UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|X                                                              | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
|                                                               | ACT OF 1934                                                                 
|For the quarterly period ended: March 31, 2008                
|or                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________





Global Entertainment Holdings Inc.

(Exact name of registrant as specified in its charter)





|                             |              |                    
|---------------------------- | ------------ | -------------------
|Nevada                       | 000-49679    | 93-1221399         
|(State or Other Jurisdiction | (Commission  | (I.R.S. Employer   
|of Incorporation)            | File Number) | Identification No.)

1516 E. Tropicana Suite 245 Las Vegas, Nevada 89119

(Address of Principal Executive Office) (Zip Code)

(702) 333-0440

(Registrants telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)





|                                                                                                                                                                                                                                                                                                                                                         |   |     |   |                           |   |  |  |  | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- | - | ------------------------- | - |  |  |  | 
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|                                                                                                                                                                                                                                                                                                                                                         | X | Yes |   | No                       
|                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.                                                                                                                                                                                              
|Large accelerated filer                                                                                                                                                                                                                                                                                                                                  |   |     |   | Accelerated filer         |   | 
|Non-accelerated filer                                                                                                                                                                                                                                                                                                                                    |   |     |   | Smaller reporting company | X | 
|                                                                                                                                                                                                                                                                                                                                                         |  
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                                                                                                                  |   | Yes | X | No                       
|The number of shares of Common Stock, $0.001 par value, outstanding on May 20, 2008, was 10,992,844 shares.                                                                                                                                                                                                                                             







---

PART I  FINANCIAL INFORMATION



Item 1. Financial Statements.

Global Entertainment Holdings Inc.

Consolidated Balance Sheet



|                                      |                                                                    |                                                        |             |                   |         |           |             |           |   |        
|------------------------------------- | ------------------------------------------------------------------ | ------------------------------------------------------ | ----------- | ----------------- | ------- | --------- | ----------- | --------- | - | -------
|                                      |                                                                    | March 31,                                              |             | December 31,     
|                                      |                                                                    | 2008                                                   |             | 2007             
|                                      |                                                                    |                                                        | (unaudited) |                   |         | (audited)
|Assets                                |                                                                    |                                                        |             |                   |         |           |            
|Current assets:                       |                                                                    |                                                        |             |                   |         |          
|                                      | Cash and cash equivalents                                          |                                                        | $           | 1,350             |         | $         | 2,558      
|                                      | Accounts receivable, net                                           |                                                        |             |                   |         |           | 159,838    
|                                      | Due from employees                                                 |                                                        |             | 13,728            |         |           | 25,315     
|                                      | Contingent advances less reserves for unsuccessful                 |                                                        |             |                   |         |           |            
|                                      | resolution of lawsuits                                             |                                                        |             |                   |         |           | 373,025    
|                                      | Note receivable                                                    |                                                        |             |                   |         |           | 900        
|                                      |                                                                    | Total current assets                                   |             |                   | 15,078  |           |             | 561,636  
|Fixed assets, net                     |                                                                    |                                                        | 21,155      |                   |         | 23,479   
|                                      |                                                                    | Total fixed assets                                     |             |                   | 21,155  |           |             | 23,479   
|Other assets                          |                                                                    |                                                        |             |                   |         |          
|                                      | Book , TV and Movie Rights                                         |                                                        |             | 176,155           |         |           | 202,325    
|                                      |                                                                    |                                                        |             | Security Deposits |         |           | 6,381       |           |   |        
|                                      |                                                                    |                                                        |             | Other Assets      |         |           | 1,500       |           |   |        
|                                      |                                                                    | Total other assets                                     |             |                   | 184,036 |           |             | 202,325  
|                                      |                                                                    |                                                        |             | Total assets      |         | $         | 220,269     |           | $ | 787,440
|Liabilities and Stockholders' Equity  |                                                                    |                                                        |             |                   |         |          
|Liabilities not subject to compromise |                                                                    |                                                        |             |                   |         |          
|                                      | Accounts payable                                                   |                                                        | $           | 31,632            |         | $         | 178,312    
|                                      | Accrued expenses                                                   |                                                        |             | 180,898           |         |           | 121,842    
|                                      | Notes payable                                                      |                                                        |             | 232,205           |         |           | 167,004    
|                                      | Investor participation obligations                                 |                                                        |             |                   |         |           | 699,500    
|                                      |                                                                    | Total current liabilities not subject to compromise    |             |                   | 444,735 |           |             | 1,166,658
|Liabilities subject to compromise     |                                                                    |                                                        |             |                   |         |          
|                                      | Trade and miscellaneous claims                                     |                                                        |             |                   |         |           |            
|                                      | Debentures                                                         |                                                        |             | 40,000            |         |           | 40,000     
|                                      |                                                                    | Total  liabilities subject to compromise               |             |                   | 40,000  |           |             | 40,000   
|                                      |                                                                    | Total liabilities                                      |             |                   | 484,735 |           |             | 1,206,658
|Stockholders' equity:                 |                                                                    |                                                        |             |                   |         |          
|                                      | Series A Convertible preferred Stock, par value $0.001,            |                                                        |             |                   |         |           |            
|                                      |                                                                    | 2,000,000 shares authorized, 800,000 shares issued and |             |                   |         |           |             |          
|                                      |                                                                    | Converted into common stock                            |             |                   |         |           |             |          
|                                      | Series B Convertible preferred stock, par value $0.001,            |                                                        |             |                   |         |           |            
|                                      | 4,000,000 shares authorized, 3,990,314 shares issued and           |                                                        |             |                   |         |           |            
|                                      | Series C Convertible preferred stock par value $0.001              |                                                        |             |                   |         |           |            
|                                      | 6,000,000 shares authorized,  6,000,000 outstanding                |                                                        |             | 6,000             |         |           |            
|                                      | outstanding                                                        |                                                        |             | 3,990             |         |           | 3,990      
|                                      | Common stock, $0.001 par value, 230,000,000 shares                 |                                                        |             |                   |         |           |            
|                                      | authorized, 9,429,511 and 9,258,511 shares issued and              |                                                        |             |                   |         |           |            
|                                      | outstanding at  March 31, 2008 and December 31, 2007, respectively |                                                        |             | 94,295            |         |           | 91,728     
|                                      | Shares authorized & unissued                                       |                                                        |             | 191,800           |         |           | 17,500     
|                                      | Subscription Payable                                               |                                                        |             |                   |         |           | (171,000)  
|                                      | Subscription Receivable                                            |                                                        |             |                   |         |           | 43,500     
|                                      | Additional paid-in capital                                         |                                                        |             | 10,844,797        |         |           | 10,744,965 
|                                      | Additional paid-in capital Preferred A                             |                                                        |             |                   |         |           |            
|                                      | Additional paid-in capital Preferred B                             |                                                        |             | 271,425           |         |           | 271,425    
|                                      | Accumulated (deficit)                                              |                                                        |             | (11,699,000)      |         |           | (11,324300)
|                                      |                                                                    |                                                        |             | (264,466)         |         |           | (419,218)  
|                                      |                                                                    |                                                        | $           | 220,269           |         | $         | 787,440    

See notes to consolidated financial statements



---

Global Entertainment Holdings Inc.

