UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549












Form
10-Q







xQUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934




For
the quarterly period ended September
30, 2009





 ̈  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





Commission File number 000-49679





GLOBAL
ENTERTAINMENT HOLDINGS, INC.


(Exact
name of registrant as specified 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)





(702) 516-9684(Registrant's
      telephone number, including area
code)





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





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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           ☐
            Accelerated
      filer            
              ☐Non-accelerated
      filer
                  ☐
            Smaller
      reporting company  x





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





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.  Yes  x   No
o





The
number of shares of Common Stock, $0.001 par value, outstanding on October 30,
2009, was 21,942,844 shares.






Table of Contents








Global Entertainment
Holdings Inc.





Table of Contents





PagePART
      I   Financial InformationItem
      1a.
            Financial
      Statements
            3Item
      1b.
            Unresolved Staff Comments
            14Item
      2.
            Management's Discussion &
      Analysis of Financial Condition and Results of
      Operations
            15Item
      3.
            Quantitative and Qualitative
      Disclosures about Market Risk
            18Item
      4.
            Controls and
      Procedures
            18PART
      II  Other InformationItem
      1.
            Legal
      Proceedings
            19Item
      2.
            Unregistered Sales of Equity
      Securities and Use of Proceeds
            19Item
      3.
            Defaults Upon Senior
      Securities
            19Item
      4.
            Submission of Matters to Vote of
      Security Holders
            19Item
      5.
            Other
      Information
            19Item
      6.
            Exhibits
            21Signatures
            23





Table of Contents




PART I – FINANCIAL INFORMATION


ITEM  1A.  FINANCIAL
STATEMENTS
  Global
Entertainment Holdings Inc.
 Consolidated
Balance Sheet
  September30,
              
              
              December
      31,2009
              
              
              2008(Unaudited)
              
              
              (Audited)AssetsCurrent
      assets:Cash
      and cash equivalents
              
              $
              1,388
              
              
              $
              2,553Note
      Receivable
              
              
              103,100
              
              
              
              160,000Accrued
      Interest Income
              
              
              14,918
              
              
              
              3,699Total
      current assets
              
              
              119,406
              
              
              
              165,952Fixed
      assets, net
              
              
              13,994
              
              
              
              16,714Total
      fixed assets
              
              
              13,994
              
              
              
              16,714Other
      assets:Book
      Rights
              
              
              1,864
              
              
              
              1,864TV
      Game / Reality Show
              
              
              5,966
              
              
              
              5,966Film
      Rights
              
              
              189,175
              
              
              
              189,175Movies
              
              
              33,850
              
              
              
              26,850Website
      Software: Less Amortization
              
              
              2,500
              
              
              
              4,000Other
      Assets
              
              
              17,695
              
              
              
              17,195Producer
      Investments
              
              
              150,000
              
              
              
              150,000Total
      other assets
              
              
              401,050
              
              
              
              395,050Total
      assets
              
              $
              534,400
              
              
              $
              577,716
  
 3
 Table of Contents
  Global
Entertainment Holdings Inc.
 Consolidated
Balance Sheet
  September
      30,
                
                
                December
      31,2009
                
                
                2008(Unaudited)
                
                
                (Audited)Liabilities and Stockholders'
      EquityLiabilities
      not subject to compromiseAccounts
      payable
                
                $
                87,598
                
                
                $
                69,824Accrued
      expenses
                
                
                318,116
                
                
                
                183,906Deferred
      revenue
                
                
                150,000
                
                
                
                150,000Notes
      payable
                
                
                258,068
                
                
                
                243,604Total
      current liabilities not subject to compromise
                
                
                813,782
                
                
                
                647,334Liabilities
      subject to compromiseDebentures
                
                
                40,000
                
                
                
                40,000Total  liabilities
      subject to compromise
                
                
                40,000
                
                
                
                40,000Total
      liabilities
                
                
                853,782
                
                
                
                687,334Stockholders'
      equity:Series
      B Convertible preferred stock, par value $0.001,4,000,000
      shares authorized, 3,990,314 shares issued and outstanding
                
                
                3,990
                
                
                
                3,990Series
      C Convertible preferred stock par value $0.0016,500,000
      shares authorized,  6,000,000 outstanding
                
                
                6,500
                
                
                
                6,000Common
      stock, $0.001 par value, 230,000,000 sharesauthorized,
      21,9 42,844 and 11,812,844 shares issued andOutstanding
      at  September 30, 2009 and December 31, 2008,
      respectively
                
                
                104,962
                
                
                
                94,282Shares
      authorized & unissued
                
                
                10,000
                
                
                
                200,000Additional
      paid-in capital
                
                
                11,431,034
                
                
                
                11,339,565Additional
      paid-in capital Preferred B
                
                
                271,425
                
                
                
                271,425Additional
      paid-in capital Preferred C
                
                
                
                
                
                
                500Accumulated
      (deficit)
                
                
                (12,362,311
                )
                
                
                (12,040,077
                )(322,234
                )
                
                
                (109,618
                )$
                534,400
                
                
                $
                577,716
  See
notes to consolidated financial statements.
  4
 Table of Contents
  Global Entertainment Holdings,
Inc.
 Consolidated
Statement of Operations
 Unaudited
  Three
      months ended
                
                
                Nine
      months endedSeptember
      30,
                
                
                September
      30,2009
                
                
                2008
                
                
                2009
                
                
                2008Net
      Revenue
                
                $
                
                
                
                $
                
                
                
                $
                
                
                
                $Expenses:General
      and Administrative expenses
                
                
                62,972
                
                
                
                60,149
                
                
                
                317,242
                
                
                
                389,630Financing
      expense
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                55,421Depreciation
      & Amortization
                
                
                2,069
                
                
                
                171
                
                
                
                6,209
                
                
                
                8,597Total
      operating expenses
                
                
                65,041
                
                
                
