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 June 30, 2010





 ̈  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) 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 r





The number of shares of Common Stock, $0.001 par value, outstanding on August 9, 2010, was 23,487,844 shares.




Table of Contents








GLOBAL ENTERTAINMENT HOLDINGS, INC.








Table ofContents





PagePART I   Financial InformationItem 1.
Financial Statements and Notes
3Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
18Item 3.
Quantitative and Qualitative Disclosures about Market Risk
23Item 4.
Controls and Procedures
23PART II  Other InformationItem 1.
Legal Proceedings
24Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
24Item 3.
Defaults Upon Senior Securities
25Item 4.
Submission of Matters to Vote of Security Holders
25Item 5.
Other Information
25Item 6.
Exhibits
26Signatures
28








Table of Contents





PARTI – FINANCIAL INFORMATION














PART I – FINANCIAL INFORMATION





ITEM 1.   FINANCIAL STATEMENTS





Global Entertainment Holdings, Inc.


Consolidated Balance Sheet





June 30,


December 31,2010


2009(Unaudited)


(Audited)AssetsCurrent assets:Cash and cash equivalents

$
14,739


$
10,913Accounts Receivable


10,000



10,000Note Receivable


87,300



87,450Accrued Interest Income


14,918



14,918Total current assets


126,957



123,281Fixed assets, net


9,395



12,425Total fixed assets


9,395



12,425Other assets:Book Rights


1,864



1,864TV Game / Reality Show


5,966



5,966Film Rights


644,175



189,175Movies


64,850



33,850Website Software: Less Amortization


1,000



2,000Other Assets


19,162



17,695Producer Investments


150,000



150,000Total other assets


887,017



400,550Total assets

$
1,023,369


$
536,256





See notes to consolidated financial statements.





3
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GlobalEntertainment Holdings, Inc.


Consolidated Balance Sheet





June 30,


December 31,2010


2009(Unaudited)


(Audited)Liabilities and Stockholders' EquityLiabilities not subject to compromiseAccounts payable

$
119,633


$
94,680Accrued expenses


214,620



206,707Deferred revenue


150,000



150,000Notes payable


321,208



251,268Total current liabilities not subject to compromise


805,461



702,655Liabilities subject to compromiseDebentures


40,000



40,000Total  liabilities subject to compromise


40,000



40,000Total liabilities


845,461



742,655Stockholders' 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, 23,127,844 and 22,567,844 shares issued andOutstanding at  June 30,2010 and December 31, 2009, respectively


106,092



105,582Shares authorized & unissued






10,000Additional paid-in capital


11,211,208



11,180,765Additional paid-in capital Preferred B


271,425



271,425Additional paid-in capital Preferred CAccumulated (deficit)


(11,226,181
)


(12,114,518
)177,908



(175,386
)$
1,023,369


$
536,256





See notes to consolidated financial statements.





4
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GlobalEntertainment Holdings, Inc.


Consolidated Statement of Operations


Unaudited





Three months ended


Six months endedJune 30,


June 30,2010


2009


2010


2009Net Revenue

$
150,000


$
-



450,000Expenses:General and Administrative expenses


47,481



74,218



63,121



254,270Depreciation & Amortization


2,015



2,069



4,030



4,139Total operating expenses


49,496



76,287



67,151



258,409Net Operating Income (loss)


100,504



(76,287
)


382,849



(258,409
)Other income (expenses):Other income (expense)






5,000



598



5,000Interest (expense) net of interest income


(5,357
)


(1,122
)


(10,413
)


(2,635
)Total other income (expenses)


(5,357
)


3,878



(9,815
)


2,365Income tax (benefit) provisionNet Income (loss)

$
95,147


$
(72,409
)


373,034



(256,044
)Net (loss) per share – basic

$
0.004


$
(0.006
)

$
0.02


$
(0.014
)Weighted average number ofcommon shares outstanding – basic


23,104,217



11,812,844



22,843,148



17,715,054





See notes to consolidated financial statements.





5
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GlobalEntertainment Holdings Inc.


