UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
  FORM
10-Q
 _______________
  x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended June 30, 2009
  o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from
______to______.
  GLOBAL
HOLDINGS, INC.
 (Exact
name of registrant as specified in Charter
  Nevada
                
                333-150651
                
                20-8403198(State
      or other jurisdiction of
                  incorporation
      or organization)
                
                (Commission
      File No.)
                
                (IRS
      Employee Identification No.)
 
 P.O.
Box 6053
 East
Brunswick, New Jersey 08816
 (Address
of Principal Executive Offices)
 _______________
  (732)
991-5610
 (Issuer
Telephone number)
 _______________
  (Former
Name or Former Address if Changed Since Last Report)
  Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was 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 o No o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
  Large
Accelerated Filer o     Accelerated
Filer o     Non-Accelerated
Filer o     Smaller
Reporting Company x
  Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
 Yes o  No x
  State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of August 14, 2009: 18,224,000 shares of common stock.
  
  GLOBAL
HOLDINGS, INC.
  FORM
10-Q
  June
30, 2009
  INDEX
   PART
I-- FINANCIAL INFORMATION
  Item
      1.
              Financial
      StatementsItem
      1A.
              Risk
      FactorsItem
      2.
              Management’s
      Discussion and Analysis of Financial ConditionItem
      3
              Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
              Control
      and Procedures
  PART
II-- OTHER INFORMATION
  Item
      1
              Legal
      ProceedingsItem
      2.
              Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
              Defaults
      Upon Senior SecuritiesItem
      4.
              Submission
      of Matters to a Vote of Security HoldersItem
      5.
              Other
      InformationItem
      6.
              Exhibits
      and Reports on Form 8-K
  SIGNATURE
   
   Item 1. Financial
Information
 
 Global
Holdings, Inc. and Subsidiary
 (A
Development Stage Company)
 Consolidated
Financial Statements
 June
30, 2009
 (Unaudited)
 
  CONTENTS
  Page(s)Consolidated
      Balance Sheets – As of June 30, 2009 (Unaudited)and
      December 31, 2008 (Audited)
                1Consolidated
      Statements of Operations –For
      the Three Months Ended June 30, 2009 and 2008, for the Six
      MonthsEnded
      June 30, 2009 and 2008 and for the period from January 29,
      2007(Inception)
      to June 30, 2009 (Unaudited)
                2Consolidated
      Statements of Cash Flows –For
      the Six Months Ended June 30, 2009 and 2008 and for thePeriod
      from January 29, 2007 (Inception) to June 30, 2009
    (Unaudited)
                3Notes
      to Consolidated Financial Statements (Unaudited)
                4 -
      11
  
  Global
      Holdings, Inc. and Subsidiary(A
      Development Stage Company)Consolidated Balance SheetsJune
      30, 2009
                          
                          
                          December
      31, 2008(Unaudited)
                          
                          
                          (Audited)AssetsCurrent
      AssetsCash
                          
                          $
                          -
                          
                          
                          $
                          736Total
      Current Assets
                          
                          
                          -
                          
                          
                          
                          736Total
      Assets
                          
                          $
                          -
                          
                          
                          $
                          736Current
      LiabilitiesAccounts
      payable
                          
                          $
                          2,386
                          
                          
                          $
                          16,650Loans
      payable - related party
                          
                          
                          41,114
                          
                          
                          
                          7,964Accrued
      interest payable - related party
                          
                          
                          930
                          
                          
                          
                          58Total
      Current Liabilities
                          
                          
                          44,430
                          
                          
                          
                          24,672Stockholders’
      DeficitPreferred
      stock ($0.0001 par value, 5,000,000 shares authorized,none
      issued and outstanding)
                          
                          
                          -
                          
                          
                          
                          -Common
      stock ($0.0001 par value, 200,000,000 shares authorized,196,819,200
      shares issued and outstanding)
                          
                          
                          19,682
                          
                          
                          
                          19,682Additional
      paid in capital
                          
                          
                          26,918
                          
                          
                          
                          26,918Deficit
      accumulated during development stage
                          
                          
                          (91,030
                          )
                          
                          
                          (70,536
                          )Total
      Stockholders’ Deficit
                          
                          
                          (44,430
                          )
                          
