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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2006
Commission File Number 000-51737
 GLOBAL EMPLOYMENT HOLDINGS, INC.
  Delaware
(State or other jurisdiction 
of incorporation)
    
    43-2069359
(IRS Employer
Identification Number)
 10375 Park Meadows Drive, Suite 375
Lone Tree, Colorado
(Address of Principal Executive Offices)
    
    80124
(Zip Code)
 (303) 216-9500
 Securities registered pursuant to Section 12(b) of the Act: None
 Title of Each Class
    
    Name of Each Exchange on Which Registered
    
    N/A
  o þ
 o þ
 þ o
 þ
  o o þ
 o þ




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##### 



PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    1ITEM 11. EXECUTIVE COMPENSATION
    
    
    5ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    15ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    18ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    20PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    22SIGNATURESCertification of CEO President Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO/President, and CFO Pursuant to 18 U.S.C. Section 1350




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EXPLANATORY NOTE
 FORWARD LOOKING STATEMENTS




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND EXECUTIVE OFFICERS
  Information Concerning the Nominees for Election as Directors  Howard Brill
 Luci Staller Altmanbecame a director in March 2006 and is a member of our compensation committee. Ms. Altman is
general counsel of GreenStone Media LLC, a producer and syndicator of female-oriented talk programming. From January
2004 to March 2007 she served as vice president  law with Adelphia Communications Corporation, a cable television
company. Prior to joining Adelphia, Ms. Altman was a partner at Torys LLP between 2002 and 2003 and a partner and
associate at Brobeck, Phleger & Harrison LLP between 1995 and 2002. Ms. Altman earned her law degree from Columbia
University School of Law and her B.A. degree in English and economics from the University of Pennsylvania . Richard Goldman
 Charles Gwirtsman
 Steven List
  1




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Jay Wells
  Name
    
    Age
    
    PositionHoward Brill
    
    
    36
    
    
    President, chief executive officer and director of Global Employment HoldingsSteven List
    
    
    37
    
    
    Chief operating officer and director of Global Employment HoldingsDan Hollenbach
    
    
    51
    
    
    Chief financial officer of Global Employment HoldingsTerry Koch
    
    
    53
    
    
    President of PEO servicesStephen Pennington
    
    
    64
    
    
    President of staffing servicesLuci Staller Altman
    
    
    40
    
    
    Director of Global Employment HoldingsRichard Goldman
    
    
    50
    
    
    Director of Global Employment HoldingsCharles Gwirtsman
    
    
    53
    
    
    Director of Global Employment HoldingsJay Wells
    
    
    44
    
    
    Director of Global Employment Holdings
   Dan Hollenbach
 Terry Koch
  2




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Robert Larkin
 Stephen Pennington
 The Board of Directors and Committees Thereof
   Affirmative determinations regarding director independence and other matters
     Committees of the board of directors
   3




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Audit committee
  Compensation committee
    Communications with the board of directors
  Nomination of directors
   4




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Code of conduct
  
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation discussion and analysis
 Compensation philosophy
    Compensation program
  
    
    Individual performance;
    
    The success of the business division within the individuals area of responsibility;
    
    Competitiveness with salary levels of similarly sized companies;
    
    Internal compensation comparability standards and;
    
    Our ability to pay an appropriate and competitive salary based upon our size and profitability.
  5




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Executive compensation for fiscal 2006
  Compensation Deductibility Policy
   6




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##### Table of Contents



Compensation of Howard Brill, our president and chief executive officer
  
    
    Base salary: Mr. Brill received a base salary of $375,000.
    
    Annual incentive compensation: Pursuant to Mr. Brills incentive
compensation arrangement, Mr. Brill received a $187,500 bonus for
fiscal 2006 based on our earnings before interest, income taxes,
depreciation, and amortization. The bonus represented 50% of his base
salary.
    
    Long-term incentive compensation: Mr. Brill did not receive any long
term compensation awards during fiscal year 2006.
    