Consolidated Statement of Operations

Unaudited



|                                               |                                                     |                               |           |           |         |                            |           |          |   |         
|---------------------------------------------- | --------------------------------------------------- | ----------------------------- | --------- | --------- | ------- | -------------------------- | --------- | -------- | - | --------
|                                               |                                                     |                               |           |           |         | For the three months ended
|                                               |                                                     |                               |           |           |         | March, 31                 
|                                               |                                                     |                               |           |           |         | 2008                       |           | 2007    
|                                               |                                                     |                               |           |           |         |                            |           |          |   |         
|Net Revenue                                    |                                                     | $                             |           |           | $       | 94,862                    
|Expenses:                                      |                                                     |                               |           |           |         |                           
|                                               | Reserve for unsuccessful resolution of lawsuits     |                               | $         |           |         | $                          |          
|                                               | General and administrative expenses                 |                               |           | 178,509   |         |                            | 108,887  
|                                               | Financing expense                                   |                               |           | 15,600    |         |                            |          
|                                               | Depreciation & Amortization                         |                               |           | 2,013     |         |                            | 6,221    
|                                               | Preferred stock dividend                            |                               |           |           |         |                            |          
|                                               |                                                     | Total operating expenses      |           |           | 196,122 |                            |           | 115,108 
|Net operating (loss)                           |                                                     |                               | (196,122) |           |         | (20,246)                  
|                                               |                                                     |                               |           |           |         |                            |           |          |   |         
|Other income (expenses):                       |                                                     |                               |           |           |         |                           
|                                               | Other income                                        |                               |           |           |         |                            |          
|                                               | Interest (expense) net of interest income           |                               |           | (3,015)   |         |                            | (37,053) 
|                                               | Rental Income                                       |                               |           |           |         |                            |          
|                                               | Debt forgiveness                                    |                               |           | 26,250    |         |                            |          
|                                               |                                                     | Total other income (expenses) |           |           | 23,235  |                            |           | (37,053)
|Income (Loss) before Income taxes              |                                                     |                               | (172,887) |           |         | (57,299)                  
|                                               |                                                     |                               |           |           |         |                            |           |          |   |         
|Income tax (benefit) provision                 |                                                     |                               |           |           |         |                           
|                                               | Net Income (loss)                                   |                               |           |           |         |                            |          
|                                               |                                                     |                               |           |           |         | $                          | (172,887) |          | $ | (57,229)
|Weighted average number of                     |                                                     |                               |           |           |         |                           
|                                               | Common shares outstanding - basic and fully diluted |                               |           | 4,397,482 |         |                            | 2,667,014
|Net (loss) per share - basic and fully diluted |                                                     | $                             | (0.039)   |           | $       | (0.021)                   



See notes to consolidated financial statements



---

Global Entertainment Holdings Inc.

Consolidated Statement of Cash Flows

Unaudited



|                                                             |  |                            |           |      |   |          
|------------------------------------------------------------ |  | -------------------------- | --------- | ---- | - | ---------
|                                                             |  | For the three months ended
|                                                             |  | March 31,                 
|                                                             |  | 2008                       |           | 2007
|                                                             |  |                            |           |      |   |          
|Cash flows from operating activities                         |  |                            |           |      |   |          
|Net income (loss)                                            |  | $                          | (172,887) |      | $ | (57,299) 
|Adjustments to reconcile net income to net cash              |  |                            |           |      |   |          
|provided by (used in operating activities)                   |  |                            |           |      |   |          
|Depreciation and amortization                                |  |                            | 2,013     |      |   | 6,221    
|Reserve for unsuccessful resolution of lawsuits              |  |                            |           |      |   |          
|Share-based compensation                                     |  |                            | 220,664   |      |   | 469,000  
|Changes in assets and liabilities:                           |  |                            |           |      |   |          
|Increase (decrease) in account receivables                   |  |                            | (900)     |      |   | (90,678) 
|Increase (decrease) in other assets                          |  |                            | (2,324)   |      |   | (146,040)
|Increase (decrease) in contingent advances                   |  |                            |           |      |   |          
|Notes receivable                                             |  |                            |           |      |   | (250,000)
|Debt discount                                                |  |                            |           |      |   |          
|Deferred stock compensation                                  |  |                            |           |      |   |          
|Increase (decrease) in accounts payable and accrued expenses |  |                            | (87,624)  |      |   | (326,210)
|Trade and other claims subject to compromise                 |  |                            |           |      |   |          
|Increase (decrease) in deferred revenue                      |  |                            |           |      |   | 6,244    
|Net cash (used in) operating activities                      |  | $                          | (41,058)  |      |   | (438,762)
|                                                             |  |                            |           |      |   |          
|Cash flows from investing activities:                        |  |                            |           |      |   |          
|Purchase of property and equipment                           |  |                            |           |      |   |          
|Net cash (used in) investing activities                      |  |                            |           |      |   |          
|                                                             |  |                            |           |      |   |          
|Cash flows from financing activities:                        |  |                            |           |      |   |          
|Cash from issuance of common stock                           |  |                            |           |      |   | 434,000  
|Cash from exercise of options & warrants                     |  |                            | 100       |      |   |          
|Common stock cancellation                                    |  |                            |           |      |   |          
|Proceeds from notes payable                                  |  |                            | 39,750    |      |   | 1,640    
|Repayments of notes payable                                  |  |                            |           |      |   |          
|Proceeds from investor participation borrowings              |  |                            |           |      |   |          
|Principal repayments on capital lease obligations            |  |                            |           |      |   |          
|Value of Warrants issued                                     |  |                            |           |      |   |          
|Net cash provided by financing activities                    |  | $                          | 39,850    |      |   | 434,640  
|                                                             |  |                            |           |      |   |          
|Increase  (decrease) in cash                                 |  |                            | (1,208)   |      |   |          
|Cash - beginning of period                                   |  |                            | 2,558     |      |   | 1,618    
|Cash - ending of period                                      |  | $                          | 1,350     |      | $ | (1,504)  
|                                                             |  |                            |           |      |   |          
|Supplemental disclosures:                                    |  |                            |           |      |   |          
|Interest paid                                                |  |                            |           |      |   |          
|Income taxes paid                                            |  | $                          |           |      | $ |          
|                                                             |  |                            |           |      |   |          
|Shares issued for services                                   |  | $                          | 500,000   |      | $ | 469,000  



See notes to consolidated financial statements



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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.



Note 2 - Bankruptcy Petition and Reorganization



On April 2, 2003, certain creditors filed an involuntary bankruptcy petition under Chapter 7 of the United States Bankruptcy Code against LitFunding Corp., a Nevada corporation. In the Petition, the Petitioning Creditors alleged that LitFunding Corp. was generally not paying its debts as they became due. The debtors disputed this allegation. For approximately eleven months the debtors and the petitioning creditors engaged in litigation regarding the merits of the involuntary petition, and the Petitioning Creditors rights under disputed contracts.