                60,320
                
                
                
                323,451
                
                
                
                453,648Net
      operating (loss)
                
                
                (65,041
                )
                
                
                (60,320
                )
                
                
                (323,451
                )
                
                
                (453,648
                )Other
      income (expenses):Other
      income (expense)
                
                
                
                
                
                
                4,294
                
                
                
                5,000
                
                
                
                1,564Interest
      (expense) net of interest income
                
                
                (1,215
                )
                
                
                (3,218
                )
                
                
                (3,783
                )
                
                
                (9,808
                )Amortization
      of debt discountTotal
      other income (expenses)
                
                
                (1,215
                )
                
                
                1,076
                
                
                
                1,217
                
                
                
                (8,244
                )Income
      (Loss) before Gain on Debt Restructuring
                
                
                (66,256
                )
                
                
                (59,244
                )
                
                
                (322,234
                )
                
                
                (461,898
                )Gain
      on debt restructuring
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                26,250Income
      tax (benefit) provisionNet
      Income (loss)
                
                $
                (66,256
                )
                
                $
                (59,244
                )
                
                $
                (322,234
                )
                
                $
                (435,648
                )Net
      (loss) per share – basic
                
                $
                (0.003
                )
                
                $
                (0.005
                )
                
                $
                (0.016
                )
                
                $
                (0.043
                )Before
      Extraordinary item
                
                
                (0.003
                )
                
                
                (0.005
                )
                
                
                (0.016
                )
                
                
                (0.043
                )Extraordinary
      item
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                .0002Total
                
                $
                (0.003
                )
                
                
                (0.005
                )
                
                $
                (0.016
                )
                
                $
                (0.040
                )Weighted
      average number ofcommon
      shares outstanding - basic
                
                
                21,935,670
                
                
                
                11,812,844
                
                
                
                19,137,386
                
                
                
                10,633,372
 See
notes to consolidated financial statements.
  5
 Table of Contents
  Global
Entertainment Holdings Inc.
 Consolidated
Statement of Cash Flows
 Unaudited
 
 
 For
      the Nine months endedSeptember
      30,2009
              
              
              2008Cash
      flows from operating activitiesNet
      income (loss)
              
              $
              (322,234
              )
              
              $
              (435,648
              )Adjustments
      to reconcile net income to net cashprovided
      by (used in operating activities)Depreciation
      and amortization
              
              
              6,209
              
              
              
              8,597Reserve
      for unsuccessful resolution of lawsuitsShare-based
      compensation
              
              
              
              
              
              
              220,664Changes
      in assets and liabilities:Increase
      (decrease) in account receivables
              
              
              (38,500
              )
              
              
              (900
              )Increase
      (decrease) in other assets
              
              
              6,500
              
              
              
              (45,964
              )Increase
      (decrease) in contingent advancesNotes
      receivable
              
              
              150,000
              
              
              
              (25,315
              )Debt
      discountDeferred
      stock compensationIncrease
      (decrease) in accounts payable and accrued expenses
              
              
              168,102
              
              
              
              158,279Trade
      and other claims subject to compromise
              
              
              
              
              
              
              (74,200
              )Increase
      (decrease) in deferred revenueNet
      cash (used in) operating activities
              
              $
              (36,423
              )
              
              $
              (194,487
              )Cash
      flows from investing activities:Purchase
      of property and equipmentNet
      cash (used in) investing activitiesCash
      flows from financing activities:Cash
      from issuance of common stock
              
              
              11,500
              
              
              
              26,080Cash
      from exercise of options & warrants
              
              
              
              
              
              
              100Common
      stock cancellationProceeds
      from notes payable
              
              
              16,258
              
              
              
              83,000Repayments
      of notes payable
              
              
              5,000
              
              
              
              46,000Value
      of Warrants issued
              
              
              2,500
              
              
              
              36,800Net
      cash provided by financing activities
              
              $
              35,258
              
              
              $
              191,980Increase  (decrease)
      in cash
              
              
              (1,165
              )
              
              
              (2,507
              )Cash
      - beginning of period
              
              
              2,553
              
              
              
              2,558Cash
      - ending of period
              
              $
              1,388
              
              
              $
              51
  See
notes to consolidated financial statements.
  6
 Table of Contents
  Global
Entertainment Holdings Inc.
 Notes
To Consolidated Financial Statements
 
 Note
1 - Basis of Presentation
 
 The
condensed interim financial statements included herein, presented in accordance
with United States Generally Accepted Accounting Principles (GAAP) and stated in
US dollars, have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted pursuant to such
rules and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
 
 These
statements reflect all adjustments, consisting of normal recurring adjustments,
which in the opinion of management are necessary for fair presentation of the
information contained therein. It is suggested that these condensed interim
financial statements be read in conjunction with the financial statements of the
Company for the year ended December 31, 2008, and notes thereto included in the
Company's Form 10-K annual report. The Company follows the same accounting
policies in the preparation of interim reports.
 
 Results
of operation for the interim period are not indicative of annual
results.
 
 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 nines months ending September 30, 2009
and 2008, was $6,209 and $8,597 respectively.
 
 Long Term
Assets
 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 capitalized
assets as of September 30, 2009 were $230,855.  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.
 
 Website
Software
 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. As of September 30, 2009, $1,500 has been
amortized for the nine  months.
 
 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 produced any film
revenue.
 
 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.
 
 On June
17, 2004, a Plan of Reorganization was approved by the Bankruptcy Court. The
only remaining bankruptcy liability at June 30, 2009, is $40,000 in principal
amount of the Company’s 9% Debentures, which matured on June 30,
2008.
 
