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, 2011





 ̈  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission File number 000-49679





GLOBAL ENTERTAINMENT HOLDINGS, INC.


(Exact name of registrant as specified in its charter)





Nevada

93-1221399(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





2375 E. Tropicana Ave., Suite 8-259Las Vegas, Nevada

89119(Address of principal executive offices)

(Zip Code)





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





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x   No o





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





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





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





The number of shares of Common Stock, $0.001 par value, outstanding on May 13, 2011 was 23,817,844 shares.





Table of Contents





GLOBAL ENTERTAINMENT HOLDINGS, INC.








TableofContents








PagePART I   Financial InformationItem 1.
Financial Statements and Notes
3Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
15Item 3.
Quantitative and Qualitative Disclosures about Market Risk
19Item 4.
Controls and Procedures
19PART II  Other InformationItem 1.
Legal Proceedings
20Item 1A.
Risk Factors
20Item 1B.
Unresolved Staff Comments
22Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
22Item 3.
Defaults Upon Senior Securities
22Item 4.
(Reserved)
22Item 5.
Other Information
23Item 6.
ExhibitsSignatures
25








Table of Contents





PART I – FINANCIAL INFORMATION


ITEM1.   FINANCIAL STATEMENTS


Global Entertainment Holdings, Inc.
 Consolidated Balance Sheet


March 31,


December 31,2011


2010(Unaudited)


(Audited)AssetsCurrent assets:Cash and cash equivalents

$
37,037


$
31,332Accounts Receivable


10,000Note Receivable


85,371



87,450Accrued Interest Income


14,918



14,918Total current assets


137,326



143,700Fixed assets, net


4,849



6,364Total fixed assets


4,849



6,364Other assets:Book Rights


1,864



1,864TV Game / Reality Show


5,966



5,966Film Rights


189,175



189,175Movies


515,325



515,225Other Assets


2,010



10,038Producer Investments


150,000



150,000Total other assets


864,340



872,268Total assets

$
1,006,515


$
1,022,332Liabilities and Stockholders' EquityLiabilities not subject to compromiseAccounts payable

$
118,746


$
118,045Accrued expenses


231,735



225,495Deferred revenue


85,371



150,000Notes payable


394,252



346,753Debentures


40,000



40,000Total current liabilities


870,104



840,293Total liabilities


870,104



840,293Stockholders' 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, 6,500,000 outstanding


6,500



6,500Common stock, $0.001 par value, 230,000,000 sharesauthorized, 23,817,844 and 23,507,844 shares issued andOutstanding at March 31,2011 and December 31, 2010, respectively


106,092



105,972Subscription Payable


-



6,400Additional paid-in capital


11,260,555



11,254,165Additional paid-in capital Preferred B


271,425



271,425Accumulated (deficit)


(10,653,621
)


(11,466,413
)11,574



182,039$
1,006,515


$
1,022,332




See notes to consolidated financial statements.





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Global Entertainment Holdings, Inc.


Consolidated Statement of Operations


Unaudited





Three months ended

March 31,2011


2010Net Revenue

$
63,150


$
300,000Expenses:General and Administrative expenses


43,236



15,640Financing expenseDepreciation & Amortization


1,515



2,015Total operating expenses


44,751



17,655Net operating Income (loss)


18,399



282,345Other income (expenses):Other income (expense)Interest (expense) net of interest income


(6,825)



(5,056
)Total other income (expenses)


(6,825)



(5,056
)Net Income (loss)

$
11,574


$
277,289Net (loss) per share – basic

$
0.0005


$
0.012Net (loss) per share - deluted

$
0.0002


$
0.004Weighted average number of common shares outstanding - basic


23,704,177



22,579,177Diluted  common shares


68,050,982



64,479,554


Diluted common shares refer to all instruments that have a common share value if exercised.




See notes to consolidated financial statements.





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Global Entertainment Holdings Inc.


Consolidated Statement of Cash Flows


Unaudited





For the Three months endedMarch 31,2011


2010Cash flows from operating activitiesNet income (loss)

$
11,574


$
277,289Adjustments to reconcile net income to net cashprovided by (used in operating activities)Depreciation and amortization


1,515



2,015Reserve for unsuccessful resolution of lawsuitsShare-based compensation


(6,400)



1,000Changes in assets and liabilities:Increase (decrease) in account receivablesIncrease (decrease) in other assets


(21,379)



(321,130)Increase (decrease) in contingent advancesNotes receivableDebt discountDeferred stock compensationIncrease (decrease) in accounts payable and accrued expenses


(6,941)



11,951Trade and other claims subject to compromiseIncrease (decrease) in deferred revenueNet cash (used in) operating activities

$
(21,631)


$
(28,875
)Cash flows from investing activities:Purchase of property and equipmentNet cash (used in) investing activitiesCash flows from financing activities:Cash from issuance of common stock






20,000Cash from exercise of options & warrantsCommon stock cancellationProceeds from notes payable


47,500



18,000Repayments of notes payableValue of Warrants issuedNet cash provided by financing activities

$
47,500


$
38,000Increase  (decrease) in cash


25,869



9,125Cash - beginning of period


11,043



2,043Cash - ending of period

$
37,037


$
11,168








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 audited financial statements of the Company for the year ended December 31, 2010, and notes thereto included in the Company's Form 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.





