendment to the Certificate of Designation of the
Series C, which provided for 6,500,000 shares authorized, converting into 65% of
the outstanding common stock at the time of conversion, to correct an error in
the original filing.  A full description of the terms and conditions
of the Series C Preferred Stock is provided in Exhibit 3.3, filed with our
quarterly report on Form 10-QSB on August 14, 2008.
 
 Note 11
– Commitments and Contingencies
 
 Commitments
 
 In
October 2004, the Company rescinded its long-term property lease as allowed in
Chapter 11 bankruptcy proceedings of the Federal Bankruptcy code and moved its
offices to Las Vegas, Nevada where it occupied space on a month-to-month lease
until March 1, 2005.  On March 1, 2005 the company entered into
three-year lease agreement expiring February 29, 2008 at $5,000 per month in
2005, $6,000 per month in 2006 and $6,180 for the remaining lease year. Rent
expense for the years ended December 31, 2005 and 2004 was $78,837 and $127,310,
respectively.
 
 Rent
expense for the years ended December 31, 2008, 2007 and 2006 was
$9,800,  $44,046, and $48,908, respectively.
 
 The
Company utilizes the private office of its CFO, Terry Gabby, to support his
services for the Company, and retains a mailing address in Las Vegas, Nevada, at
a cost of about $200, annually, with an address of 2375 E. Tropicana Avenue,
Suite 8-259, Las Vegas, Nevada 89119.
 
 Additionally,
our wholly-owned subsidiary, Global Universal Film Group, maintains offices at
Raleigh Studios, which are approximately 500 square feet in size and are leased
on a monthly basis at a rate of $900.00, per month. The offices are located at
650 N. Bronson Avenue, Suite B-116, Los Angeles,
California  90004.
  In
December of 2006, Global Universal entered into a Deal Memo with Third Coast
Digital (“TCD”), a post production company located in Baton Rouge, Louisiana,
whereby TCD would provide Global Universal with an office presence in Louisiana
and perform services related to post production services on the slate of films
to be produced.  TCD also assisted Global Universal in obtaining the
pre-certified tax credits and formed three production LLC’s on Global
Universal’s behalf in the State of Louisiana.  As consideration for
TCD’s services and the provision of office space, the Deal Memo provided that
TCD was to receive a post production contract in the amount of $100,000 for each
film produced by Global Universal in Louisiana, provided the film’s budget was
$3 Million, or greater. If any particular film’s budget was lower than $3
Million, TCD’s fee would be reduced on a pro-rata basis. Additionally, TCD was
to receive a profit participation of 1% of the net profits from each film, and
would receive appropriate screen credit for their services.
  F-23
 Table of Contents
  We
incurred no costs to Global Universal in procuring verbal indications of
interest from the agents of Kevin Spacey and Billy Crystal. A formal offer was
made to Billy Crystal’s agent and no response has yet been
received.  The script for “Mavericks in Toyland” was originally
developed by a third party and optioned by Kevin Spacey. Also, there are no
ongoing costs, other than the costs we will incur for renewing the three LLC’s
formed in Louisiana; Global Universal Film Finance, LLC., and Global Universal
Film Productions, LLC and Global Universal Mavericks in Toyland,
LLC.
  A
Consulting Agreement was entered into on October 26, 2007 with an investor
relations firm.  The term of the contract was for three months to be
automatically renewed for each successive three-month period, unless either
party notified the other in writing to terminate the agreement.  The
fee per month was $5,000. On January 24, 2008, the contract was terminated by
the Company due to budget constraints.  The total consideration paid
was $1,000 and 20,000 shares of common stock, par value $0.001 paid by Rochester
Capital Partners valued at $.04 per share.
 
 Contingencies
& Litigation
  The
Company is a defendant in several matters in litigation, many of which are in
the normal course of business, including litigation for refunds of funds
invested and collection matters. The company believes these suits are without
merit, not of a significant amount or nature, and intends to vigorously defend
these actions in courts of law.
 
 In
connection with the business of LitFunding USA, which was sold by the Company on
March 28, 2008 (See Note 14 – Subsequent Events) the Company obtained various
judgments for the return of deposits made to attorneys practicing principally in
the State of Nevada.  In turn, a judgment was entered against the
Company in Clark County, Nevada District Court for attorneys’ fees, in the
amount of $30,000, incurred in connection with the obtaining of these
judgments.  The Company believes that these judgments are
uncollectible and that all liabilities were assured by the
Purchaser.
 
 Note
12- Net Income (Loss) Per Share
 
 Net
income per share is calculated using the weighted average number of shares of
common stock outstanding during the year. Options/Warrants to purchase 445,459
and 25,000 common shares were not considered in the calculation for diluted
earnings per share for the years ended December 31, 2008 and December 31, 2007
respectively. In accordance with SFAS No. 128, the control number used in
determining the dilutive effect of warrants and options is based on operating
income. Therefore, because the Company experienced a net operating loss as of
December 31, 2008, the effect of their inclusion based would be anti-dilutive
and hence, were not included.
 
 2008
                                                                                              
                                                                                              
                                                                                              2007Income
      (Loss)
                                                                                              
                                                                                              
                                                                                              Shares
                                                                                              
                                                                                              
                                                                                              Per
      Share
                                                                                              
                                                                                              
                                                                                              Income
      (Loss)
                                                                                              
                                                                                              
                                                                                              Shares
                                                                                              
                                                                                              
                                                                                              Per
      ShareNet  income
      (loss) before extraordinary item
                                                                                              
                                                                                              $
                                                                                              (207,627
                                                                                              )
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              $
                                                                                              (934,629
                                                                                              )Extraordinary
      item
                                                                                              
                                                                                              
                                                                                              26,250
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              323,929Total
                                                                                              
                                                                                              $
                                                                                              (181,377)
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              (610,700
                                                                                              )Preferred
      dividends
                                                                                              
                                                                                              
                                                                                              0
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              0Income
      (loss) available to common shares holders
                                                                                              
                                                                                              $
                                                                                              (181,377
                                                                                              )
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              $
                                                                                              (610,700
                                                                                              )Basic
      earnings (loss) Per Share:Before
      extraordinary item
                                                                                              
                                                                                              $
                                                                                              (207,627
                                                                                              )
                                                                                              
                                                                                              
                                                                                              10,954,988
                                                                                              
                                                                                              
                                                                                              $
                                                                                              (0.02
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (934,629
                                                                                              )
                                                                                              
                                                                                              
                                                                                              4,005,251
                                                                                              
                                                                                              
                                                                                              $
                                                                                              (0.23
                                                                                              )Extraordinary
      item
                                                                                              
                                                                                              
                                                                                              26,250
                                                                                              
                                                                                              
                                                                                              
                                                                                              10,954,988
                                                                                              
                                                                                              
                                                                                              $
                                                                                              0.00
                                                                                              
                                                                                              
                                                                                              
                                                                                              323,929
                                                                                              
                                                                                              
                                                                                              
                                                                                              4,005,251
                                                                                              
                                                                                              
                                                                                              $
                                                                                              0.08Total
                                                                                              
                                                                                              $
                                                                                              (181,377
                                                                                              )
                                                                                              
                                                                                              
                                                                                              10,954,988
                                                                                              
                                                                                              
                                                                                              $
                                                                                              (0.02
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (610,700
                                                                                              )
                                                                                              
                                                                                              
                                                                                              4,005,251
                                                                                              
                                                                                              
                                                                                              $
                                                                                              (0.15
                                                                                              )
  F-24
 Table of Contents
  Note 13– Related Party
 
 Gary
Rasmussen, our CEO and Chairman, also serves as the Chairman and Secretary of
our subsidiary, Global Universal Film Group.  As a result, Mr.
Rasmussen received shares of our Series B Preferred stock, both directly and
indirectly through Rochester Capital Partners (RCP), in connection with our
acquisition of Global Universal Film Group, and in consideration of the
cancellation of notes payable from Global Universal Film Group. Additionally,
Mr. Rasmussen is the General Partner of Rochester Capital Partners, our
controlling and largest shareholder.
 