Consolidated Statement of Cash Flows


Unaudited





For the Six months endedJune 30,2010


2009Cash flows from operating activitiesNet income (loss)

$
373,034


$
(256,044
)Adjustments to reconcile net income to net cashprovided by (used in operating activities)Depreciation and amortization


4,030



4,139Reserve for unsuccessful resolution of lawsuitsShare-based compensationChanges in assets and liabilities:Increase (decrease) in account receivables






(38,500
)Increase (decrease) in other assets


(32,259
)


6,500Increase (decrease) in contingent advancesNotes receivable






150,000Debt discountDeferred stock compensationIncrease (decrease) in accounts payable and accrued expenses


32,866



101,062Trade and other claims subject to compromiseIncrease (decrease) in deferred revenueNet cash (used in) operating activities

$
377,671



(32,843
)Cash flows from investing activities:Purchase of property and equipment


(450,000
)Net cash (used in) investing activitiesCash flows from financing activities:Cash from issuance of common stock


20,000



10,000Cash from exercise of options & warrantsCommon stock cancellationProceeds from notes payable


55,600



16,258Repayments of notes payable






5,000Proceeds from investor participation borrowingsPrincipal repayments on capital lease obligationsValue of Warrants issued


300



2,500Net cash provided by financing activities

$
(374,100
)


33,758Increase  (decrease) in cash


3,571



915Cash - beginning of period


11,168



2,553Cash - ending of period

$
14,739


$
3,468




See notes to consolidated financial statements.





6
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GlobalEntertainment 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, 2009, 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 six months ending June 30, 2010 and 2009 was $4,030 and $4,139 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 June 30, 2010 were $716,855 reflecting movie rights acquired for $450,000 during the six month period ending June 30, 2010.  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 June 30, 2010, $1,000 has been amortized for the six


Months ended June 30, 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.





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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, 2010, are $40,000 in principal amount of the Company’s 9% Debentures, which matured on June 30, 2008.




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.





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 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 June 30, 2010, is $87,300, plus accrued interest of $14,918.




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 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 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 Company agreed to extend the maturity date for the Note until December 31, 2010.





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.





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Note 5 – Film 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 received a one-time fee of $150,000, evidenced by a promissory note (See Note 3 above) and is entitled to receive fifty (50%) of the Net Revenue received by GUP from the exploitation of the Film.  Additionally, Global Universal Film Group (GUFG), the Company’s wholly-owned subsidiary responsible for film sales and web operations, invested $150,000 into B & J Pictures, Inc., 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.





On April 13, 2009, 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 "American Sunset" (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. Pursuant to the Exclusive License Agreement, the Company is entitled to receive a one-time fee of $150,000 and is entitled to receive fifty (50%) of the Net Revenue received by GUP 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 Mr. 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 643402 N.B., Inc. (doing business as American Sunset 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 finalization of certain documentation supporting this transaction was delayed and not completed until May of 2010, and reported in the Company’s second fiscal quarter of 2010.





On January 4, 2010, 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 "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 Mr. 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.





On March 19, 2010, 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 "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 Mr. 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.





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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 June 30, 2010 the Company had debentures outstanding of $40,000, with accrued interest totaling $15,300.





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 June 30, 2010 is comprised of the following:





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

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

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

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

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

$
16,339Notes 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.

$
60,253Note 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.

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

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

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

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

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

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

$
15,000Note payable face amount $17,500 date June 23, 2010, interest rate 8% due date March 23, 2011.

$
17,500Total

$
321,208








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Note 8 – Stockholders’ Equity





Common Stock – Issued





The following common stock was issued during the six months ending June 30, 2010.





On March 30, 2010, the Company issued 100,000 restricted shares of its $0.001 par value common stock to a private investor. These shares were purchased in April of 2009, pursuant to the terms of a Subscription Agreement; however, the shares were not issued until March of 2010 at the request of the investor.





On March 30, 2010 the Company issued 400,000 restricted shares of its $0.001 par value common stock to an individual investor at a price of $0.05, per share, as documented by a Subscription agreement dated January 29, 2010.