Results of operation for the interim period are not indicative of annual results.





Fixed Assets


Fixed assets are stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over a period of the shorter of the related applicable lease term or the estimated useful lives of the assets ranging from 3 to 5 years. Depreciation expense for the three months ending March 31, 2010 and 2009, was $2,015 and $2,070 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, 2011, were $717,230, reflecting movie rights acquired for $450,000 in the prior year.  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.  The website expenditure has been fully amortized. as of December 31, 2010





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, 2011, is $40,000 in principal amount of the Company’s 9% Debentures, which matured on June 30, 2008.





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Note 3 – Notes Receivable





On September 22, 2008, the Company entered into an Exclusive License Agreement with 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. GUP is a non-controlled affiliate in which the Company owns thirty percent (30%) of the equity of GUP.





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 originally 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 original terms of the October 2, 2008 secured promissory note of $150,000 called for a due date March 31, 2009 with interest to accrue at 10% per annum.  However, due to pending GUP’s litigation against Film Finances of Canada, Ltd. (the Completion Bond company), the Company has agreed to extend the maturity date of this Note until December 31, 2010. GUP has made periodic payments totaling $62,550, and the outstanding balance, as of March 31 2011, is $87,450, plus accrued interest of $14,918.





Note 4 - Deferred Revenue





On September 22, 2008, the Company entered into an Exclusive License Agreement with 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 Gary Rasmussen, the Company's Chief Executive Officer, as an 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 originally due on 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 Company agreed to extend the maturity date for the Note until December 31, 2010.





The $150,000 fee has been reduced by $64,629 reflecting payments against the $150,000 note and recorded as License revenue.





Note 5 – Film Participation Agreements





On January 4, 2010, the Company entered into an Exclusive License Agreement with GUP, whereby the Company granted a worldwide, exclusive license to GUP to use the work entitled "Plaster Rock" (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 received a one-time fee of $150,000 and is entitled to receive thirty (30%) of the Net Profits received from the exploitation of the Film. As a condition to the license agreement, GUP agreed to credit the Company as the source of the original concept for the Film and Gary Rasmussen, the Company’s Chief Executive Officer, as Executive Producer. Additionally, Global Universal Film Group (GUFG), the Company’s wholly-owned subsidiary responsible for film sales and web operations, invested $150,000 into 647241 N.B. Ltd. (doing business as Crush Pictures), the special purpose vehicle formed by GUP to produce and own the Film in exchange for a preferred return of its investment and the exclusive sales rights for all territories, with the exception of Canada. The source of funds was the fee received from GUP for the exclusive license granted by the Company.




7
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On March 19, 2010, the Company entered into an Exclusive License Agreement with GUP, whereby the Company granted a worldwide, exclusive license to GUP to use the work entitled "The Night" (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 received a one-time fee of $150,000 and is entitled to receive thirty (30%) of the Net Profits received from the exploitation of the Film.  As a condition to the license agreement, GUP agreed to credit the Company as the source of the original concept for the Film and Gary Rasmussen, the Company’s Chief Executive Officer, as Executive Producer. Additionally, Global Universal Film Group (GUFG), the Company’s wholly-owned subsidiary responsible for film sales and web operations, invested $150,000 into 649679 N.B. Ltd. (doing business as The Night Pictures), the special purpose vehicle formed by GUP to produce and own the Film in exchange for a preferred return of its investment and the exclusive sales rights for all territories, with the exception of Canada.  The source of funds was the fee received from GUP for the exclusive license granted by the Company.





In April and May of 2010, the Company finalized its pending transaction with Global Universal Pictures and its subsidiary, 643402 N.B., Inc. (doing business as American Sunset Pictures), relating to the Company’s involvement with the feature film titled, “American Sunset” (the “Film”).  The Canadian Audio-Visual Certification Office (CAVCO) had requested an amendment of the original Exclusive Licensing Agreement, as well as other supporting documentation, which was originally signed in 2009, to include the transfer of the copyright for American Sunset.  The transfer of the copyright rights was done by an amendment to the Exclusive License Agreement, which was signed on May 28, 2010.  Additionally, on April 21, 2010, the Company’s subsidiary, Global Universal Film Group, entered into a Restated Investment Undertaking, replacing the Company in the original, and a Representation Agreement, whereby the Company’s subsidiary would make the investment in the Film and be entitled to receive a sales fee on all sales of the rights to the Film, with the exception of any Canadian sales. The foregoing description of this transaction is qualified in its entirety by reference to the more complete information set forth in the full text of the related Agreements, which have been filed as exhibits to this report.