As a result of the foregoing litigation, LitFunding Corp. was placed into a protective Chapter 11 proceeding effective November 19, 2003. The costs of litigating the merits of the involuntary petition, and the financial impact of the pending involuntary, so materially damaged both the LitFunding Corp. and California LitFunding that it ultimately became necessary for both companies to enter into Chapter 11. Accordingly, California LitFunding entered into a Chapter 11 proceeding on January 26, 2004.



In February of 2004, this litigation was settled. The settlement reached by and among the Company and the petitioning creditors has been incorporated into a reorganization plan confirmed by the United States Bankruptcy Courts on June 17, 2004.



During 2004 and 2003, California LitFunding, as the operating entity, held title to substantially all of the assets of the Company. The core assets within California LitFunding, and those with most of the value, were the Settlement Agreements, which were the primary subject of the litigation indicated with the filing of the involuntary bankruptcy petition on April 2, 2003. A total of approximately $18.6 million dollars was invested through those Settlement Agreements.



Pursuant to the plan of reorganization, LitFunding Corp. and California LitFunding had the option to voluntarily transfer the control and the collection of the settlement agreements (the Contract Pool") to an IEP distribution agent (the Contract Agent) for the benefit of the IEP claimants who comprise class 6 under the terms of the reorganization plan.



LitFunding Corp., California LitFunding and the IEP claimants stipulated and agreed to do this in December 2004. In that stipulation, the Contract Agent would assume full control and administration over the Contract Pool and have full authority over the enforcement of the obligations set forth in the settlement agreements that comprise the Contract Pool.



Per the agreement signed on November 30, 2004, LitFunding Corp. and California LitFunding transferred all of the original records and files to the Contract Agent on December 16, 2004, and sent written notice to all parties subject to the settlement agreement notifying them of the transfer of control of the Contract Pool and settlement agreements to the Contract Agent including the assignment of LitFunding Corp. and California LitFunding's legal rights and that all payments are now payable to the Contract Agent.



As a result of the transfer, the Company was effectively relieved of the obligation due to the IEP claimants of the IEP Note of approximately $26,662,000 including related accrued interest. The carrying value of receivables and advances at the time of the transfer was approximately $12,331,000 resulting in a gain on the transfer of $14,131,000 for the year ended December 31, 2004. The original value of the IEP Note was determined based on the stipulations within the bankruptcy plan. In the transfer, the Company transferred all of its rights to the contingent advances and any potential earnings thereon. Because payments on the IEP Note were only to come from collections and earnings on the contingent advances, the Company is no longer responsible for that obligation.





---

In consideration for the cooperation and support provided by LitFunding Corp. and California LitFunding making the transition seamless and effective, the IEP claimants waived and released LitFunding Corp. and California LitFunding from all liability arising under the "Contingent Recourse Note" of approximately $1,560,000, which would have become effective in 2005.



Moreover, by effecting this transfer of the Contract Pool, the two other classes of creditors (Class 4 and 5) affected by this transition will continue to receive the benefit of the unsecured creditors' allocation as defined in the plan of reorganization. The contingency administrative charge allowed by the plan of reorganization to be paid to LitFunding Corp. and California LitFunding has ceased as a result of this transfer.



As a result of the transfer of the contract pool to the IEP claimants effective in December 2004, the Company recorded an extraordinary gain for the removal the associated obligation and assets.



The Company's primary liabilities are summarized in the following paragraphs:



A. Administrative and Priority Claims. The claims within this class total approximately $287,000 through December 31, 2005. Most of this amount represents the fees and costs payable to the Debtors general insolvency counsel, Winthrop Couchot, P.C. who accepted 200,000 shares of common stock from the company in April 2005 and an additional 100,000 shares in 2005 in part or full payment for the amount. The balance represents sums owed of approximately $9,300 in priority wages owed to two officers of the Debtors. These amounts are not subject to compromise and are included in accounts payable and accrued expenses in the accompanying balance sheet at March 31, 2006;



B. Gap Claims. During the period between the filing of the involuntary petition and the date on which LitFunding Nevada's stipulated to the entry of an order for relief, certain claims accrued. Substantially all of these claims accrued in favor of two law firms that were defending LitFunding Nevada against the involuntary filing. The Debtors reached an agreement with these claimants to pay $314,000 over twelve months.  During the three months ended March 31, 2006 the debtor elected to convert $3,676 to 26,250 shares oh the Companys $.001 par value common stock and $36,881 to a promissory note bearing interest at 8% per annum with a maturity date of August 1, 2006.



C. Debenture Claims. In calendar years 2002 and 2003 California LitFunding issued debentures to seven individuals, creating approximately two hundred thousand dollars ($200,000) in debt obligations. Included is a $10,000 debenture payable to a related party. These claims are unsecured and they are undisputed.



D. Unsecured Claims Other Than Debenture Claims and IEP Claims. During the months ended March 31, 2006, the debtors elected to convert $244,169 to 1,454,108 shares of the Companys $.001 par value common stock and $64,684 to notes payable with a maturity date of June 15, 2006.  At March 31, 2006 the Company had issued 281,132 and the remaining 1,172,976 shares were issued on April 18, 2006 the Company recorded a subscription payable of $ 190,687 at March 31, 2006.



E. IEP Claims. Pursuant to the Settlement Agreement entered into by and between The Company and the IEP petitioning creditors, each and every claim held by the IEP petitioning creditors has been fixed in them Plan. The totality of all claims held by the IEP petitioning creditors has been incorporated into the non-recourse Plan Note. The Plan Note had an opening balance of $26,111,763. This obligation was relieved in connection with the transfer of the Contract Pool to the IEP Creditors in December 31, 2004;



F. The Plan presented for confirmation incorporates both a business plan, and a legal framework for the payment of claims. The business plan sets forth how The Company intends to generate the funds necessary to meet the monetary obligations fixed in the Plan. The legal framework details what each class of creditors will receive under the terms of the Plan



G. The business plan incorporated into the Plan is designed to accomplish two core objectives. The first core objective is to maximize the funds collected to be collected. The second core objective is to essentially restart The Company's business model by raising and investing additional capital in new lawsuits;



H. Interest Holders. Interest holders are the parties who hold ownership interest (i.e., equity interest) in The Company. The Plan creates two classes of interests. Class 7, which is comprised of LitFunding Nevada, as the holder of all of the common stock of California LitFunding, and Class 8, which is comprised of all of the holders of common stock interests in LitFunding Nevada. These classes are not impaired under the terms of the Plan.





---

The remaining bankruptcy liabilities at March 31, 2008 are summarized as follows:



|                              |   |       
|----------------------------- | - | ------
|Gap Claims                    | $ | -     
|Unsecured Creditors and Other |   | -     
|Subtotal                      |   | -     
|Debentures                    |   | 40,000
|                              | $ | 40,000



Note 3  Notes Receivable



None



Note 4 - Contingent Advances



The Company has divested itself of its wholly owned subsidiary LitFunding USA as of March 31, 2008. LitFunding USA was the managing partner of several LLC that control the contingent advances.