On March 30, 2010 the Company issued 10,000 restricted shares of its $0.001 par value common stock at $0.05 to a individual as compensation for services performed.





On May 14, 2010 the Company issued 50,000 restricted shares of its $0.001 par value common stock to an executive officer in accordance with the terms of his employment agreement.




Series “B” Convertible Preferred Stock


On December 6, 2006, pursuant to the terms of a certain reverse tri-party merger with Global Universal Film Group, Inc., 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


In January, 2008, in keeping with the restructuring efforts of the present 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.




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 June 30, 2010, 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 will vest 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 60,000 shares.





Options and Warrants Exercised


Sixty thousand stock options were issued during the six month period ending June 30, 2010.


During the six months ended June 30, 2010, there were no warrants issued.





Options and Warrants Exercised


During the six months ended June 30, 2010, there were no stock options exercised. There were no warrants exercised.





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





During the three months ended March 31, 2010, there were no stock options or warrants issued.  During the period, 300,000 warrants had their exercise date extended until July 31, 2010, from January 31, 2010; the exercise prices were not changed.





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During the six months ended June 30, 2010, there were sixty thousand stock options issued.





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





Six months

June 30, 2010


Weighted Average

Exercise PriceOptions/warrants outstanding at beginning of period


530,675


$
1.39Granted


60,000


$
.10Exercised





$Amended


300,000



.38Terminated/Expired


327,925


$
.52Options/warrants outstanding at end of period


590,675


$
1.39Options/warrants exercisable at end of period


590,675


$
1.39Price per share of options outstanding

$
0.05 -70.00Weighted average remaining contractual lives

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

$
0.01




Note 11 – Related Party Transactions (See Note 5 – Film 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 world-wide exclusive license to Pictures to use the work entitled “Blue Seduction” (the “Film”), in exchange for a one-time fee of $150,000, plus 50% of the revenue received by GUP 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 Mr. Gary Rasmussen, the Company’s Chief Executive Officer, as Executive Producer.





Also on September 27, 2008, GUP 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 $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.





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In October of 2008, National Bank of Canada agreed to fund approximately $1.1M Canadian for the production of Blue Seduction. The bank financing was contingent upon the bank's receipt of a Completion Bond that guaranteed that the film was actually produced and delivered.  This allowed the bank certainty that it would be able to collect on available Canadian tax credits, as well as distribution guarantees from the Film’s distributor.  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 was difficult to determine at the time of the transaction, but was eventually determined to be zero, as the Film was produced and the tax and distribution incentives were collected by the bank.





On April 13, 2009, 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 "American Sunset" ("American Sunset").  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 in consideration of a one-time fee of $150,000, plus a 30% interest in the Net Profits of American Sunset.  As a condition to the license agreement, GUP agreed to credit the Company as the source of the original concept for the Film and Mr. 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 American Sunset and was appointed as the Exclusive Sales Agent for American Sunset for all worldwide territories, except Canada.  The original rights to American Sunset 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 GUP.





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 entitled, American Sunset (the “Film”).





On January 4, 2010, 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 "Plaster Rock – Terror on the Tobique" ("Plaster Rock"),   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 Mr. 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 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 GUP.





On March 19, 2010, 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 "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 Mr. 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 American Sunset 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 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 Night directly from GUP.





On March 26, 2010, Rochester Capital Partners, LP, a Nevada limited partnership controlled by Gary Rasmussen (CEO of the Company) as its General Partner and majority equity holder, advanced the Company the sum of $10,000 for working capital purposes. This advance was booked as a short term loan.





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Note 12 - Subsequent Events





On July 1, 2010, we formalized our employment relationship with Terry Gabby, who serves as the Company’s Controller, with the execution of an employment agreement. This agreement provides for a salary of $1,000 per month, and stock compensation of 100,000 shares of restricted common stock, which was issued on August 9, 2010.