On June 10, 2010, the Company entered into a Co-Production and Screenplay Purchase agreement with MPH Productions to acquire the rights to a screenplay entitled “Seeing Things”, and to co-produce said screenplay into a feature film in cooperation with MPH Productions.  The terms of the agreement call for the Company to purchase the screenplay at a price of $25,000, with an immediate payment of $15,000 and the balance due within one year. The Company will have the exclusive right to co-produce the feature film based on the script for a period of one year, with an option to extend said exclusive right for an additional one year upon payment of an additional $5,000.  The screenplay was written by the principals of MPH and entails the true-life story about a spiritual being that has inhabited their Los Angeles residence for the past 18 years. The story of Seeing Things has been well documented by paranormal investigators and the subject of several television shows. More recently, Seeing Things was the focus of a SyFy Channel television program called “Fact or Faked: Paranormal Files”, that was broadcast on July 29, 2010. Additional information on the story can be found at the following website, which is not operated by the Company:  http://www.drkrm.com/ghost2.html.





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, 2011 the Company had debentures outstanding of $40,000, with accrued interest totaling $18,000.





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





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Note 7- Debt





Notes payable at March 31, 2011 comprised of the following:


Note payable to entity, original balance of $19,181.   Principal and interest due June 15, 2006. The Note is unsecured. In default.

$
9,591Note payable to entity, original balance $32,187. This note is unsecured.  Due May 15, 2006. In default.

$
6,094Note payable to entity, original balance of $15,000 due in three monthly installments of $5,000 beginning April 15, 2006. The Note is unsecured. In default.

$
10,000Note payable to entity, original balance of $30,502 due in two monthly installments of $15,251 beginning April 15, 2006. The Note is unsecured. In default.

$
15,251Advances to be converted into notes.  Net of EME advances of $12,000

$
19,486Notes payable face amounts totaling $42,500, with various interest rates and due dates. The notes have been verbally extended. Accrued interest $17,840.55

$
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. Accrued interest $14,007.67

$
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. Accrued interest $7,003.84

$
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. Accrued Interest $2,595.88

$
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. Accrued Interest $1,458.93

$
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. Accrued Interest $1,413.07

$
4,500Global Notes with no specified due dates and varying interest rates. Accrued interest $4,869

$
32,730  9
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   Note 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. Accrued interest $3,320.71

$
25,000Note payable face amount $2,000 date February 17, 2009, interest rate 6% due date April 15, 2010. Accrued interest $254.58

$
2,000Note payable face amount $1,500 date March 6, 2009, interest rate 6% due date April 15, 2010 Accrued interest $187.66.

$
1,500Note payable face amount $10,000 date January 29, 2010, interest rate 6% due date September 30, 2010. Accrued interest $551

$
10,000Note payable face amount $5,000 date March 22, 2010, interest rate 6 % due date October 31, 2010 Accrued interest $355.88

$
5,000Note payable face amount $5,000 date April 12, 2010, interest rate 6% due date October 31, 2010. Accrued interest $290.28

$
5,000Note payable face amount $1,300 date April 21, 2010, interest rate 6% due date December 31, 2010. Accrued interest $72.45

$
1,300Note payable face amount $1,800 date June 3, 2010, interest rate 6% due date October 31, 2010. Accrued interest $90.60

$
1,800Note payable face amount $15,000 date June 9, 2010, interest rate 6% due date June 30, 2011. Accrued interest $682.88

$
15,000Note payable (convertible into common stock) face amount $17,500 dated June 23, 2010, interest rate 8%, due date March 23, 2011.Accrued interest $898.56

$
17,500Note payable (convertible into common stock) face amount $15,000 dated September 30, 2010, interest rate 8% due date May 23, 2011.

$
15,000Note payable face amount $10,000 date September 30, 2010 interest rate 6 % due date December 31, 2011. Accrued interest $298.48

$
10,000Note payable face amount $25,000 date December 30, 2010 interest rate 6% due January 1,2012 Accrued interest $373.97

$
25,000Note Payable face amount $47,500 date March 14, 2011 interest rate 8% due December 16, 2011. Accrued interest $145.75


47,500Total

$
394,252




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Note 8 – Stockholders’ Equity





Common Stock – Issued





The following common stock was issued during the three months ending March 31, 2011.





On February 3, 2011, the Company issued 100,000 restricted shares of its $0.001 par value common stock at $0.018 to a individual as compensation for services performed.





On February 3, 2011, the Company issued 50,000 restricted shares of its $0.001 par value common stock to a company for services at a price of $0.06 per share, as documented by a contract dated January 3, 2011.








On February 3, 2011, the Company issued 150,000 restricted shares of its $0.001 par value common stock at $0.01 to an executive officer in accordance with the terms of his employment agreement.





On February 3, 2011 the Company issued 10,000 restricted shares of its $0.001 par value common stock at $0.01 to an individual for an asset purchased.