 7
 Table of Contents
  Note
3 – Notes Receivable
 
 On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc., a Canadian corporation
(“Global Pictures”), whereby the Company granted a worldwide, exclusive license
to Global Pictures 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 Global Pictures.
  As a
condition to the license, Global Pictures 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, Global Pictures agreed to pay the Company an all
inclusive one-time fee of (i) U.S. $150,000, evidenced by a Promissory Note
dated October 2, 2008, and due on March 31, 2009 (the "Fee"), and (ii) revenue
representing 50% of Global Pictures' "Net Receipts" from the sale of the Film
rights in the worldwide marketplace.
 
 Terms of
the October 2, 2008 secured promissory note of $150,000 are, issued October 2,
2008, due date March 31, 2009 with interest to accrue at 10% per annum The maker
of the note is Global Universal Pictures, Inc., the co-debtor of the note is B
& J Pictures, Inc., a Canadian corporation formed to produce the film “Blue
Seduction.” As of September 30, 2009, the Company had realized payments of
$46,900 under the Promissory Note and the current outstanding balance is
$103,100, plus accrued interest of $14,918. At present, the Promissory Note is
past due and in default with interest to be applied on the unpaid balance at the
maximum interest rate permitted under applicable law (the default
rate).  Payment is expected upon the sale of the film rights to “Blue
Seduction.”
 
 Note
4 - Deferred Revenue
 
 On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Pictures, whereby the Company granted a
worldwide, exclusive license to Global Pictures 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 Global
Pictures.
 
 Subject
to financing of the Film, Global Pictures 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 Global
Pictures' "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.
 
 Note
5 - Participation Agreements
 
 On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“Global Pictures”),
whereby the Company granted a worldwide, exclusive license to Global Pictures 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 Global Pictures.
 
 As a
condition to the license, Global Pictures 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, Global Pictures 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 Global
Pictures' "Net Receipts" from the sale of the Film rights in the worldwide
marketplace. To date, the Company has realized any revenues from its
participation in the sale of film rights to “Blue Seduction.”
 
 In April
of 2009, Global Pictures appointed Global Universal Film Group, a wholly-owned
subsidiary of the Company, as Sales Agent for the film entitled “American
Sunset” being produced in Canada by Global Pictures. Pursuant to the Sales Agent
agreement, Global Universal Film Group will receive a fee of 10% from the sale
of all foreign rights of the film “American Sunset.”
  8
 Table of Contents
  Note
6 - Debentures
 
 During
the year ended December 31, 2002, the Company issued $200,000 in principal
amount, 5-year, 9% convertible debenture, due January 1, 2007. Included was 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 were amended
with a new maturity of June 30, 2008. In December 2007, the Company converted
$150,000 principal amount of the debentures, plus approximately $21,000 in
accrued interest, into 171,000 shares of Common Stock.  At September
30, 2009 the Company had debentures outstanding of $40,000, with accrued
interest totaling $12,600. The payment of these debentures is presently in
default.
 
 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 the 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
7- Debt
 
 Notes
payable at September 30, 2009 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. In
      default.
              
              $
              9,591Note
      payable to entity, original balance $32,187. This note is unsecured. 
      Due May 15,2006. In default.
              
              $
              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. In default.
              
              $
              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. In default.
              
              $
              10,081Advances
      to be converted into notes.
              
              $
              14,919Notes
      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. Currently in default. An extension is being
      pursued.
              
              $
              40,000Note
      payable face amount $20,000, dated May 1,2008, interest rate 12% due date
      April 30, 2009. Currently in default.  An extension is being
      pursued.
              
              $
              20,000Note
      payable face amount $8,000, dated July 7, 2008, interest rate 12% due date
      March 31,2009. Currently in default. An extension is being
      pursued.
              
              $
              8,000Note
      payable face amount $4,500, dated July 8, 2008, interest rate 12% due date
      March 31, 2009. Currently in default. An extension is being
      pursued.
              
              $
              4,500Note
      payable face amount $4,500 date August 19, 2008, interest rate 12% due
      date March 31, 2009. Currently in default. An extension is being
      pursued.
              
              $
              4,500Global
      Notes with no specified due dates and varying interest
      rates.
              
              $
              59,383Note
      payable face amount $25,000 date January 13, 2009, interest rate 10% due
      date March 31, 2009 with a 30-day grace period. Currently in default. An
      extension is being pursued.
              
              $
              25,000Note
      payable face amount $2,000 date February 17, 2009, interest rate 6% due
      date April 15, 2010.
              
              $
              2,000Note
      payable face amount $1,500 date March  6, 2009, interest rate 6%
      due date April 15, 2010.
              
              $
              1,500Total
              
              $
              258,068
 
 9
 Table of Contents
 
 Note
8 – Stockholders’ Equity
 
 Common Stock –
Issued
 
 The
following common stock was issued during the nine  months ending
September 30, 2009.
 
 On March
16, 2009 the Company issued 10,000,000 restricted shares of its $0.001 par value
common stock to Rochester Capital Partners, LP at $0.02 per share as a
continuation in connection with a modification of the original stock purchase
agreement by which Rochester Capital Partners, LP agreed to purchase stock in
the company in March of 2007. The total shares issued by the company under the
stock purchase agreement are 14,000,000 at an average share price of $0.018 per
share.
 
 On April
8, 2009 the Company issued 100,000 restricted shares of its $0.001 par value
common stock to an individual investor at a price of $0.10, per share, as
documented by a Subscription agreement dated April 7, 2009.
 
 On April
13, 2009 the Company authorized 100,000 restricted shares of its $0.001 par
value common stock to an individual investor at a price of $0.10, per share, as
documented by a Subscription agreement dated April 13, 2009. These shares are
pending and have not been issued at this time.
 
 On July
24, 2009 the Company issued 20,000 restricted shares of its $0.001 par value
common stock at $0.05 to three individuals as compensation for services
performed.
 