                          
                          (23,936
                          )Total
      Liabilities and Stockholders’ Deficit
                          
                          $
                          -
                          
                          
                          $
                          736
    1
  Global Holdings, Inc. and Subsidiary(A
      Development Stage Company)Consolidated
      Statements of Operations(Unaudited)For
      the Three Months Ended June 30,
                      
                      
                      For
      the Six Months Ended June 30,
                      
                      
                      For
      the Period from January 29, 2007 (inception) to2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008
                      
                      
                      June
      30, 2009Revenues
                      
                      $
                      -
                      
                      
                      $
                      1,484
                      
                      
                      $
                      -
                      
                      
                      $
                      1,484
                      
                      
                      $
                      1,484General
      and administrative
                      
                      
                      6,130
                      
                      
                      
                      8,056
                      
                      
                      
                      20,494
                      
                      
                      
                      21,025
                      
                      
                      
                      92,514Net
      loss
                      
                      $
                      (6,130
                      )
                      
                      $
                      (6,572
                      )
                      
                      $
                      (20,494
                      )
                      
                      $
                      (19,541
                      )
                      
                      $
                      (91,030
                      )Net
      loss per share - basic and diluted
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )Weighted
      average number of shares outstandingduring
      the period - basic and diluted
                      
                      
                      196,819,200
                      
                      
                      
                      195,631,200
                      
                      
                      
                      196,819,200
                      
                      
                      
                      195,595,655
                      
                      
                      
                      195,335,317
     2
   Global Holdings, Inc. and Subsidiary(A
      Development Stage Company)Consolidated
      Statements of Cash Flows(Unaudited)For
      the Six Months Ended June 30,
                            
                            
                            For
      the period from January 29, 2007 (Inception) to2009
                            
                            
                            2008
                            
                            
                            June
      30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                            
                            $
                            (20,494
                            )
                            
                            $
                            (19,541
                            )
                            
                            $
                            (91,030
                            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stock
      issued for services - related parties
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,550Stock
      issued for services
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            22,250Accounts
      payable
                            
                            
                            (14,264
                            )
                            
                            
                            -
                            
                            
                            
                            2,386Accrued
      interest payable - related party
                            
                            
                            872
                            
                            
                            
                            -
                            
                            
                            
                            930Net
      Cash Used in Operating Activities
                            
                            
                            (33,886
                            )
                            
                            
                            (19,541
                            )
                            
                            
                            (63,914
                            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Receipt
      of prior period stock subscriptions
                            
                            
                            -
                            
                            
                            
                            16,900
                            
                            
                            
                            -Proceeds
      from loans payable - related party
                            
                            
                            33,150
                            
                            
                            
                            -
                            
                            
                            
                            41,114Proceeds
      from issuance of common stock
                            
                            
                            -
                            
                            
                            
                            5,900
                            
                            
                            
                            22,800Net
      Cash Provided by Financing Activities
                            
                            
                            33,150
                            
                            
                            
                            22,800
                            
                            
                            
                            63,914Net
      increase (decrease) in cash
                            
                            
                            (736
                            )
                            
                            
                            3,259
                            
                            
                            
                            (0
                            )Cash
      - beginning of period
                            
                            
                            736
                            
                            
                            
                            -
                            
                            
                            
                            -Cash
      - end of period
                            
                            $
                            (0
                            )
                            
                            $
                            3,259
                            
                            
                            $
                            (0
                            )Supplemental Disclosure of Cash Flow
      InformationCash
      paid during the period for:Income
      taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Interest
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
    3
  Global
Holdings, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 June
30, 2009
 (Unaudited)
  Note 1 Basis of
Presentation
  The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, or cash flows. It is management's
opinion, however, that all material adjustments (consisting of normal recurring
adjustments) have been made which are necessary for a fair financial statement
presentation.
 
 The
unaudited interim financial statements should be read in conjunction with the
Company’s Annual Report on Form 10-K, which contains the audited financial
statements and notes thereto, together with the Management’s Discussion and
Analysis, for the year ended December 31, 2008.  The interim
results for the period ended June 30, 2009 are not necessarily indicative of
results for the full fiscal year.
 
