UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549








Form
10-Q








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


SECURITIES
EXCHANGE ACT OF 1934


For
the quarterly period ended March 31, 2009





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


SECURITIES
EXCHANGE ACT OF 1934





Commission
File number 000-49679





GLOBAL
ENTERTAINMENT HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)





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




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




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




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





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




Large
      accelerated
      filer           ☐
            Accelerated
      filer            
              ☐Non-accelerated
      filer
                  ☐
            Smaller
      reporting company  ☑





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





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





The
number of shares of Common Stock, $0.001 par value, outstanding on April 30,
2009, was 21,812,844 shares.







Table of Contents





Global Entertainment
Holdings Inc.




Tableof Contents





PagePART
      I   Financial InformationItem
      1.
            Financial Statements
            3Item
      2.
            Management's Discussion and Analysis of Financial Condition and
      Results of Operations
            14Item
      3.
            Quantitative and Qualitative Disclosures about Market
      Risk
            18Item
      4.
            Controls and Procedures
            18PART
      II  Other InformationItem
      1.
            Legal Proceedings
            19Item
      2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            19Item
      3.
            Defaults Upon Senior Securities
            19Item
      4.
            Submission of Matters to Vote of Security
      Holders
            19Item
      5.
            Other Information
            19Item
      6.
            Exhibits
            20Signatures
            22











Table of Contents




PARTI – FINANCIAL INFORMATION




ITEM
1A.   FINANCIAL STATEMENTS




Global
Entertainment Holdings Inc.


Consolidated
Balance Sheet





March 31,
                  
                  
                  December
      31,2009
                  
                  
                  2008(unaudited)
                  
                  
                  (audited)AssetsCurrent
      assets:Cash
      and cash equivalents
                  
                  $
                  2,043
                  
                  
                  $
                  2,553Note
      Receivable
                  
                  
                  148,000
                  
                  
                  
                  160,000Accrued
      Interest Income
                  
                  
                  7,397
                  
                  
                  
                  3,699Total
      current assets
                  
                  
                  157,440
                  
                  
                  
                  165,952Fixed
      assets, net
                  
                  
                  17,134
                  
                  
                  
                  16,714Total
      fixed assets
                  
                  
                  17,134
                  
                  
                  
                  16,714Other
      assetsBook
      Rights
                  
                  
                  1,864
                  
                  
                  
                  1,864TV
      Game / Reality Show
                  
                  
                  8,966
                  
                  
                  
                  5,966Film
      Rights
                  
                  
                  189,175
                  
                  
                  
                  189,175Movies
                  
                  
                  26,850
                  
                  
                  
                  26,850Website
      Software: Less Amortization
                  
                  
                  3,500
                  
                  
                  
                  4,000Other
      Assets
                  
                  
                  17,695
                  
                  
                  
                  17,195Producer
      Investments
                  
                  
                  150,000
                  
                  
                  
                  150,000Total
      other assets
                  
                  
                  398,050
                  
                  
                  
                  395,050Total
      assets
                  
                  $
                  572,624
                  
                  
                  $
                  577,716






3
 Table of Contents




Global
Entertainment Holdings Inc.
 Consolidated
Balance Sheet
 (Continued)


March 31,
                                                                              
                                                                              
                                                                              December
      31,2009
                                                                              
                                                                              
                                                                              2008(unaudited)
                                                                              
                                                                              
                                                                              (audited)


Liabilities
      and Stockholders' EquityLiabilities
      not subject to compromiseAccounts
      payable
                  
                  $
                  72,099
                  
                  
                  $
                  69,824Accrued
      expenses
                  
                  
                  227,406
                  
                  
                  
                  183,906Deferred
      revenue
                  
                  
                  150,000
                  
                  
                  
                  150,000Notes
      payable
                  
                  
                  267,754
                  
                  
                  
                  243,604Total
      current liabilities not subject to compromise
                  
                  
                  717,259
                  
                  
                  
                  647,334Liabilities
      subject to compromiseDebentures
                  
                  
                  40,000
                  
                  
                  
                  40,000Total  liabilities
      subject to compromise
                  
                  
                  40,000
                  
                  
                  
                  40,000Total
      liabilities
                  
                  
                  757,259
                  
                  
                  
                  687,334Stockholders'
      equity:Series
      B Convertible preferred stock, par value $0.001,4,000,000
      shares authorized, 3,990,314 shares issued and
      outstanding
                  
                  
                  3,990
                  
                  
                  
                  3,990Series
      C Convertible preferred stock par value $0.0016,500,000
      shares authorized,  6,000,000 outstanding
                  
                  
                  6,000Common
      stock, $0.001 par value, 230,000,000 sharesauthorized,
      21,812,844 and 11,812,844 shares issued andoutstanding
      at  March 31, 2009 and December 31, 2008,
      respectively
                  
                  
                  104,832
                  
                  
                  
                  94,282Shares
      authorized & unissued
                  
                  
                  
                  
                  
                  
                  200,000Additional
      paid-in capital
                  
                  
                  11,653,330
                  
                  
                  
                  11,339,565Additional
      paid-in capital Preferred B
                  
                  
                  271,425
                  
                  
                  
                  271,425Additional
      paid-in capital Preferred C
                  
                  
                  500
                  
                  
                  
                  500Accumulated
      (deficit)
                  
                  
                  (12,224,712
                  )
                  
                  
                  (12,040,077
                  )(184,635
                  )
                  
                  
                  (109,618
                  )$
                  572,624
                  
                  
                  $
                  577,716





See
notes to consolidated financial statements.





4
 Table of Contents






Global
Entertainment Holdings, Inc.