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.




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Series C Convertible Preferred Stock


The Series C Convertible Preferred Stock (“Series C Stock”). The Series C Stock is non-dilutive and, the initial 6,000,000 shares authorized and issued to Gary Rasmussen (our CEO) and Jackelyn Giroux (former co-owner of Global Universal Film Group), will convert into 60% of the Company’s outstanding common stock as calculated immediately after such conversion.  A full description of the terms and conditions of the Series C Preferred Stock is listed as exhibit 3.3, incorporated by such reference as a part of this on Form 10-Q.





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 issued in April of 2009.





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, 2011, the following stock options were issued:





Pursuant to the terms of an employment agreement of an executive, the Company agreed to grant the executive an option to purchase up to 240,000 shares of its restricted common stock at a price of $.10 per share. The option vests at the rate of 30,000 shares for each quarter in which the executive has remained an employee in good standing with the Company. The executive is presently entitled to exercise purchase rights with respect to a total of 120,000 shares.





Options and Warrants Exercised


There were no stock options or warrants exercised during the three months ended March 31, 2011.





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





Three Months

March 31, 2011


Weighted Average

Exercise PriceOptions/warrants outstanding at beginning of period


1,720,675


$
1.65Granted


30,000


$
.10Exercised





$AmendedTerminated/Expired





$Options/warrants outstanding at end of period


1,750,675


$
1.39Options/warrants exercisable at end of period


1,750,675


$
1.39Price per share of options outstanding

$
0.05 -70.00Weighted average remaining contractual lives

2.7 yearsWeighted average fair value of options or warrants granted or extended during the period.

$
0.01





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Note 11 – Related Party Transactions (See Note 5 – Film Participation Agreements)





On January 4, 2010, the Company entered into an Exclusive License Agreement with Global Universal Pictures, Inc. (“GUP”), whereby the Company granted a worldwide, exclusive license to GUP to use the work entitled "Plaster Rock – Terror on the Tobique" ("Plaster Rock").  GUP is a non-controlled affiliate due to the Company’s ownership of thirty percent (30%) of the equity interest in GUP.  As consideration for the License Agreement, the Company received a one-time fee of $150,000, plus an ongoing thirty percent (30%) equity interest in the net revenues received by GUP from exploitation of the rights to Plaster Rock.  As a condition to the license agreement, GUP agreed to credit the Company as the source of the original concept for the Film and Gary Rasmussen, the Company’s Chief Executive Officer, as Executive Producer. Additionally, Global Universal Film Group (GUFG), the Company’s wholly-owned subsidiary responsible for film sales and web operations, invested $150,000 into the ownership of Plaster Rock and was appointed as the Exclusive Sales Agent for Plaster Rock for all worldwide territories, except Canada.The original rights to Plaster Rock were acquired by the Company from Jackie Giroux in connection with her previous employment as a shareholder and officer of Global Universal Film Group, now a wholly-owned subsidiary of the Company. Ms. Giroux will receive a fee as Producer of the Film directly from GUP. The source of funds was the fee received from GUP for the Exclusive License granted by the Company.




On March 19, 2010, the Company entered into an Exclusive License Agreement with GUP, whereby the Company granted a worldwide, exclusive license to GUP to use the work entitled "The Night" (“The Night"). The Company received a one-time fee of $150,000, plus an ongoing thirty percent (30%) equity interest in the net revenues received by GUP from exploitation of the rights to The Night.  As a condition to the license agreement, GUP agreed to credit the Company as the source of the original concept for the Film and Gary Rasmussen, the Company’s Chief Executive Officer, as Executive Producer.  Additionally, Global Universal Film Group (GUFG), the Company’s wholly-owned subsidiary responsible for film sales and web operations, invested $150,000 into the ownership of The Night and was appointed as the Exclusive Sales Agent for The Night for all worldwide territories, except Canada. The original rights to the story for The Night were acquired by the Company from a third party and licensed to GUP. Also, the story was written into a screen play by Ms. Giroux in connection with her previous employment as an officer of Global Universal Film Group, now a wholly-owned subsidiary of the Company. Ms. Giroux will receive a fee as Producer of The Night directly from GUP. The source of funds was the fee received from GUP for the Exclusive License granted by the Company.




Note 12 - Subsequent Events




On April 14, 2011, the Company and Global Renaissance Entertainment Group entered into a Rescission Letter whereby the parties agreed to rescind a joint venture between the companies that was intended to finance motion pictures through Global Renaissance Funding, LLC., a wholly owned subsidiary of the Company. As of the date of this report, no financial transactions or other operational activities were undertaken and no capital was raised.




On May 11, 2001, the Company's wholly-owned subsidiary, Global Universal Entertainment, entered into an option/purchase agreement (Option Agreement) for the screenplay and book rights to a film entitled "Mr. Pink." The Company issued a preliminary press release regarding this event on May 19, 2011.