 Note
14– Warrants and Options
 
 On
January 5, 2006, we granted 30,000 options to purchase shares of our common
stock at $1.50 per share to Baldev Singh Grewal for services rendered to the
Company.  The options are exercisable for one year.
 
 On March
15, 2006, we issued a two (2) year warrant to purchase 1,000 shares of our
common stock at $2.50 per share to David Ciolino for services rendered to the
Company.
 
 We
granted the CFO of the Company Terry Gabby 500 options in November 2006,
exercisable at $4.00 per share and expiring on November 21, 2009. We granted
Terry Gabby 500 warrants in November 2006, exercisable at $4.00 per share and
expiring on November 27, 2009.
 
 We
believe that the issuance and grant of the warrants and options was exempt from
the registration and prospectus delivery requirements of the Securities Act of
1933 by virtue of Section 4(2) and Regulation D Rule 506.  The shares
issued were directly from us and did not involve a public offering or general
solicitation.  The recipients of the shares were afforded an
opportunity for effective access to files and records of the Company that
contained the relevant information needed to make their investment decision,
including the financial statements and 34 Act reports.  We reasonably
believed that the recipients, immediately prior to issuing the shares, had such
knowledge and experience in our financial and business matters that they were
capable of evaluating the merits and risks of their investment.  The
recipients had the opportunity to speak with our management on several occasions
prior to their investment decision.
 
 Options
and Warrants Exercised
  During
the year ended December 31, 2008, no options were exercised, and 100,000
warrants were exercised. The warrants and options were issued to both
non-employees for services and to Directors of the Company and creditors. The
warrants and options issued to Directors of the Company were part of the
compensation package promised to Directors in August 2004 and are priced
accordingly.
 
 The
summary of activity for the Company's stock options and warrants is presented
below and takes into effect the reverse split of our common stock on a 1-for-10
basis in December 2007:
 
 Year
      ended
                          December,
      2008
                        
                        
                        Weighted
      Average
                          Exercise
      Price
                        
                        
                        Year
      ended
                          December,
      2007
                        
                        
                        Weighted
      Average
                          Exercise
      PriceOptions/Warrants  outstanding
      at beginning of Period
                        
                        
                        481,675
                        
                        
                        $
                        4.20
                        
                        
                        
                        601,075
                        
                        
                        $
                        4.20Granted
                        
                        
                        445,459
                        
                        
                        $
                        0.36
                        
                        
                        
                        25,000
                        
                        
                        $
                        0.80Exercised
                        
                        
                        100,000
                        
                        
                        $
                        .001
                        
                        
                        
                        
                        
                        
                        $Amended
                        
                        
                        300,000
                        
                        
                        $
                        0.32Terminated/Expired
                        
                        
                        (444,250
                        )
                        
                        $
                        2.63
                        
                        
                        
                        (144,400
                        )Options
      /warrants outstanding at end of period
                        
                        
                        481,675
                        
                        
                        $
                        1.65
                        
                        
                        
                        481,675
                        
                        
                        $
                        3.20Options/warrants
      exercisable at end of period
                        
                        
                        481,675
                        
                        
                        $
                        1.65
                        
                        
                        
                        481,675
                        
                        
                        $
                        3.20Price
      per share of options outstanding
                        
                        $
                        0.10-$70.00
                        
                        
                        
                        
                        
                        
                        $
                        0.10-70.00Weighted
      average remaining contractual lives
                        
                        1.69
      years
                        
                        
                        
                        
                        
                        
                        1.75
      yearsWeighted
      average fair value of options granted during the period
                        
                        $
                        0.08
                        
                        
                        
                        
                        
                        
                        $
                        0.79
  F-25
 Table of Contents
 
 Note
15 - Subsequent Events
 
 Divestiture of LitFunding
USA
 
 On March
28, 2008, the Company entered into Stock Purchase Agreement with Iscom, Inc.,
whereby, effective on March 31, 2008, we divested ourselves of LitFunding USA,
Inc., a Nevada corporation, and all of its assets and liabilities. LitFunding
USA was a wholly-owned subsidiary of the Registrant and, through its six,
wholly-owned subsidiary LLC companies, was engaged in the business of advancing
funds to Plaintiffs attorneys on various legal actions, for which it anticipated
earning a fee along with the return of such advances upon a favorable outcome of
the litigation. The business operations of LitFunding USA, and corresponding
liabilities, represented the bulk of the Registrant's former core business
operations. As a wholly-owned subsidiary of the Company, LitFunding USA's
substantial liabilities were required to be reported on the Company's balance
sheet, while the assets, consisting primarily of advances and fees due,
contingent upon the successful outcome of litigation, could not be booked due to
their uncertainty of collection.
 
 Under the
terms of the Stock Purchase Agreement, we received consideration of $500 plus a
fifty percent (50%) interest in the net revenues collected from advances and
fees conditionally due from various Plaintiffs attorneys, less any and all
expenses associated with the collection of such advances, less the amount of the
liabilities of LitFunding USA, and less a deduction of fifteen percent (15%) of
any gross revenues collected as a reasonable fee for the services of the
purchaser, or its agents, for managing the business of LitFunding
USA.
 
 Under the
terms of the Stock Purchase Agreement, the Company will have no involvement
with, or obligations to, the spun-off entity.  In addition, the
Company will have no managerial, or other, control over the operations of the
disposed entity.  As such, the net revenue sharing arrangement is
strictly passive and based upon the historical difficulties in collecting any of
these fees no revenues to the Company are expected or projected.
  The
foregoing description of the terms and conditions of the Stock Purchase
Agreement is qualified in its entirety by, and made subject to, the more
complete information set forth in the entire Stock Purchase Agreement, a copy of
which was filed as an exhibit to our Form 8-K, dated March 28, 2008, and filed
on April 8, 2008.
 
 
 F-26
 Table of Contents
 Item9.        Changes in and
Disagreements With Accountants on Accounting
and Financial Disclosure


We have
appointed Lawrence Scharfman & Co., CPA, P.C., as the Company's independent
accountants for the years ended December 31, 2008, and 2007.
  Item 9A.    Controls and Procedures
 
 We
conducted an evaluation, with the participation of Gary Rasmussen, our current
Chief Executive Officer, and Terry Gabby, our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, as of December 31, 2008, to ensure that
information required to be disclosed by us in the reports filed or submitted by
us under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities Exchange Commission’s rules
and forms, including to ensure that information required to be disclosed by us
in the reports filed or submitted by us under the Exchange Act is accumulated
and communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. Based on
that evaluation, Messrs. Rasmussen and Gabby have concluded that as of December
31, 2008, our disclosure controls and procedures were effective at the
reasonable assurance level.
 
 Management’s
Report on Internal Control over Financial Reporting
  Management
is responsible for establishing and maintaining adequate internal control over
financial reporting of the Company.  Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements.  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 and procedures may deteriorate.
 
 Management,
with the participation of our principal executive officer and principal
financial officer, has evaluated the effectiveness of our internal control over
financial reporting as of December 31, 2008, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.  Based on this evaluation,
because of the Company’s limited resources and limited number of employees,
management concluded that, as of December 31, 2008, our internal control over
financial reporting is effective in providing reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with the U.S. generally accepted accounting
principles.
 
 Management
has abandoned its former business model in March of 2008, and does not therefore
believe that its current business, after taking into consideration its current
controls and procedures could result in a reoccurrence of the material
weaknesses which occurred with respect to the 2007 financial
statements.
  This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting.  Management’s report was not subject to
attestation by the Company’s independent registered public accounting firm
pursuant to temporary rules of the SEC that permit the Company to provide only
management’s report in this annual report.
  Limitations
on Effectiveness of Controls and Procedures
 
 Our
management, including our Chief Executive Officer and Chief Financial Officer,
does not expect that our disclosure controls and  procedures or our
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 controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected.  These inherent limitations
include, but are not limited to, the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or
mistake.  Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control.  The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events and
there can be no assurance that any design will succeed in achieving its
stated goal under all potential future conditions.  Over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may
deteriorate.  Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and not be
detected.
 
 Changes
in internal controls
 
 There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Rule 13a-15d-15
under the Exchange Act that occurred during the year ended December 31, 2008,
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
 
 Item
9B.    Other Information
  None.
 