    Retention bonus compensation: Mr. Brill received a $400,000 retention
bonus during fiscal 2006 in connection with our March 2006
recapitalization.
  7




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##### Table of Contents



Summary compensation table
  Name and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Otherprincipal position
    
    Year
    
    
    Salary
    
    
    Bonus
    
    
    awards
    
    
    awards
    
    
    compensation
    
    
    TotalHoward Brill
    
    
    2006
    
    
    
    358,846
    
    
    
    187,500
    
    
    
    
    
    
    
    
    
    
    
    412,624
    (1)(2)
    
    
    958,970(Chief executive officer)Dan Hollenbach
    
    
    2006
    
    
    
    170,678
    
    
    
    45,000
    
    
    
    
    
    
    
    
    
    
    
    30,000
    (1)
    
    
    245,673(Chief financial officer)Stephen Pennington
    
    
    2006
    
    
    
    195,154
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    255,000
    (1)
    
    
    500,154(President of staffing
services)Robert Larkin
    
    
    2006
    
    
    
    205,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    261,500
    (1)
    
    
    466,500(President of PEO
services) (3)Terry Koch
    
    
    2006
    
    
    
    150,000
    
    
    
    42,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192,000(President of PEO
services) (4)
 (1)
    
    Includes retention bonuses paid in connection with our March 2006
recapitalization in the following amounts of the following
individuals: Howard Brill $400,000, Dan Hollenbach $30,000, Robert
Larkin $261,500 and Stephen Pennington $255,000.(2)
    
    Consists of automobile lease payments or automobile allowance. In Mr.
Brills case, an aggregate of $10,500 in automobile lease payments or
automobile allowance and $2,124 of health insurance premiums.(3)
    
    Effective January 2, 2007, Mr. Larkin retired from his full-time
position as president of our PEO services segment. Mr. Larkin will
continue to serve Global in a part-time consulting capacity for the
foreseeable future.(4)
    
    Mr. Koch served as the chief financial officer and chief operating
officer of Southeastern Staffing, Inc., a subsidiary of our wholly
owned subsidiary Global Employment Solutions, Inc., until January 1,
2007. Effective January 2, 2007, we appointed him as our president of
our PEO services segment to replace Robert Larkin.
 Grants of plan-based awards and our management equity plan
    8




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Name
    
    Number of OptionsHoward Brill
    
    
    262,500Dan Hollenbach
    
    
    72,916Terry Koch (1)
    
    
    54,028Stephen Pennington
    
    
    72,011
 (1)
    
    Mr. Koch served as the chief financial officer and chief
operating officer of Southeastern Staffing, Inc., a
subsidiary of our wholly owned subsidiary Global Employment
Solutions, Inc., until January 1, 2007. Effective January
2, 2007, we appointed him president of our PEO services
segment to replace Robert Larkin upon Mr. Larkins
retirement.
   9




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Employment Contracts, Termination of Employment and Change in Control
 Howard Brill  President and chief executive officer
     Steven List  Chief operating officer
     10




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Dan Hollenbach  Chief financial officer and principal accounting officer
    Terry Koch  President of PEO services
     11




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Robert Larkin  Former president of PEO services
  Stephen Pennington  President of staffing services
  Severance benefits and terms of our standard form release agreement
  Name
    
    Benefit (base pay)Howard Brill
    
    Two years base salary and bonus equal to the amount paid for the previous yearDan Hollenbach
    
    One year base salary and bonus equal to the amount paid for the previous yearTerry Koch
    
    One year base salarySteven List
    
    One year base salary and bonus equal to the amount paid for the previous yearStephen Pennington
    
    One year base salary and bonus equal to the amount paid for the previous year
   12




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Compensation of Directors
 Change inpension value andNon-equity
    
    
    nonqualifiedincentive
    
    
    deferredplan
    
    
    compensation
    
    
    All otherName
    
    Fee earned
    
    
    Stock awards
    
    
    Option awards
    
    
    compensation
    
    
    earnings
    
    
    compensation
    
    
    Total(amounts in dollars)Luci Staller Altman
    
    $
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    15,000Richard Goldman
    
    $
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,000Charles Gwirtsman
    
    $
    11,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    11,250Steven List
    
