UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549











Form
10-QSB











(Mark
One)





xQUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended September
30, 2008





Amendment
No. 1





oTRANSITION REPORT UNDER
SECTION 13 OR 15(d) OF THE EXCHANGE ACT





Commission
file number 000-49679





Global Entertainment
Holdings Inc.


(Exact
name of small business issuer as specified in its charter)





Nevada
            93-1221399(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification Number)








1516
E. Tropicana  Suite 245


Las Vegas,Nevada89119


(Address
of principal executive offices)





(702)
333-0440


(Issuer’s
telephone number)





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




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes o   No 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 August 6,
2008, was 11,812,844 shares.





Transitional
Small Business Disclosure Format (check one):  Yes o   No x




-1-






Global Entertainment
Holdings Inc.




Table
of Contents





PART
      I   Financial InformationItem
      1A.
            Financial
      Statements
            4Item
      1B.
            Unsolved Staff
      Comments
            15Item
      2.
            Management's Discussion and Analysis of Financial
      Condition and Results of Operations
            16Item
      3.
            Quatitative
      and Qualitative Disclosures about Market
    Risk
            25Item
      4.
            Controls and
      Procedures
            25PART
      II  Other InformationItem
      1.
            Legal
      Proceedings
            26Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            26Item
      3.
            Defaults
      Upon Senior Securities
            26Item
      4.
            Submission of Matters to Vote of Security
      Holders
            26Item
      5.
            Other
      Information
            27Item
      6.
            Exhibits and Reports on
      8-K
            29Signatures
            31



























-2-


EXPLANATORY
NOTE


Global
Entertainment Holdings Inc. (the "Company") is hereby amending its filed Form
10-QSB for the quarter ended September 30, 2008.This amendment is being filed to
restate the consolidated financial statements for the three and nine months
ended September 30, 2008 to reclassify Other Long Term Assets by removing the
Investment account in the Other assets section of the consolidated balance sheet
by $150,350 and to include $150,350 in the consolidated balance sheet asset
account Film Rights. The $150,350 is related to script development that is
capitalized and is to be used to be invested in a movie production partnership
as an equity investment. This investment was prematurely recorded as an
investment in the companies third quarter ended September 30,
2008.


Afterdiscussions with key members of
management it wasdetermined the consolidated
financial statements for the period ending September 30, 2008 should be restated
to correct the reclassification of Long Term Assets.  The impact has
been made on the financial statements on page 3, Item 3 (page 7),  and
Note 1 (page 8).  As a result of this correction, management has
revised its disclosures over controls and procedures in Part I, Item 4 to
indicate there was a material weakness in internal controls during the third
quarter of 2008 related to the review and reporting controls of Long Term
Assets. Management has also disclosed its remediation plans over this material
weakness in internal controls in Item 4.


-3-





PART
I – FINANCIAL INFORMATION






ITEM 1A.   FINANCIAL
STATEMENTS





Global
Entertainment Holdings Inc.


Consolidated
Balance Sheet





September
      30,
            
            
            December
      31,2008
            
            
            2007(unaudited)
            
            
            (audited)AssetsCurrent
      assets:Cash
      and cash equivalents
            
            $
            51
            
            
            $
            2,558Accounts
      receivable, netDue
      from employees
            
            
            
            
            
            
            25,315Total
      current assets
            
            
            51
            
            
            
            28,773Fixed
      assets, net
            
            
            20,737
            
            
            
            23,479Total
      fixed assets
            
            
            20,737
            
            
            
            23,479Other
      assetsBook
      Rights
            
            
            1,864
            
            
            
            1,864TV
      Game / Reality Show
            
            
            8,966
            
            
            
            8,966Film
      Rights
            
            
            346,176,
            
            
            
            189,175Movies
            
            
            26,850
            
            
            
            26,850Website
      Software: Less Amortization
            
            
            4,500
            
            
            
            6,000Other
      Assets
            
            
            18,998
            
            
            
            23,170Security
      Deposits
            
            
            500
            
            
            