Consolidated
Statement of Operations


Unaudited




Three
      months endedMarch
      312009
                                                                      
                                                                      
                                                                      2008Net
      Revenue
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      -Expenses:General
      and Administrative expenses
                                                                      
                                                                      
                                                                      180,052
                                                                      
                                                                      
                                                                      
                                                                      178,509Financing
      expense
                                                                      
                                                                      
                                                                      1,000
                                                                      
                                                                      
                                                                      
                                                                      15,600Depreciation
      & Amortization
                                                                      
                                                                      
                                                                      2,070
                                                                      
                                                                      
                                                                      
                                                                      2,013Total
      operating expenses
                                                                      
                                                                      
                                                                      183,122
                                                                      
                                                                      
                                                                      
                                                                      196,122Net
      operating (loss)
                                                                      
                                                                      
                                                                      (183,122
                                                                      )
                                                                      
                                                                      
                                                                      (196,122
                                                                      )Other
      income (expenses):Other
      income (expense)Interest
      (expense) net of interest income
                                                                      
                                                                      
                                                                      (1,513
                                                                      )
                                                                      
                                                                      
                                                                      (3,015
                                                                      )Total
      other income (expenses)
                                                                      
                                                                      
                                                                      (1,513
                                                                      )
                                                                      
                                                                      
                                                                      (3,015
                                                                      )Income
      (Loss) before Gain on Debt Restructuring
                                                                      
                                                                      
                                                                      (184,635
                                                                      )
                                                                      
                                                                      
                                                                      (199,137
                                                                      )Gain
      on debt restructuring
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      26,250Income
      tax (benefit) provision
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      -Net
      Income (loss)
                                                                      
                                                                      $
                                                                      (184,635
                                                                      )
                                                                      
                                                                      $
                                                                      (172,887
                                                                      )Net
      (loss) per share – basic
                                                                      
                                                                      $
                                                                      (0.015
                                                                      )
                                                                      
                                                                      $
                                                                      (0.039
                                                                      )Before
      Extraordinary item
                                                                      
                                                                      
                                                                      (0.015
                                                                      )
                                                                      
                                                                      
                                                                      (0.045
                                                                      )Extraordinary
      item
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      0.005Total
                                                                      
                                                                      
                                                                      (0.015
                                                                      )
                                                                      
                                                                      
                                                                      (0.039
                                                                      )Weighted
      average number ofcommon
      shares outstanding - basic
                                                                      
                                                                      
                                                                      11,812,844
                                                                      
                                                                      
                                                                      
                                                                      4,397,482




See
notes to consolidated financial statements.







5
 Table of Contents





Global
Entertainment Holdings Inc.


Consolidated
Statement of Cash Flows


Unaudited





For
      the Three months endedMarch
      31,2009
                      
                      
                      2008Cash
      flows from operating activitiesNet
      income (loss)
                      
                      $
                      (184,635
                      )
                      
                      $
                      (172,887
                      )Adjustments
      to reconcile net income to net cashprovided
      by (used in operating activities)Depreciation
      and amortization
                      
                      
                      2,070
                      
                      
                      
                      2,013Reserve
      for unsuccessful resolution of lawsuitsShare-based
      compensation
                      
                      
                      86,427
                      
                      
                      
                      220,664Changes
      in assets and liabilities:Increase
      (decrease) in account receivables
                      
                      
                      
                      
                      
                      
                      (900
                      )Increase
      (decrease) in other assets
                      
                      
                      6,698
                      
                      
                      
                      (2,324
                      )Increase
      (decrease) in contingent advancesNotes
      receivable
                      
                      
                      (12,000
                      )Debt
      discountDeferred
      stock compensationIncrease
      (decrease) in accounts payable and accrued expenses
                      
                      
                      69,925
                      
                      
                      
                      (87,624
                      )Trade
      and other claims subject to compromiseIncrease
      (decrease) in deferred revenueNet
      cash (used in) operating activities
                      
                      $
                      (31,515
                      )
                      
                      
                      (41,058
                      )Cash
      flows from investing activities:Purchase
      of property and equipmentNet
      cash (used in) investing activitiesCash
      flows from financing activities:Cash
      from issuance of common stockCash
      from exercise of options & warrants
                      
                      
                      
                      
                      
                      
                      100Common
      stock cancellationProceeds
      from notes payable
                      
                      
                      28,500
                      
                      
                      
                      39,750Repayments
      of notes payableProceeds
      from investor participation borrowingsPrincipal
      repayments on capital lease obligationsValue
      of Warrants issued
                      
                      
                      2,500Net
      cash provided by financing activities
                      
                      $
                      31,000
                      
                      
                      
                      1,229,423Increase  (decrease)
      in cash
                      
                      
                      (515
                      )
                      
                      
                      (1,208
                      )Cash
      - beginning of period
                      
                      
                      2,553
                      
                      
                      
                      2,558Cash
      - ending of period
                      
                      $
                      2,043
                      
                      
                      $
                      1,350




See
notes to consolidated financial statements.











6
 Table of Contents







Global
Entertainment Holdings Inc.


Notes
To Consolidated Financial Statements





Note
1 - Basis of Presentation





The
condensed interim financial statements included herein, presented in accordance
with United States generally accepted accounting principles 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, 2008 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.







Fixed
Assets


Fixed
assets are stated at cost less accumulated depreciation. Depreciation is
recorded on a straight-line basis over a period of the shorter of the related
applicable lease term or the estimated useful lives of the assets ranging from 3
to 5 years. Depreciation expense for the three months ending March 31, 2009 and
2008, was $2,070 and $2,013 respectively.




Long Term
Assets


The Book,
TV and Film Rights costs are recorded as assets as required by the AICPA
Statement Of Position 00-2. The costs will be amortized using the individual
film forecast computation method.