Copies of the Rescission Letter and the Option Agreement are filed as Exhibits 10.44 and 10.45, respectively, to this Form 10-Q. The description of the transactions described in these documents do not purport to be complete and are qualified in their entirety by reference to the full text of the documents filed as exhibits hereto and incorporated herein by reference.




Note 13 - Going Concern




Although the Company has recently realized profits, those profits were derived from the sale of intellectual property rights (e.g., music and screenplays) to Global Universal Pictures (a non-controlled affiliate), and those profits were immediately invested into several films being produced by GUP in exchange for the worldwide sales rights for the films, with the exception of Canada.  As a result, the Company did not receive any cash flow for working capital purposes in those transactions and has only recently begun to receive cash flow from sales of the films.  Over the past two years, the Company has realized significant losses and lack of cash flow. Unless significant additional investment capital is obtained by the Company, or a major reduction in operating losses occurs from positive cash flow from its film sales, the Company could be in jeopardy of continuing operations. The Company seeks to generate needed funds to continue ongoing operations from debt or equity sources, formation of joint ventures, the sale of Company stock through a Private Placement and/or advances from the primary shareholder.





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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.








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





OVERVIEW AND OUTLOOK





Since the Fall of 2008, management of the Company focused efforts and resources on building its core business of developing, financing and producing feature-length films, which operations are conducted primarily through its wholly-owned subsidiaries of Global Universal Entertainment, Inc. (U.S. Film Productions) and Global Universal Film Group, Inc. (Film Sales and Internet Operations), as well as through its affiliation with Global Universal Pictures, Inc., a non-controlled Canadian corporation (“GUP”), in which the Company holds a thirty percent (30%) equity interest.  The Company has been developing the brand name “Global Universal”, under which certain members of management have conducted operations for over twenty years. Additionally, the Company formed Global Renaissance Funding, LLC., a 100% owned subsidiary that the Company plans to carry out financing activities relating to funding production of a slate of films. The Company had previously intended to operate GRF as a joint venture in cooperation with Global Renaissance Entertainment Group (GREG), a company organized by Arthur Wylie. However, no financing activities had evolved since October of 2009 and the parties agreed to rescind the joint venture on April 14, 2011.





The past two years have been beneficial to the Company in terms of successfully producing four feature films and realizing its first corporate profits from the film business, despite economic conditions that have drastically reduced film sales within the motion picture industry and caused many independent film companies to suffer hardship due to lack of capital available for film production.  Management believes that its low overhead and financial strategy in funding film productions have been key factors in its success.  The Company utilizes a combination of high yielding tax credits, bankable pre-sales and reinvestment of its producer's fee to offset a majority of a film's cost.





The films the Company produces itself will eventually become part of the Company’s film library. The Company holds a small library of films, which it obtained when it acquired Global Universal Film Group, Inc. (“GUFG”), a company previously owned by Gary Rasmussen (our CEO) and Jackelyn Giroux (President of GUP in Canada).  Additionally, the Company owns the rights “in house” to twelve screenplays (originally written by Jackelyn Giroux and now owned as a result of the Company’s acquisition of GUFG), which it intends to either sell or license to other production companies, such as the four screenplays previously sold to GUP, or produce itself or in partnership with other film production companies. Therefore, the Company is able to by-pass the script optioning process for these films, avoiding rights and development fees, which can be a significant financial burden to the Company and may involve a costly and time-consuming process.  Management believes that such proprietary ownership may significantly reduce development costs and the time necessary to move a film project from development to production.





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





With regard to the films produced by GUP in Canada, the Company sold the intellectual property rights for four films (i.e., story right and/or the screenplay) to GUP (a non-controlled affiliate entity), which resulted in the Company recognizing a profit prior to the completion of the films. Such profits were immediately re-invested into the production of these four films in exchange for worldwide sales rights, with the exception of Canada (due to Canadian tax rules requiring sales of such rights in Canada to be undertaken by a Canadian company), as well as a profit participation in each film. The Company has recently realized cash flow from three of such films as sales agent.





Because a portion of the IRS tax code, specifically Section 181, providing a dollar-for-dollar tax write-off for investments in films, was recently signed back into law in December of 2010, the Company can achieve significant additional financial advantages by having its investors utilize a 100% write-off under Section 181, further reducing the risk of investment in the motion pictures it produces. Because the implementation of the IRS Section 181 write-off is applicable in those investments undertaken in the United States, the Company plans to concentrate more of its productions into the United States, which also provides the added benefit of eliminating currency risk.




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Because of the combination of financing strategies noted above, the risk of the Company's investment in the production of its films is reduced considerably and profitability may be possible for even a direct-to-video release, followed by additional income derived from pay, cable, satellite, free and syndicated television exhibition.  The Company anticipates that at least one of the films it intends to produce in a slate of films (subject to availability of financing) may 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.