 On July
24, 2009 the Company issued 10,000 restricted shares of its $0.001 par value
common stock at $0.05 to a management company as consideration for services to
be performed under a contractual agreement.
  Series “B” Convertible
Preferred Stock
 On
December 6, 2006, pursuant to the terms of a certain reverse tri-party merger
with Global Universal Film Group, Inc. (“Film Group”), dated March 7, 2006
(Merger Agreement), we issued a total of 1,500,000 shares of our Series B,
Convertible Preferred Stock (“Series B Stock”) to the stockholders of Film
Group. Film Group became a wholly-owned subsidiary of the
Company.  Gary Rasmussen, our CEO, owned 50% of the shares of Film
Group and received 750,000 shares pursuant to the merger. Jackelyn Giroux,
President of Film Group, received 750,000 shares.
 
 Pursuant
to the Merger Agreement, Film Group had the unilateral right to “spin-off” from
the Company to become a separate, reporting, publicly held company, in exchange
for a $200,000 management fee. Film Group paid the Company $26,000 in cash and
executed a promissory note for the balance of $174,000. Pursuant to the Merger
Agreement, the Company would retain 10% of Film Group’s shares upon the spin-off
and was required to timely file a registration statement covering said shares,
thereby effecting the spin-off. The Company failed to file the registration
statement.
 
 On
October 16, 2006, the Film Group shareholders elected to spin-off from the
Company and the Merger Agreement was amended to provide that if the registration
statement was not filed on or before June 30, 2007, then Film Group would be
entitled to a complete refund of the management fee and to effect a private
spin-off.  The Company’s former management failed to file the
registration statement by June 30, 2007.
 
 In
September of 2007, Mr. Rasmussen (a former 50% shareholder of Film Group prior
to the Merger Agreement) was appointed to the Board of Directors and elected
Interim CEO of the Company.  At that time, the Company’s debt was in
excess of $3 Million and, in the opinion of new management, its core business
and primary assets were essentially worthless. The former shareholders of Film
Group (now holders of all of the Series B Stock) decided to restructure the
Company and remain a part of it rather than effect a
spin-off.  Accordingly, the Series B Stock was amended to remove the
right to effect a spin-off of Film Group and a new Series C Convertible
Preferred stock was authorized by the Board of Directors and issued to the
holders of the Series B Stock to reflect changes agreed to between the Board of
Directors and the former shareholders of Film Group.
 
 In
December 2007, we agreed to issue an additional 2,490,134 shares of Series B
Stock in exchange for the cancellation of $273,915 in debt of Film Group. 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. However, said shares were not issued by our transfer agent until
April 22, 2008.  The total 3,990,314 shares of our Series B Stock
outstanding are convertible into 3,990,134 shares of common stock at anytime.
The Series B Stock is not affected by any stock splits. A full description of
the terms and conditions of the series B Convertible Preferred stock is
contained in the Company’s filing on Form 8-K, as filed on December 12,
2007.
  10
 Table of Contents
  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”). 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.  A full description of the terms and conditions of
the Series C Preferred Stock is listed as exhibit 3.3, incorporated as a part of
this document on Form 10-QSB.
 
 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 22,
2009.  The 6,500,000 shares of Series C Stock authorized and presently
outstanding, which contains anti-dilution protection, is convertible at any
time, in whole or pro-rata in part, into 65% of the Company’s outstanding common
stock as calculated immediately after such conversion.
 
 Note
9 – Contingencies
 
 The
Company is not a party to any litigation as of the date of this quarterly
report.
  Note
10 – Warrants and Options
 
 During
the nine months ended September 30, 2009, there were no options
issued.  Fifty thousand warrants were issued to an individual investor
in connection with a promissory note.  During the period, 300,000
warrants had their exercise date extended to January 31, 2010 from March 31,
2009, and the exercise price for one of the warrants covering 100,000 shares had
the exercise price adjusted from $0.40 per share to $0.25 per
share.
 
 Options and Warrants
Exercised
 During
the nine months ended September 30, 2009, there were no options or warrants
exercised.
 
 The
summary of activity for the Company's stock options/warrants is presented
below:
 
 Nine
       months
                September
      30, 2009
              
              
              Weighted
      Average
                Exercise
      PriceOptions/warrants
      outstanding at beginning of period
              
              
              481,675
              
              
              $
              1.65Granted
              
              
              50,000
              
              
              $
              0.05Exercised
              
              
              -
              
              
              $Terminated/Expired
              
              
              -
              
              
              $Options/warrants
      outstanding at end of period
              
              
              531,675
              
              
              $
              2.01Options/warrants
      exercisable at end of period
              
              
              531,675
              
              
              $
              2.01Price
      per share of options outstanding
              
              $
              0.05
      -70.00Weighted
      average remaining contractual lives
              
              1.54
      yearsWeighted
      average fair value of options or warrants granted during the
      period
              
              $
              0.02
  Note
11 – Related Party Transactions
 
 On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“Global Pictures”),
whereby the Company granted a world-wide exclusive license to Global Pictures 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 Global Pictures and Jackelyn Giroux, its president
retains the balance of equity.
  11
 Table of Contents
  As a
condition to the license, Global Pictures agreed to credit the Company as the
source of the original concept for the Film and Mr. Gary Rasmussen, the
Company’s President, as an Executive Producer.
 
 Subject
to financing of the Film, Global Pictures 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, Global Pictures 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 CA $150,000 of preferred shares in the
share capital of Transferee as its “Producer’s 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. Jackelyn
Giroux in connection with her employment as President of Global Universal Film
Group, a wholly-owned subsidiary of the Company. Ms. Giroux will receive a fee
as Producer of the Film directly from B & J Pictures.
 
 As
of 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 guaranteed the film was actually produced and delivered; in order that the
bank could collect on certain available tax credits and advances
pending.
 