Global
Universal Film Group, Inc., purchased the majority of the Books, TV and Movie
Rights.  In January, 2006, for approximately $160,000. The total
capitalized assets as of March 31, 2009 are $226,855.  The
expenditures that are related to specific Film, TV or Book projects are
capitalized as a long-term asset.  The capitalized costs will be
amortized using the individual film forecast computation method as film revenues
are obtained.





Website
Software


The
Company adheres to the AICPA Statement of Position 98-1 Accounting For The Cost
Of computer software Developed or Obtained For Internal Use. During the year
2007 the Company had expenditures of $6,000 for Global Universal film Group Inc.
our subsidiary for the development of its website. Software purchased will be
amortized over a period of three years straight-line basis. The amortization
will begin in the year 2008. As of March 31, 2009,  $500 has been
amortized for the three months.





Revenue
Recognition


Film
revenue from licensing agreements is recognized when the license period Begins
and the licensee and the Company become contractually obligated under a
non-cancellable agreement. All revenue recognition for license agreements is in
compliance with the AICPA's Statement of Position 00-2, Accounting by Producers
or Distributors of Films. To date, Global Universal has not produced any film
revenue.





Note
2 - Bankruptcy Petition and Reorganization





On April
2, 2003, certain creditors filed an involuntary bankruptcy petition under
Chapter 7 of the United States Bankruptcy Code against LitFunding Corp., a
Nevada corporation.





On June
17, 2004, a Plan of Reorganization was approved by the Bankruptcy Court. The
only remaining bankruptcy liability at March 31, 2009, are $40,000 in principal
amount of the Company’s 9% Debentures, which matured on June 30,
2008.







7
 Table of Contents




Note
3 – Notes Receivable




On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“GUP”), whereby the
Company granted a worldwide, exclusive license to GUP to use the work entitled
"Blue Seduction" (the "Film"). The license includes: (1) the right to promote
the Film throughout the world in all languages and in all distribution markets,
including TV, home video, DVD and non-theatrical and theatrical markets, and (2)
merchandise rights relating to all goods and services appearing in the Film. The
Company owns a thirty percent (30%) equity interest in GUP.





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





Subject
to financing of the Film, GUP agreed to pay the Company an all inclusive
one-time fee of (i) U.S. $150,000, evidenced by a Promissory Note due March 31,
2009 (the "Fee"), and (ii) revenue representing 50% of GUP's "Net Receipts" from
the sale of the Film rights in the worldwide marketplace.





Terms of
the October 2, 2008 secured promissory note of $150,000 are, issued October 2,
2008, due date March 31, 2009 with interest to accrue at 10% per annum The maker
of the note is Global Universal Pictures, Inc., the co-debtor of the note is B
& J Pictures, Inc.. The outstanding balance as of April 30, 2009 is $134,000
plus accrued interest of $3,698. Currently the note is past due and in default
with interest to be applied on the unpaid balance at the maximum interest rate
permitted under applicable law (the default rate).  Payment is
expected upon the sale of the Film rights in the worldwide
marketplace.





Note
4 - Deferred Revenue





On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“GUP”), whereby the
Company granted a worldwide, exclusive license to GUP to use the work entitled
"Blue Seduction" (the "Film"). The license includes: (1) the right to promote
the Film throughout the world in all languages and in all distribution markets,
including TV, home video, DVD and non-theatrical and theatrical markets, and (2)
merchandise rights relating to all goods and services appearing in the Film. The
Company owns a thirty percent (30%) equity interest in GUP.





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





Subject
to financing of the Film, GUP agreed to pay the Company an all inclusive
one-time fee of (i) U.S. $150,000, evidenced by a Promissory Note due March 31,
2009 (the "Fee"), and (ii) revenue representing 50% of GUP's "Net Receipts" from
the sale of the Film rights in the worldwide marketplace.





The
$150,000 fee has been recorded as deferred revenue and will be amortized as a
percentage of the net receipts from the sale of the film rights.




Note
5 - Participation Agreements




On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“GUP”), whereby the
Company granted a worldwide, exclusive license to GUP to use the work entitled
"Blue Seduction" (the "Film"). The license includes: (1) the right to promote
the Film throughout the world in all languages and in all distribution markets,
including TV, home video, DVD and non-theatrical and theatrical markets, and (2)
merchandise rights relating to all goods and services appearing in the Film. The
Company owns a thirty percent (30%) equity interest in GUP.





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





Subject
to financing of the Film, GUP agreed to pay the Company an all inclusive
one-time fee of (i) U.S. $150,000, evidenced by a Promissory Note due March 31,
2009 (the "Fee"), and (ii) revenue representing 50% of GUP's "Net Receipts" from
the sale of the Film rights in the worldwide marketplace.







8
 Table of Contents




Note 6 -
Debentures





During
the year ended December 31, 2002, the Company issued $200,000 in principal
amount, 5-year, 9% convertible debenture, due January 1, 2007. Included was one
debenture due to a related party for $10,000. Interest is due semi-annually on
the first day of June and December of each year, commencing June 1, 2003 until
fully paid. As part of the plan of reorganization, these debentures were amended
with a new maturity of June 30, 2008. In December 2007, the Company converted
$150,000 principal amount of the debentures, plus approximately $21,000 in
accrued interest, into 171,000 shares of Common Stock.  At March 31,
2009 the Company had debentures outstanding of $40,000, with accrued interest
totaling $10,800.





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





Note
7- Debt





Notes
payable at March 31, 2009 is comprised of the following:





Note
      payable to entity, original balance of $19,181.   Principal and
      interest due June 15, 2006. The Note is unsecured.
                  