Current Operations





The company has proven its ability to finance and produce films and validated its financial strategy of significantly mitigating investment risk.  The Company plans to expand its present business operations from producing low budget, genre pictures with recognizable talent, conducted in the past primarily through Global Universal Pictures (Canada), to our U.S. subsidiaries and is focusing on raising capital for the production of films with better known talent in the U.S. Such films will be produced by Global Universal Entertainment, whose management will concentrate on developing a higher quality, slate of several films with “B+” and “A” rated talent, which are expected to result in significant revenues, as well as the potential for a theatrical release and/or major distribution that could provide the Company with valuable name recognition within the film industry. Furthermore, by producing a slate of planned films in the U.S. (through our wholly-owned subsidiary, GUE), the Company anticipates greater rewards in terms of increasing assets and building a significant revenue stream, because such U.S. films will be 100% owned and accounted for on the Company's financial statements, as opposed to films produced by our 30% owned Canadian affiliate, which the Company accounts for as an investment. Therefore, neither the film asset nor its revenues flow directly to the Company.  However, the Company will still be able to realize revenues from the sale of film rights of films produced by GUP because Global Universal Film Group (GUFG) is the sales agent for such films as a result of its investment in the films.





One of the ways the Company plans to facilitate film production activities in the US is by forming joint ventures with entities that have access to financial resources.  Although the Company's joint venture with Arthur Wylie's Global Renaissance Entertainment Group had not produced any results, we believe that the concept of partnering with select entities that can bring financing resources and/or production elements to our film production operations can help build significant assets and revenue for the Company, while minimizing investment risk inherent in the film business.





Recently, the Company acquired the motion picture/television rights to the book “Mr. Pink”, which tells the true story of four college-aged boys who pull off a spectacular heist of extraordinarily valuable art books and nearly get away with it. Because of the nature of the story and the age range of the protagonists in the book, the Company believes that this property developed as feature motion picture would have great success in the marketplace.  The Company has already begun conversations with well known talent to star in the proposed picture and is working towards commencing production late in 2011.  At the same time, the Company has already had conversations with two well known studios with whom the Company may partner in bringing the motion picture based on the book to the screen.  It is too premature, at this time, to speculate on the outcome of the present discussions with the studios concerning this project.





The Company has also secured permission from the writer of an original screenplay, “Harts Location”, to produce a motion picture based on that screenplay.  Well known acting talent Bruce Dern, Laurie Dern, and Diane Ladd have agreed to star in the proposed production, which the Company has had budgeted at $4 million.  If the production were to take place in New Mexico it would be entitled to a cash rebate of approximately $850 thousand through the State Incentive program. The Company would also pursue its aforementioned methods of risk minimization by making certain judicious foreign “presales” in selected territories.  And, the investment in the production would also allow the Company, or its partner investors, if any, to benefit from the provisions of the IRS Section 181 investment write-off.  The Company believes that using these techniques, it is possible, although not a certainty, to cover the entire cost of the picture before production is complete.





Other Business





In late 2010, the Company announced its entry into the business of online distribution and sales of DVD's and Blu-Ray disc's, which operations will be conducted through Global Universal Film Group (GUFG), a wholly-owned subsidiary.  The Company's American Sunsethas been offered for sale since September 2010, exclusively on the film's website: www.AmericanSunsetTheMovie.com, operated by GUFG.  Just prior to the end of the third quarter, the Company received its first revenues from online sales. The Company is offering Plaster Rock: Terror on the Tobiquefor sale on the film's website: www.PlasterRockMovie.com, also operated by GUFG.  The Company has entered into agreements with third parties for the duplication and fulfillment of DVD and Blu-Ray disc's, thus establishing the Company's business of online retail sales of DVD and Blu-Ray disc's.




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In early November, 2010, Global Universal Film Group, a wholly-owned subsidiary, signed an agreement with Level 4 Stonehenge Development Partners (Level4), that will enable the electronic distribution of American Sunseton Apple's iTunes website, using a State-of-the-Art application technology developed by Level4 called "AppFlik TM".  This new embedded application technology is being featured initially on iTunes due to the success of the  iPhone and iPad, which are emerging as the viewing screens of choice.  However, with the recent introduction and high degree of consumer acceptance of other platforms (i.e. Google TV, Apple’s iTv, Sprint's EVO 4g and DroidX), the potential market for the delivery of film content using the AppFlik TMis accelerating rapidly and could help the Company achieve increased results with its online sales.  American Sunset, featuring the late Corey Haim (www.CoreyHaimRemembered.com), is now available for sale on Apple's iTunes app store.  Pending the initial sales results for American Sunsetsales on the iTunes website, management will act quickly to employ this application technology in the distribution of Plaster Rockand The Night, as well as additional films the Company intends to produce or with distribution rights that it may acquire from third party film production companies.





Results of Operations





The following overview provides a summary of key information concerning our financial results for the first quarter of 2011 and 2010.