            15,976Investments
            
            
            150,350Total
      other assets
            
            
            408,204
            
            
            
            256,025Total
      assets
            
            $
            428,992
            
            
            $
            308,277






-4-




Liabilities
      and Stockholders' EquityLiabilities
      not subject to compromiseAccounts
      payable
            
            $
            69,824
            
            
            $
            178,312Accrued
      expenses
            
            
            406,046
            
            
            
            121,842Deferred
      revenue
            
            
            
            
            
            
            204,174Notes
      payable
            
            
            241,204
            
            
            
            167,004Investor
      participation obligations
            
            
            
            
            
            
            699,500Total
      current liabilities not subject to compromise
            
            
            717,074
            
            
            
            1,166,658Liabilities
      subject to compromiseDebentures
            
            
            40,000
            
            
            
            40,000Total  liabilities
      subject to compromise
            
            
            40,000
            
            
            
            40,000Total
      liabilities
            
            
            757,074
            
            
            
            1,206,658Stockholders'
      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 $0.0016,000,000
      shares authorized,  6,000,000 outstanding
            
            
            6,000Common
      stock, $0.001 par value, 230,000,000 sharesauthorized,
      11,812,844 and 9,258,511 shares issued andoutstanding
      at  September 30, 2008 and December 31, 2007,
      respectively
            
            
            94,382
            
            
            
            92,584Shares
      authorized & unissued
            
            
            24,700
            
            
            
            17,500Subscription
      Payable
            
            
            
            
            
            
            (171,000)Additional
      paid-in capital
            
            
            11,143,465
            
            
            
            10,745,821Additional
      paid-in capital Preferred AAdditional
      paid-in capital Preferred B
            
            
            271,425
            
            
            
            271,425Accumulated
      (deficit)
            
            
            (11,872,044)
            
            
            
            (11,858,704)(328,028)
            
            
            
            (898,381)$
            428,992
            
            
            $
            308,277





See
notes to consolidated financial statements.


-5-


Global
Entertainment holdings Inc.


Consolidated
Statement of Operations


Unaudited












Three
      months ended
            
            
            Nine
      months endedSeptember
      30,
            
            
            September
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Net
      Revenue
            
            $
            -
            
            
            $
            19,200
            
            
            $
            -
            
            
            $
            184,011Expenses:General
      and Administrative expenses
            
            
            60,149
            
            
            
            435,169
            
            
            
            389,630
            
            
            
            719,877Financing
      expense
            
            
            
            
            
            
            
            
            
            
            55,421
            
            
            
            70,000Depreciation
      & Amortization
            
            
            171
            
            
            
            6,524
            
            
            
            8,597
            
            
            
            19,269Total
      operating expenses
            
            
            60,320
            
            
            
            441,693
            
            
            
            453,648
            
            
            
            809,146Net
      operating (loss)
            
            
            (60,320
            )
            
            
            (422,491
            )
            
            
            (453,648)
            
            
            
            (625,135
            )Other
      income (expenses):Other
      income (expense)
            
            
            4,294
            
            
            
            2,314
            
            
            
            1,564
            
            
            
            53,947Interest
      (expense) net of interest income
            
            
            (3,218
            )
            
            
            (26,843
            )
            
            
            (9,808)
            
            
            
            (94,099
            )Amortization
      of debt discount
            
            
            -
            
            
            
            -
            
            
            
            
            
            
            
            50,606Total
      other income (expenses)
            
            
            1,076
            
            
            
            (24,529)
            
            
            
            (8,244)
            
            
            
            10,454Income
      (Loss) before Gain on Debt Restructuring
            
            
            (59,244
            )
            
            
            (447,020
            )
            
            
            (461,898)
            
            
            
            (900,701
            )Gain
      on debt restructuring
            
            
            
            
            
            
            338,836
            
            
            
            26,250
            
            
            
            338,836Income
      tax (benefit) provision
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Income (loss)
            
            $
            (59,244
            )
            