                  $
                  9,591Note
      payable to entity, original balance $32,187. This note is
      unsecured.
                  
                  $
                  6,094Note
      payable to entity, original balance of $15,000 due in three monthly
      installments of $5,000 beginning April 15, 2006. The Note is
      unsecured.
                  
                  $
                  10,000Note
      payable to entity, original balance of $30,502 due in two monthly
      installments of $15,251 beginning April 15, 2006. The Note is
      unsecured.
                  
                  $
                  10,081Advances
      to be converted into notes.
                  
                  $
                  24,605Notes
      payable face amounts totaling $42,500, with various interest rates and due
      dates. The notes have been verbally extended.
                  
                  $
                  42,500Note
      payable face amount $40,000, dated May 1, 2008, interest rate 12% due date
      April 30, 2009. Currently in default. An extension is being
      pursued.
                  
                  $
                  40,000Note
      payable face amount $20,000, dated May 1,2008, interest rate 12% due date
      April 30, 2009. Currently in default.  An extension is being
      pursued.
                  
                  $
                  20,000Note
      payable face amount $8,000, dated July 7, 2008, interest rate 12% due date
      March 31,2009. Currently in default. An extension is being
      pursued.
                  
                  $
                  8,000Note
      payable face amount $4,500, dated July 8, 2008, interest rate 12% due date
      March 31, 2009. Currently in default. An extension is being
      pursued.
                  
                  $
                  4,500Note
      payable face amount $4,500 date August 19, 2008, interest rate 12% due
      date March 31, 2009. Currently in default. An extension is being
      pursued.
                  
                  $
                  4,500Global
      Notes with no specified due dates and varying interest
      rates.
                  
                  $
                  59,383Note
      payable face amount $25,000 date January 13, 2009, interest rate 10% due
      date March 31, 2009 with a 30-day grace period. Currently in default. An
      extension is being pursued.
                  
                  $
                  25,000Note
      payable face amount $2,000 date February 17, 2009, interest rate 6% due
      date April 15, 2010.
                  
                  $
                  2,000Note
      payable face amount $1,500 date March  6, 2009, interest rate 6%
      due date April 15, 2010.
                  
                  $
                  1,500Total
                  
                  $
                  267,754






9
 Table of Contents


Note
8 – Stockholders’ Equity





Common Stock –
Issued





The
following common stock was issued during the quarter ending March 31,
2009.





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





Series “B” Convertible
Preferred Stock


On
December 6, 2006, pursuant to the terms of a certain reverse tri-party merger
with Global Universal Film Group, Inc., dated March 7, 2006 (Merger Agreement),
we issued a total of 1,500,000 shares of our Series B, Convertible Preferred
Stock (“Series B Stock”) to the stockholders of Global Universal. Global
Universal became a wholly-owned subsidiary of the Company.  Gary
Rasmussen, our CEO, owned 50% of the shares of Global Universal and received
750,000 shares pursuant to the merger. Jackelyn Giroux, President of Global
Universal, received 750,000 shares.





Pursuant
to the Merger Agreement, Global Universal had the unilateral right to “spin-off”
from the Company to become a separate, reporting, publicly held company, in
exchange for a $200,000 management fee. Global Universal paid the Company
$26,000 in cash and executed a promissory note for the balance of $174,000.
Pursuant to the Merger Agreement, the Company would retain 10% of Global
Universal shares and was required to timely file a registration statement
covering said shares of Global Universal thereby effecting the spin-off. The
Company failed to file the registration statement.





On
October 16, 2006, the Global Universal shareholders elected to spin-off from the
Company and the Merger Agreement was amended to provide that if the registration
statement was not filed on or before June 30, 2007, then Global Universal would
be entitled to a complete refund of the management fee and to effect a private
spin-off.  The Company’s former management failed to file the
registration statement by June 30, 2007.





In
September of 2007, Mr. Rasmussen (a former 50% shareholder of Global Universal
prior to the Merger Agreement) was appointed to the Board of Directors and
elected CEO of the Company.  At that time, the Company’s debt was in
excess of $3 Million and its core business and primary assets were essentially
worthless. The former shareholders of Global Universal (now holders of Series B
Stock) decided to restructure the Company and remain a part of it rather than
effect a spin-off.  Accordingly, the Series B Stock was amended to
remove the right to effect a spin-off of Global Universal and a new Series C
Convertible Preferred stock was authorized by the Board of Directors and issued
to the holders of the Series B Stock to reflect changes agreed to between the
Board of Directors and the former shareholders of Global Universal.





In
December 2007, we agreed to issue an additional 2,490,134 shares of Series B
Stock in exchange for the cancellation of $273,915 in debt of Global Universal.
Mr. Rasmussen received 343,227 shares directly in his name, and Rochester
Capital Partners received 641,225 shares. Ms. Giroux received 1,505,682 shares
directly in her name. However, said shares were not issued by our transfer agent
until April 22, 2008.  The total 3,990,314 shares of our Series B
Stock outstanding are convertible into 3,990,134 shares of common stock at
anytime. The Series B Stock is not affected by any stock splits. A full
description of the terms and conditions of the series B Convertible Preferred
stock is contained in the Company’s filing on Form 8-K, as filed on December 12,
2007.





Series C Convertible
Preferred Stock


In
January, 2008, in keeping with the restructuring efforts of the new management
team, the Board authorized the issuance of 6,000,000 shares of a non-dilutive,
convertible preferred stock entitled, Series C Convertible Preferred Stock
(“Series C Stock”). The Series C Stock is non-dilutive and, the initial
6,000,000 shares authorized, will convert into 60% of the Company’s outstanding
common stock as calculated immediately after such conversion. On April 4, 2008,
the Company filed a Certificate of Designation relating to its Series C
Convertible Preferred Stock with the Nevada Secretary of State.  A
full description of the terms and conditions of the Series C Preferred Stock is
listed as exhibit 3.3, incorporated as a part of this document on Form
10-QSB.