 19
 Table of Contents
 
 PART
III
 
 
 Item 10.     Directors, Executive Officers and
Corporate Governance
 
 The
members of the board of directors serve for one year terms and are elected at
the next annual meeting of stockholders, or until their successors have been
elected.  The officers serve at the pleasure of the board of
directors.
 
 Resignations and
Appointments of Officers and Directors
 
 Information
as to our current directors and executive officers of the Company is as
follows:
 
 Name
                        
                        Age
                        
                        TitleGary
      Rasmussen
                        
                        56
                        
                        CEO
      and DirectorTerry
      Gabby
                        
                        64
                        
                        CFO
      and TreasurerStanley
      Weiner
                        
                        65
                        
                        Director
      and VP of FinanceVirginia
      Perfili
                        
                        50
                        
                        Director
 
 
 Duties,
Responsibilities and Experience of Director & Officers of Global
Entertainment Holdings.
 
 Gary Rasmussen.  Mr.
Rasmussen has served as our Chief Executive Officer and Chairman of the Board of
Directors since September of 2007.  In such capacity, he oversees our
ongoing business development, acquisitions and financing. Mr. Rasmussen has an
extensive background spanning over 30 years as an entrepreneur with vast
experience in all phases of business development, having been a founder, chief
executive officer or director of numerous private and publicly-held corporations
engaged in the areas of cable television, investment banking, mortgage banking
and motion pictures.  He has extensive experience in structuring debt
and negotiating equity capital for both public and private enterprises,
implementing short and long term business planning, acquisitions and
divestitures, and has played a leading role in spearheading several publicly
held corporations from their inception. From November of 2004 through September
of 2007, Mr. Rasmussen was self-employed as a business consultant, working
primarily with small publicly traded companies.  Prior to November,
2004, Mr. Rasmussen was a founder, consultant and non-executive Chairman of
Infinicall, a public company engaged in developing a VoIP (Voice over Internet
Protocol) technology to provide residential phone services to consumers with an
Internet connection.  Mr. Rasmussen holds a Bachelor degree in
Business Administration from Western Michigan University.
 
 Terry Gabby.  Mr.
Gabby has served as Chief Financial Officer and Treasurer of the Company since
July 1, 2005.  Mr. Gabby has over 30 years’ experience in executive
management, auditing and finance. As the senior auditor for a regional audit
firm, Seidman & Seidman CPA's, he was the senior in charge of audits for
several publicly held companies in the casino and manufacturing industries. From
1981 to 1991, Mr. Gabby was the corporate director of internal audit for Sahara
Resorts, Inc., a publicly traded company with several gaming subsidiaries and
time-share properties. As a consultant for various clients, Mr. Gabby has
developed and implemented financial accounting systems, internal control systems
and participated in establishing review procedures for compliance testing as
required under the Sarbanes-Oxley Act. The past seven years, Mr. Gabby has held
the executive positions of Chief Financial Officer and Controller for several
large tribal gaming enterprises located in several state jurisdictions. These
enterprises were business start-ups requiring loan acquisitions, funding
distributions, construction cost control and the development of financial
reporting systems. Mr. Gabby earned his Bachelor of Science degree in accounting
from the University of Nevada, Las Vegas College of Business Administration in
1973. Mr. Gabby will receive a salary of $55,000 annually, and will receive a
signing bonus of 10,000 options to purchase shares of the Registrant's common
stock at $0.41 per share. Mr. Gabby is not an officer or director of any
reporting company.
 
 Stanley B. Weiner.  Mr.
Weiner has served as a Director of the Company since October 2003 and Vice
President of Finance of the Company since December 2000.  Mr. Weiner
has more than 35 years experience creating and running
businesses.  Mr. Weiner was the founding officer of Gemini Financial
Corporation, a NASD Broker/Dealer from 1970 through 1975, President of APA, Real
Estate Syndication Company from 1975 through 1978, Managing Partner of
Agri-World Partnership from 1978 through 1983, an agricultural project
syndication company with offices throughout Europe and the Middle
East.  Mr. Weiner was a Founding Officer/President of Regent
Properties from 1985 through 1990, and Chief Executive Officer of Wise
Industries from 1990 through 1993, a company specializing in pollution control
devices.  In 1978, Mr. Weiner founded Western Pacific Investment
Corporation, centers and agricultural properties in addition to packaging many
tax-sheltered investments.  As a result of the foregoing activities,
Mr. Weiner has extensive experience in marketing, acquiring, financing and
developing commercial and agricultural property, negotiating agreements and
packaging transactions.  Mr. Weiner received his Bachelor of Arts
degrees in both Psychology and Economics from California State University at
Long Beach in 1966.  He also did graduate work in both fields at
UCLA.  Mr. Weiner has in the past held a National Association of
Securities Dealers Principals license and is a licensed Real Estate
Broker.  Mr. Weiner is not an officer or director of any other
reporting company.
 
 Virginia Perfili.Ms. Perfili
has been involved in the entertainment industry for the past 25 years, having
served as the President of a public company, Orphan, Inc., and as a writer,
director, producer and executive producer of several feature-length films, many
music videos, and a TV show pilot.
 
 In 1984,
Ms. Perfili was a co-founder and served as President of Orphan, Inc., a publicly
held, entertainment company that started as a small Detroit-based, independent
record label. Under her leadership, Orphan acquired marketed five recording
artists, all of which began charting on the Billboard charts, negotiated several
distribution deals, obtained an artist contract with Atlantic, as well as
contracts to produce videos for Atlantic and Sony.
 
 In 1990,
Orphan ventured into producing feature films.  Orphan joined forces
with Gary Rasmussen (currently CEO of LitFunding), who was instrumental in
restructuring the company as a publicly-traded entity, as well as raising
capital for several films that were produced by Orphan.  Ms. Perfili
was both producer and executive producer for the feature films, “Mirror Mirror”
and “Mirror Mirror 2: Raven Dance”, and spearheaded their marketing and
distribution.  Both of these independent feature films enjoyed
theatrical, cable,  Pay-Per-View, TV broadcast, VHS, DVD, and Laser
Disc releases, domestically.  In 1995, she directed another sequel,
Mirror, Mirror III: The Voyeur.  Ms Perfili has always had a keen eye
for recognizing fresh, new talent as demonstrated by the fact that she cast a
then unknown young actor, Mark Ruffallo, as the male lead in both Mirror, Mirror
2 and Mirror, Mirror III, his very first leading roles in a feature
film.
 
 20
 Table of Contents
  From 2000
through present, Ms. Perfili has been actively involved as a producer and
consultant in the entertainment industry, and was also a director and consultant
for a publicly-held, Voice Over Internet company.  In 2006, Virginia
Perfili organized Freelance Filmworks, LLC, and served as the Executive Producer
of its current feature film, tentatively entitled “ROUNDS”, which is presently
in post production.
 
 Ms.
Perfili graduated from Wayne State University in Detroit, Michigan, with a B.A.
degree in Humanities with a pre-law curriculum.
 
 Management
Biographies for Global Universal Film Group, Inc. and Global Universal Pictures,
Inc.
 
 Jacqueline
Giroux.Jacqueline Giroux is the CEO, President and Treasurer
of our wholly-owned subsidiary, Global Universal Film Group, a film production
and distribution company that she founded in 1997. Additionally, she is the
founder and President of Global Universal Pictures, Inc., a federally chartered
Canadian corporation, which is 30% owned by the Company.  In March,
2006, Global Universal became a wholly-owned subsidiary of Global Entertainment
Holdings (OTCBB: GBHL), in a merger transaction whereby the original stock
holders of Global Universal received 1,500,000 shares of GBHL Series B,
convertible preferred stock.  Prior to Global Universal’s merger with
GBHL, Ms. Giroux was a co-founder, director and President of a publicly-traded
company engaged in Internet Telephony (VoIP communications). Ms. Giroux is also
the founder and President of Global Universal Pictures, Inc., a Canadian
corporation, which is 30% owned by Global Entertainment Holdings.
 