            $
            (108,184
            )
            
            $
            (435,648)
            
            
            $
            (561,865
            )Net
      (loss) per share – basic
            
            $
            (0.005
            )
            
            $
            (0.054
            )
            
            $
            (0.043)
            
            
            $
            (0.280
            )Before
      Extraordinary item
            
            
            (.005
            )
            
            
            (.054
            )
            
            
            (.043)
            
            
            
            (.280
            )Extraordinary
      item
            
            
            
            
            
            
            .040
            
            
            
            .002
            
            
            
            .105Total
            
            
            (.005
            )
            
            
            (.013
            )
            
            
            (.040)
            
            
            
            (.174
            )Weighted
      average number ofcommon
      shares outstanding - basic
            
            
            11,812,844
            
            
            
            8,189,912
            
            
            
            10,633,372
            
            
            
            3,213,155




See
notes to consolidated financial statements.


-6-


Global
Entertainment Holdings Inc.


Consolidated
Statement of Cash Flows


Unaudited





For
      the Nine months endedSeptember
      30,2008
            
            
            2007Cash
      flows from operating activitiesNet
      income (loss)
            
            $
            (435,648)
            
            
            $
            (275,845
            )Adjustments
      to reconcile net income to net cashprovided
      by (used in operating activities)Depreciation
      and amortization
            
            
            8,597
            
            
            
            19,269Reserve
      for unsuccessful resolution of lawsuitsShare-based
      compensation
            
            
            220,664
            
            
            
            262,900Changes
      in assets and liabilities:Increase
      (decrease) in account receivables
            
            
            (900)
            
            
            
            (152,393
            )Increase
      (decrease) in other assets
            
            
            (45,964)
            
            
            
            135,311Increase
      (decrease) in contingent advances
            
            
            
            
            
            
            17,225Notes
      receivable
            
            
            (25,315)
            
            
            
            (174,000)Debt
      discountDeferred
      stock compensationIncrease
      (decrease) in accounts payable and accrued expenses
            
            
            158,279
            
            
            
            (837,941
            )Trade
      and other claims subject to compromise
            
            
            (74,200)Increase
      (decrease) in deferred revenue
            
            
            
            
            
            
            (112,498)Net
      cash (used in) operating activities
            
            $
            (194,487)
            
            
            
            (1,217,972
            )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
            
            
            26,080Cash
      from exercise of options & warrants
            
            
            100Common
      stock cancellationProceeds
      from notes payable
            
            
            83,000Repayments
      of notes payable
            
            
            46,000
            
            
            
            1,.39,523Proceeds
      from investor participation borrowingsPrincipal
      repayments on capital lease obligationsValue
      of Warrants issued
            
            
            36,800
            
            
            
            189,900Net
      cash provided by financing activities
            
            $
            191,980
            
            
            
            1,229,423Increase  (decrease)
      in cash
            
            
            (2,507)
            
            
            
            11,451Cash
      - beginning of period
            
            
            2,558
            
            
            
            1,618Cash
      - ending of period
            
            $
            51
            
            
            $
            9,833




See
notes to consolidated financial statements.


-7-


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 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 generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.




These
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, 2007 and notes thereto included in the
Company's Form 10-KSB 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.




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 totaled $181,356; we discounted the principal amount by 12% recording
$159,838. With the cash expenditure required for collection services at December
31, 2007 we reserved the receivable 100%  to
adequately  state the receivable.





Contingent
Advances


Most of
these advances are for cases well over 36 months old and there has been very
little or no contact or follow up with most of the attorneys representing these
remaining cases.  Our present 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.





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 nine months ending September 30, 2008
and 2007, was $8,597and $19,269 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, 2008 are $388,356.  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.


-8-


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, 2008, the sum of
$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.





Gain on Debt
Restructuring


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
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 September 30, 2008, are $40,000 in
principal amount of the Company’s 9% Debentures, which matured on June 30,
2008.