    $
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    20,000Jay Wells
    
    $
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    20,000
   Member of the board
    
    
    10.0
    %Chairperson of the board
    
    
    9.0
    %Committee chairperson:Compensation
    
    
    7.0
    %Audit
    
    
    11.0
    %Serve on a committee:Compensation
    
    
    4.0
    %Audit
    
    
    5.5
    %
  13




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Name
    
    Number of optionsLuci Staller Altman
    
    
    24,500Richard Goldman
    
    
    34,125Charles Gwirtsman
    
    
    45,500Steven List (1)
    
    
    12,323Jay Wells
    
    
    36,750
 (1)
    
    We initially awarded Mr. List 34,125 options on February
14, 2007, of which 11,375 vested upon grant. Upon his
becoming our chief operating officer on March 14, 2007, our
compensation committee awarded Mr. List an aggregate of
100,000 stock options as further disclosed herein under the
caption Executive Compensation  Grants of plan-based
awards and our management equity plan. In connection
therewith, we agreed to accelerate the vesting of 948
options granted on February 14, 2007, the pro rata share of
the 34,125 aggregate amount of the options that would have
vested between February 14, 2007 and March 13, 2007. Mr.
List retained the 11,375 stock options that vested upon
grant and agreed to forfeit the remaining 21,802 options he
received as a director on February 14, 2007.
 Compensation committee interlocks and insider participation
      14




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REPORT OF THE
COMPENSATION COMMITTEE
 The following report does not constitute soliciting material and is not considered filed or
incorporated by reference into any other filing by Global under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.
  SUBMITTED BY THE COMPENSATIONCOMMITTEE OF THE BOARD OF DIRECTORS*Charles Gwirtsman, ChairmanLuci Staller AltmanDated: May 25, 2007
    
    Richard Goldman
 *
    
    Steven List served on our compensation committee until March 13, 2007
upon his appointment as our chief operating officer. Mr. List took
part in the committees meetings, discussions and decisions until that
point in time, except for the meetings, discussions and decisions
involving the terms of his employment as our chief operating officer,
but he did not review nor discuss the compensation discussion and
analysis with management.
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    15




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Securities beneficially ownedShares ofcommon
    
    
    Percentage ofstock
    
    
    commonbeneficially
    
    
    stockName of beneficial owner
    
    owned
    
    
    outstandingPrincipal security holders:Howard Brill(1)
    
    
    668,952
    
    
    
    10.6
    %Stephen Pennington(2)
    
    
    341,033
    
    
    
    5.6
    %Directors and executive officers:Howard Brill(1)
    
    
    668,952
    
    
    
    10.6
    %Dan Hollenbach(3)
    
    
    78,174
    
    
    
    1.3
    %Robert Larkin(4)
    
    
    219,454
    
    
    
    3.6
    %Terry Koch(5)
    
    
    155,363
    
    
    
    2.6
    %Stephen Pennington(2)
    
    
    341,033
    
    
    
    5.6
    %Luci Staller Altman(6)
    
    
    18,375
    
    
    
    *Richard Goldman(7)
    
    
    21,583
    
    
    
    *Charles Gwirtsman(8)
    
    
    237,021
    
    
    
    3.9
    %Steven List(9)
    
    
    38,723
    
    
    
    *Jay Wells(10)
    
    
    14,362
    
    
    
    *All directors and executive officers as a group (ten persons)
    
    
    1,793,040
    
    
    
    27.5
    %
 *
    
    Denotes less than 1%.(1)
    
    Includes 379,052 shares of common stock, 184,000 shares of common stock issuable upon conversion
of a convertible note, 18,400 shares of common stock issuable upon exercise of a warrant, and
87,500 shares of common stock issuable upon exercise of options vested on February 14, 2007.(2)
    