Total operating expenses were $44,751 and $17,655, for the three month period ended March 31, 2011, and March 31, 2010, respectively.  The increase of $27,096 in General and Administrative expenses was primarily the result of audit accounting as required by the SEC for past years audited by CPA’s that were barred from performing SEC audits.  The remaining difference was due to travel expenses required to  promote developed films.




Our net income was $11,574 for the three months ended March 31, 2011, as compared to a net income of $277,289 for the three months ended March 31, 2010. The decrease in income of $265, 715 was the result of no sales of movie scripts for the quarterly period, and marginally limited start up revenue from online sales of DVDs..




Operation Plan





The Company has recently been concentrating its efforts on raising capital to cover basic operating needs and continue production of lower budgeted films, as well as raising significant capital to develop, finance and produce a slate of several, higher quality, feature films (see descriptions of “Mr. Pink” and “Harts Location” projects above) through Global Universal Entertainment, our U.S. subsidiary.





We had minimal cash on hand as of March 31, 2011, and, additional funds will be required to satisfy our working capital requirements for the next twelve months. Our plan of operation entails our continued production of films primarily in the U.S., taking advantage of certain State sponsored Incentive programs as well as benefits derived from IRC Section 181, and realistic foreign presales as well as domestic distribution arrangements where applicable.





Additionally, we will endeavor to increase sales and to raise funds to implement our business plan of developing, financing, producing and selling feature films. We plan to raise these funds through private and institutional or other offerings, including equity and interest bearing convertible debentures. To this end, we may retain various consultants, finders and/or brokers to assist us in our efforts to raise larger amounts of capital for investment in the films we produce.  As compensation, we may grant these entities incentive stock or stock options and/or render payments in cash.





We will also endeavor to establish relationships with selected financial partners and/or film production companies, whose contributions may include cash, financing enhancements and/or production elements such as production capabilities, working relationships with talent agencies and distribution companies.





The Company is also in discussions with other third party financiers, including lending institutions, private investors, or other sources who are seeking to finance several high quality motion picture projects that will feature well known, recognizable acting talent.  These productions will expand the company into “higher quality” product that will command wider distribution both domestically and in foreign markets. While there can be no assurance that the present negotiations will conclude successfully, management is cautiously optimistic about the negotiations and prospects of outside financing for its intended film projects.  There is no guarantee that we will be able to raise sufficient capital to commence any film production and, if we are unable to obtain financing, our ability to continue with planned operations will be materially hindered.




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The Company is also discussing a more significant relationship with several foreign sales companies which would represent and sell our library of pictures in overseas markets thereby establishing a reliable stream of  revenue for the company.





The new, “higher quality” pictures into which the Company intends to expand, are expected to add revenue from both the domestic and foreign markets and also from increased exploitation through theatrical release as well as ancillary rights, merchandising, product placement and new media applications.  No assurances can be given that the Company will develop the resources to expand it’s film projects, or if such films are developed that they will be commercially successful.





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 from revenues generated from our operations.





Satisfaction of our cash obligations for the next 12 months.





As of March 31, 2011, our cash balance was $37,037  Our plan for satisfying our cash requirements for basic operations over the next 12 months entails the sale of our securities to private individuals or institutions, or third party financing, and/or traditional bank financing or through sales of film rights. 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.





Despite our recent profits for the twelve month ending December 31, 2010, we anticipate that we may incur operating losses over the next twelve months. Our lack of operating history and lack of a significant level of film sales 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 entertainment and 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 present business of film production will ultimately lead us to positive cash flows and profitability.





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 four full-time employees and several part-time employees and independent contractors. We do not anticipate any significant changes in the number of full-time employees during the next 12 months.




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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.





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, 2010.





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, 2011. 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 Stanley Weiner, 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, 2011, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, Messrs. Rasmussen and Weiner have concluded that as of March 31, 2011, our disclosure controls and procedures were effective at the reasonable assurance level.





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PART II – OTHER INFORMATION





ITEM1.  LEGAL PROCEEDINGS


The Company is not currently a party to any litigation.





ITEM1A.  RISK FACTORS


We have a limited operating history and lack of long-term profitability.





Although we realized profitable operations for the period covering this report, there can be no assurance that we continue to be profitable and we may incur 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, other than through its partially-owned affiliate, Global Universal Pictures, as well as its individual executive members in their capacities with other film production entities.  Therefore, such lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies engaged in the film and television industry. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and continue to attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.





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





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





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





Previous to the current and preceding quarterly period, we have historically had losses from operations and losses may continue in the future, which may cause us to curtail operations.





Notwithstanding the results of our two most recent quarterly periods, we have not been profitable since inception and have lost money on both a cash and non-cash basis.  However, for the three months ended March 31, 2011, we produced net income of $11,574, and net income of $277,289 for the quarter ended March 31, 2010.  Our accumulated deficit at the end of March 31, 2011, was $10,653,621. Future losses are likely to occur, as we are dependent on spending money to pay for our operations and currently rely on limited sales of intellectual rights to feature films produced by our Canadian affiliate, Global Universal Pictures, for off-setting revenue.  No assurances can be given that we will be successful in maintaining profitable operations as realized in the current and previous quarterly periods.  Accordingly, we may experience liquidity and cash flow problems during the next 12 months.  If such problems are indeed realized, our ability to operate may be severely impacted or alternatively we may be forced to terminate some or all of our operations.