Note 5 - Participation Agreements



None



Note 6 - Debentures



During the year ended December 31, 2002, the Company issued 5-year 9% convertible debentures amounting to $200,000, due January 1, 2007. Included is one debenture due to a related party for $10,000. Interest is due semi-annually on the first day of June and December of each year, commencing June 1, 2003 until fully paid. As part of the plan of reorganization, these debentures have an amended maturity to June 2008. In December 2007, the Company converted $150,000 principal amount of the debentures, plus approximately $21,000 in accrued interest, into 171,000 shares of Common Stock.  At March 31, 2008, the Company had debentures outstanding of $40,000, with accrued interest totaling $6,450.



The registered holders of the debentures have the right, after one year prior to maturity, to convert the principal at the original conversion price of $10 for one Common share or at the adjusted conversion price. If and whenever on or after the date of this debenture, the Company issues or sells any share of common stock for a consideration per share less than the initial conversion rate, then upon such issue or sale, the initial conversion rate shall be reduced to the lowest net price per share at which such share of common stock have been issued. The debentures are subordinated to all the senior indebtedness, including debts under equity participation agreements.



Note 7- Debt



Notes payable at March 31, 2008 is comprised of the following:



|                                                                                                                                                                                              |   |       |       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----- | ------
|Note payable to entity, original balance of $19,181
Principal and interest due June 15, 2006. The Note is unsecured.
Note payable to entity, original balance $32,187. This note is unsecured |   | $     | 9,591 
|                                                                                                                                                                                              |   |      
|                                                                                                                                                                                              |   |      
|                                                                                                                                                                                              | $ | 6,094
|                                                                                                                                                                                              |   |      
|Note payable to entity, original balance of $15,000 due in three monthly installments of $5,000 beginning April 15, 2006. The Note is unsecured                                               |   | $     | 10,000
|                                                                                                                                                                                              |   |      
|                                                                                                                                                                                              |   |      
|                                                                                                                                                                                              |   |      
|Notes payable various amounts and interest rates, unsecured                                                                                                                                   |   | $     | 11,500
|Notes payable various amounts and interest rates, unsecured                                                                                                                                   |   | $     | 11,500
|Note payable to entity, original balance of $30,502 due in two monthly installments of $15,251 beginning April 15, 2006. The Note is unsecured                                                |   | $     | 10,081
|                                                                                                                                                                                              |   |      
|                                                                                                                                                                                              |   |      
|                                                                                                                                                                                              |   |      
|Notes payable face amounts totaling $45,000, with various interest rates and due dates. The notes have been verbally extended.                                                                |   | $     | 45,000
|Advances to be converted into notes.                                                                                                                                                          |   | $     | 26,600





---



|                                                                                                                               |  |   |        
|------------------------------------------------------------------------------------------------------------------------------ |  | - | -------
|                                                                                                                               |  |   |        
|Notes payable face amounts totaling $42,500, with various interest rates and due dates. The notes have been verbally extended. |  | $ | 42,500 
|Note payable Face amount $6,000, interest at 12% due April 15, 2008. This note has been verbally extended to May 31, 2008.     |  | $ | 6,000  
|Global Notes with no specified due dates and varying interest rates.                                                           |  | $ | 53,339 
|Total                                                                                                                          |  | $ | 232,205



Note 8  Stockholders Equity



Common Stock  Issued



On March 3, 2008, the Company issued 114,000 shares of its $0.001 par value restricted common stock for the conversion of a note in the amount of $100,000, with accrued interest of $14,000, held by Candioty-Werth Trust. The conversion share price was $1.00.



On March 3, 2008, the Company issued 57,000 shares of its $0.001 par value restricted common stock for the conversion of a note in the amount of $50,000, with accrued interest of $7,000, held by Adam Carolla. The conversion share price was $1.00.



Common Stock Commitments  Not Issued



On March 5, 2008 the Company authorized 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 in LFC 104. The conversion share price was $0.15.



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 in LFC 105. The conversion share price was $0.15.



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.



On March 27, 2008 the Company authorized the issuance of up to 90,000 shares of its $0.001 par value restricted common stock to be held in escrow as required by the Companys agreement with Vantage Investment Group, dated February 21, 2008. These shares have not been issued yet. The share price was $0.08.



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. in LFC 101. The conversion share price was $0.10.



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.  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 Series B Stock to the stockholders of GUFG. GUFG became a wholly-owned subsidiary of the Company.  Gary Rasmussen, our CEO, owned 50% of the shares of GUFG and received 750,000 shares pursuant to the merger. Jackelyn Giroux, President of GUFG, received 750,000 shares.





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Pursuant to the Merger Agreement, GUFG 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. GUFG 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 GUFG shares and was required to timely file a registration statement covering said shares of GUFG thereby effecting the spin-off. The Company failed to file the registration statement.



On October 16, 2006, the GUFG 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 GUFG would be entitled to a complete refund of the management fee and to effect a private spin-off.  The Companys management failed to file the registration statement by June 30, 2007.



In September of 2007, Mr. Rasmussen (a former 50% shareholder of GUFG 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 GUFG (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 Convertible Preferred stock was amended to remove the right to effect a spin-off of GUFG and a new Series C Convertible Preferred stock was authorized by the Board of Directors and issued to the holders of the Series B Preferred stock to reflect changes agreed to between the Board of Directors and the former shareholders of GUFG.



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 GUFG. 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 Certificate of Designation of the Series B Convertible Preferred Stock (Series B Stock) contains the following provisions:



Dividend Provisions.  The holders of the Series B Stock will not be entitled to any dividends on the Preferred Stock.



Liquidation Preference.  In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, subject to the rights of series of preferred stock that may from time to time come into existence, the holders of Series B Stock shall be entitled to receive, prior to and in preference to any distribution of any of the assets of the Company to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $0.001 for each outstanding share of Series B Stock (Original Series B Issue Price) and (ii) an amount equal to the Original Series B Issue Price for each twelve (12) months that has passed since the date of issuance of any Series B Preferred Stock.



Spin-off Rights.  At the election of a majority in interest of the Series B Stock, GUFG shall be spun off to the holders of the Series B Stock, with 90% of such shares in GUFG being issued, pro rata to the holders of the Series B Stock, and 10% being issued and distributed to the shareholders of the Company Common Stock on a pro-rata basis. This provision was eliminated entirely with the filing of an amendment to the designation of rights and preferences of our Series B Stock with the State of Nevada on December 6, 2007.



Conversion.  Each share of Series B Stock shall be convertible, at the election of the holder, into one (1) share of the Companys common stock on such date as the majority shareholders of all Series B Stock have elected to effect the Spin-Off transaction; however, the Series B Stock shall automatically convert into shares of Common Stock of the Company after twelve (12) months from the date of LitFundings acquisition of GUFG, regardless of whether or not an election has been made to spin-off GUFG. This provision was amended with the filing of an amendment to the designation of rights and preferences of our Series B Stock with the State of Nevada on December 6, 2007. The conversion into common stock may be made at anytime, without conditions, by the holders of the Series B Stock.