 Note 2 Nature of Operations
and Summary of Significant Accounting Policies
 
 Nature
of Operations
 
 Global
Holdings, Inc. is a Nevada corporation incorporated on January 29, 2007. On
September 26, 2007, the Company formed its wholly owned subsidiary, BZ
Commercial Corp, a New Jersey corporation. The Company assists in securing asset
based financing for smaller companies throughout the United States and
Canada.
 
 Principles
of Consolidation
 
 All
significant intercompany accounts and transactions have been eliminated in
consolidation.
 
 Development
Stage
 
 The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include related
party debt funding; equity based financing, obtaining agreements with factoring
companies, and further implementation of the business plan. The Company will
look to obtain additional debt and/or equity related funding
opportunities.
 
 Risks
and Uncertainties
 
 The
Company operates in an industry that is subject to intense competition and is in
a state of fluctuation as a result of the credit crisis occurring in the United
States.  The Company's operations are subject to significant risk and
uncertainties including financial, operational, technological, and regulatory
risks including the potential risk of business failure.
  4
  Global
Holdings, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 June
30, 2009
 (Unaudited)
 Also see
Note 3 regarding going concern matters.
 
 Use
of Estimates
  The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
  Cash
and Cash Equivalents
 
 The
Company considers all highly liquid instruments purchased with a maturity of
three months or less to be cash equivalents.  The Company had no cash
equivalents at June 30, 2009 and December 31, 2008, respectively.
  The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits.  At June 30, 2009 and
December 31, 2008, respectively, there were no balances that exceeded the
federally insured limit.
 
 Revenue
Recognition
 
 The
Company recognizes consulting fees related to referrals of clients to brokerages
under separate brokerage agreements with the Company.  These clients
seek factoring services from the brokerages and the Company introduces the
client to the brokerage.
 
 The
Company follows the guidance of the Securities and Exchange Commission’s Staff
Accounting Bulletin No. 104 for revenue recognition and records revenue when all
of the following have occurred: (1) persuasive evidence of an arrangement
exists, (2) the service is completed without further obligation, (3) the sales
price to the customer is fixed or determinable, and (4) collectability is
reasonably assured.
 
 ·
                Evidence
      of the arrangement is noted by an executed brokerage
      agreement.
 ·
                Services
      rendered are noted by the Company’s referral of a client and the closing
      of a transaction between the referred client and the broker with whom the
      Company has executed a brokerage
agreement.
 ·
                Price
      is fixed and determinable pursuant to the terms of a brokerage agreement,
      typically 10% of commissions earned at closing by the
      brokerage.
 ·
                Collectability
      is reasonably assured as the nature of the closed transactions are for
      fund raising purposes; therefore, the referred clients are deemed able to
      pay all closing costs.  To date, the Company has not had any
      collectability issues.
 
 
 5
 Global
Holdings, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 June
30, 2009
 (Unaudited)
 Earnings
per Share
 
 Basic
earnings (loss) per share is computed by dividing net income (loss) by weighted
average number of shares of common stock outstanding during each
period.  Diluted income per share is computed by dividing net income
by the weighted average number of shares of common stock, common stock
equivalents and potentially dilutive securities outstanding during each
period.  For the period from January 29, 2007 (inception) to June 30,
2009, the Company had no common stock equivalents that could potentially dilute
future earnings (loss) per share; hence, a separate computation of diluted
earnings (loss) per share is not presented.
 
 On June
18, 2009, the Company authorized a 10.8 to 1 stock split.  All share
and per share amounts have been retroactively restated.
 
 Stock-Based
Compensation
 
 All
share-based payments to employees is recorded and expensed in the statement of
operations as applicable under SFAS No. 123R “Share-Based
Payment”.  SFAS No. 123(R) requires the measurement and
recognition of compensation expense for all share-based payment awards made to
employees and directors including grants of employee stock options based on
estimated fair values.  The Company has used the Black-Scholes
option-pricing model to estimate grant date fair value for all option
grants.
 
 Share-based
compensation expense is based on the value of the portion of share-based payment
awards that is ultimately expected to vest during the year, less expected
forfeitures.  SFAS No. 123R requires forfeitures to be estimated at
the time of grant and revised, if necessary in subsequent periods if actual
forfeitures differ from those estimates.
 