On July 1, 2010, the Company entered into a Share Exchange Agreement with Global Renaissance Entertainment Group, Inc. (“GREG”), whereby the Company issued 110,000 restricted shares of its $0.001 par value common stock to GREG in exchange for a five percent (5%), non-diluted equity interest in the capital stock of GREG, as required under the terms of a Joint Venture Agreement with GREG dated October 19, 2009. GREG owns the rights to adapt certain literary works written by Omar Tyree, including the best selling novels of Flyy Girl and Leslie, into feature films. This summary is qualified in its entirety by reference to the Share Exchange Agreement filed as an exhibit to this quarterly report.





On August 9, 2010, the Company’s wholly-owned subsidiary, Global Universal Entertainment (“GUE”) entered into an Executive Employment Agreement with Jeffrey Bowler, who will serve as president of Global Universal Entertainment, the Company’s U.S. Film Production subsidiary.  Mr. Bowler is an award winning American filmmaker and executive and was co-founder of Insomnia Media Group, a highly successful film and TV, development,  finance and production company with offices on the Universal Studios lot.  In connection with his employment agreement, the Company issued Mr. Bowler an initial 100,000 shares of its $0.001 par value, restricted common stock. Additional terms and conditions provide for compensation and benefits commensurate with other executives and stock options in accordance with the terms of his employment agreement.  This summary is qualified in its entirety by reference to the Executive Employment Agreement filed as an exhibit to this quarterly report.





Note 13 - Going Concern





Although the Company has recently realized a profit, the profits were derived from the sale of intellectual property rights to our affiliated company, Global Universal Pictures, and were immediately invested into films being produced by GUP.  As a result, the Company did not receive any cash flow for working capital purposes and has suffered from significant losses and lack of cash flow over the past two years. Unless significant additional cash flows come into the Company, or a major reduction in operating losses occurs, the Company could be in jeopardy of continuing operations. The Company seeks to generate needed funds to continue on going operations from joint ventures, the sale of Company stock through a Private Placement and/or advances from the primary shareholder.





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ITEM1B.  UNRESOLVEDSTAFF COMMENTS





None





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, 2009.




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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 subsidiaries of Global Universal Entertainment, Inc. (U.S. Film Productions), Global Universal Film Group, Inc. (Film Sales and Internet Operations), Global Universal Pictures, Inc., a 30% owned Canadian company (Canadian Film Productions), and Global Renaissance Funding, a 51% owned Limited Liability Company (Financing Operations). The Company is intending to develop the brand name “Global Universal.”





Global Universal plans to expand its present business operations of producing low-to-medium 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 produced to provide cash flow for general 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 the private investment employed in the production of films 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 it produces 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.





Results of Operations





The following overview provides a summary of key information concerning our financial results for the second quarter of 2010 and 2009.





Total operating expenses were $49,496 and $76,287 for the three month period ended June 30, 2010, and June 30, 2009, respectively.  The decrease of $26,791 in General and Administrative expenses was primarily the result of all executives forgoing their salary payments and accruals.  The remaining difference was due to cost-cutting measures instituted by management, as well as normal fluctuations in operating expenses based on business operations.





Our net income was $95,147 for the three months ended June 30, 2010, as compared to a net loss of $72,409 for the three months ended June 30, 2009. The net income of $95,147 was the result of the sale of one movie script for $150,000 in the period ended June 30, 2010, as compared to no revenue generating sales in the period ending June 30, 2009, and the reduction in General and Administration expenses described above.





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The following provides a summary of key information concerning our financial results for the six months ending June 30, 2010 and 2009.





Total operating expenses were $67,151 and $258,409 for the six-month period ended June 30, 2010, and June 30, 2009, respectively.  The decrease of $191,258 was due to a reduction in General and Administrative expenses.





Our net income was $373,034 for the six months ended June 30, 2010, as compared to a net loss of $256,044 for the six months ended June 30, 2009. The increase in the net income of $629,078 is as a result of the sales described above, as well as the cost-cutting measures described herein.





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 one or more feature films.