    Includes 315,005 shares of common stock, 1,840 shares of common stock issuable upon conversion of
a convertible note, 184 shares of common stock issuable upon exercise of a warrant, and 24,004
shares of common stock issuable upon exercise of options vested on February 14, 2007.(3)
    
    Includes 48,764 shares of common stock, 4,640 shares of common stock issuable upon conversion of
a convertible note, 464 shares of common stock issuable upon exercise of a warrant, and 24,306
shares of common stock issuable upon exercise of options vested on February 14, 2007.(4)
    
    On January 2, 2007, Mr. Larkin retired from his full-time position as president of our
professional employer organization, referred to herein as PEO, services segment. Mr. Larkin will
continue to serve Global in a part-time consulting capacity for the foreseeable future.(5)
    
    Upon Mr. Larkins retirement, we appointed Mr. Koch as president of our PEO services segment on
January 2, 2007. Includes 131,281 shares of common stock, 5,520 shares of common stock issuable
upon conversion of a convertible note, 552 shares of common stock issuable upon exercise of a
warrant, and 18,010 shares of common stock issuable upon exercise of options vested on February
14, 2007.(6)
    
    Includes 9,280 shares of common stock issuable upon conversion of a convertible note, 928 shares
of common stock issuable upon exercise of a warrant, and 8,167 shares of common stock issuable
upon exercise of options vested on February 14, 2007.
  16




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(7)
    
    Includes 9,280 shares of common stock issuable upon conversion of a convertible note, 928 shares
of common stock issuable upon exercise of a warrant, and 11,375 shares of common stock issuable
upon exercise of options vested on February 14, 2007.(8)
    
    Includes (i) 5,005 shares of common stock directly owned by Mr. Gwirtsman, (ii) 3,754 shares
owned by his spouse, (iii) 1,001 shares held by his spouse as custodian for his children, (iv)
104,446 shares owned by KRG Capital Management, L.P., of which Mr. Gwirtsman is a managing
director, (v) 58,023 shares owned by KRG Colorado, LLC, of which Mr. Gwirtsman is a managing
director, (vi) 29,385 shares owned by Capital Resources Growth, Inc., of which Mr. Gwirtsman is
the President and sole shareholder, (vii) 18,400 shares of common stock issuable upon conversion
of a convertible note and 1,840 shares of common stock issuable upon exercise of a warrant owned
by Gwirtsman Family Partners, LLC, of which Mr. Gwirtsman is the manager and a member, and (viii)
15,167 shares of common stock issuable upon exercise of options vested on February 14, 2007. For
the securities owned by KRG Capital Management and KRG Colorado, Mr. Gwirtsman shares voting and
investment power with the other managing directors thereof.(9)
    
    Includes 24,000 shares of common stock issuable upon conversion of a convertible note, 2,400
shares of common stock issuable upon exercise of a warrant, 11,375 shares of common stock
issuable upon exercise of options vested on February 14, 2007, and 948 shares of common stock
issuable upon exercise of options vested on March 13, 2007.(10)
    
    Includes 1,920 shares of common stock issuable upon
conversion of a convertible note, 192 shares of common
stock issuable upon exercise of a warrant, and 12,250
shares of common stock issuable upon exercise of options
vested on February 14, 2007.
 Securities authorized for issuance under equity compensation plans
 Number ofsecuritiesremainingNumber of
    
    
    
    
    
    
    available forsecurities to
    
    
    
    
    
    
    future issuancebe issued
    
    
    
    
    
    
    under equityupon
    
    
    Weighted
    
    
    compensationexercise of
    
    
    average exercise
    
    
    plans
    
    
    Total ofoutstanding
    
    
    price of
    
    
    (excluding
    
    
    securitiesoptions,
    
    
    outstanding
    
    
    securities
    
    
    reflected inwarrants
    
    
    options, warrants
    
    
    reflected in
    
    
    columnsand rights
    
    
    and rights
    
    
    column (a))
    
    
    (a) and (c)Plan category
    
    (a)
    
    
    (b)
    
    
    (c)
    