 Non-Employee
Stock Based Compensation
 
 Stock-based
compensation awards issued to non-employees for services are recorded at either
the fair value of the services rendered or the instruments issued in exchange
for such services, whichever is more readily determinable, using the measurement
date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18,
“Accounting for Deficit
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF 96-18”).
 
 Fair
Value of Financial Instruments
 
 The
carrying amounts of the Company’s short-term financial instruments, including
accounts payable, loans payable - related party and accrued interest payable -
related party, approximate fair value due to the relatively short period to
maturity for these instruments.
 
 
 6
 Global
Holdings, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 June
30, 2009
 (Unaudited)
 Segment
Information
 
 The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."  During 2009 and 2008, the
Company only operated in one segment; therefore, segment information has not
been presented.
 
 Recent
Accounting Pronouncements
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, changes in a parent’s ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent’s ownership interest
while the parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment. SFAS 160 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The adoption of SFAS No. 160 did not have a material effect on
the Company’s financial position, results of operations or cash
flows.
 
 In
December 2007, the FASB issued SFAS 141R,“Business Combinations” (“SFAS
141R”), which replaces FASB SFAS 141,“Business
Combinations”.  This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves
control.  SFAS 141R will require an entity to record separately from
the business combination the direct costs, where previously these costs were
included in the total allocated cost of the acquisition.  SFAS 141R
will require an entity to recognize the assets acquired, liabilities assumed,
and any non-controlling interest in the acquired at the acquisition date, at
their fair values as of that date.  This compares to the cost
allocation method previously required by SFAS No. 141.  SFAS 141R will
require an entity to recognize as an asset or liability at fair value for
certain contingencies, either contractual or non-contractual, if certain
criteria are met.  Finally, SFAS 141R will require an entity to
recognize contingent consideration at the date of acquisition, based on the fair
value at that date.  This Statement will be effective for business
combinations completed on or after the first annual reporting period beginning
on or after December 15, 2008.  Early adoption of this standard is not
permitted and the standards are to be applied prospectively
only.  Upon adoption of this standard, there would be no impact to the
Company’s results of operations and financial condition for acquisitions
previously completed.  The adoption of SFAS No. 141R did not have a
material effect on the Company’s financial position, results of operations or
cash flows.
 
 
 7
 Global
Holdings, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 June
30, 2009
 (Unaudited)
 In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active” (“FSP FAS157-3”), with an immediate effective
date, including prior periods for which financial statements have not been
issued.FSPFAS157-3 amends FAS 157 to clarify the application of fair value in
inactive markets and allows for the use of management’s internal assumptions
about future cash flows with appropriately risk-adjusted discount rates when
relevant observable market data does not exist.  The objective of FAS 157
has not changed and continues to be the determination of the price that would be
received in an orderly transaction that is not a forced liquidation or
distressed sale at the measurement date.  The adoption ofFSPFAS157-3
is not expected to have a material effect on the Company’s financial position,
results of operations or cash flows.
 
 In April
2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not
Active and a Transaction Is Not Distressed,” which further clarifies the
principles established by SFAS No. 157. The guidance is effective for the
periods ending after June 15, 2009 with early adoption permitted for the periods
ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to
have a material effect on the Company’s financial position, results of
operations, or cash flows.
 
 In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during which management of a reporting entity should evaluate events
or transactions that may occur for potential recognition or disclosure in the
financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. SFAS 165 is
effective for interim or annual financial periods ending after June 15, 2009.
The Company is evaluating the impact the adoption of SFAS 165 will have on its
financial statements.
 
 In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.
  8
 Global
Holdings, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 June
30, 2009
 (Unaudited)
 
 In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.
 
 In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a replacement of
FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.
generally accepted accounting principles. Rules and interpretive releases of the
SEC under authority of federal securities laws are also sources of authoritative
GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in SFAS 168. All other accounting literature not
included in the Codification is nonauthoritative. The Codification is not
expected to have a significant impact on the Company’s financial
statements.
 
 Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
 
 Note 3 Going
Concern
 
 As
reflected in the accompanying financial statements, the Company has a net loss
of $20,494 and net cash used in operations of $33,886 for the six months ended
June 30, 2009; and a working capital deficit of $44,430, an accumulated deficit
of $91,030 and a stockholders’ deficit of $44,430 at June 30,
2009.  In addition, the Company is in the development stage and has
not yet generated any significant revenues.
 
 The
ability of the Company to continue as a going concern is dependent on
Management's plans, which include potential asset acquisitions, mergers or
business combinations with other entities as well as continued efforts in
obtaining debt or equity based financing. The accompanying financial statements
have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of
business.  These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.
 
 
 9
 
 Global
Holdings, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 June
30, 2009
 (Unaudited)
 
 Note 4 Loans Payable –
Related Party
 
 During
2007, the Company’s Chief Executive Officer advanced $964 to pay the Company’s
expenses.  The advance is non-interest bearing, unsecured and due on
demand.
 
 During
December 2008, the Company’s Chief Executive Officer advanced $7,000 to pay the
Company’s expenses. The loan bears interest at 10%, is due one year from the
issuance date and is unsecured.
 
 During
March 2009, the Company’s Chief Executive Officer advanced $500 to pay Company
expenses. The loan bears interest at 10%, is due one year from the issuance date
and is unsecured.
 
 During
April 2009, the Company’s Chief Executive Officer advanced $12,100 to pay
Company expenses. The loan bears interest at 10%, is due one year from the
issuance date and is unsecured.
 
 During
May 2009, the Company’s Chief Executive Officer advanced $20,000 to pay Company
expenses. The loan bears interest at 10%, is due one year from the issuance date
and is unsecured.
 
 During
June 2009, the Company’s Chief Executive Officer advanced $550 to pay Company
expenses. The loan bears interest at 10%, is due one year from the issuance date
and is unsecured.
 
 All
advances represent a 100% concentration in debt financing.
 
 Note 5 Stockholders’
Deficit
 
 During
March 2007, the Company issued 167,400,000 shares of common stock, having a fair
value of $1,550 ($0.000001/share), to its founders for services
rendered.
 
 During
March 2007, the Company issued 27,000,000 shares of common stock, having a fair
value of $250 ($0.000001/share), based upon issuances of common stock to
founders for services rendered.
 
 During
October through December 2007, the Company issued 912,600 shares of common stock
to third party investors under a private placement in exchange for subscriptions
receivable of $16,900 ($0.02/share), based upon the cash-offering
price.  These subscriptions were received in January
2008.
 
 During
January and February 2008, the Company issued 318,600 shares of common stock to
third party investors under a private placement for $5,900
($0.02/share).
 
 On July
21, 2008, the Company issued 108,000 shares of common stock for legal services
rendered, having a fair value of $2,000 ($0.02/share), based upon the recent
cash offering price.
 
 During
2008, the Company issued 1,080,000 shares of common stock for consulting
services, having a fair value of $20,000 ($0.02/share), based upon the recent
cash offering price.
  10
  Global
Holdings, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 June
30, 2009
 (Unaudited)
   Note 6 Share
Purchase Agreement
 
 On April
13, 2009, the Company, its Chairman and Chief Executive Officer and its
Secretary (collectively, the “Sellers”) entered into a Share Purchase Agreement
(the “Agreement”) with Alpha 1 Security, Inc. (the “Purchaser”), pursuant to
which the Sellers, shareholders of the Company, agree to sell an aggregate of
164,009,439 shares, which represents 83% of the issued and outstanding common
shares of the Company, to the Purchaser. The transaction was expected to close
within 30 days of this Agreement (the “Closing Date”). On the Closing Date,
pursuant to the terms of the Agreement, the Sellers shall transfer 83% of all
the issued and outstanding shares of the Company (the “Shares”) to the Purchaser
for a purchase price of $370,000 (the “Purchase Price”).
 
 The
Purchase Price shall be paid in the following manner:
 
 1.
                Upon
      the execution of this Agreement, the Purchaser shall transfer $195,000 to
      the Sellers in accordance with the terms of this
  Agreement.
 