We had minimal cash on hand as of June 30, 2010, 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 through our Canadian affiliate, who has produced four, feature films in since November of 2008.





Additionally, we will endeavor to raise funds to continue to implement our business plan of developing, financing and producing feature films. We plan to raise these funds through private and institution or other equity offerings, including interest bearing 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 may also attempt to secure operating or production loans from lending institutions, private investors, or other sources. We will also consider establishing relationships with selected business partners and film production companies, whose contributions include 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 June 30, 2010, our cash balance was $14,739.  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. 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 this quarters profits, 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.





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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.





Other Business





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 entitled, American Sunset (the “Film”).  (See Note 5 of Notes to Consolidated Financial Statements – Film Participation Agreements)





On June 10, 2010, the Company entered into an agreement with MPH Productions, a Los Angeles based, independent production company, to acquire the exclusive rights to a screenplay called “Seeing Things” that it intends to produce as a feature-length film.  (See Note 5 of Notes to Consolidated Financial Statements – Film Participation Agreements)





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. 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 this business unit’s declining operations 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. To this extent, Global Universal Entertainment, Inc., the Company’s wholly-owned subsidiary that is responsible for developing film production in the U.S., hired Daniel Sherkow in February, 2010, to serve as its Chief Operations Officer. Dan has a vast amount of experience in the motion picture industry having held senior management positions were he arranged financing and successfully produced award winning films for ABC, NBC and CBS television, Time-Life Films, Paramount Pictures, Tri-Star Pictures, and Dick Clark Productions.





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.





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FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION





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 June 30, 2010, we produced net income of $95,147, and net income of $277,289 for the first quarter ending March 31, 2010.  Our accumulated deficit at the end of June 30, 2010, was $11,226,181. 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.





We are subject to a working capital deficit, which means that our current assets on June 30, 2010, 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 June 30, 2010, which means that our current liabilities exceeded our current assets on June 30, 2010 by $718,504.  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 June 30, 2010, were not sufficient to satisfy all of our current liabilities on June 30, 2010.  If our ongoing operations do not begin to provide sufficient profitability to offset the working capital deficit, we may have to raise capital or debt to fund the deficit or curtail future operations.





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Our 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. Our common stock was listed on the Over-The-Counter Bulletin Board (OTCBB: GBHL) until April 27, 2010, and was delisted due to our market maker’s inability to publish a bid for four consecutive days.  The Company was never notified of any delisting by FINRA. Spartan Securities has recently filed a Form 211 to relist on the OTC Bulletin Board.  The market price of our common stock may fluctuate significantly and violently in response to a number of factors, some of which are beyond our control.  These factors include:





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


·      Actual or anticipated fluctuations in operating results;


·      The loss of key management or other personnel;


·      The loss of major customers;


·      The outcome of any future litigation;


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





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





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





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





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





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


· Disclose certain price information about the stock;


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


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


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





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





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ITEM3.  QUATITATIVEAND 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, 2009.


ITEM 4.  CONTROLSAND 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 June 30, 2010. 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 June 30, 2010, 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 June 30, 2010, 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.




Item 2.  UnregisteredSales of Equity Securities and Use of Proceeds





There were sales of unregistered equity securities during the six months ending June 30, 2010.





On March 30, 2010, the Company issued 400,000 restricted shares of its $0.001 par value common stock to a private investor at a price of $0.05 per share, in consideration of an investment of $20,000. The proceeds were used for working capital.





On March 30, 2010, the Company issued 10,000 restricted shares of its $0.001 par value common stock to an employee, at a price of $0.05 per share, in consideration work performed on the Company’s various websites.





On March 30, 2010, the Company issued 100,000 restricted shares of its $0.001 par value common stock to a private investor. These shares were purchased in April of 2009, pursuant to the terms of a Subscription Agreement; however, the shares were not issued until March of 2010 at the request of the investor. The proceeds were used for working capital.





On May 14, 2010, the Company issued 50,000 restricted shares of its $0.001 par value common stock at $0.01 to an employee pursuant to the terms of an employment agreement.