Note
3 – Notes Receivable




None





Note
4 - Contingent Advances




None





Note
5 - Participation Agreements




None  -9-


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, 2008, the Company had debentures outstanding of $40,000, with accrued
interest totaling $9,000.





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, 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.
            
            $
            26,600Notes
      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
            
            $
            241,204


-10-


Note
8 – Stockholders’ Equity





Common Stock –
Issued





There was
no common stock issued during the quarter ending September 30,
2008.





In May
and June, 2008 the Company exercised its rights pursuant to the terms of the
Equity Investment Agreement, 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 minimum Put amount of
$40,000, less fees.





Series
“A” 12% Convertible 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, which was subsequently amended by the Board
to authorize the issuance of up to 20,000,000 shares of preferred stock on May
7, 2007.  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


On
December 6, 2006, pursuant to the terms of a certain reverse tri-party merger
with Global Universal Film Group, Inc., 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 Global Universal. Global
Universal became a wholly-owned subsidiary of the Company.  Gary
Rasmussen, our CEO, owned 50% of the shares of Global Universal and received
750,000 shares pursuant to the merger. Jackelyn Giroux, President of Global
Universal, received 750,000 shares.
 
 Pursuant
to the Merger Agreement, Global Universal 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. Global Universal 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 Global
Universal shares and was required to timely file a registration statement
covering said shares of Global Universal thereby effecting the spin-off. The
Company failed to file the registration statement.
 
 On
October 16, 2006, the Global Universal 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 Global Universal 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 Global Universal
prior to the Merger Agreement) was appointed to the Board of Directors and
elected CEO of the Company.  At that time, the Company’s debt was in
excess of $3 Million and its core business and primary assets were essentially
worthless. The former shareholders of Global Universal (now holders of 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 Global Universal 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 Global Universal.
 
 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 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. 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.
 -11-
 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.  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.




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 three months ended September 30, 2008, there were no options or warrants
issued.




Options and Warrants
Exercised


During
the nine months ended September 30, 2008, there were no options exercised. There
were 100,000 warrants exercised.





The
summary of activity for the Company's stock options/warrants is presented
below:


Nine monthsSeptember
      30, 2008Weighted
      Average
                Exercise
      PriceOptions/warrants
      outstanding at beginning of period
              
              
              481,675
              
              
              $
              2.65Granted
              
              
              445,459
              
              
              $
              0.39Exercised
              
              
              100,000
              
              
              $
              .001Terminated/Expired
              
              
              309,200
              
              
              $
              2.48Options/warrants
      outstanding at end of period
              
              
              517,934
              
              
              $
              2.01Options/warrants
      exercisable at end of period
              
              
              517,934
              
              
              $
              2.01Price
      per share of options outstanding
              
              $
              0.10-$70.00Weighted
      average remaining contractual lives
              
              1.56
      yearsWeighted
      average fair value of options or warrants granted during the
      period
              
              $0.22  -12-


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. (“Pictures”), whereby
the Company granted a world-wide exclusive license to 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 Pictures.





As a
condition to the license, 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 Associate Producer.





Subject
to financing of the Film, 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, 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 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, 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 is 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





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, 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.


-13-
 Note
12 - Subsequent Events





None




Note 13


Restatement Quarterly
Financial Information


As discussed in the notes to the
quarterly consolidated financial statements, the Company has restated its
previously issued quarterly financial statements for the quarter ended September
30, 2008 to reflect the reclassification of Long Term Assets.  The
reclassification of Investment to film Rights.


The impact on the consolidated
balance sheet ended September 30, 2008 is presented in this note
13  to the consolidated financial statement and presented
below.




Consolidated Balance Sheet
              
              
              As Previously
              
              Restatement
              
              As RestatedAs of September 30, 2008
              
              
              Reported
              
              AmountOther AssetsFilm rights
              
              
              196,176
              
              150,350
              
              346,526Investments
              
              
              
              150,350
              
              (150,350)
              
              0
 Restatement for Correction
of Error


As discussed in the notes to the
quarterly consolidated financial statements, the Company has restated its
previously issued quarterly financial statements for the quarter ended September
30, 2008 to reflect the reclassification of Long Term Assets.  The
reclassification of Investment to film Rights.