 The
Completion Bond Company, Film Finances of Canada, Ltd., requested that the
Company provide it with its guarantee for any amounts that the Producers
(i.e., B & J Pictures and Global Universal Pictures) may be obligated to
Film Finances for. The contingent liability of the Company under
its guarantee 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
 
 On May
14, 2008, the Company issued 3,000,000 shares of Series C Preferred Stock to
Gary Rasmussen, the CEO of Global Entertainment Holdings Inc., and former 50%
shareholder of Global Universal Film Group Inc. The shares were issued in
consideration for waiving the contractual right of Global Universal Film Group
to spin-off from Global Entertainment Holdings at June 30, 2008. The share price
issue was at $0.001 par value.
 
 On May
14, 2008, 3,000,000 shares of Series C Preferred Stock was issued to Jackelyn
Giroux, the President Global Universal Film Group and former 50% shareholder of
Global Universal Film Group. The shares were issued in consideration for waiving
the contractual right of Global Universal Film Group to spin-off from Global
Entertainment Holdings at June 30, 2008. The share price issue was at $0.001
par.
 
 Stanley
Weiner, our current Chief Financial Officer, Vice President of Finance and a
director of Global Entertainment Holdings, received 400,000 shares of restricted
common stock as payment for the cancellation of a $40,000 promissory note. These
shares were assigned by Mr. Weiner as indicated below.
 
 On May
30, 2008, 200,000 shares of restricted common stock, par value $0.001, were
issued to the H. Robert Weiner Trust of 1983, in consideration for its pro-rata
share of a $40,000 outstanding loan held by Stanley Weiner, the share price was
$0.10 per share.
 
 On May
30,2008, 104,760 shares of restricted common stock, par value $0.001, were
issued to the Marital Trust created under the will of Blanche Weiner, in
consideration for its pro-rata share of a $40,000 outstanding loan held by
Stanley Weiner, the share price was $0.10 per share.
 
 On May
30,2008, 95,240 shares of restricted common stock, par value $0.001, were issued
to the Disclaimed Residential Trust, created under the Will of Blanche Weiner,
in consideration for its pro-rata share of a $40,000 outstanding loan held by
Stanley Weiner, the share price was $0.10 per share.
 
 12
 Table of Contents
 
 Note
12 - Subsequent Events
 
 On July
24, 2009 the Company entered into an agreement with Spartan Securities whereby
Spartan agreed to file a Form 211 on behalf of the Company to effect the
re-listing its common stock on the OTC Bulletin Board.
 
 On
September 18, 2009, Terry Gabby resigned as CFO and Stanley Weiner, our V.P. and
director, as appointed as interim CFO. Terry resigned for personal retirement
reasons.
 
 On
October 19, 2009, we entered into a Joint Venture Agreement (JVA) with Global
Renaissance Entertainment Group (GREG), and Dale Godboldo (Godboldo), a producer
of motion pictures and president of Urban Street Lit Films. The primary purpose
of the JVA is to raise a significant amount of capital for the production of
motion pictures that will be produced by the parties to the JVA.
 
 In
furtherance of the joint venture, Global Entertainment Holdings (GBHL) has
established Global Renaissance Funding, LLC. (GRF), a Nevada Limited Liability
Company, to serve as the joint venture vehicle that will endeavor to raise
capital. The stated goal is to raise up to $20 Million (US).  GBHL is
the Managing Member of GRF and will own 51% of the equity interest
therein.  Additionally, GBHL will own a 5% interest in GREG in
exchange for the issuance of 110,000 shares of the Company’s restricted common
stock.
 
 Under the
terms of the JVA, GBHL will issue 10,000 shares of its restricted common stock
to investors for each $100,000 raised through the efforts of Arthur Wylie, plus
an additional 10,000 shares of restricted common stock issued GREG per $100,000,
and a bonus of 350,000 restricted common shares in the event GRF has raised an
aggregate of $10 Million within four months.
 
 The
parties will form a “Steering Committee” to evaluate and determine which film
projects will be financed. One-half of the funds raised by GRF will be used to
finance motion pictures produced by GBHL, operating through one of its
affiliated or subsidiary companies, and the other half of funds raised will be
employed to finance film projects of GREG. Further, GBHL, or its designee, will
receive both Producer and Executive Producer credits on film projects being
produced by GREG, and vice-versa. The first motion picture project intended to
be produced by GREG, with funding from GRA, is a film based on the best-selling
book “Leslie”, written by Omar Tyree and published by Simon &
Shuster.
 
 The
shares of common stock to be issued in connection with this transaction will be
issued in reliance on the exemption from registration afforded by Section 4(2)
of the Securities Act of 1933 and Regulation D promulgated
thereunder.   The foregoing description of the JVA is not
complete and is hereby qualified in its entirety by reference to the text of the
actual agreement, which has been filed as Exhibit 10.1 to our report on Form
8-K, as filed with the SEC on November 20, 2009.





13
 Table of Contents







ITEM 1B. UNRESOLVED STAFF COMMENTS





The
Company has no unresolved staff comments.





On August
17, 2009, the Company received correspondence  from the SEC advising
us that Lawrence Scharfman & Co., our auditor, had been disqualified by the
PCAOB. Further, the correspondence stated that we may no longer use his reports
in our subsequent filings with the SEC. The correspondence required our response
as to how we intended to handle the matter.  The Company filed reports
on Form 8-K disclosing the dismissal of the former auditor and the subsequent
engagement of the firm of Larry O’Donnell, from Denver, Colorado, as our new
auditors.  On October 7, 2009, the Company received a letter from the
SEC indicating that they had completed their review of our filings on Form
8-K.




FORWARD-LOOKING
STATEMENTS





Private
Securities Litigation Reform Act of 1995.  All statements other than
statements of historical fact are “forward-looking statements” for purposes of
federal and state securities laws, including, but not limited to, any
projections of earnings, revenue or other financial items; any statements of the
plans, strategies and objections of management for future operations; any
statements concerning proposed new services or developments; any statements
regarding future economic conditions or performance; any statements or belief;
and any statements of assumptions underlying any of the foregoing.





Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar
words.  These forward-looking statements present our estimates and
assumptions only as of the date of this report.  Except for our
ongoing securities laws, we do not intend, and undertake no obligation, to
update any forward-looking statement.





Although
we believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in any or our forward-looking statements.  Our
future financial condition and results of operations, as well as any
forward-looking statements, are subject to change and inherent risks and
uncertainties.  The factors impacting these risks and uncertainties
include, but are not limited to:





o        increased
competitive pressures from existing competitors and new entrants;





o        increases
in interest rates or our cost of borrowing or a default under any material debt
agreements;





o        deterioration
in general or regional economic conditions;




o        adverse
state or federal legislation or regulation that increases the costs of
compliance, or adverse findings by a regulator with respect to existing
operations;







o        loss
of customers or sales weakness;





o        inability
to achieve future sales levels or other operating results;





o        the
unavailability of funds for capital expenditures and/or general working capital;
and





o        operational
inefficiencies in distribution or other systems.





For a
detailed description of these and other factors that could cause actual results
to differ materially from those expressed in any forward-looking statement,
please see “Factors That May Affect Our Plan of Operation” in this document and
in our Annual Report on Form 10-K for the year ended December 31,
2008.




14
 Table of Contents





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





OVERVIEW
AND OUTLOOK




We have
recently restructured the Company and are now focusing our efforts on the
development, financing and production of feature-length films, which operation
will be conducted primarily through our subsidiary companies, Global Universal
Entertainment, 100% owned, Global Universal Film Group, 100% owned, and Global
Universal Pictures, 30% owned (collectively, the foregoing entities are referred
to as “Global Universal”).




Global
Universal plans to develop the business of producing low-budget, genre pictures
with recognizable, name talent. Global Universal’s management believes
investment risk can be significantly reduced by utilizing Canadian and other
territorial  Government tax incentives to off-set up to 40%, or more,
of each film’s budget. Additional coverage of between 20% to 25% of a film’s
budget can be derived from distributor commitments and/or pre-sales of foreign
and/or U.S. rights to a film.  The remaining balance (approx. 35% to
40%) will be obtained from private investment of debt, equity or combination of
both.  Management intends to retain revenues generated from one or
more territories of each film to provide cash flow for operating
expenses.





Current
Negotiations





Global
Universal is currently in negotiations with several international film
distribution companies to produce and distribute a proprietary slate of six or
more feature-length films. Under the proposed arrangements with the distribution
companies, the Company would be responsible for arranging financing from tax
credits, private investment and other sources to provide 100% of the budget
required to produce the slate of films. We anticipate the distribution companies
will charge a fee that is significantly lower than the industry standard of 25%
to 35% for distribution services, and provide a minimum guaranteed sales
performance and/or a cash advance against selected territories in which film
rights are expected to be sold.





Because
of the financing incentives noted above, the risk of investment is reduced
considerably and profitability may be possible for a direct-to-video release,
followed by pay, cable, satellite, free and syndicated television
exhibition.  The Company anticipates that at least one of the films
produced by Global Universal will warrant and receive a theatrical release prior
to its video distribution.  There is, of course, no guarantee of a
theatrical release for any film that may be produced by Global Universal,
although it is anticipated that any distribution company selected by Film Group
will use its “best efforts” to obtain a U.S. theatrical release through an “out
put” or “first look” arrangement with a major, or mini-major film
studio.





Results
of Operations





The
following overview provides a summary of key information concerning our
financial results for the third quarter ending September 30, 2009 and
2008.





Total
operating expenses were $65,041 and $60,320 for the three-month period ended
September  30, 2009 and September 30, 2008
respectively.  The increase of $4,721 was do to a increase in General
and Administrative expenses. Other expenses increased by $2,291.





Our net
loss was $66,256 for the three months ended September 30, 2009 as compared to a
net loss of $59,244 for the three months ended September 30, 2008. The increase
in the net loss of $7,012 is as a result of the changes in costs described above
and a increase of $2,291 in other expenses.





The
following provides a summary of key information concerning our financial results
for the nine months ending September 30, 2009 and 2008.





Total
operating expenses were $323,451 and $453,648 for the nine month period ended
September 30, 2009 and September 30, 2008 respectively.  The decrease
of $130,197 was do to a reduction in General and Administrative expenses. Other
income increased by $9,461.





Our net
loss was $322,234 for the nine months ended September 30, 2009 as compared to a
net loss of $435,648 for the nine months ended September 30, 2008. The decrease
in the net loss of $113,414 is as a result of the changes in costs described
above and a gain on debt restructuring of $26,250 realized in the first quarter
of 2008.





Operation
Plan





During
the next twelve months we plan to focus our efforts on raising capital to cover
our basic operating needs, and to develop, finance and produce feature films,
including our efforts to raise capital through our newly organized subsidiary,
Global Renaissance Funding, LLC., which is a joint venture between our Company
and Arthur Wylie’s Global Renaissance Entertainment Group.





15
 Table of Contents





We had
minimal cash on hand as of September 30, 2009, and, additional funds will
be required to satisfy our working capital requirements for the next twelve
months. We will also need to raise funds to continue to implement our business
plan of developing, financing and production of films. We plan to raise these
funds through private and institution or other equity offerings including
interest-bearing debentures. To this end, we have recently renewed our agreement
with Worldwide Financial Solutions as consultants to assist us in our efforts to
raise larger amounts of capital for investment in the films we
produce.  We may attempt to secure other loans from lending
institutions or other sources. We will also consider establishing relationships
with selected business partners involved in the motion picture industry, whose
contributions may include necessary cash.  There is no guarantee that
we will be able to raise additional funds through offerings or other sources. If
we are unable to raise funds, our ability to continue with operations will be
materially hindered.