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We are subject to a working capital deficit, which means that our current assets on March 31, 2011, 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, 2011, which means that our current liabilities exceeded our current assets on March 31, 2011 by $732,778.  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, 2011, were not sufficient to satisfy all of our current liabilities on March 31, 2011.  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 stock price may be volatile and an investment in such common stock could suffer a decline in value.





Our common stock is listed on the OTCQB Market as a registered and fully reporting entity with the SEC. 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.


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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.





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, 2009.




ITEM1B.    UNRESOLVED STAFF COMMENTS
  On May 9, 2011, the Company received a comment letter from the staff of the Securities and Exchange Commission (the "SEC"), dated May 9, 2010 by fax, relating to the Company's Form 10-K for the year ended December 31, 2010,.  The Company is composing a response letter that will adequately respond to the SEC comments. We anticipate having the response letter filed with the SEC by the end of this the month.
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




There were sales of unregistered equity securities during the three months ending March 31, 2011.





On March 14, 2011, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Asher Enterprises, Inc., a Delaware corporation (the “Asher”), for the sale of an 8% convertible promissory note in the face amount of Forty Seven Thousand Five Hundred ($47,500.00) Dollars (the “Note”).





The Note matures in December 2011 and provides for interest at the rate of eight (8%) percent per annum. The Note may be converted into unregistered shares of our common stock, par value $0.001 per share, at the Conversion Price, as defined below, in whole, or in part, at any time beginning 180 days after the date of the Note, at the option of Asher (the “Common Stock”). The Conversion Price shall be equal to 61% multiplied by the market price equal to the average of the three (3) lowest closing bid prices of the Common Stock during the ten (10) trading day period prior to conversion. The Note also contains a prepayment option whereby the Company may make a payment to Asher at prices ranging from 135% to 150% of the then outstanding unpaid principal, interest and any other amounts that might be due for penalties or an event of a default under the Note during the 180-day period following the date of issuance of the Note upon three (3) trading days’ prior written notice to Asher.





The Company made the private placement of these securities in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the “Act”), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon any other exemption from the registration requirements of the Act, as applicable.





Copies of the Purchase Agreement and the Note are filed as Exhibits 10.43 and 10.44, respectively, to this Form 10-Q. The description of the transactions contemplated by these agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the documents filed as exhibits hereto and incorporated herein by reference.




ITEM3.   DEFAULTS UPON SENIOR SECURITIES


None.





ITEM4.    (RESERVED)


ITEM5.    OTHER INFORMATION


None.





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ITEM6.    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 7 th , 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) 
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 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-Qualified Stock 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 LitFunding USA (Incorporated by reference to exhibits to Form 8-K, filed on April 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)10.33

Joint Venture Agreement with Global Renaissance Entertainment Group (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed on November 19, 2009)10.34

Exclusive License Agreement with Global Universal Pictures for Plaster Rock, dated January 4, 201010.35

Executive Employment Agreement dated February 15, 201010.36

Exclusive License Agreement with Global Universal Pictures for The Night, dated March 19, 201010.37

Exclusive License Agreement with Global Universal Pictures for American Sunset, dated April 13, 200910.38

Representation Agreement with American Sunset Pictures for Sales of American Sunset, dated April 21, 2010, and Restated Investment Undertaking dated April 21, 201010.39

Amended Exclusive License Agreement with Global Universal Pictures for American Sunset, dated May 28, 201010.40

Co-Production and Screenplay Purchase Agreement between the Company and MPH Productions, dated June 10, 201010.41

Share Exchange Agreement between the Company and Global Renaissance Entertainment Group, dated July 1, 201010.42

Executive Employment Agreement dated August 9, 201010.43*

Securities Purchase Agreement with Asher Enterprises, dated March 14, 201110.44*

Convertible Promissory Note payable to Asher Enterprises, dated March 14, 201110.45*

Rescission Letter with Global Renaissance Entertainment Group, dated April 14, 201110.46*

Option Agreement for Mr. Pink, dated May 17, 201020

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), Global Renaissance Funding, LLC., and Global Universal Pictures, a Canadian Corporation - 30% owned. (Incorporated by reference to the exhibits to Form 10-K, filed on April 15, 2011)31.1*

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).31.2*

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).32.1*

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).32.2*

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
 
 * Filed herewith.


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SIGNATURES





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





GLOBAL ENTERTAINMENT HOLDINGS, INC.

(Registrant)May 23, 2011
By:
/s/ Gary RasmussenGary RasmussenChief Executive Officer








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