The impact on the consolidated
balance sheet ended September 30, 2008 is presented in this note
13  to the consolidated financial statement.


-14-


ITEM 1 B.    UNRESOLVED STAFF
COMMENTS








On May
21, 2008, we received a comment letter from the staff of the SEC’s Division of
Corporation Finance. The comments from the staff were issued with respect to its
review of our Form 10-KSB for the fiscal year ended December 31, 2007 (file No.
000-49679), as filed with the SEC on April 17, 2008. The staff comments related
to the adequacy of the disclosures relating to:  Item 6, Management’s
Discussion and Analysis of Financial Condition and Results of Operations; Item
8A, Controls and Procedures; and our Financial Statements and Notes thereto. The
Company has responded to the staff comments and filed an amendment to its Annual
Report on Form 10–KSB on November 6, 2008.  The Company believes that
it has now adequately responded to all staff comments.









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-KSB for the year ended December 31,
2007.  -15-


ITEM 2.  MANAGEMENT’S DISCUSSION
AND 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 wholly-owned subsidiary, Global
Universal Film Group, Inc. (“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. The distribution company will charge a
fee that is significantly lower than the industry standard of 25% to 35% for
distribution services.





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
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 the Company, although the Company
anticipates that any distribution company it selects will use its “best efforts”
to obtain U.S. theatrical release through an “out put” or “first look”
arrangement with a major film studio.





Agreement
with Image In Media





In April
of 2008, Global Universal Film Group (a wholly-owned subsidiary of the Company)
acquired a 30% equity interest in Global Universal Pictures, a Canadian
corporation formed to develop films in Canada using the Canadian tax incentives
and pre-sales to cover a majority of the budgets. Because of various rules
pertaining to ownership, Global Universal was limited to 30% of the equity
ownership of Global Universal Pictures. The remaining 70% of Global Universal
Pictures is owned by Jackelyn Giroux.  See “Financial Statements, Note
11 – Related Party Transactions.”





Global
Universal Pictures recently signed a production contract with Image In Media, a
Canadian corporation that develops films, and has signed a
U.S. distribution agreement with Anchor Bay, a company owned by
Liberty Media.  The foreign rights (with the exception of Canada) will
be distributed by Starz Media, LLC, which is also owned by Liberty Media. The
subject of these agreements is a film entitled “Blue Seduction”, starring Billy
Zane and Estella Warren, that is to be produced in partnership with Image In
Media. The financing of this film will incorporate Canadian government tax
incentive certificates, foreign sales estimates while using a letter of credit
as collateral to handle any “shortfalls” that occur during
production.  The Company has provided a guarantee to Film Finances of
Canada, Ltd., which has provided a completion bond on the film in favor of
National Bank of Canada. National Bank of Canada provided partial financing on
the film of approximately $1.1 Million (Canadian).





Liberty
Media also owns Starz Entertainment, LLC., a premium movie service provider that
offers 16 movie channels, including the Starz® and Encore® brands, with
approximately 16.3 million and 30.7 million subscribers,
respectively.  -16-


Results
of Operations





The
following overview provides a summary of key information concerning our
financial results for the third quarter of 2008 and 2007.


Revenues





Three
      Months Ended
              September
      30,
            
            
            Increase
      (Decrease)2008
            
            
            2007
            
            
            $
            
            
            
            %Net
      Revenue
            
            $
            -
            
            
            $
            19,200
            
            
            $
            (19,200
            )
            
            
            (100%)





Revenue:
Total revenue was $ 0 and $19,200 for the three months ended September 30, 2008
and 2007, respectively. The company has divested the operating portion of the
company that controls previously funded cases. Our business plan is to move the
Company into the movie and TV entertainment business.  As we are in
the start up phase of this shift in our core operations, revenues will lag until
we can produce our first film product for marketing.