Liquidity
and Capital Resources





Liquidity
is a measure of a company’s ability to meet potential cash
requirements.  We have historically met our capital requirements
through the issuance of stock and by borrowings.  In the future we
believe we will be able to provide the necessary liquidity we need by the
issuance of debt and equity and revenues generated from our
operations.





Satisfaction
of our cash obligations for the next 12 months.





As of
September 30, 2009, our cash balance was $1,388. Our plan for satisfying our
cash requirements for basic operations over the next 12 months entails the sale
of equity interests in films produced by our subsidiaries; and/or the private
placement of our securities to private individuals or institutions; and/or
traditional bank financing.  Additionally, we plan to effect the
private placement of securities on behalf of our newly formed subsidiary, Global
Renaissance Funding (51% owned), in conjunction with our joint venture partner,
Global Renaissance Entertainment Group (“GREG”), a company controlled by Arthur
Wylie, which is intended to provide investors with an equity participation in
films produced by the Company and GREG. We intend to make appropriate plans to
insure sources of additional capital in the future to fund growth and expansion
through additional equity or debt financing or credit facilities. No assurance
can be made that such financing would be available, and if available it may take
either the form of debt or equity.  In either case, the financing
could have a negative impact on our financial condition and our
Stockholders.





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.





Going
Concern





The
ability of the Company to continue as a going concern remains dependent upon
successful implementation of our business 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 our new business of film production will ultimately lead us to
profitability and positive cash flows.




Other
Business





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 2009, 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 to seek a suitable candidate with
industry experience to manage its business operations.





Summary
of product and research and 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.





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 or anticipated to be needed in the
next twelve months.





Significant
changes in the number of employees.





We
currently employ three full time employees. With the deterioration of the
Company’s former operating business, LitFunding USA, and prior to its
divestiture, we experienced a deleterious and damaging loss of key personnel as
a result of financial difficulties associated with a declining business and poor
management.  Our recent transition into a new core business of
developing and producing film and TV projects may require that we expand our
personnel and/or hire independent contractors as we generate revenues and as our
operations warrant.





16
 Table of Contents





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.




FACTORS
THAT MAY AFFECT OUR RESULTS OF OPERATION





We
have a limited operating history and lack of profitability.





We
anticipate incurring operating losses over the next twelve months. The Company
has recently been restructured and has had no significant operations as a
developer and producer of feature-length films. Therefore, such 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 engaged in the film and television industry.
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.





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 significant 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 nine months ended September 30, 2009, we
incurred a net loss of $322,234. Our accumulated deficit at the end of September
30, 2009, was $12,362,311. Future losses 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 achieving or maintaining profitable
operations.  Accordingly, we may continue to 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
are subject to a working capital deficit, which means that our current assets on
September 30, 2009, 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 nine months ended September 30,2009, which means
that our current liabilities exceeded our current assets on September 30, 2009,
by $694,376.  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 September 30, 2009, were not sufficient to satisfy
all of our current liabilities on September 30, 2009.  If our ongoing
operations do not begin to provide sufficient profitability to offset the
working capital deficit, or if we cannot raise capital or debt to fund our
deficit, we may have to significantly curtail future operations.




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Our
common stock is listed on the Over-the-Counter (OTC) Pink Sheets, which may make
it more difficult for stockholders to sell their shares and may cause the market
price of our common stock to decrease.





Our
common stock is listed on the OTC Pink Sheets under the trading symbol:
GBHL.PK.  Factors that may affect potential liquidity include limited
coverage by security analysts and the news media.  This may negatively
affect the prices for our shares of common stock. The Company has recently
engaged Spartan Securities to file a Form 211 on its behalf with FINRA to effect
a re-listing of our shares of common stock on the OTC Bulletin
Board.





Our
stock price may be volatile and an investment in such common stock could suffer
a decline in value.





The
market price of our common stock may fluctuate significantly and violently in
response to a number of factors, some of which are beyond our
control.  These factors include:





·      Government
regulatory action affecting our services or competitor’s services;


·      Actual
or anticipated fluctuations in operating results;


·      The
loss of key management or other personnel;


·      The
loss of major customers;


·      The
outcome of any future litigation;


·      Broad
market fluctuations; and economic conditions in the United States or
abroad.





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 could materially harm our
business because of the cost and time necessary to find
successors.  Such a loss would also divert management attention away
from operational issues. We do not have other key employees who manage our
operations.  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 staff, when required.





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 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.




ITEM3. QUATITATIVE & QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





There
have been no material changes in the Company’s market risk exposures from those
reported in our Annual Report on Form 10-K for the year ended December 31,
2008.




ITEM4. CONTROLS AND PROCEDURES (SEE NOTES)





The
Company’s management under the supervision and with the participation of the
Company’s Chief Executive Officer( the “CEO”) and Chief Financial Officer (the
“CFO”), performed an evaluation of the effectiveness of the design, maintenance
and operation of the Company’s disclosure controls and procedures as of
September 30, 2009. Based on the evaluation, the CEO and CFO concluded that the
Company’s disclosure controls and procedures were effective.  There has
been a significant change in the Company's internal controls with the addition
of legal counsel for an outside review of disclosures and disclosure
controls.  Their have been no other changes in the Company’s internal
controls or in other factors that materially affected, or would reasonably be
likely to materially affect the Company’s internal control over financial
reporting.





We
conducted an evaluation, with the participation of Gary Rasmussen, Stanley
Weiner, our current Chief Executive Officer, and Terry Gabby, our former 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 September 30, 2009,
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 Weiner have
concluded that as of September 30, 2009, our disclosure controls and procedures
were effective at the reasonable assurance level.




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PART
II – OTHER INFORMATION





Item 1.  Legal Proceedings





The
Company is not currently a party to any litigation.