    
    (d)Equity compensation plans approved by security holders
    
    
    
    
    
    $
    
    
    
    
    2,100,000
    
    
    
    2,100,000Equity compensation plans not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TOTAL
    
    
    
    
    
    $
    
    
    
    
    2,100,000
    
    
    
    2,100,000
   17




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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Transactions with persons holding 5% or more of our outstanding common stock, directors and management
      18




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Name
    
    Relationship
    
    Principal Amount
    
    Interest EarnedHoward Brill
    
    President, chief executive officer and director
    
    $
    1,150,000
    
    
    $
    46,000Dan Hollenbach
    
    Chief financial officer
    
    $
    29,000
    
    
    $
    1,160Terry Koch
    
    President of PEO services
    
    $
    34,500
    
    
    $
    1,380Steven List
    
    Chief operating officer
    
    $
    150,000
    
    
    $
    6,000Stephen Pennington
    
    President of staffing services
    
    $
    11,500
    
    
    $
    460Luci Staller Altman
    
    Director
    
    $
    58,000
    
    
    $
    2,320Richard Goldman
    
    Director
    
    $
    58,000
    
    
    $
    2,320Charles Gwirtsman
    
    Director
    
    $
    115,000
    (1)
    
    $
    4,600
    (2)Jay Wells
    
    Director
    
    $
    12,000
    
    
    $
    480
 (1)
    
    Purchased by Gwirtsman Family Partners, LLC of which Mr. Gwirtsman is the manager and a member.(2)
    
    Paid to Gwirtsman Family Partners, LLC of which Mr. Gwirtsman is the manager and a member.
    Review, approval or ratification of transactions with related persons
   19




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ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
 REPORT OF THE
AUDIT COMMITTEE
 The following report does not constitute soliciting material and is not considered filed or
incorporated by reference into any other filing by Global under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.
   Professional Standards Independence Discussions with Audit Committees
   20




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SUBMITTED BY THE AUDIT COMMITTEE OFTHE BOARD OF DIRECTORS *Jay Wells, ChairmanRichard Goldman
 *
    
    Steven List served on our compensation committee until March 13, 2007
upon his appointment as our chief operating officer. Mr. List took
part in the committees meetings and decisions until that point in
time but he did not take part in drafting or submitting this report of
the audit committee.
 INDEPENDENT AUDIT FEES AND RELATED MATTERS
  Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
  21




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  (3) Exhibits
  31.1*
    
    Rule 13a-14(a) Certification of CEO of Global Employment Holdings, Inc.31.2*
    
    Rule 13a-14(a) Certification of CFO of Global Employment Holdings, Inc.32.1*
    
    Written Statement of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. Section 1350)
 *
    
    Filed herein.
  22




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SIGNATURES
 Global Employment Holdings, Inc.
RegistrantBy:
    /s/ Howard BrillMay 25, 2007
    
    Howard BrillPresident and Chief Executive Officer th
 Principal Executive Officer and Director:
 /s/ Howard Brill
    
    President and Chief Executive Officer andHoward Brill
    
    Director
 Principal Financial and Accounting Officer:
 /s/ Dan Hollenbach
    
    Chief Financial Officer, Treasurer andDan Hollenbach
    
    Secretary
 Directors:
 /s/ Luci Staller Altman 
Luci Staller Altman
    
    Director/s/ Charles Gwirtsman 
Charles Gwirtsman
    
    Director/s/ Richard Goldman 
Richard Goldman
    
    Director/s/ Steven List 
Steven List
    
    Chief Operating Officer and Director/s/ Jay Wells 
Jay Wells
    
    Director




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EXHIBIT INDEX
 Exhibit Number
    
    Description of Document31.1
    
    Certification of Chief Executive Officer as required by
Rule 13a-14(a) of the Securities and Exchange Act of
1934, as amended31.2
    
    Certification of Chief Financial Officer as required by
Rule 13a-14(a) of the Securities and Exchange Act of
1934, as amended32.1
    
    Written Statement of Chief Executive Officer and
Interim Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350)