Operating
expenses





Three
      Months Ended September 30,
            
            
            Increase
      (Decrease)2008
            
            
            2007
            
            
            $
            
            
            
            %General
      andAdministrative
      expenses
            
            $
            60,149
            
            
            $
            435,169
            
            
            $
            (375,020)
            
            
            
            (623.4.
      %)Depreciation
      andAmortization
            
            
            171
            
            
            
            6,524
            
            
            
            (6,353)
            
            
            
            (370.1%)Total
      operating expenses
            
            $
            60,320
            
            
            $
            441,693
            
            
            $
            (381,373)
            
            
            
            (600.3%)





Total
operating expenses for the three month period ended September 30, 2008,
decreased by $381,373 over the three month period ended September 30, 2007,
because of our efforts to maintain reduced costs and all expenditures in General
and Administrative expenses. We capitalized $150,000 in expenses during the
period that related to the development of a movie script.


-17-


Other income
(expense)





Three
      Months Ended
              September
      30,
            
            
            Increase
      (Decrease)2008
            
            
            2007
            
            
            $
            
            
            
            %Other
      incomeOther
      income
            
            $
            4,294
            
            
            
            2,314
            
            
            $
            1,980
            
            
            
            46.1%Interest
      (expense)
            
            
            (3,218)
            
            
            
            (26,843
            )
            
            
            (23,625)
            
            
            
            (734.1%)Rental
      incomeTotal
      other income (expense)
            
            $
            1,076
            
            
            
            (24,529)
            
            
            $
            25,605
            
            
            
            79.6%




Other
Income was $25,605 higher in the three month period ended September 30, 2008
than the three month period ended September 30, 2007, because we were able to
reduce our interest expense by $23,625 over the period ending September 30,
2007.





Net
(loss)





Three
      Months Ended
              September
      30,
            
            
            Increase
      (Decrease)2008
            
            
            2007
            
            
            $
            
            
            
            %Net
      (loss) before gain on restructured debt
            
            $
            (59,244)
            
            
            
            (447,020
            )
            
            $
            (387,776)
            
            
            
            (654.5%)





Our net
loss was $387,776 lower in the three month period ended September 30, 2008 as
compared to the three months ended September 30, 2007, during the period ending
September 30, 2008 we capitalized $150,000 in expenditures that related to the
development of a movie script. Interest expense was reduced as compared to the
three-month period ending September 30, 2007.   General and
Administrative operating expenses for the three months ending September 30, 2008
were substantially reduced compared to the same three month period ending
September 30, 2007.  -18-


Results
of Operations





The
following overview provides a summary of key information concerning our
financial results for the nine months ended September30, 2008 and
2007.





Revenues





Nine
      Months Ended
              September
      30,
            
            
            Increase
      (Decrease)2008
            
            
            2007
            
            
            $
            
            
            
            %Net
      Revenue
            
            $
            0
            
            
            $
            184,011
            
            
            $
            (184,011)
            
            
            
            (100%)





Revenue:
Total revenue was $ 0 and $184,011 for the nine months ended September 30, 2008
and 2007, respectively. Our decrease in revenue of $184,011 is due to several
previously funded cases not settling during the period prior to the divestiture
of the operating portion of the litigation funding.  Our business plan
is to move the Company into the movie and TV entertainment
business.  As we are in the start up phase of this shift in our core
operations, revenues will lag until we can produce a film product for
marketing.





Operating
expenses




Nine
      Months Ended September 30,
            
            
            Increase
      (Decrease)2008
            
            
            2007
            
            
            $
            
            
            
            %General
      and
              Administrative
      expenses
            
            $
            388,630
            
            
            $
            719,877
            
            
            $
            (330,247)
            
            
            
            (84.7%)Financing
      expense
            
            
            55,421
            
            
            
            70,000
            
            
            
            (14,579
            )
            
            
            (20.8%)Depreciation
      andAmortization
            
            
            8,597
            
            
            
            19,269
            
            
            
            (10,672)
            
            
            