 Ms.
Giroux has experience in managing publicly-held companies and considerable
expertise in film financing and developing worldwide business relationships for
co-producing and financing motion pictures. Jackie is also a writer, producer
and director of feature films, and has been awarded “keys” to numerous U.S.
Cities for her lecturing and fund raising for charity organizations in the
United States. In addition, Ms. Giroux created an online casting website for
Global Universal, which will be utilized to find and cast talent worldwide:
www.youvegotthepart.com.
 
 Ms.
Giroux won a scholarship to the New York American Academy of Dramatic Arts, and
has appeared in many off Broadway and Broadway plays.  Her career in
films was launched with a lead role in “The Cross and the Switch Blade”,
starring Pat Boone and Eric Estrada.  She has appeared in fifteen
feature films and several TV series; her last film as an actress was in “To Live
and Die in LA”, directed by Billy Friedkin for MGM in 1985.  Since
then, she has written and produced ten feature films, two “Movies of the Week”,
two reality series, and most recently “Head Heart & Balls” a television
pilot starring Adam Corolla.
 
 Jacqueline
Giroux has extensive experience in structuring financing and co-production
deals, having successfully arranged for co-productions between Canada, France
and Germany, as well as Canada, France and Australia.  In 2000, she
wrote and directed “Coo Coo Café”, a satire on the media
networks.  “Coo Coo Café” the first film produced in New Brunswick
Canada, was invited to the Sundance Film Festival, as well as received an
invitation by the American Film Institute to be considered as one of the Best
Screenplays of the year 2000.  She is a past nominee of The New York
Film and Video Festival, and The Cannes Film Festival’s “Out of Competition”
series. She has been profiled in several books, and appeared on The Tonight
Show, The Merv Griffin Show, and The Geraldo Rivera Show, “Now It Can Be
Told”.
 
 Terry Gabby – CFO(See
biography above)
 Virginia Perfili – Vice President of
Production. (See biography above)
 Gary Rasmussen – Chairman &
Secretary.  (See biography above)
  Management
Biographies for Global Universal Entertainment, Inc.
 
 Peter Liapis.Mr.
Liapis was recently hired to serve as the President of Global Universal
Entertainment, Inc., a wholly-owned subsidiary.  Global Universal
Entertainment was formerly known as Easy Money Express, a subsidiary intended by
former management of the Company to conduct financial transactions.
 
 Peter
received his Bachelor of Arts degree from California State University at
Fullerton in 1973, and attended law school the following year.  Shortly
thereafter he moved to Los Angeles where he began his acting career starring
opposite the legendary Mae West in her last, but very controversial, motion
picture, “Sextette.”  Over the next several years Mr. Liapis starred
in numerous feature films including “Ghoulies”, “Ghoulies IV”, and Ghost
Warrior. By the early 1990's Mr. Liapis moved behind the camera to co write and
executive produce "Sins of Desire" starring Tanya Roberts and Nick Cassavetes
for Cinetel Films.  He continue to write and direct such pictures as “Alone
With A Stranger”, “The Step Daughter” and “Captured” for The Image Organization
and WIN International Pictures.
  Mr.
Liapis was a founding member of Gotham Metro Studios, a production /
distribution company based in Santa Monica.  In mid 2006 he joined Global
Universal Film Group Inc. to assist and assemble a screenplay library and to
build Global Universal into a publicly traded company.  Mr. Liapis was
instrumental in Global Universal's acquisition of $21 MUSD in Pre Certified Tax
Credits issued by the State of Louisiana and in the post- production joint
venture agreement between Global Universal and Third Coast Digital, a
post-production facility in Baton Rouge, Louisiana. Mr. Liapis has developed a
close working relationship with many successful independent film and
distribution companies in Hollywood.  Those relationships, along with his
prolific writing ability, have provided Global Universal Film Group Inc. a
tremendous advantage in creating and developing future in-house
projects.
 
 David Richter.David
Richter will serve as Production Executive for Global Universal Entertainment, a
wholly-owned subsidiary of the Company (“GUE”).  Mr. Richter will be
applying a decade of production related experience and entrepreneurial skill to
the challenging task of assisting GUE in rolling out its slate
of  planned films.  David Richter is also working with Global
Entertainment Holdings, assisting management with the preparation of corporate
materials and packaging financial presentations designed to facilitate overall
financing for the Company.
 
 David
graduated from Colorado State University 1991 with a B.A. degree in
Communication and a minor in English. While attending CSU, he was awarded a
scholarship from their prestigious creative writing program.  After
college, David began his career in broadcast video production, working as a
producer for the CBS affiliated KKTV television station in Colorado Springs,
Colorado.  He produced and directed some 80 local and regional
commercials and won the Colorado Broadcasters Award for Best Low Budget
Commercial in that market in 1993.  He moved to Los Angeles in 1994,
and has worked in all categories of film and video production.  He has
produced and directed promos and commercials, line produced and post production
supervised film projects, operated beta-cam, worked as an editor at a post
house, hired cast & crew, scheduled & budgeted, location scouted, and
supervised film processing &  telecine transfers.  He
honed his artistic skill by studying acting and directing for 3 years at the
well-known Beverly Hills Playhouse.  From 1998 to 2004 he founded his
own production company which focused on marketing and advertising for the
automotive industry.  For the last 5 years he has been an entrepreneur
in the construction industry and holds a State of California General
Contractor’s License.
 
 21
 Table of Contents
  Terry Gabby – CFO &
Treasurer.  (See biography above)
 Gary Rasmussen – Chairman &
Secretary.  (See biography above)
  Election
of Directors and Officers.
 
 Directors
are elected to serve until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
 
 No
Executive Officer or Director of the Company within the last 5 years has been
the subject of any Order, Judgment, or Decree of any Court of competent
jurisdiction, or any regulatory agency permanently or temporarily enjoining,
barring suspending or otherwise limiting him from acting as an investment
advisor, underwriter, broker or dealer in the securities industry, or as an
affiliated person, director or employee of an investment company, bank, savings
and loan association, or insurance company or from engaging in or continuing any
conduct or practice in connection with any such activity or in connection with
the purchase or sale of any securities.
 
 No
Executive Officer or Director of the Company within the last 5 years has been
convicted in any criminal proceeding (excluding traffic violations) or is the
subject of a criminal proceeding which is currently pending.  No
Executive Officer or Director of the Company is the subject of any pending legal
proceedings.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
requires our executive officers and directors, and persons who beneficially own
more than ten percent of our common stock, to file initial reports of ownership
and reports of changes in ownership with the SEC. Executive officers, directors
and greater than ten percent beneficial owners are required by SEC regulations
to furnish us with copies of all Section 16(a) forms they file. Based upon a
review of the copies of such forms furnished to us and representations from our
executive officers and directors, we have found that, as of the date of this
filing, some of the required filings have not been timely filed. We are
processing the appropriate documents to bring this reporting requirement
current.
  Audit
Committee and Financial Expert
 
 We do not
have an Audit Committee.  Our directors perform some of the same
functions of an Audit Committee such as: recommending a firm of independent
certified public accountants to audit the annual financial statements; reviewing
the independent auditors, the financial statements and their audit report; and
reviewing management's administration of the system of internal accounting
controls. The Company does not currently have a written audit committee charter
or similar document.
 
 Other
than Mr. Gabby, our CFO, we have no additional financial experts. We believe the
cost related to retaining a financial expert at this time would be prohibitive
and an unnecessary strain on our limited financial resources. Further, because
of our start-up operations, we believe the services of a financial expert are
not warranted.
 
 Code
of Ethics
 
 A code of
ethics relates to written standards that are reasonably designed to deter
wrongdoing and to promote:
 
 (1)
              Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;(2)
              Full,
      fair, accurate, timely and understandable disclosure in reports and
      documents that are filed with, or submitted to, the Commission and in
      other public communications made by an
issuer;
 (3)
              Compliance
      with applicable governmental laws, rules and
  regulations;(4)
              The
      prompt internal reporting of violations of the code to an appropriate
      person or persons identified in the code;
and
 (5)
              Accountability
      for adherence to the code.
 
 We have
not adopted a corporate code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.
 