On July 6, 2010, the Company issued 110,000 restricted shares of its $0.001 par value common stock to Global Renaissance Entertainment Group, Inc. (“GREG”), in exchange for a five percent (5%) non-diluted equity interest in GREG, pursuant to the terms of a Share Exchange Agreement entered into on July 1, 2010, in connection with its obligation under a Joint Venture Agreement with GREG dated October 19, 2009.





On August 9, 2010, the Company issued 50,000 restricted shares of its $0.001 par value common stock at $0.01 to an executive employee pursuant to the terms of an employment agreement.





On August 9, 2010, the Company issued 100,000 restricted shares of its $0.001 par value common stock at $0.01 to an executive employee pursuant to the terms of an employment agreement.





On August 9, 2010, the Company issued 100,000 restricted shares of its $0.001 par value common stock at $0.01 to an employee pursuant to the terms of an employment agreement.





Each of the forgoing transactions is believed to be exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof. No commissions were paid in connection with these private issuances or sales.




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Item3.   Defaults Upon Senior Securities





None.




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





None.




Item 5.   Other Information





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 entitled, American Sunset (the “Film”). The documents evidencing this transaction are filed as exhibits to this quarterly report.


(See Note 5 of Notes to Consolidated Financial Statements – Film Participation Agreements)





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 a feature film with MPH Productions. The documents evidencing this transaction are filed as exhibits to this quarterly report.  Additional information can be found at the following website, which is not operated by the Company:  http://www.drkrm.com/ghost2.html.  (See Note 5 of Notes to Consolidated Financial Statements – Film Participation Agreements)





On July 1, 2010, we formalized our employment relationship with Terry Gabby, who serves as the Company’s Controller, with the execution of an employment agreement. This agreement provides for a salary of $1,000 per month, and stock compensation of 100,000 shares of restricted common stock, which was issued on August 9, 2010.





On July 1, 2010, the Company entered into a Share Exchange Agreement with Global Renaissance Entertainment Group, Inc. (“GREG”), whereby the Company issued 110,000 restricted shares of its $0.001 par value common stock to GREG in exchange for a five percent (5%), non-diluted equity interest in the capital stock of GREG, as required under the terms of a Joint Venture Agreement with GREG dated October 19, 2009. GREG owns the rights to adapt certain literary works written by Omar Tyree, including the best selling novels of Flyy Girl and Leslie, into feature films. This summary is qualified in its entirety by reference to the Share Exchange Agreement filed as an exhibit to this quarterly report.





On August 9, 2010, the Company’s wholly-owned subsidiary, Global Universal Entertainment (“GUE”) entered into an Executive Employment Agreement with Jeffrey Bowler, who will serve as president of Global Universal Entertainment, the Company’s U.S. Film Production subsidiary.  Mr. Bowler is an award winning American filmmaker and executive and was co-founder of Insomnia Media Group, a highly successful film and TV, development,  finance and production company with offices on the Universal Studios lot.  In connection with his employment agreement, the Company issued Mr. Bowler an initial 100,000 shares of its $0.001 par value, restricted common stock. Additional terms and conditions provide for compensation and benefits commensurate with other executives and stock options in accordance with the terms of his employment agreement.  This summary is qualified in its entirety by reference to the Executive Employment Agreement filed as an exhibit to this quarterly report.




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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 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)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, 2006




26




10.20

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, 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 14, 2010)23.1*

Consent of Independent Registered Public Accounting Firm31.1*

Certification of Gary Rasmussen pursuant to Section 302 of the Sarbanes-Oxley Act31.2*

Certification of Stanley Weiner pursuant to Section 302 of the Sarbanes-Oxley Act32.1*

Certification of Gary Rasmussen pursuant to Section 906 of the Sarbanes-Oxley Act32.2*

Certification of Stanley Weiner pursuant to Section 906 of the Sarbanes-Oxley Act


* Filed herewith.




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)August 20, 2010
By:
/s/ Gary RasmussenGary RasmussenChief Executive Officer








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