Item 2. UnregisteredSales of Equity Securities and Use of
Proceeds





The
following common stock was issued during the nine  months ending
September 30, 2009.





On March
16, 2009 the Company issued 10,000,000 restricted shares of its $0.001 par value
common stock to Rochester Capital Partners, LP at $0.02 per share as a
continuation in connection with a modification of the original stock purchase
agreement by which Rochester Capital Partners, LP agreed to purchase stock in
the company in March of 2007. The total shares issued by the company under the
stock purchase agreement are 14,000,000 at an average share price of $0.018 per
share.





On April
8, 2009 the Company issued 100,000 restricted shares of its $0.001 par value
common stock to David Richter, an individual investor, at a price of $0.10, per
share, as documented by a Subscription agreement dated April 7,
2009.





On April
13, 2009 the Company authorized 100,000 restricted shares of its $0.001 par
value common stock to David Richter, an individual investor, at a price of
$0.10, per share, as documented by a Subscription agreement dated April 13,
2009. These shares have not been issued at this time. The proceeds from the sale
were used for working capital.





On July
24, 2009 the Company issued 20,000 restricted shares of its $0.001 par value
common stock at $0.05 to the following three individuals as compensation for
services performed for the Company: (1)Wendy Shepherd, 10,000 shares; (2) Michael
Masucci, 5,000 shares; and (3) Frank Molina, 5.000 shares.





On July
24, 2009 the Company issued 10,000 restricted shares of its $0.001 par value
common stock at $0.05 to Island Capital Management, LLC for services to be
performed under a contractual agreement.





The
foregoing sales of shares of our common stock are qualified for exemption under
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”),
since the issuance of these shares by us did not involve a public offering, and
no public solicitation or advertisement was made or relied upon by any of the
foregoing investors.




Item3. Defaults Upon Senior Securities





None.




Item4. Submission of Matters to a Vote of Security
Holders





None.




Item 5. Other Information





On July
24, 2009 the Company entered into an agreement with Spartan Securities whereby
Spartan agreed to file a Form 211 on behalf of the Company to effect the
re-listing its common stock on the OTC Bulletin Board.





On
September 18, 2009, Terry Gabby resigned as CFO and Stanley Weiner, our V.P. and
director, as appointed as interim CFO. Terry resigned for personal retirement
reasons.





On
October 19, 2009, we entered into a Joint Venture Agreement (JVA) with Global
Renaissance Entertainment Group (GREG), and Dale Godboldo (Godboldo), a producer
of motion pictures and president of Urban Street Lit Films. The primary purpose
of the JVA is to raise a significant amount of capital for the production of
motion pictures that will be produced by the parties to the JVA.





In
furtherance of the joint venture, Global Entertainment Holdings (GBHL) has
established Global Renaissance Funding, LLC. (GRF), a Nevada Limited Liability
Company, to serve as the joint venture vehicle that will endeavor to raise
capital. The stated goal is to raise up to $20 Million (US).  GBHL is
the Managing Member of GRF and will own 51% of the equity interest
therein.  Additionally, GBHL will own a 5% interest in GREG in
exchange for the issuance of 110,000 shares of the Company’s restricted common
stock.





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Under the
terms of the JVA, GBHL will issue 10,000 shares of its restricted common stock
to investors for each $100,000 raised through the efforts of Arthur Wylie, plus
an additional 10,000 shares of restricted common stock issued GREG per $100,000,
and a bonus of 350,000 restricted common shares in the event GRF has raised an
aggregate of $10 Million within four months.





The
parties will form a “Steering Committee” to evaluate and determine which film
projects will be financed. One-half of the funds raised by GRF will be used to
finance motion pictures produced by GBHL, operating through one of its
affiliated or subsidiary companies, and the other half of funds raised will be
employed to finance film projects of GREG. Further, GBHL, or its designee, will
receive both Producer and Executive Producer credits on film projects being
produced by GREG, and vice-versa. The first motion picture project intended to
be produced by GREG, with funding from GRA, is a film based on the best-selling
book “Leslie”, written by Omar Tyree and published by Simon &
Shuster.





The
shares of common stock to be issued in connection with this transaction will be
issued in reliance on the exemption from registration afforded by Section 4(2)
of the Securities Act of 1933 and Regulation D promulgated
thereunder.   The foregoing description of the JVA is not
complete and is hereby qualified in its entirety by reference to the text of the
actual agreement, which has been filed as Exhibit 10.1 to our report on Form
8-K, as filed with the SEC on November 20, 2009.




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Item 6. Exhibits and Reports on Form 8-K




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)31.1*
            Certification of Gary Rasmussen pursuant to Section 302
      of the Sarbanes-Oxley Act31.2*
            Certification of Stanley Weiner 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 Stanley Weiner pursuant to Section 906
      of the Sarbanes-Oxley
Act


* Filed
herewith.





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Reports on Form
8-K


The
following reports on Form 8-K were filed by the Company during the three-month
period ending September 30, 2009, and thereafter, and are incorporated herein by
this reference:





(1)  Form
8-K, filed August 24, 2009, regarding the Non-Reliance on Previously Issued
Financial Statements and Dismissal of Independent Accountants.





(2)  Form
8-K, filed September 29, 2009, regarding the Non-Reliance on Previously Issued
Financial Statements, Departure of Terry Gabby as CFO, and appointment of
Stanley Weiner as CFO.





(3)  Form
8-K, filed November 19, 2009, regarding the Joint Venture Agreement between the
Company and Global Renaissance Entertainment Group, Arthur Wylie and Dale
Godboldo.






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SIGNATURES








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








GLOBAL
      ENTERTAINMENT HOLDINGS, INC.
              (Registrant)November
      19, 2009
            By:
            /s/ Gary
      RasmussenGary
      RasmussenChief
      Executive Officer








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