            (124.1%)Total
      operating expenses
            
            $
            453,648
            
            
            
            809,146
            
            
            
            (355,498)
            
            
            
            (78.3%)





Total
operating expenses for the nine month period ended September 30, 2008, decreased
by $355,498 over the nine month period ended September 30, 2007, as management
began to implement our new business model of film production we were able to
maintain strong cost controls over the expenses, reduce financing expenses and
capitalize $150,000 in expenditures relating to the production of a movie
script.  -19-


Other income
(expense)





Nine
      Months Ended
              September
      30,
            
            
            Increase
      (Decrease)2008
            
            
            2007
            
            
            $
            
            
            
            %Other
      income
            
            
            1,564
            
            
            
            53,947
            
            
            
            (52,383)
            
            
            
            (3,349.2%)Interest
      (expense)
            
            
            (9,808)
            
            
            
            (94,099)
            
            
            
            (84,291)
            
            
            
            (859.4%)Amortization
      of debtdiscount
            
            
            
            
            
            
            50,606
            
            
            
            50,606
            
            
            
            100%Total
      other income (expense)
            
            $
            (8,244)
            
            
            
            10,454
            
            
            $
            (18,698)
            
            
            
            (226.8%)





Other
income was $52,383 lower in the nine month period ended September 30, 2008, than
the nine month period ended September 30, 2007, because we were able to
negotiate several one time vender and legal fee discounts in the period ending
September 30, 2007.





Our
interest expense was $84,291 lower in the nine month period ended September 30,
2008, than the nine month period ended September 30, 2007, because we decreased
short term interest bearing debt.





Net
(loss)





Nine
      Months Ended
              September
      30,
            
            
            Increase
      (Decrease)2008
            
            
            2007
            
            
            $
            
            
            
            %Net
      (loss) Before Gain on Debt Restructuring
            
            $
            (461,898)
            
            
            
            (900,701)
            
            
            $
            (438,803)
            
            
            
            (94.9%)





Our net
loss was $439,803 lower in the nine month period ended September 30, 2008, as
compared to the nine months ended September 30, 2007, because we were able to
maintain our cost cutting efforts during this period of our transition from
litigation financing to film production. In the third quarter ending September
30, 2008 the company developed it’s first movie script, capitalizing the
$150,000 costs for the production of the script.


-20-


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.





We had
minimal  cash on hand as of September 30, 2008, and, additional funds
will be required to satisfy our working capital requirements for the next twelve
months. Our plan of operation includes the use of our Equity Investment
Agreement with Imperial Capital to provide for sufficient capital to sustain
operations. During May and June, 2008, we issued our first series of Puts to
Imperial for a gross amount of $40,000.





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 retained Vantage Investments
and 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 whose contributions 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, 2008, our cash balance was $51. Our plan for satisfying our cash
requirements for basic operations over the next 12 months entails the sale of
our securities pursuant to our Equity Investment Agreement with Imperial
Capital, and to private individuals or institutions, or third party financing,
and/or traditional bank financing. 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.  -21-


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 stockholders in
exchange for 20,000 shares of our restricted common stock. Easy Money continues
as a wholly-owned subsidiary of the Company.  There has been no
activity, nor have any operations taken place since its
acquisition.





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.





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.  -22-


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, 2008, we
incurred net losses before gain on debt restructuring of $461,898. Our
accumulated deficit at the end of September 30, 2008, was $11,872,044. 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 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
are subject to a working capital deficit, which means that our current assets on
September 30, 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 nine months ended September 30, 2008, which
means that our current liabilities exceeded our current assets on September 30,
2008, by $717,023.  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, 2008, were not sufficient to satisfy
all of our current liabilities on September 30, 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.


-23-


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.





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.  -24-


ITEM 3.  QUATITATIVE AND 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-KSB for the year ended December 31,
2007.





ITEM 4.  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 of September
30, 2008. Based on the evaluation, the CEO and CFO concluded that the Company’s
disclosure controls and procedures were not effective.  There has been a
significant change in the Company's internal controls with the addition of legal
councel 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 tomaterially affect the Company’s internal control
over financial reporting.