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





10
 Table of Contents




Note
9 – Contingencies





The
Company is not a party to any litigation as of the date of this quarterly
report.




Note
10 – Warrants and Options





During
the three months ended March 31, 2009, there were no options
issued.  Fifty thousand warrants were issued.




Options and Warrants
Exercised


During
the three months ended March 31, 2009, there were no options exercised. There
were no warrants exercised.





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




Three
       monthsMarch
      31, 2009
                              
                              
                              Weighted
      Average
                                Exercise
      PriceOptions/warrants
      outstanding at beginning of period
                              
                              
                              481,675
                              
                              
                              $
                              1.65Granted
                              
                              
                              50,000
                              
                              
                              $
                              0.05Exercised
                              
                              
                              -
                              
                              
                              $Terminated/Expired
                              
                              
                              -
                              
                              
                              $Options/warrants
      outstanding at end of period
                              
                              
                              531,675
                              
                              
                              $
                              2.01Options/warrants
      exercisable at end of period
                              
                              
                              531,675
                              
                              
                              $
                              2.01Price
      per share of options outstanding
                              
                              $
                              0.05
      -70.00Weighted
      average remaining contractual lives
                              
                              1.56
      yearsWeighted
      average fair value of options or warrants granted during the
      period
                              
                              $
                              0.02





Note
11 – Related Party Transactions





On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“Pictures”), whereby
the Company granted a world-wide exclusive license to Pictures to use the work
entitled “Blue Seduction” (the “Film”).  The license includes (1) the
right to promote the Film throughout the world in all languages and in all
distribution markets, including TV, home video, DVD and non-theatrical and
theatrical markets, and (2) merchandise rights relating to all goods and
services appearing in the Film. The Company owns a thirty percent (30%) equity
interest in Pictures.





As a
condition to the license, Pictures agreed to credit the Company as the source of
the original concept for the Film and Mr. Gary Rasmussen, the Company’s
President, as Associate Producer.





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





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





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





11
 Table of Contents




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




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





On May
14, 2008, the Company issued 3,000,000 shares of Series C Preferred Stock to
Gary Rasmussen, the CEO of Global Entertainment Holdings Inc., and former 50%
shareholder of Global Universal Film Group Inc. The shares were issued in
consideration for waiving the contractual right of Global Universal Film Group
to spin-off from Global Entertainment Holdings at June 30, 2008. The share price
issue was at $0.001 par value.





On May
14, 2008, 3,000,000 shares of Series C Preferred Stock was issued to Jackelyn
Giroux, the President Global Universal Film Group and former 50% shareholder of
Global Universal Film Group. The shares were issued in consideration for waiving
the contractual right of Global Universal Film Group to spin-off from Global
Entertainment Holdings at June 30, 2008. The share price issue was at $0.001
par.





Stanley
Weiner, Vice President of Finance and a director of Global Entertainment
Holdings, received 400,000 shares of restricted common stock as payment for the
cancellation of a $40,000 promissory note. These shares were assigned by Mr.
Weiner as indicated below.





On May
30, 2008, 200,000 shares of restricted common stock, par value $0.001, were
issued to the H. Robert Weiner Trust of 1983, in consideration for its pro-rata
share of a $40,000 outstanding loan held by Stanley Weiner, the share price was
$0.10 per share.





On May
30,2008, 104,760 shares of restricted common stock, par value $0.001, were
issued to the Marital Trust created under the will of Blanche Weiner, in
consideration for its pro-rata share of a $40,000 outstanding loan held by
Stanley Weiner, the share price was $0.10 per share.





On May
30,2008, 95,240 shares of restricted common stock, par value $0.001, were issued
to the Disclaimed Residential Trust, created under the Will of Blanche Weiner,
in consideration for its pro-rata share of a $40,000 outstanding loan held by
Stanley Weiner, the share price was $0.10 per share.





Note
12 - Subsequent Events





None




12
 Table of Contents





ITEM1B.    UNRESOLVED STAFF COMMENTS




On April
20, 2009, we received a comment letter from the staff of the SEC’s Division of
Corporation Finance. The comments from the staff were issued with respect to its
review of our Form 10-KSB for the fiscal year ended December 31, 2007 (file No.
000-49679), as filed with the SEC on April 17, 2008. The staff comments related
to the adequacy of the disclosures relating to: the Report of Independent
Registered Public Accounting Firm and the foot note relating to the restatement
of annual financial information. The Company is in the process of responding to
the staff comments and the filing of an amendment to its Annual Report on Form
10–KSB.




FORWARD-LOOKING
STATEMENTS





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





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





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






o        increased
competitive pressures from existing competitors and new entrants;





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




o        deterioration
in general or regional economic conditions;




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




o        loss
of customers or sales weakness;




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




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




o        operational
inefficiencies in distribution or other systems.




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







13
 Table of Contents




ITEM2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.





OVERVIEW
AND OUTLOOK





We have
recently restructured the Company and are now focusing our efforts on the
development, financing and production of feature-length films, which operation
will be conducted primarily through our wholly-owned subsidiary, Global
Universal Film Group, Inc. (“Global Universal”).





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





Current
Negotiations





Global
Universal is currently in negotiations with several international film
distribution companies to produce and distribute a proprietary slate of six or
more feature-length films. Under the proposed arrangements with the distribution
companies, the Company would be responsible for arranging financing from tax
credits, private investment and other sources to provide 100% of the budget
required to produce the slate of films. The distribution company will charge a
fee that is significantly lower than the industry standard of 25% to 35% for
distribution services.