 The
decision to refrain from adopting a code of ethics resulted from having only
three officers and three directors operating the Company.  Possible
ethics code violations would be reported directly to the party generating the
violation.
  22
 Table of Contents
  Nominating
Committee
 
 We do not
have a Nominating Committee or Nominating Committee Charter. Our board of
directors performs the functions associated with a Nominating Committee. We have
elected not to have a Nominating Committee in that we are a development stage
company with limited operations and resources.
 
 Item11.  Executive Compensation
 
 The
following table sets forth the compensation of the Company’s executive officers
during the last three fiscal years of the Company.  The remuneration
described in the table does not include the cost of the Company of benefits
furnished to the named executive officers, including premiums for health
insurance and other benefits provided to such individuals that are extended in
connection with the conduct of the Company’s business.
  
 
 
 Summary
Compensation Table
 For
Fiscal Year- Ended 2008 and 2007
 Name
      and Principal Position
                                      Year
                                      Salary
                                        ($)
                                      Bonus
                                        ($)
                                      Stock
      Awards
                                        ($)
                                      Options
      Awards
                                        ($)
                                      Non-Equity
      Incentive Plan Compensation ($)
                                      Change
      in Pension Value & Nonqualified Deferred Compensation
      Earnings
                                        ($)
                                      All
      Other Compensation
                                        ($)
                                      Total
                                        ($)(a)
                                      (b)
                                      (c)
                                      (d)
                                      (e)
                                      (f)
                                      (g)
                                      (h)
                                      (i)
                                      (j)Morton Reed President, CEO & Director (1)
                                      2008
                                      NONE
                                      NONE
                                      NONE
                                      NONE
                                      NONE
                                      NONE
                                      0
                                      02007
                                      252,000
                                      NONE
                                      NONE
                                      NONE
                                      NONE
                                      NONE
                                      $56,380
                                      $308,380Gary
      Rasmussen
                                        CEO
      & Director (2)
                                      2008
                                        2007
                                      120,000
                                        252,000
                                      NONE
                                        NONE
                                      NONE
                                        NONE
                                      NONE
                                        NONE
                                      NONE
                                        NONE
                                      NONE
                                        NONE
                                      0
                                        0
                                      120,000
                                        $252,000Terry
      Gabby,CFO
                                      2008
                                      55,000
                                      NONE
                                      NONE
                                      NONE
                                      NONE
                                      NONE
                                      NONE
                                      $55,0002007
                                      55,000
                                      NONE
                                      16,500
                                      $19,500
                                      NONE
                                      NONE
                                      NONE
                                      $75,000
 
 (1) Mr.
Reed resigned all positions with the Company on August 31, 2007, for health
reasons.
  (2) Mr.
Rasmussen waived his right to any salary from the Company on November 8, 2008,
for the period commencing with his appointment as our CEO, through September 30,
2008. Additionally, he voluntarily reduced his salary to $10,000 per month,
which shall be accrued until such time as the Company has attained sufficient
capital to pay salaries.
 
 23
 Table of Contents
 
 OUTSTANDING
EQUITY AWARDS
 AT
FISCAL YEAR- END AS OF 12/31/2008
  Name
                                              (a)
                                            Number
      of Securities Underlying Unexercised Options (#) Exercisable
                                              (b)
                                            Number
      of Securities Underlying Unexercised Options (#)
Unexercisable
                                              (c)
                                            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options (#)
                                              (d)
                                            Option
      Exercise Price($)
                                              (e)
                                            Options
      Expiration Date
                                              (f)
                                            Number
      of Shares or Units of Stock That Have Not Vested (#)
                                              (g)
                                            Market
      Value of Shares or Units of Stock That Have Not Vested ($)
                                              (h)
                                            Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      That Have Not Vested (#)
                                              (i)
                                            Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights That Have Not Vested ($)
                                              (j)Gary
      Rasmussen CEO & Director
                                            NONE
                                            NONE
                                            NONE
                                            NONE
                                            NONE
                                            NONE
                                            NONE
                                            NONE
                                            NONETerry
                                              Gabby,
      CFO
                                            25,000
                                              5,000
                                              5,000
                                            NONE
                                            NONE
                                            $0.80
                                              $0.40
                                              $0.40
                                            8/30/09
                                              11/21/09
                                              11/27/09
                                            NONE
                                            NONE
                                            NONE
                                            NONEStanley
                                              Weiner,
      Board Member
                                            3,750
                                              1,875
                                              1,875
                                              1,875
                                              1,875
                                            NONE
                                            NONE
                                            $2.00
                                              $2.00
                                              $2.00
                                              $2.00
                                              $2.00
                                            1/20/10
                                              8/6/09
                                              11/6/09
                                              2/6/10
                                              5/6/10
                                            NONE
                                            NONE
                                            NONE
                                            NONE
 
 All
options and warrants have been authorized by the Board of
Directors.  All options and warrants issued were for services
rendered.
 
  DIRECTOR
COMPENSATION
 For
Fiscal Year- Ending 12/31/2008
  Name
                                                  (a)
                                                Fees
      Earned or Paid in Cash
                                                  ($)
                                                  (b)
                                                
                                                Stock
      Awards
                                                  ($)
                                                  (c)
                                                
                                                Option
      Awards
                                                  ($)
                                                  (d)
                                                Non-Equity
      Incentive Plan Compensation ($)
                                                  (e)
                                                Change
      in Pension Value and Nonqualified Deferred Compensation
      Earnings
                                                  (f)
                                                All
      Other Compensation
                                                  ($)
                                                  (g)
                                                
                                                Total
                                                  ($)
                                                  (h)Stanley
      Weiner
                                                NONE
                                                
                                                
                                                NONE
                                                
                                                NONE
                                                NONE
                                                NONE
                                                NONE
                                                
                                                $
                                                0Gary
      Rasmussen
                                                NONE
                                                
                                                NONE
                                                
                                                NONE
                                                NONE
                                                NONE
                                                NONE
                                                
                                                
                                                0Virginia
      Perfili
                                                NONE
                                                
                                                32,000
                                                
                                                NONE
                                                NONE
                                                NONE
                                                NONE
                                                
                                                $
                                                32,000
 
 The
amounts in all Other Compensation columns for the Board members are the fair
value of warrants that were issued to the Board members for their past
services.  All of the warrants were vested on the grant
date.  None have been exercised.
 
 
 24
 Table of Contents
  EMPLOYMENT
AGREEMENTS
  Gary
Rasmussen
 
 Mr.
Rasmussen has not yet entered into a written employment agreement with the
Company. However, the Board of Directors authorized compensation and benefits
for him that are commensurate with those provided to his predecessor, Morton
Reed. Therefore, the Company had accrued a salary base of $252,000 per annum. No
portion of this salary was paid and Mr. Rasmussen elected to waive all accrued
salary for the fiscal year ending December 31, 2007. At a meeting of the Board
on November 8, 2008, Mr. Rasmussen officially reduced his salary to $10,000, per
month, with the provision that his salary be accrued until such time as the
Company has attained sufficient capital. Further, Mr. Rasmussen has waived all
of his salary previously accrued through September 30, 2008.  Mr.
Rasmussen has not received any salary for his services to the Company from
inception of his employment as CEO through March 31, 2009.
 
 Terry
Gabby
 
 Mr. Gabby
entered in to an employment agreement effective June 29, 2005, to serve as the
Company’s Chief Financial Officer with an annual salary of
$55,000.  Mr. Gabby received 1,000 options at $4.10 per share expiring
on July 1, 2007.  These options were vested at the date of
grant.  Mr. Gabby received 5,000 options in November 2006 exercisable
at $0.40 per share and will expire on November 21, 2009. In November 2006 Mr.
Gabby received 5,000 warrants exercisable at $0.40 per share and will expire on
November 27, 2009. The fair value of these options and warrants is calculated to
be $4,425.  In August 2007 Mr. Gabby received 25,000 options
exercisable at $0.80 per share and will expire on August 30, 2009. The fair
value of these options is calculated to be $19,500.
 Director
Compensation and Other Arrangements
 
 All
directors will be reimbursed for expenses incurred in attending Board or
committee meetings.  From time to time, certain directors, who are not
employees, may receive shares of common stock. Additionally, directors are
eligible to participate in any stock option plans.
 