-25-


PART
II – OTHER INFORMATION





Item 1.  Legal Proceedings





The
Company is not currently a party to any litigation.





Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds





There
were no sales of unregistered equity securities during the quarter ending
September 30, 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 Davtic 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 Davtic
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 May19,
2008, 40,000 shares of restricted common stock, par value $0.001, were issued to
Jerry E. Polis as an enticement for a loan, the share price was
$0.08.





On May19,
2008, 80,000 shares of restricted common stock, par value $0.001, were issued to
Davric Corp. as an enticement for a loan, the share price was
$0.08.




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 the
cancellation of an outstanding loan, the share price was $0.10.





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 the cancellation of an outstanding loan, the share price was
$0.10.





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 the cancellation of an outstanding loan, the share price was
$0.10.





Item 3.  Defaults Upon Senior
Securities





None.





Item 4.  Submission of Matters to a
Vote of Security Holders





None.  -26-


Item 5.  Other Information





On
September 27, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“Pictures’) whereby the
Company granted a world-wide exclusive license to 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 Pictures.





As a
condition to the license, 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 Associate Producer.





Subject
to financing of the Film, 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, 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 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, 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 is 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 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 $25,000 in U.S.
currency.





Divestiture of LitFundingUSA




On March
28, 2008, the Company entered into Stock Purchase Agreement (the “Divestiture
Agreement”) with Iscom, Inc., whereby, effective on March 31, 2008, we divested
ourselves of all of assets and liabilities of LitFunding USA,
Inc.  LitFunding USA was a wholly-owned subsidiary of the Company
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 majority of the Company’s former business operations.







Under the
terms of the Divestiture Agreement, we received consideration and Iscom, Inc.
assumed all disclosed and undisclosed liabilities. The Company retains a fifty
percent (50%) share in the net revenues, if any, that may be received by Iscom,
Inc. collected from advances and fees due from clients of LitFunding USA, Inc.,
net of (1) all expenses associated with collection of such advances, (2) the
amount of liabilities assumed by Iscom, Inc., and (3) a 15% collection
fee.  The Company has no obligation to assist or participate in any
collection effort of Iscom, Inc., and based upon prior experience with the
business of LitFunding USA, does not expect to receive any significant income
from this arrangement.







The
foregoing description of the terms and conditions of the Divesture Agreement is
qualified in its entirety by, and made subject to, the more complete information
set forth in the entire Divestiture Agreement, a copy of which was filed as an
exhibit to our Form 8-K, dated March 28, 2008,  and filed with the SEC
on April 8, 2008.


-27-


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 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.


-28-


Item 6.  Exhibits and Reports on Form 8-K





Exhibits




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 Judgement (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 Designation Series C Convertible
      Preferred Stock January 9, 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)




-29-




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, 2006
      (Incorporated by
      reference to the exhibits to Form 10-KSB file on May 19,
      2006)10.20
            Termination
      dated February 20,2007 of CardMart USA, Inc.Letter Agreement dated
      November 17,2006(Incorporated by reference to
      the exhibits to Form S-8 filed on February 23,
  2007)10.21
            Share
      Exchange Agreement with Hands Free Entertainment, Inc., dated December 31,
      2007 (Incorporated by
      reference to the exhibits to Form 8-K filed on January 4,
      2008)10.22
            Stock
      Purchase Agreement with Iscom, Inc., dated March 31, 2008 (Incorporated by reference to
      the exhibits to Form 8-K filed on April 8, 2008)10.23
            Mutual
      Rescission Agreement with Hands Free Entertainment, Inc., dated March 28,
      2008 (Incorporated by
      reference to the exhibits to Form 8-K filed on April 10,
      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)31.1*
            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.







Reports on Form
8-K





None.


-30-


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)March
      11, 2009
              By:
              /s/ Terry
      GabbyTerry
      GabbyChief
      Financial Officer


-31-