Voting Rights.  The shares of the Series B Stock shall not have any voting rights.



On December 6, 2007, the Company amended the designation of rights and preferences of its Series B Convertible Preferred Stock as follows:



1.

Section 5(e) was deleted, removing the automatic conversion of the Series B Preferred stock on December 7, 2007.



2.

Section 8 was amended and Section 9 was deleted to clarify the effects of stock splits, etc.  The new language of Section 8 is as follows:





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If the Company, at any time while this  Preferred Stock is outstanding: (A) subdivides outstanding shares of Common Stock into a larger number of shares, (B) combines (including by way of reverse stock split) outstanding shares of common Stock into a smaller number of shares or (C) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion Rate shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 8 shall become effective immediately after the effective date of such subdivision, combination or reclassification.



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 calculated immediately after conversion. On April 4, 2008, the Company filed a Certificate of Designation with the Nevada Secretary of State, with the following rights and preferences:



RESOLVED, that, pursuant to Article Fourth of the Articles of Incorporation, as amended, of the Company, the Board of Directors hereby authorizes the issuance of, and fixes the designation and preferences and relative, participating, optional, and other special rights, and qualifications, limitations and restrictions, of a series of Preferred Stock consisting of six million (6,000,000) shares, $0.001 par value, to be designated "Series C Convertible Preferred Stock" (the "Series C Stock").



RESOLVED, that each share of the Series C Stock shall rank equally in all aspects and shall be subject to the following terms and provisions:



1.  Preference on Liquidation. In the event of any voluntary or involuntary liquidation, distribution of assets (other than the payment of dividends), dissolution or winding-up of the Company, Series C Stock shall have preferential rights to the Company's common stock.



2.  Voting Rights.



(a)  General Rights.  Except as otherwise provided herein or as required by law, the Series C Stock shall be voted equally with the shares of the Common Stock of the Corporation and not as a separate class, at any annual or special meeting of stockholders of the Corporation, and may act by written consent in the same manner as the Common Stock.



(b)  Number of Votes.  The holder of the shares of Series C Stock shall be entitled to such number of votes as shall be equal to the aggregate number of shares of Common Stock into which such holder's shares of Series C Stock are convertible immediately after the close of business on the record date fixed for such meeting or the effective date of such written consent.



3.   Dividends.  The holders of Series C Stock will be entitled to any dividends on the Series C Preferred Stock as shall be declared by the Board of Directors.



4.  Conversion Rights. The holders of the Series C Stock shall have the following rights with respect to the conversion of the Series C Stock into shares of Common Stock (the "Conversion Rights"):





(a)  Conversion.  Subject to and in compliance with the provisions of this Section 3, any shares of Series C Stock may, at any time, at the option of the holder, be converted into fully paid and non-assessable shares of Common Stock (a "Conversion").





(b) Conversion Rate. The entire class of authorized shares of Series C stock shall be convertible into approximately sixty percent (60%) of the Companys common stock on a non-dilutive basis.  Specifically, each share of Series C stock shall be convertible into such number of shares of common stock that is equal to the product of the number of the Company's common stock issued and outstanding at the time of conversion multiplied by 0.000025%.





(c)  Mechanics of the Conversion.  Upon a Conversion, the holder of Series C Stock shall surrender the applicable certificate or certificates therefore, duly endorsed, at the office of the Company or any transfer agent for the Series C Stock, and shall give written notice to the Company of the Conversion and the number of shares of Series C Stock being converted.  Thereupon, the Company shall promptly issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. A Conversion shall be deemed to have been made at the close of the first business day after the date both notice has been given and the applicable share certificate or certificates have been delivered to the Company, provided, however, if the foregoing occurs on a business day, before the close of business, the Conversion shall be deemed to have occurred at the close of business on that day (the "Conversion Date"). The person entitled to receive the shares of Common Stock issuable upon a Conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.





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(d)  Adjustment to Conversion Ratio. If, prior to the conversion of all shares of Series C Preferred Stock, the number of outstanding shares of Common Stock is increased by a stock split, stock dividend or other similar event, or if the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Board of Directors of the Corporation shall make an equitable adjustment in the Conversion Ratio, if necessary, to reflect such event in order to preserve substantially the initial Conversion Ratio.





(e) Reorganizations, Mergers, Consolidations or Sales of Assets. If at any time or from time to time after the date of issuance of the Series C Stock, there is a capital reorganization of the Common Stock (other than a transaction provided for elsewhere in this Section 4), as a part of such capital reorganization, provision shall be made so that the holders of the Series C Stock shall thereafter be entitled to receive upon conversion of the Series C Stock the number of shares of stock or other securities or property of the Company to which a holder of the number of shares of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, subject to adjustment in respect of such stock or securities by the terms thereof.





(f)  Notices of Record Date. Upon (i) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any sale of the Company, capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall mail to each holder of Series C Stock at least twenty (20) days prior to the record date specified therein a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such sale of the Company, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such sale of the Company, reorganization, reclassification, recapitalization, dissolution, liquidation or winding up.





(g)  Fractional Shares. Any fractional share of Common Stock resulting from the conversion of the Series C Stock shall be rounded up to the nearest whole share.





(h)  Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series C Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series C Stock.  If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.





(i)  Notices.  Any notice required by the provisions of this Section 4 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmation telex or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Company.





(j)  No Impairment. The Company will not, by amendment or restatement of its Articles of Incorporation, as amended, or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holder of the Series C Stock against impairment.



5. Protective Provisions.  So long as any shares of Series C Stock are outstanding, the Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the voting power of the then outstanding shares of such Series C Stock:



(a)  alter or change the rights, preferences or privileges of the shares of Series C Stock so as to affect adversely the shares; or



(b)  increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series C Stock.





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6.  Reacquired Shares.  Any shares of Series C Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof.  All such shares shall upon their cancellation become authorized but unissued shares of Series C Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restriction on issuance set forth herein.



The foregoing Certificate of Designation was executed and adopted by the Board of Directors on January 9, 2008.



Note 9  Contingencies



The Company is a defendant in several matters in litigation, many of which are in the normal course of business, including litigation for refunds of funds invested. The company believes these suits are without merit and intends to defend these litigations in courts of law.  However, practically all pending litigation involved our former operating subsidiary, LitFunding USA. With the divestiture of LitFunding USA on March 31, 2008, the pending litigation was transferred with the sale of LitFunding USA.



Note 10  Warrants and Options



During the three months ended March 31, 2008, there were no options or warrants issued by the Company.

Options and Warrants Exercised

During the three months ended March 31, 2008, there were no options or warrants exercised.