 2.
                Within
      30 calendar days of the date of this Agreement, the Purchaser shall
      transfer $175,000 to be held in escrow in accordance with the terms of
      this Agreement.  In the event that the Additional Payment is not
      received within the thirty day period, then Purchaser can extend such
      period for an additional fifteen (15) days at its sole discretion. In
      consideration for such extension, the Sellers shall retain an additional
      1,944,000 shares of the Company. In the event that the Purchaser does not
      make the Additional Payment in a timely manner, chooses not to exercise
      this option or exercises the option and fails to make the Additional
      Payment within 15 days, then this Definitive Agreement shall be deemed
      null and void and Sellers shall retain the Initial
  Payment.
 
 3.
                On
      May 15, 2009, the agreement was amended to say $170,000 will be paid upon
      signing the amendment and the additional $200,000 will be paid within
      30 days. The sellers received $170,000 on May 17, 2009, but as of today no
      other monies have been paid. Alpha 1 is in violation of the agreement. To
      date, the sellers have informally extended this payment date, however,
      there is no certainty this agreement will
  close.
 
 Note 7 Subsequent
Events
 
 The
Company has evaluated for subsequent events between the balance sheet date of
June 30, 2009 and August 17, 2009, the date the financial statements
were issued.
   11
  ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
  Plan of
Operation
  Global
Holdings, Inc. was incorporated in the State of Nevada in January 2007. In
September 2007, the Company formed its wholly-owned subsidiary, BZ Commercial.
The Company is a development stage principally engaged in the business of
providing consulting to commercial corporations whose sales volumes are
under $1,000,000 per year. Through its subsidiary, the Company will attempt to
secure Asset Based Financing facilities which could include Factoring, Inventory
Lending, Purchase Order Financing, Accounts Receivable Financing and many other
types of Asset Based Lending Facilities from lenders. In this regard, Factoring
is the sale of a company’s invoices to a third party, known as a Factor. A
Factor will purchase a company’s invoices for up to 90% of the total amount. The
company would then get needed cash now and the Factor takes on the risk of
collecting the payments from the company’s customers. The creditworthiness of
the company’s customers is very important and leads to better terms from a
Factor.
  Founded
in 2007, the Company will target companies throughout the United States and
Canada. The focus will be companies that cannot easily secure asset-backed
financing. Specifically, the companies focused on may have management or
historical corporate issues, be newly formed, have limited equity and/or
sustained losses that depreciate the value of the specific company’s
assets.
 
 We expect
to have agreements in place with bank lenders whom will pay us a fixed
percentage of any loans or fees earned that will occur between our referred
clients and the bank lender. We may also charge a fee to the client if we are
successful in securing a financial arrangement.
 
 Typically,
we will have potential clients fill out applications and provide us with
substantial business information, such as historical data, reference, credit
reports, etc., which we will package and supply to lenders that we feel will
give our clients the best possible service, rates and systems. Upon receiving
approval from a lender to proceed with financing, we will assist our clients
with deal execution and are only compensated when financing is received for our
clients.
 
 Results of
Operation
 
 For the
six months ended June 30, 2009 and we had no revenues and for the six months
ended June 30, 2008 we had $1,484 in revenues.  Expenses for the
six months ended June 30, 2009 and for the six months ended June 30, 2008
totaled $20,494, and $21,025, respectively resulting in a loss from operations
of $20,494 and $19,541, respectively.
  Liquidity and CapitalResources
  As of
June 30, 2009 and December 31, 2008, we had $0 and $736, respectively in
cash.
 