 Compensation
Committee
 
 The
Company does not have a compensation committee of the Board of
Directors.  Until a formal committee is established, the Board of
Directors will review all forms of compensation provided to our executive
officers, directors, consultants and employees, including stock
compensation.
 
 Option
Grants in Last Fiscal Year
 
 The
following Warrants were issued to Worldwide Financial Solutions (“WFS”) during
the year ending December 31, 2008.
 
 On April
3, 2008, we issued WFS a warrant to purchase 100,000 shares of our common stock
at a price equal to its par value. This warrant was exercised.
 
 May 15,
2008, we issued WFS warrants to purchase an aggregate of 345,359 shares of our
common stock upon the terms set forth in the table below.
 
 EXERCISE
                  
                  
                  
                  
                  Fair
                  
                  
                  
                  
                  
                  EXERCISE
                  
                  
                  EXERCISE
                  
                  
                  CLOSINGGRANT
      DATE
                  THROUGH
                  
                  WARRANTS
                  
                  
                  Value
                  
                  
                  AMOUNT
                  
                  
                  PRICE
                  
                  
                  Amount
                  
                  
                  PRICE
                  
                  Issued
      For5/15/2008
                  6/30/2008
                  
                  
                  100,000
                  
                  
                  $
                  0.07
                  
                  
                  $
                  6,700
                  
                  
                  $
                  0.20
                  
                  
                  $
                  20,000.00
                  
                  
                  $
                  0.14
                  
                  Financial
      Consulting5/15/2008
                  8/15/2008
                  
                  
                  100,000
                  
                  
                  $
                  0.08
                  
                  
                  $
                  7,900
                  
                  
                  $
                  0.40
                  
                  
                  $
                  40,000.00
                  
                  
                  $
                  0.145/15/2008
                  11/30/2008
                  
                  
                  100,000
                  
                  
                  $
                  0.10
                  
                  
                  $
                  10,000
                  
                  
                  $
                  0.70
                  
                  
                  $
                  70,000.00
                  
                  
                  $
                  0.145/15/2008
                  2/15/2009
                  
                  
                  45,459
                  
                  
                  $
                  0.12
                  
                  
                  $
                  5,501
                  
                  
                  $
                  1.00
                  
                  
                  $
                  45,459.00
                  
                  
                  $
                  0.144/3/2008
                  
                  
                  
                  100,000
                  
                  
                  $
                  0.07
                  
                  
                  $
                  7,000
                  
                  
                  $
                  0.001
                  
                  
                  $
                  100.000
                  
                  
                  $
                  0.08445,459
                  
                  
                  $
                  0.44
                  
                  
                  $
                  37,101
                  
                  
                  $
                  2.30
                  
                  
                  $
                  175,559.00Weighted
      Average
                  
                  
                  $
                  0.08
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  0.39
 
 On
November 8, 2008, the original term of the warrants issued to WFS, entitling
themto purchase 300,000 shares of our common stock, were extended to an exercise
date of not later than March 31, 2009. The exercise price was also amended as
set forth in the table below.
 
 EXERCISE
                  
                  
                  
                  
                  Fair
                  
                  
                  
                  
                  
                  EXERCISE
                  
                  
                  EXERCISE
                  
                  
                  CLOSINGGRANT
      DATE
                  THROUGH
                  
                  WARRANTS
                  
                  
                  Value
                  
                  
                  AMOUNT
                  
                  
                  PRICE
                  
                  
                  Amount
                  
                  
                  PRICE
                  
                  Issued
      For11/8/2008
                  3/31/2009
                  
                  
                  100,000
                  
                  
                  $
                  0.02
                  
                  
                  $
                  2,000
                  
                  
                  $
                  0.20
                  
                  
                  $
                  20,000.00
                  
                  
                  $
                  0.02
                  
                  Financial
      Consulting11/8/2008
                  3/31/2009
                  
                  
                  100,000
                  
                  
                  $
                  0.02
                  
                  
                  $
                  2,000
                  
                  
                  $
                  0.25
                  
                  
                  $
                  25,000.00
                  
                  
                  $
                  0.0211/8/2008
                  3/31/2008
                  
                  
                  100,000
                  
                  
                  $
                  0.02
                  
                  
                  $
                  2,000
                  
                  
                  $
                  0.70
                  
                  
                  $
                  70,000.00
                  
                  
                  $
                  0.02300,000
                  
                  
                  $
                  0.06
                  
                  
                  $
                  6,000
                  
                  
                  $
                  1.15
                  
                  
                  $
                  115,000.00Weighted
      Average
                  
                  
                  $
                  0.02
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  $
                  0.38
  25
 Table of Contents
 
 
 Item 12.   Security Ownership of Certain Beneficial
Owners and Management and
Related Stockholder Matters
 
 The
following table presents information, to the best of our knowledge, about the
beneficial ownership of our common stock on December 31, 2008, held by those
persons known to beneficially own more than 5% of our capital stock and by our
directors and executive officers.
 
 On
December 31, 2008, we had a total of 11,812,844 shares of common stock 3,990,134
shares of our Series B, Convertible Preferred Stock (“Series B”), and 6,500,000
shares of our Series C, Convertible Preferred Stock (“Series C”) issued and
outstanding.
 
 Each
share of Series B stock is convertible into one share of common stock. The
Percentage of Beneficial Ownership table below, assumes the conversion of the
Series B shares into 3,990,134 shares of common stock with a total of 15,802,978
shares of common stock then outstanding.
 
 The
6,500,000 shares of Series C stock outstanding are, in the aggregate,
convertible into 65% of the issued and outstanding shares of common stock,
calculated immediately following such conversion.  Each share of
Series C stock is convertible, at will, into a pro-rata percentage (of 65%) of
the total common stock outstanding upon conversion. In addition, each share of
Series C stock carries voting rights equal to that number of shares of common
stock that would result from the conversion of each share of Series C
stock.  The two far right columns of the Percentage of Beneficial
Ownership table does
not assume the conversion of the Series C shares into common stock, but
states only the amount of shares held, by whom and the percentage held of that
Class.  Assuming  that all Series B stock was converted into
3,990,134 shares of common stock, the Company would have a total of 15,802,978
shares of common stock then outstanding.  Assuming that all Series C
stock was then converted subsequent to the conversion of all Series B stock, the
Series C stock would convert into 29,348,388 shares of common stock, resulting
in a total of 45,151,366 shares of common stock issued and
outstanding.
 
 Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and does not necessarily indicate beneficial ownership for
any other purpose. Under these rules, beneficial ownership includes those shares
of common stock over which the stockholder has sole or shared voting or
investment power. It also includes (unless footnoted) shares of common stock
that the stockholder has a right to acquire within 60 days after December 31,
2008, pursuant to options, warrants, conversions privileges or other
rights.  The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of our
common stock.
 
 Beneficial Ownership of
Securities
 Number
      of
                    
                    
                    PercentShares
      of
                    
                    
                    of
      ClassNumber
      of
                    
                    
                    
                    
                    
                    Number
      of
                    
                    
                    Common
                    
                    
                    Owned
                    
                    
                    Number
      ofShares
      of
                    
                    
                    Percent
                    
                    
                    Shares
      of
                    
                    
                    Assuming
                    
                    
                    Assuming
                    
                    
                    Shares
      ofCommon
                    
                    
                    of
      Class
                    
                    
                    Series
      B preferred
                    
                    
                    Conversion
                    
                    
                    Conversion
                    
                    
                    Series
      C preferred
                    
                    
                    PercentBeneficially
                    
                    
                    Beneficially
                    
                    
                    Beneficially
                    
                    
                    of
                    
                    
                    of
                    
                    
                    Beneficially
                    
                    
                    of
      ClassAffiliates
                    
                    Owned
                    
                    
                    Owned
                    
                    
                    Owned
                    
                    
                    Series B
                    
                    
                    Series B
                    
                    
                    Owned
                    
                    
                    OwnedRochester
      Capital Partners
                    
                    
                    4,925,000
                    
                    
                    
                    41.69
                    %
                    
                    
                    641,225
                    
                    
                    