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



|                                                                 |  |                             |                                 |      
|---------------------------------------------------------------- |  | --------------------------- | ------------------------------- | -----
|                                                                 |  | Three months
March 31, 2008 | Weighted Average
Exercise Price
|                                                                 | 
|                                                                 |  |                             |                                 |      
|Options/warrants outstanding at beginning of period              |  | 481,675                     |                                 | $4.20
|Granted                                                          |  |                             |                                 |      
|Exercised                                                        |  |                             |                                 |      
|Terminated/Expired                                               |  |                             |                                 |      
|Options/warrants outstanding at end of period                    |  | 481,675                     |                                 | $4.20
|Options/warrants exercisable at end of period                    |  | 481,675                     |                                 | $4.20
|                                                                 |  |                             |                                 |      
|Price per share of options outstanding                           |  | $0.10-$70.00                |                                 |      
|                                                                 |  |                             |                                 |      
|Weighted average remaining contractual lives                     |  | 2.05 years                  |                                 |      
|                                                                 |  |                             |                                 |      
|Weighted average fair value of options granted during the period |  |                             |                                 |      



Note 11  Related Party Transactions



On March 31, 2008, Iscom, Inc. acquired all of the stock of LitFunding USA, Inc., which operated our former business of litigation funding. Iscom was an inactive corporation formed by Jackelyn Giroux, president of Global Universal Film Group. Gary Rasmussen was listed as secretary. Just prior to March 31st, Jackelyn Giroux and Gary Rasmussen resigned all positions held, and Jackelyn Giroux transferred control to Claire Ambrosio, attorney at law, and equity ownership to Ben Martin, an unrelated third party.



Note 12 - Subsequent Events



On April 3, 2008 the Company entered into a Consulting Contract with Worldwide Financial Solutions, Inc., a Florida corporation (WFS), providing services and advice pertaining to equity financing opportunities.  One warrant for the purchase of 100,000 shares for restricted common stock at $0.001 per share were issued to WFS on the date of the contract. The warrant was exercised immediately and the shares of restricted common stock were issued. Additionally, WFS received a warrant for the purchase of 100,000 shares at a price of $1.00 per share, expiring on December 31, 2009.



On April 11, 2008 Stanley Weiner, a director of the Company, entered into an agreement with us to convert debt of $40,000 owed to him by the Company in exchange for 400,000 shares of restricted common stock valued at $0.10 per share.



On May 8, 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 Put was for 100,000 shares, or the minimum Put of $10,000, less fees.





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On May 16, 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 Put was for 100,000 shares, or the minimum Put of $10,000, less fees.



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:





increased competitive pressures from existing competitors and new entrants;



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



deterioration in general or regional economic conditions;



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



loss of customers or sales weakness;



inability to achieve future sales levels or other operating results;



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



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.





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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.



Global Entertainment Holdings, through its wholly owned subsidiary Global Universal Film Group (GUFG), plans to develop the business of producing low-budget genre pictures with recognizable, name talent. GUFG management believes investment risk can be significantly reduced by utilizing Canadian and other major countries Government tax incentives to cover up to 50% of each films budget. Additional coverage of 20% to 25% of a films budget can be derived from pre-selling either foreign or U.S. rights to the film.  The remaining balance (25% to 30%) 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 to assure long-term profitability for the Company and its shareholders.



Current Negotiations



GUFG is in negotiations with an international film distribution company to produce and distribute a proprietary slate of 6 or more feature-length films. Under the proposed agreement with the distribution company, the Company will be responsible for arranging financing to provide 100% of the budget required to produce the films. The distribution company will charge a fee of 7.5% for foreign distribution, and 10% for U.S. distribution.  The distribution company will try to utilize a pre-arranged output deal with a major studio to affect a U.S. theatrical release, if the film warrants such investment.



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 two of the films will warrant and receive a theatrical release prior to their video distribution.  There is, of course, no guarantee of a theatrical release for any film that may be produced by the Company, although the distribution company will use best efforts to obtain U.S. theatrical release through an out put and first look arrangement with a major film studio.



Should a major studio distribute one or more of the GUFG films in the U.S., the distribution company will allocate their 10% fee out of the major studio distribution fee.



Agreement with Image In Media



GUFG recently acquired 30% of 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 budget. Because of various rules pertaining to ownership, GUFG was limited to 30% of the equity ownership of Global Universal Pictures.



Global Universal Pictures recently signed a production contract with Image In Media, a Canadian corporation that develops films, and has signed a distribution agreement with Anchor Bay, a company owned by Starz Media.  The film is entitled UNWOUND and will 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.



An offer has been made to Heather Graham to star in the film.  Image In Media has a production agreement, or an output deal, with Starz Media.  Image In Media has offered Global Universal Pictures an opportunity to participate in the production of additional films for Starz Media, contingent upon cast and budget, in addition to the film project, UNWOUND. No such agreement for additional films has yet been signed.



Starz Media, LLC., is owned by Liberty Media, which also owns Starz Entertainment, LLC. Starz is 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.



Results of Operations



The following overview provides a summary of key information concerning our financial results for the first quarter of 2008 compared with the first quarter of 2007.





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Revenues



|            |  |                              |  |                     |  |           |  |       
|----------- |  | ---------------------------- |  | ------------------- |  | --------- |  | ------
|            |  | Three Months Ended
March 31, |  | Increase (Decrease)
|            |  | 2008                         |  | 2007                |  | $         |  | %     
|            |  |                              |  |                     |  |           |  |       
|Net Revenue |  | $ 0                          |  | $94,862             |  | $(94,862) |  | (100)%



Revenue: Total revenue was $ 0 and $94,862 for the three months ended March 31, 2008 and 2007, respectively. Our decrease in revenue of $94,862 is due to several previously funded cases not settling during the quarter. Our business plan is to move the Company into the movie and TV entertainment business.  As we are in the start up faze of this shift in operations revenues will lag until we can produce a product for marketing.



Operating expenses



|                                                |  |                              |  |                     |  |         |  |      
|----------------------------------------------- |  | ---------------------------- |  | ------------------- |  | ------- |  | -----
|                                                |  | Three Months Ended March 31, |  | Increase (Decrease)
|                                                |  | 2008                         |  | 2007                |  | $       |  | %    
|                                                |  |                              |  |                     |  |         |  |      
|Reserve for
unsuccessful resolution
of lawsuits |  | $ -                          |  | $                   |  | $       |  | -    
|General and
administrative expenses             |  | 178,509                      |  | 108,887             |  | 69,622  |  | 64%  
|Financing expense                               |  |                              |  |                     |  |         |  | -    
|Depreciation and
amortization                   |  | 2,013                        |  | 6,221               |  | (4,208) |  | (68)%
|Preferred stock dividend                        |  | -                            |  | -                   |  | -       |  | -    
|                                                |  |                              |  |                     |  |         |  |      
|Total operating expenses                        |  | $196,122                     |  | $115,108            |  | $65,414 |  | 57%  



Total operating expenses for the three-month period ended March 31, 2008 increased by $65,414 over the three-month period ended March 31, 2007, due primarily to our activities related to restructuring the Company and changing its core business model.