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





Results
of Operations





The
following overview provides a summary of key information concerning our
financial results for the first quarter of 2009 and 2008.





Total
operating expenses were $183,122 and $196,122 for the three-month period ended
March 31, 2009 and March 31, 2008 respectively.  The decrease of
$13,000 was do to a reduction in General and Administrative expenses. Other
income (expenses) decreased by $1,502.





Our net
loss was $184,635 for the three months ended March 31, 2009 as compared to a net
loss of $172,887 for the three months ended March 31, 2008. The increase in the
net loss of $11,748 is as a result of the changes in costs described above and a
$26,250 gain on debt restructuring realized during the March 31, 2008
quarter..







14
 Table of Contents




Operation
Plan





During
the next twelve months we plan to focus our efforts on raising capital to cover
our basic operating needs, and to develop, finance and produce feature
films.





We had
minimal cash on hand as of March 31, 2009, and, additional funds will be
required to satisfy our working capital requirements for the next twelve months.
We will also need to raise funds to continue to implement our business plan of
developing, financing and production of films. We plan to raise these funds
through private and institution or other equity offerings including interest
bearing debentures. To this end, we have recently retained Vantage Investments
and Worldwide Financial Solutions as consultants to assist us in our efforts to
raise larger amounts of capital for investment in the films we
produce.  We may attempt to secure other loans from lending
institutions or other sources. We will also consider establishing relationships
with selected business partners whose contributions include necessary cash.
There is no guarantee that we will be able to raise additional funds through
offerings or other sources. If we are unable to raise funds, our ability to
continue with operations will be materially hindered.





Liquidity
and Capital Resources





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





Satisfaction
of our cash obligations for the next 12 months.





As of
March 31, 2009, our cash balance was $2,043. 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





In March,
2006, we acquired 100% of the issued and outstanding shares of the common stock
of Easy Money Express, Inc., a Nevada Corporation from its two stockholders.
Easy Money continued as a wholly-owned subsidiary of the Company until January
of 2009, when the name was changed to Global Universal Entertainment,
Inc.  To date, there had been no activity or operations since its
acquisition in 2006.  The Company plans to develop this subsidiary as
its U.S. presence in producing films and has hired Peter Liapis to manage the
business of this subsidiary as its President.





15
 Table of Contents




Summary
of product and research and development that we will perform for the term of our
plan.





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





Expected
Purchase or sale of plant and significant equipment.





We do not
anticipate the purchase or sale of any plant or significant equipment, as such
items are not required by us at this time or anticipated to be needed in the
next twelve months.





Significant
changes in the number of employees.





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





Off-Balance
Sheet Arrangements





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





Critical
Accounting Policies and Estimates





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




FACTORS
THAT MAY AFFECT OUR RESULTS OF OPERATION





We
have a limited operating history and lack of profitability.





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







16
 Table of Contents




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





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





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





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





Since our
inception we have not been profitable and have lost money on both a cash and
non-cash basis.  For the three months ended March 31, 2009, we
incurred a net loss of $184,635. Our accumulated deficit at the end of March 31,
2009, was $12,224,712. 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, 2009, were not sufficient to satisfy our current liabilities and,
therefore, our ability to continue operations is at risk.





We had a
working capital deficit for the three months ended March 31,2009, which means
that our current liabilities exceeded our current assets on March 31, 2009, by
$559,819.  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, 2009, were not sufficient to satisfy all of our
current liabilities on March 31, 2009.  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.





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





Our
common stock is listed on the OTC Pink Sheets under the trading symbol:
GBHL.PK.  Factors that may affect potential liquidity include limited
coverage by security analysts and the news media.  This may negatively
affect the prices for our shares of common stock.





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





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





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


·      Actual
or anticipated fluctuations in operating results;


·      The
loss of key management or other personnel;


·      The
loss of major customers;


·      The
outcome of any future litigation;


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




17
 Table of Contents




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





Our
success largely depends on the efforts and abilities of our Officers and
Directors.  The loss of their services could materially harm our
business because of the cost and time necessary to find
successors.  Such a loss would also divert management attention away
from operational issues. We do not have other key employees who manage our
operations.  To the extent that we are smaller than our competitors
and have fewer resources, we may not be able to attract a sufficient number and
quality of staff, when required.





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





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





· Deliver to the
customer, and obtain a written receipt for, a disclosure document;


· Disclose
certain price information about the stock;


·Disclose the amount
of compensation received by the broker-dealer or any associated person of the
broker-dealer;


·Send monthly
statements to customers with market and price information about the penny stock;
and


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




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





ITEM3.  QUATITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK





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





ITEM4.  CONTROLS AND PROCEDURES (SEE NOTES)





The
Company’s management under the supervision and with the participation of the
Company’s Chief Executive Officer( the “CEO”) and Chief Financial Officer (the
“CFO”), performed an evaluation of the effectiveness of the design, maintenance
and operation of the Company’s disclosure controls and procedures as of March
31, 2009. Based on the evaluation, the CEO and CFO concluded that the Company’s
disclosure controls and procedures were effective.  There has been a
significant change in the Company's internal controls with the addition of legal
counsel for an outside review of disclosures and disclosure controls. 
Their have been no other changes in the Company’s internal controls or in other
factors that materially affected, or would reasonably be likely to materially
affect the Company’s internal control over financial reporting.





We
conducted an evaluation, with the participation of Gary Rasmussen, our current
Chief Executive Officer, and Terry Gabby, our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, as of March 31, 2009, to ensure that
information required to be disclosed by us in the reports filed or submitted by
us under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities Exchange Commission’s rules
and forms, including to ensure that information required to be disclosed by us
in the reports filed or submitted by us under the Exchange Act is accumulated
and communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. Based on
that evaluation, Messrs. Rasmussen and Gabby have concluded that as of March 31,
2009, our disclosure controls and procedures were effective at the reasonable
assurance level.