 We do not
believe we can satisfy our cash requirements for the next twelve months with our
current cash and completion of our plan of operation is subject to
attaining adequate revenue or raising additional funds.  We cannot assure
investors that adequate revenues will be generated or we will be able to raise
funds as needed. In the absence of generating sufficient revenues or raising
money we have been unable to proceed with our plan of
operations.
  We
anticipate that our operational, and general and administrative expenses for the
next 12 months will total approximately $50,000. We do not anticipate the
purchase or sale of any significant equipment. We also do not expect any
significant additions to the number of employees. The foregoing represents
our best estimate of our cash needs based on current planning and business
conditions. The exact allocation, purposes and timing of any monies raised in
subsequent private financings may vary significantly depending upon the
exact amount of funds raised and our progress with the execution of our business
plan.
  We are
still pursuing this plan but to date we have not been able to raise additional
funds through either debtor equity offerings, without this additional cash we
have been unable to pursue out plan of operations and begin generating revenue.
We believe that we may not be able to raise the necessary funds to continue to
pursue our business operations. As a result of the foregoing, we have recently
begun to explore our options regarding the development of a new business plan
and direction. We are currently engaged in discussions with a company regarding
the possibility of a reverse merger involving out company. At this stage, no
definitive terms have been agreed to and neither party is currently bound to
precede with the merger.
  12
  On April
13, 2009, the Company, its Chairman and Chief Executive Officer and its
Secretary (collectively, the “Sellers”) entered into a Share Purchase Agreement
(the “Agreement”) with Alpha 1 Security, Inc. (the “Purchaser”), pursuant to
which the Sellers, shareholders of the Company, agree to sell an
aggregate of 164,009,439 shares, which represents 83% of the issued and
outstanding common shares of the Company, to the Purchaser. The transaction was
expected to close within 30 days of this Agreement (the “Closing Date”). On the
Closing Date, pursuant to the terms of the Agreement, the Sellers shall transfer
83% of all the issued and outstanding shares of the Company (the “Shares”) to
the Purchaser for a purchase price of $370,000 (the “Purchase Price”). The
Purchase Price shall be paid in the following manner:
 
 1.
                Upon
      the execution of this Agreement, the Purchaser shall transfer $195,000 to
      the Sellers in accordance with the terms of this
  Agreement.
 
 2.
                Within
      30 calendar days of the date of this Agreement, the Purchaser shall
      transfer $175,000 to be held in escrow in accordance with the terms of
      this Agreement.  In the event that the Additional Payment is not
      received within the thirty day period, then Purchaser can extend such
      period for an additional fifteen (15) days at its sole discretion. In
      consideration for such extension, the Sellers shall retain an additional
      1,944,000 shares of the Company. In the event that the Purchaser does not
      make the Additional Payment in a timely manner, chooses not to exercise
      this option or exercises the option and fails to make the Additional
      Payment within 15 days, then this Definitive Agreement shall be deemed
      null and void and Sellers shall retain the Initial
  Payment.
 
 3.
                On
      May 15, 2009, the agreement was amended to say $170,000 will be paid upon
      signing the amendment and the additional $200,000 will be paid within
      30 days. The sellers received $170,000 on May 17, 2009, but as of today no
      other monies have been paid. Alpha 1 is in violation of the agreement.
      To date, the sellers have informally extended this payment date,
      however, there is no certainty this agreement will
  close.
 Critical Accounting
Policies
  Global
Holdings financial statements and related public financial information are based
on the application of accounting principles generally accepted in the United
States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates
can also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere
to GAAP and are consistently and conservatively applied. We base our estimates
on historical experience and on various other assumptions that we believe
to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions.
We continue to monitor significant estimates made during the preparation of our
financial statements.
  Our
significant accounting policies are summarized in Note 2 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, Global Holdings views certain of these
policies as critical. Policies determined to be critical are those policies that
have the most significant impact on Global Holdings' financial statements
and require management to use a greater degree of judgment and estimates. Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause effect on our results
of operations, financial position or liquidity for the periods presented in this
report.
   13
   Recent Accounting
Pronouncements
  In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51”(“SFAS 160”). SFAS 160
establishes accounting and reporting standards for ownership interests in
subsidiaries held by parties other than the parent, changes in a parent’s
ownership of a noncontrolling interest, calculation and disclosure of the
consolidated net income attributable to the parent and the noncontrolling
interest, changes
in a parent’s ownership interest while the parent retains its controlling
financial interest and fair value measurement of any retained noncontrolling
equity investment.
SFAS 160 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The adoption of SFAS No. 160 did not have a material effect on
the Company’s financial position, results of operations or cash
flows.
  In
December 2007, the FASB issued SFAS 141R, “Business Combinations”(“SFAS 141R”), which replaces FASB SFAS 141, “Business Combinations”.This
Statement retains
the fundamental requirements in SFAS 141 that the acquisition method of
accounting be used for all business combinations and for an acquirer to be
identified for each
business combination. SFAS 141R defines the acquirer as the entity that obtains
control of one or more businesses in the business combination and establishes
the acquisition
date as the date that the acquirer achieves control. SFAS 141R will require an
entity to record separately from the business combination the direct costs,
where previously
these costs were included in the total allocated cost of the acquisition. SFAS
141R will require an entity to recognize the assets acquired, liabilities
assumed, and any
non-controlling interest in the acquired at the acquisition date, at their fair
values as of that date. This compares to the cost allocation method previously
required by SFAS
No. 141. SFAS 141R will require an entity to recognize as an asset or liability
at fair value for certain contingencies, either contractual or non-contractual,
if certain criteria
are met. Finally, SFAS 141R will require an entity to recognize contingent
consideration at the date of acquisition, based on the fair value at that date.
This Statement
will be effective for business combinations completed on or after the first
annual reporting period beginning on or after December 15, 2008. Early adoption
of this standard
is not permitted and the standards are to be applied prospectively only. Upon
adoption of this standard, there would be no impact to the Company’s results of operations
and financial condition for acquisitions previously completed. The adoption of
SFAS No. 141R did not have a material effect on the Company’s financial position,
results of operations or cash flows.
 