Other income (expense)



|                             |  |                              |  |                     |  |          |  |       
|---------------------------- |  | ---------------------------- |  | ------------------- |  | -------- |  | ------
|                             |  | Three Months Ended
March 31, |  | Increase (Decrease)
|                             |  | 2008                         |  | 2007                |  | $        |  | %     
|                             |  |                              |  |                     |  |          |  |       
|Other income                 |  | $                            |  |                     |  | $        |  | -     
|Interest (expense)           |  | (3,015)                      |  | (37,053)            |  | (34,038) |  | (92)% 
|Rental income                |  |                              |  |                     |  |          |  |       
|Debt Forgiveness             |  | 26,250                       |  |                     |  | 26,250   |  | 100%  
|                             |  |                              |  |                     |  |          |  |       
|Total other income (expense) |  | 23,235                       |  | $(37,053)           |  | $60,288  |  | 162.7%



Our interest expense was $34,038 lower in the three month period ended March 31, 2008 than the three month period ended March 31, 2007 because we decreased short term interest bearing debt.



Net (loss)



|           |  |                              |  |                     |  |          |  |       
|---------- |  | ---------------------------- |  | ------------------- |  | -------- |  | ------
|           |  | Three Months Ended
March 31, |  | Increase (Decrease)
|           |  | 2008                         |  | 2007                |  | $        |  | %     
|           |  |                              |  |                     |  |          |  |       
|Net (loss) |  | $ (172,887)                  |  | $  (57,299)         |  | $115,588 |  | 200.2%





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Our net loss was $115,588 higher in the three month period ended March 31, 2008 as compared to the three months ended March 31, 2007 because our restructuring costs.



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 cash on hand of approximately $1,350 as of March 31, 2008. In the opinion of management, these funds will not satisfy our working capital requirements for the next twelve months. Nevertheless, our reorganization plan includes the use of our Equity Investment Agreement with Imperial Capital to provide for sufficient capital to sustain operations. During May, 2008, we issued our first series of Puts to Imperial for a gross amount of $20,000.



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 are 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 revenues generated from our operations.



Satisfaction of our cash obligations for the next 12 months.



As of March 31, 2008, our cash balance was $1,350.  Over the next twelve months we believe that existing capital and anticipated funds from operations will not be sufficient to sustain operations and planned expansion.  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.



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



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



Through LitFunding USA, we provide funding to qualifying plaintiffs and plaintiffs attorneys for the payment of costs and expenses of litigation, principally in the areas of personal injury, medical malpractice, product liability, toxic torts and employment. These costs generally include costs such as court filing fees, expert witnesses, private investigators (i.e. if the litigant is injured or otherwise



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incapacitated and unable to work) and other expenses of a law office in filing and maintaining a civil lawsuit. We generated revenues by raising capital and advancing this capital to various law firms pursuant to Settlement Agreements. These Settlement Agreements provide that the funds advanced were to be repaid to us, plus a fee, when the lawsuits referenced in the agreement ultimately settle. The amount of the fee payable on the funds advanced depended upon the length of the time the funds were outstanding, up to a fixed limit.  Pursuant to the terms of the Settlement Agreements, our contractual right to payment was limited to the funds ultimately paid to the law firm from the specified lawsuit, or lawsuits, in which the funds were invested.



Throughout our fiscal year 2007, we had contracts with attorney clients located in California (with an emphasis in Los Angeles, Orange, Ventura and San Diego counties), Georgia, Illinois, Minnesota, Mississippi, New York and South Carolina. Our internal guidelines limit non-recourse investment in any given case can be no more than 7% of what our retained legal experts estimate to be the value of the case to us.  In exchange for our financial support, we receive a contingent contractual interest secured by a security interest in the monetary settlement or judgment in the lawsuit.  If a case is lost or abandoned, we receive nothing in exchange for our investment.  We are not a law firm and take no role in the filing or handling of the litigation.  However, if the case is settled or a judgment is obtained against the defendant, we are paid according to the formula in the contract.  Generally, we receive a return of our investment, plus a 45% fixed fee, due upon return on the funds we provided, for each 90-day period that the principal is outstanding.  This return is sometimes capped, depending upon the circumstances involved in the underlying litigation.  Excluding cases that are lost and do not pay any return, our statistics show that we receive a return of our investments and fees on cases we invest within an average of 12 to 36 months from the date of our investment.  Most of our current, remaining portfolio consists of cases that are more than 36 months from the date of advance.



In March of 2008, our Board of Directors elected to divest its interest in LitFunding USA in exchange for an ongoing interest in the revenues generated from collection of the amounts advanced to attorneys. This decision to sell LitFunding USA was primarily a result of the Companys change in focus to the motion picture production industry, as well as our efforts to reorganize the Company and reduce liabilities. On March 31, 2008, the Company sold its interest in LitFunding USA to a private company, Iscom, Inc., in a transaction that will divest the Company of its former core operating business assets and associated liabilities. Further information on this transaction is available in our report on Form 8-K, filed with the SEC on April 8, 2008.



Easy Money Express, Inc.  In March, 2006, we acquired 100% of the issued and outstanding shares of the common stock of Easy Money Express, Inc., a Nevada Corporation from its two stockholders. Easy Money continues as a wholly-owned subsidiary of the Company.  There has been no activity nor have 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 3 full time employees.  Because of the legal proceedings previously discussed in prior filings, we experienced a deleterious and damaging loss of key personnel that will have to be replaced.  In the event that we generate significant revenues and expand our operations, then we may need to hire additional employees or independent contractors.



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



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form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources, primarily allowance for doubtful accounts receivables, accruals for other costs, and the classification of net operating loss and tax credit carry forwards between current and long-term assets. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this report.



FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION



We have a limited operating history and lack of profitability.



We anticipate incurring operating losses over the next twelve months. 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.



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



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



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



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



Since our inception we have not been profitable and have lost money on both a cash and non-cash basis.  For the three months ended March 31, 2008, we incurred net losses of $172,887. Our accumulated deficit at the end of March 31, 2008 was $11,699,000. 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 March 31, 2008 were not sufficient to satisfy our current liabilities and, therefore, our ability to continue operations is at risk.



We had a working capital deficit for the three months ended March 31, 2008 which means that our current liabilities exceeded our current assets on March 31, 2008 by $429,657.  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 March 31, 2008 were not sufficient to satisfy all of our current liabilities on March 31, 2008.  If our ongoing operations do not begin to provide sufficient profitability to offset the working capital deficit, we may have to raise capital or debt to fund the deficit or curtail future operations.





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Our common stock is listed on the Over-the-Counter (OTC) Bulletin Board 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 Bulletin Board.  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.





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PART II  OTHER INFORMATION



Item 1.

Legal Proceedings.



We are a defendant in several matters in litigation, many of which are in the normal course of business, including litigation for refunds of funds invested. We believe these suits are without merit and intend to defend these litigations in courts of law.

[The majority of the litigation has involved the former operating subsidiary LitFunding USA. These issues follow LitFunding USA to the new owners of the corporation or the LFCs managed by LitFunding USA.