18
 Table of Contents





PARTII – OTHER INFORMATION





Item
1.  Legal Proceedings





The
Company is not currently a party to any litigation.





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





There
were sales of unregistered equity securities during the quarter ending March 31,
2009.





On March
16, 2009 the Company issued 10,000,000 restricted shares of its $0.001 par value
common stock to Rochester Capital Partners, LP at $0.02 per share as a
continuation of the original for stock purchase agreement by which Rochester
Capital Partners, LP agreed to purchase stock in the company in March of
2007.








Item
3.  Defaults Upon Senior Securities





None.





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





None.




Item
5.  Other Information





On
September 22, 2008, the Company entered into an Exclusive License Agreement with
its Canadian affiliate, Global Universal Pictures, Inc. (“Pictures’) whereby the
Company granted a world-wide exclusive license to Pictures to use the work
entitled “Blue Seduction” (the “Film”).  The license includes (1) the
right to promote the Film throughout the world in all languages and in all
distribution markets, including TV, home video, DVD and non theatrical and
theatrical markets and (2) merchandise rights relating to all goods and services
appearing in the Film. The Company owns a thirty percent (30%) equity interest
in Pictures.





As a
condition to the license, Pictures agreed to credit the Company as the source of
the original concept for the Film and Mr. Gary Rasmussen, the Company’s
President, as Associate Producer.





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





Also on
September 22, 2008, Pictures transferred, through an intermediary Canadian
company formed for this purpose, its right to develop, produce and exploit the
Film to B & J Pictures, Inc. (“Transferee”), and, on October 2, 2008, the
Company agreed to subscribe to CA $150,000 of preferred shares in the share
capital of Transferee as its “Producer Investment” in the Film, subject to the
closing of a bank loan between National Bank of Canada and
Transferee.





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





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




The
Completion Bond Company, Film Finances of Canada, Ltd., requested that the
Company provide a guarantee for any amounts that they may lose in the
transaction. The contingent liability of the Company is difficult
to determine at this time because, in essence, the completion bond company
is backing up the bank loan, and the bank loan is structured as a credit
facility that provides B & J Pictures with periodic draws in both U.S and
Canadian currencies.  The bank agreed to advance up to $613,000 in Canadian
dollars (including an interest reserve and costs), and up to $25,000 in U.S.
currency.





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Divestiture of LitFunding
USA




On March
28, 2008, the Company entered into Stock Purchase Agreement (the “Divestiture
Agreement”) with Iscom, Inc., whereby, effective on March 31, 2008, we divested
ourselves of all of assets and liabilities of LitFunding USA,
Inc.  LitFunding USA was a wholly-owned subsidiary of the Company
engaged in the business of advancing funds to Plaintiffs attorneys on various
legal actions, for which it anticipated earning a fee along with the return of
such advances upon a favorable outcome of the litigation. The business
operations of LitFunding USA, and corresponding liabilities, represented
the majority of the Company’s former business operations.