                    5,566,225
                    
                    
                    
                    35.22
                    %Gary
      Rasmussen - Director (4)
                    
                    
                    13,500
                    
                    
                    
                    0.11
                    %
                    
                    
                    1,093,227
                    
                    
                    
                    1,106,727
                    
                    
                    
                    7.00
                    %
                    
                    
                    3,500,000
                    
                    
                    
                    53.85
                    %Terry
      Gabby - CFO (5)
                    
                    
                    15,000
                    
                    
                    
                    0.13
                    %
                    
                    
                    
                    
                    
                    
                    15,000
                    
                    
                    
                    0.09
                    %Virginia
      Perfili - Director
                    
                    
                    414,450
                    
                    
                    
                    3.51
                    %
                    
                    
                    
                    
                    
                    
                    414,450
                    
                    
                    
                    2.62
                    %Stan
      Weiner - Director
                    
                    
                    612,383
                    
                    
                    
                    5.18
                    %
                    
                    
                    
                    
                    
                    
                    612,383
                    
                    
                    
                    3.88
                    %Jacqueline
      Giroux  (6)
                    
                    
                    59,855
                    
                    
                    
                    0.51
                    %
                    
                    
                    2,255,682
                    
                    
                    
                    2,315,537
                    
                    
                    
                    14.65
                    %
                    
                    
                    3,000,000
                    
                    
                    
                    46.15
                    %Shares
      held by Insiders
                    
                    
                    6,040,188
                    
                    
                    
                    51.13
                    %
                    
                    
                    3,990,134
                    
                    
                    
                    10,030,322
                    
                    
                    
                    63.47
                    %
                    
                    
                    6,500,000
                    
                    
                    
                    100.00
                    %5%
      ShareholdersDavric
      Corp.
                    
                    
                    921,334
                    
                    
                    
                    7.80
                    %
                    
                    
                    
                    
                    
                    
                    921,334
                    
                    
                    
                    5.83
                    %Green,
      Andrew
                    
                    
                    597,500
                    
                    
                    
                    5.06
                    %
                    
                    
                    
                    
                    
                    
                    597,500
                    
                    
                    
                    3.78
                    %Other
      Shareholders
                    
                    
                    4,253,822
                    
                    
                    
                    36.01
                    %
                    
                    
                    
                    
                    
                    
                    4,253,822
                    
                    
                    
                    26.92
                    %Total
      Amounts
                    
                    
                    11,812,844
                    
                    
                    
                    100.00
                    %
                    
                    
                    3,990,134
                    
                    
                    
                    15,802,978
                    
                    
                    
                    100.00
                    %
                    
                    
                    6,500,000
                    
                    
                    
                    200.00
                    %
  
 26
 Table of Contents
 Footnotes:
 
 1.
              As
      used in this table, “beneficial ownership” means the sole or shared power
      to vote, or to direct the voting of, a security, or the sole or shared
      investment power with respect to a security (i.e., thepower to dispose
      of, or to direct the disposition of, a security).  It also
      includes shares of common stock that the stockholder has the right to
      acquire within 60 days of December 31, 2008, which are treated as
      outstanding for the purpose of determining the percent of class by such
      stockholder. Unless otherwise indicated, the address for each of these
      stockholders is c/o Global Entertainment Holdings, 2375 E. Tropicana
      Avenue, #8-259, Las Vegas, Nevada
89119.
  2.
              Figures
      are rounded to the nearest tenth of a
percent.
  3.
              Each
      share of Series B Preferred stock is convertible into one share of common
      stock by the holder at anytime.
  4.
              Mr.
      Rasmussen holds 13,500 shares of common stock and 1,093,227 shares of
      Series B Preferred stock directly in his name. The amount of shares
      indicated includes 4,925,000 shares of common stock and 641,225 shares of
      Series B Preferred stock owned by Rochester Capital Partners, LP. (RCP), a
      Nevada limited partnership. Gary Rasmussen, CEO of the Company, is the
      General Partner of RCP and owns a majority equity interest therein. As
      General Partner, Mr. Rasmussen has voting, investment and dispositive
      power over the shares of stock owned by the partnership. Additionally, Mr.
      Rasmussen owns 3,500,000 shares of our Series C stock directly in his
      name.
  5.
              Mr.
      Gabby holds 15,000 shares of common stock, options to purchase 5,000 and
      25,000 shares of our common stock at a price of $0.40 and $ 0.80 per share
      respectively and warrants to purchase 5,000 shares of our common stock at
      a price of $0.40 per share.
  6.
              Jacqueline
      Giroux owns 59,855 shares of common stock, 2,255,682 shares of Series B
      Preferred and 3,000,000 shares of Series C Preferred stock directly in her
      name. Ms. Giroux is the President and CEO of Global Universal Film Group,
      our wholly-owned subsidiary, as well as the President of Global Universal
      Pictures, which is 30% owned by the Company.  She is neither an
      officer nor director of Global Entertainment
  Holdings.
  Item 13.  Certain Relationships and Related
Transactions, and
Director Independence
 
 Gary
Rasmussen, our CEO and Chairman, also serves as the Chairman of our subsidiary,
Global Universal. As a result, Mr. Rasmussen received shares of our Series B
Preferred stock, both directly and indirectly through Rochester Capital Partners
(RCP), in connection with our acquisition of Global Universal, and in
consideration of the cancellation of notes payable from Global Universal.
Additionally, Mr. Rasmussen is the General Partner of Rochester Capital
Partners, our controlling and largest shareholder.
 
 Item 14.  Principal Accounting Fees and
Services
 
 (1)           Audit
Fees
 
 The
aggregate fees billed for professional services rendered by Lawrence Scharfman
& Co., CPA, P.C., for the audit of our annual financial statements and
review of the financial statements included in our Form 10-QSB or services that
are normally provided by the accountant in connection with statutory and
regulatory filings or engagements for fiscal year 2008, was
$35,000.
 
 The
aggregate fee billed for professional services rendered by Lawrence Scharfman
& Co., CPA, P.C., for the audit of our annual financial statements for
fiscal year 2008 was $35,000.
 
 (2)           Audit-Related
Fees
 
 Not applicable.
 
 (3)           Tax Fees
 
 Not applicable.
 
 (4)           All Other
Fees
 
 Not applicable.
  (5)           Audit Committee Policies and
Procedures
 
 We do not have an audit
committee.
 
 (6)           If
greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent
employees.
 
 Not applicable.
 
 27
 Table of Contents
  Item15.  Exhibits, Financial Statements and
Schedules
 
 (a)           Exhibits
 
 The
following exhibits are filed herewith or are incorporated by reference to
exhibits previously filed with the Commission.
 