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



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 by virtue of Section 4(2).



Item 3.

Defaults Upon Senior Securities.



None.



Item 4.

Submission of Matters to a Vote of Security Holders.



None.



Item 5.

Other Information.



Divestiture of LitFunding USA

On March 28, 2008, Global Entertainment Holdings (the "Registrant") entered into Stock Purchase Agreement with Iscom, Inc., whereby, effective March 31, 2008, we divested ourselves of LitFunding USA, Inc., a Nevada corporation, and all of its assets and liabilities. LitFunding USA was a wholly-owned subsidiary of the Registrant and, through its six, wholly-owned subsidiary LLC companies, was engaged in the business of advancing funds to Plaintiffs attorneys on various legal actions, for which it anticipated earning a fee along with the return of such advances upon a favorable outcome of the litigation. The business operations of LitFunding USA, and corresponding liabilities, represented the bulk of the Registrant's former core business operations. As a wholly-owned subsidiary of the Registrant, LitFunding USA's substantial liabilities were required to be reported on the Registrant's balance sheet, while the assets, consisting primarily of advances and fees due, contingent upon the successful outcome of litigation, could not be booked due to their uncertainty of collection. Therefore, the Board of Directors elected to divest this subsidiary and its substantial liabilities in a manner that will preserve an upside potential in the event that any such advances and related fees are eventually collected.

Under the terms of the Stock Purchase Agreement, we received consideration of $500 plus a fifty percent (50%) interest in the net revenues collected from advances and fees conditionally due from various Plaintiffs attorneys, less any and all expenses associated with the collection of such advances, less the amount of the liabilities of LitFunding USA, and less a deduction of fifteen percent (15%) of the gross revenues collected as a reasonable fee for the services of the purchaser, or its agents, for managing the business of LitFunding USA.

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



Recession 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 for our auditors, as well as copies of material agreements. Also, we agreed to maintain the value of the shares we agreed to issue at a price of $.75 per share. Although requested, no information other than a preliminary financial statement was received from Hands Free. Additionally, the price of our stock declined to $.08 per share. As of the date hereof, no shares were issued or exchanged.





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The foregoing matters became problematic for the parties. Therefore, 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, dated January 4, 2008, and April 10, 2008.

Item 6.

Exhibits and Reports on Form 8-K.



Exhibits



|               |                                                                                                                                                                                                                      
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                                                                                                                                          
|2.1            | 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)                                                                                             
|4.1            | Common Stock Certificate Form (Incorporated by reference to the exhibits to Form SB-2 filed on June 19, 2001)                                                                                                        
|10.1           | Agreement between RP Entertainment Inc. and Brutus Productions dated May 1, 1999 (Incorporated by reference to the exhibits to Form SB-2A filed on August 3, 2001)                                                   
|10.2           | Amended 2002 Employee Stock Compensation Plan Prospectus dated September 2, 2003 (Incorporated by reference to the exhibits to Form S-8 filed on September 10, 2003)                                                 
|10.3           | Amended 2002 Employee Stock Compensation Plan Certification of Plan Adoption dated September 2, 2003 (Incorporated by reference to the exhibits to Form S-8 filed on September 10, 2003)                             
|10.4           | 2004 Stock Option Plan dated March 9, 2004 (Incorporated by reference to the exhibits to Form DEF 14A filed on July 13, 2004)                                                                                        
|10.5           | Employment Agreement between LitFunding USA and Stephen D. King dated October 2004 (Incorporated by reference to the exhibits to Form S-8 filed on October 28, 2004)                                                 
|10.6           | Investment Agreement between LitFunding Corp. and Dutchess Private Equities Fund, L.P. dated January 14, 2005 (Incorporated by reference to the exhibits to Form 8-K filed on January 21, 2005)                      
|10.7           | Registration Rights Agreement between LitFunding Corp. and Dutchess Private Equities Fund, L.P. dated January 14, 2005 (Incorporated by reference to the exhibits to Form 8-K filed on January 21, 2005)             
|10.8           | Option Agreement between Silver Dollar Productions Inc. and Morton Reed dated January 31, 2005 (Incorporated by reference to the exhibits to Form PRE 14C filed on March 21, 2005)                                   
|10.9           | Certificate of Designation dated July 25, 2005 (Incorporated by reference to the exhibits to Form S-8 filed on July 28, 2005)                                                                                        
|10.10          | Binding letter of intent of merger between LitFunding Corp. and Cashwize Inc. dated September 15, 2005 (Incorporated by reference to the exhibits to Form 8-K filed on September 19, 2005)                           
|10.11          | Letter of intent of merger between LitFunding Corp. and Easy Money Express Inc. dated December 14, 2005 (Incorporated by reference to the exhibits to Form 8-K filed on January 3, 2006)                             
|10.12          | Binding Letter of Intent between Silver Dollar Productions, Inc. and Global Universal Film, Group Ent. Inc. dated December 21, 2005 (Incorporated by reference to the exhibits to Form 8-K filed on January 12, 2006)
|10.13          | Investment Agreement with Imperial Capital Holdings, dated January 16, 2006 (Incorporated by reference to the exhibits to Form 8-K filed on February 1, 2006)                                                        
|10.14          | Registration Rights Agreement with Imperial Capital Holdings, dated January 19, 2006 (Incorporated by reference to the exhibits to Form 8-K filed on February 1, 2006)                                               
|10.15          | Placement Agent Agreement with Brewer Financial Services, LLC., dated January 16, 2006 (Incorporated by reference to the exhibits to Form 8-K filed on February 1, 2006)                                             
|10.16          | 2006 Non-QualifiedStock Compensation Plan (Incorporated by reference to the exhibits to Form S-8 filed on February 28, 2006)                                                                                         



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|      |                                                                                                                                                                                  
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                  
|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)
|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 Morton Reed pursuant to Section 302 of the Sarbanes-Oxley Act                                                                                                   
|31.2* | Certification of Terry Gabby pursuant to Section 302 of the Sarbanes-Oxley Act                                                                                                   
|32.1* | Certification of Morton Reed pursuant to Section 906 of the Sarbanes-Oxley Act                                                                                                   
|32.2* | Certification of Terry Gabby pursuant to Section 906 of the Sarbanes-Oxley Act                                                                                                   

* Filed herewith.



Reports on Form 8-K

Form 8-K filed on January 4, 2008;

Share Exchange Agreement of December 31, 2007 with HandsFree Entertainment.









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SIGNATURES





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



|                   |  |     |                                                                   | 
|------------------ |  | --- | ----------------------------------------------------------------- | 
|                   |  |     | GLOBAL ENTERTAINMENT HOLDINGS, INC.                               | 
|                   |  |     | (Registrant)                                                      | 
|                   |  |     |                                                                   | 
|Date: May 20, 2007 |  | By: | /s/ Terry Gabby                                                   | 
|                   |  |     | Terry Gabby                                                       | 
|                   |  |     | Chief Financial Officer                                           | 
|                   |  |     | (On behalf of the registrant and as principal accounting officer) |