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




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




Item6.  Exhibits and Reports on Form 8-K





Exhibits




Exhibit
      Number
              Description2.1
              Plan
      and agreement of merger between RP Entertainment Inc., RP Acquisition
      Corp. and LitFunding Corp. dated February 21, 2003 (Incorporated by reference to
      the exhibits to Form 8-K filed on March 11,
2003)2.2
              U.S.
      Bankruptcy Court Stipulation between LitFunding Corporation and
      Petitioning Creditors dated November 14, 2003 (Incorporated by reference to
      the exhibits to Form 8-K filed on December 4,
  2003)2.3
              U.
      S. Bankruptcy Court Notice of Entry of Judgment (Incorporated by reference to
      the exhibits to Form 8-K filed on December 4,
  2003)2.4
              U.S.
      Bankruptcy Court Chapter 11 Plan of Reorganization dated April 7, 2004
      (Incorporated by
      reference to the exhibits to Form 8-K filed on July 6,
      2004)2.5
              Agreement
      and Plan of Merger between LitFunding Inc., LFDG Subsidiary Corp. and Easy
      Money Express Inc. dated February 7th,
      2006 (Incorporated by
      reference to the exhibits to Form 8-K filed on February 13,
      2006)3(i).1
              Articles
      of Incorporation dated July 2, 1996 (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)3(i).2
              Certificate
      of Amendment to Articles of Incorporation dated September 4, 1996 (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)3(ii).1
              By-Laws
      dated September 2, 1996 (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)3(ii).2
              Amendment
      of By-laws dated March 5, 1997 (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)3.3
              Certificate
      of Amendment to Designation of Series B Convertible Preferred Stock, dated
      December 6, 2007 (10)3.4
              Certificate
      of Designation of Series C Convertible Preferred Stock, dated January 9,
      2008 (Incorporated by
      reference to exhibit 3.3 to Form10-QSB filed on August 14,
      2008)3.5*
              Amendment
      of Certificate of Designation of Series C Convertible Preferred Stock,
      dated November 8, 20084.1
              Common
      Stock Certificate Form (Incorporated by reference to
      the exhibits to Form SB-2 filed on June 19,
2001)10.1
              Agreement
      between RP Entertainment Inc. and Brutus Productions dated May 1, 1999
      (Incorporated by
      reference to the exhibits to Form SB-2A filed on August 3,
      2001)10.2
              Amended
      2002 Employee Stock Compensation Plan Prospectus dated September 2, 2003
      (Incorporated by
      reference to the exhibits to Form S-8 filed on September 10,
      2003)10.3
              Amended
      2002 Employee Stock Compensation Plan Certification of Plan Adoption dated
      September 2, 2003 (Incorporated by reference to
      the exhibits to Form S-8 filed on September 10,
    2003)10.4
              2004
      Stock Option Plan dated March 9, 2004 (Incorporated by reference to
      the exhibits to Form DEF 14A filed on July 13,
  2004)10.5
              Employment
      Agreement between LitFunding USA and Stephen D. King dated October 2004
      (Incorporated by
      reference to the exhibits to Form S-8 filed on October 28,
      2004)10.6
              Investment
      Agreement between LitFunding Corp. and Dutchess Private Equities Fund,
      L.P. dated January 14, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on January 21,
  2005)10.7
              Registration
      Rights Agreement between LitFunding Corp. and Dutchess Private Equities
      Fund, L.P. dated January 14, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on January 21,
  2005)10.8
              Option
      Agreement between Silver Dollar Productions Inc. and Morton Reed dated
      January 31, 2005 (Incorporated by reference to
      the exhibits to Form PRE 14C filed on March 21,
    2005)10.9
              Certificate
      of Designation dated July 25, 2005 (Incorporated by reference to
      the exhibits to Form S-8 filed on July 28, 2005)10.10
              Binding
      letter of intent of merger between LitFunding Corp. and Cashwize Inc.
      dated September 15, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on September 19,
    2005)10.11
              Letter
      of intent of merger between LitFunding Corp. and Easy Money Express Inc.
      dated December 14, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on January 3,
  2006)    20
  Exhibit
      Number
                                                                Description
 10.12
              Binding
      Letter of Intent between Silver Dollar Productions, Inc. and Global
      Universal Film, Group Ent. Inc. dated December 21, 2005 (Incorporated by reference to
      the exhibits to Form 8-K filed on January 12,
  2006)10.13
              Investment
      Agreement with Imperial Capital Holdings, dated January 16, 2006 (Incorporated by reference to
      the exhibits to Form 8-K filed on February 1,
  2006)10.14
              Registration
      Rights Agreement with Imperial Capital Holdings, dated January 19, 2006
      (Incorporated by
      reference to the exhibits to Form 8-K filed on February 1,
      2006)10.15
              Placement
      Agent Agreement with Brewer Financial Services, LLC., dated January 16,
      2006 (Incorporated by
      reference to the exhibits to Form 8-K filed on February 1,
      2006)10.16
              2006
      Non-QualifiedStock Compensation
      Plan (Incorporated by
      reference to the exhibits to Form S-8 filed on February 28,
      2006)10.19
              Share
      Exchange Agreement with Easy Money Express, Inc., dated March 31,
      200610.20
              Service
      Agreement between Easy Money Express and M2 Internet, dated June 16, 2006
      (1)10.21
              Restated
      Investment Agreement between the Registrant and Imperial Capital Holdings,
      dated July 28, 2006 (2)10.22
              Restated
      Registration Rights Agreement between the Registrant and Imperial Capital
      Holdings, dated July 28, 2006 (2)10.23
              Restated
      Placement Agent Agreement between the Registrant and Brewer Financial
      Services, dated July 28, 2006 (2)10.24
              Letter
      of Intent between the Registrant and CardMart Plus, dated November 17,
      2006 (3)10.25
              Termination
      of Letter of Intent with CardMart Plus, dated February 20, 2007
      (4)10.26
              Letter
      Agreement to Acquire Shares between the Registrant and Rochester Capital
      Partners, dated March 5, 2007 (6)10.27
              Acquisition
      of Hands Free Entertainment (Incorporated by reference to
      exhibits to Form 8-K, filed on January 4, 2008)10.28
              Disposition
      of LitFundingUSA (Incorporated by reference to
      exhibits to Form 8-K, filed onApril 8, 2008)10.29
              Recession
      Agreement With Hands Free Entertainment (Incorporated by reference to
      exhibits to Form 8-K, filed on April 10, 2008)10.30
              Exclusive
      License Agreement with Global Universal Pictures(Incorporated by reference to
      exhibits to Form 8-K, filed on December 11,
2008)10.31
              Music
      Rights Agreement with B & J Pictures (Incorporated by reference to
      exhibits to Form 8-K, filed on December 11,
2008)10.32
              Guarantee
      and Amended Exclusive License Agreement with Global Universal Pictures
      (Incorporated by
      reference to exhibits to Form 8-K, filed on December 11,
      2008)20
              Letter
      to Shareholders dated March 11, 2003 (Incorporated by reference to
      the exhibits to Form 8-K filed on March 11,
2003)21
              List
      of Subsidiaries : California LitFunding, E.Evolution Expeditions and
      LitFunding USA (Incorporated by reference to
      the exhibits to Form 10-KSB filed on March 21,
  2005)21.1
              List
      of Subsidiaries : Global Universal Film Group, Global Universal
      Entertainment (formerly Easy Money Express) and Global Universal Pictures,
      a Canadian Corporation (30% owned)31.1*
              Certification of Gary Rasmussen pursuant to Section 302
      of the Sarbanes-Oxley Act31.2*
              Certification of Terry Gabby pursuant to Section 302 of
      the Sarbanes-Oxley Act32.1*
              Certification of Gary Rasmussen pursuant to Section 906
      of the Sarbanes-Oxley Act32.2*
              Certification of Terry Gabby pursuant to Section 906 of
      the Sarbanes-Oxley Act


* Filed
herewith.





Reports on Form
8-K





None.








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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)May
      20, 2009
              By:
              /s/ Terry
      GabbyTerry
      GabbyChief
      Financial Officer







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