 Exhibit
      Number
                    Description2.1
                    Plan
      and agreement of merger between RP Entertainment Inc., RP Acquisition
      Corp. and LitFunding Corp. dated February 21, 2003 (Incorporated by reference to
      the exhibits to Form 8-K filed on March 11,
2003)2.2
                    U.S.
      Bankruptcy Court Stipulation between LitFunding Corporation and
      Petitioning Creditors dated November 14, 2003 (Incorporated by reference to
      the exhibits to Form 8-K filed on December 4,
  2003)2.3
                    U.
      S. Bankruptcy Court Notice of Entry of Judgment (Incorporated by reference to
      the exhibits to Form 8-K filed on December 4,
  2003)2.4
                    U.S.
      Bankruptcy Court Chapter 11 Plan of Reorganization dated April 7, 2004
      (Incorporated by
      reference to the exhibits to Form 8-K filed on July 6,
      2004)2.5
                    Agreement
      and Plan of Merger between LitFunding Inc., LFDG Subsidiary Corp. and Easy
      Money Express Inc. dated February 7th,
      2006 (Incorporated by
      reference to the exhibits to Form 8-K filed on February 13,
      2006)3(i).1
                    Articles
      of Incorporation dated July 2, 1996 (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)3(i).2
                    Certificate
      of Amendment to Articles of Incorporation dated September 4, 1996 (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)3(ii).1
                    By-Laws
      dated September 2, 1996 (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)3(ii).2
                    Amendment
      of By-laws dated March 5, 1997 (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)3.3
                    Certificate
      of Amendment to Designation of Series B Convertible Preferred Stock, dated
      December 6, 2007 (10)3.4
                    Certificate
      of Designation of Series C Convertible Preferred Stock, dated January 9,
      2008 (Incorporated by
      reference to exhibit 3.3 to Form10-QSB filed on August 14,
      2008)3.5*
                    Amendment of Certificate of Designation of Series C
      Convertible Preferred Stock, dated November 8, 20084.1
                    Common
      Stock Certificate Form (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)10.1
                    Agreement
      between RP Entertainment Inc. and Brutus Productions dated May 1, 1999
      (Incorporated by
      reference to the exhibits to Form SB-2A filed on August 3,
      2001)10.2
                    Amended
      2002 Employee Stock Compensation Plan Prospectus dated September 2, 2003
      (Incorporated by
      reference to the exhibits to Form S-8 filed on September 10,
      2003)10.3
                    Amended
      2002 Employee Stock Compensation Plan Certification of Plan Adoption dated
      September 2, 2003 (Incorporated by reference to
      the exhibits to Form S-8 filed on September 10,
    2003)10.4
                    2004
      Stock Option Plan dated March 9, 2004 (Incorporated by reference to
      the exhibits to Form DEF 14A filed on July 13,
  2004)10.5
                    Employment
      Agreement between LitFunding USA and Stephen D. King dated October 2004
      (Incorporated by
      reference to the exhibits to Form S-8 filed on October 28,
      2004)10.6
                    Investment
      Agreement between LitFunding Corp. and Dutchess Private Equities Fund,
      L.P. dated January 14, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on January 21,
  2005)10.7
                    Registration
      Rights Agreement between LitFunding Corp. and Dutchess Private Equities
      Fund, L.P. dated January 14, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on January 21,
  2005)10.8
                    Option
      Agreement between Silver Dollar Productions Inc. and Morton Reed dated
      January 31, 2005 (Incorporated by reference to
      the exhibits to Form PRE 14C filed on March 21,
    2005)10.9
                    Certificate
      of Designation dated July 25, 2005 (Incorporated by reference to
      the exhibits to Form S-8 filed on July 28, 2005)10.10
                    Binding
      letter of intent of merger between LitFunding Corp. and Cashwize Inc.
      dated September 15, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on September 19,
    2005)10.11
                    Letter
      of intent of merger between LitFunding Corp. and Easy Money Express Inc.
      dated December 14, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on January 3,
  2006)10.12
                    Binding
      Letter of Intent between Silver Dollar Productions, Inc. and Global
      Universal Film, Group Ent. Inc. dated December 21, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on January 12,
  2006)10.13
                    Investment
      Agreement with Imperial Capital Holdings, dated January 16, 2006 (Incorporated by reference to
      the exhibits to Form 8-K filed on February 1,
  2006)10.14
                    Registration
      Rights Agreement with Imperial Capital Holdings, dated January 19, 2006
      (Incorporated by
      reference to the exhibits to Form 8-K filed on February 1,
      2006)10.15
                    Placement
      Agent Agreement with Brewer Financial Services, LLC., dated January 16,
      2006 (Incorporated by
      reference to the exhibits to Form 8-K filed on February 1,
      2006)10.16
                    2006
      Non-QualifiedStock Compensation
      Plan (Incorporated by
      reference to the exhibits to Form S-8 filed on February 28,
      2006)10.19
                    Share
      Exchange Agreement with Easy Money Express, Inc., dated March 31,
      200610.20
                    Service
      Agreement between Easy Money Express and M2 Internet, dated June 16, 2006
      (1)10.21
                    Restated
      Investment Agreement between the Registrant and Imperial Capital Holdings,
      dated July 28, 2006 (2)10.22
                    Restated
      Registration Rights Agreement between the Registrant and Imperial Capital
      Holdings, dated July 28, 2006 (2)10.23
                    Restated
      Placement Agent Agreement between the Registrant and Brewer Financial
      Services, dated July 28, 2006 (2)10.24
                    Letter
      of Intent between the Registrant and CardMart Plus, dated November 17,
      2006 (3)10.25
                    Termination
      of Letter of Intent with CardMart Plus, dated February 20, 2007
      (4)10.26
                    Letter
      Agreement to Acquire Shares between the Registrant and Rochester Capital
      Partners, dated March 5, 2007 (6)10.27
                    Acquisition
      of Hands Free Entertainment (Incorporated by reference to
      exhibits to Form 8-K, filed on January 4, 2008)10.28
                    Disposition
      of LitFundingUSA (Incorporated by reference to
      exhibits to Form 8-K, filed onApril 8, 2008)10.29
                    Recession
      Agreement With Hands Free Entertainment (Incorporated by reference to
      exhibits to Form 8-K, filed on April 10, 2008)10.30
                    Exclusive
      License Agreement with Global Universal Pictures(Incorporated by reference to
      exhibits to Form 8-K, filed on December 11,
2008)10.31
                    Music
      Rights Agreement with B & J Pictures (Incorporated by reference to
      exhibits to Form 8-K, filed on December 11,
2008)10.32
                    Guarantee
      and Amended Exclusive License Agreement with Global Universal Pictures
      (Incorporated by
      reference to exhibits to Form 8-K, filed on December 11,
      2008)20
                    Letter
      to Shareholders dated March 11, 2003 (Incorporated by reference to
      the exhibits to Form 8-K filed on March 11,
2003)21
                    List
      of Subsidiaries : California LitFunding, E.Evolution Expeditions and
      LitFunding USA (Incorporated by reference to
      the exhibits to Form 10-KSB filed on March 21,
  2005)21.1*
                    List of Subsidiaries: Global Universal Film Group,
      Global Universal Entertainment (formerly Easy Money Express) and Global
      Universal Pictures, a Canadian Corporation (30%
  owned)23.1*
                    Consent of Independent Registered Public Accounting
      Firm31.1*
                    Certification of Gary Rasmussen pursuant to Section 302
      of the Sarbanes-Oxley Act31.2*
                    Certification of Terry Gabby pursuant to Section 302 of
      the Sarbanes-Oxley Act32.1*
                    Certification of Gary Rasmussen pursuant to Section 906
      of the Sarbanes-Oxley Act32.2*
                    Certification of Terry Gabby pursuant to Section 906 of
      the Sarbanes-Oxley
Act
 ___
 *              Filed
herewith.
  28
 Table of Contents
  (b)           Reports on Form
8-K
 
 The
following reports on Form 8-K were filed by the Company in 2008, and are
incorporated herein by this reference:
 
 (1)  Form
8-K, filed January 4, 2008, regarding the acquisition of Hands Free
Entertainment, Inc.
  (2)  Form
8-K, filed April 8, 2008, regarding the disposition of the Company’s subsidiary,
LitFunding USA, Inc.
  (3)  Form
8-K, filed April 10, 2008, regarding the Rescission Agreement between the
Company and Hands Free Entertainment, Inc.
  (4)  Form
8-K, filed December 11, 2008, regarding the Company’s material agreements with
its Canadian affiliate, Global Universal Pictures, Inc.
 
 
 29
 Table of Contents
 
 SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
 GLOBAL
      ENTERTAINMENT HOLDINGS, INC.Date:
      April 15, 2009
                By:
                /s/ Gary
      RasmussenName Gary
      RasmussenTitle CEO
 
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 Global
      Entertainment Holdings, Inc.Date:
      April 15, 2009
                By:
                /s/ Gary
      RasmussenName Gary
      RasmussenTitle CEO
      & Chairman
 
 Global
      Entertainment Holdings, Inc.Date:
      April 15, 2009
                By:
                /s/ Terry
      GabbyName Terry
      GabbyTitle Chief
      Financial Officer
 
 Global
      Entertainment Holdings, Inc.Date:
      April 15, 2009
                  By:
                  /s/ Stanley
      WeinerName Stanley
      WeinerTitle VP
      Finance, Director
 
 Global
      Entertainment Holdings, Inc.Date:
      April 15, 2009
                  By:
                  /s/ Virginia
      PerfiliName Virginia
      PerfiliTitle Director
  
 
 30
 Table of Contents