 In
October 2008, the FASB issued FSP FAS 157-3, “Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active”(“FSP FAS
157-3”), with an
immediate effective date, including prior periods for which financial statements
have not been issued. FSP FAS 157-3 amends FAS 157 to clarify the application of fair
value in inactive markets and allows for the use of management’s internal
assumptions about future cash flows with appropriately risk-adjusted discount
rates when relevant
observable market data does not exist. The objective of FAS 157 has not changed
and continues to be the determination of the price that would be received in an orderly
transaction that is not a forced liquidation or distressed sale at the
measurement date. The adoption of FSP FAS 157-3 is not expected to have a
material effect on the
Company’s financial position, results of operations or cash flows.
  In April
2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not
Active and a Transaction Is Not Distressed,”which further clarifies the
principles established
by SFAS No. 157. The guidance is effective for the periods ending after June 15,
2009 with early adoption permitted for the periods ending after March 15, 2009. The
adoption of FSP FAS 157-4 is not expected to have a material effect on the
Company’s financial position, results of operations, or cash flows.
  In May
2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165
establishes general standards of accounting for and disclosure of events that occur
after the balance sheet date but before financial statements are issued or are
available to be issued. SFAS 165 sets forth (1) The period after the balance
sheet date during
which management of a reporting entity should evaluate events or transactions
that may occur for potential recognition or disclosure in the financial
statements, (2) The
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and (3) The
disclosures that an
entity should make about events or transactions that occurred after the balance
sheet date. SFAS 165 is effective for interim or annual financial periods ending
after June 15,
2009. The Company is evaluating the impact the adoption of SFAS 165 will have on
its financial statements.
  In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial
assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement, if any,
in transferred financial
assets. SFAS 166 is effective as of the beginning of each reporting entity’s
first annual reporting period that begins after November 15, 2009, for interim
periods within
that first annual reporting period and for interim and annual reporting periods
thereafter. The Company is evaluating the impact the adoption of SFAS 166 will
have on its
financial statements.
   14
   In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprisesinvolved
with variable interest entities and to address (1) the effects on certain
provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation
ofVariable
Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application ofcertain
key provisions of Interpretation 46(R), including those in which the accounting
and disclosures under the Interpretation do not always provide timely and usefulinformation
about an enterprise’s involvement in a variable interest entity. SFAS 167 is
effective as of the beginning of each reporting entity’s first annual reporting
periodthat
begins after November 15, 2009, for interim periods within that first annual
reporting period, and for interim and annual reporting periods thereafter. The
Company isevaluating
the impact the adoption of SFAS 167 will have on its financial
statements.
  In June
2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles—a
 replacement
of FASB Statement No. 162”. The FASB Accounting Standards Codification
(“Codification”) will be the single source of authoritative nongovernmental U.S.generally
accepted accounting principles. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative GAAP forSEC
registrants. SFAS 168 is effective for interim and annual periods ending after
September 15, 2009. All existing accounting standards are superseded as
described inSFAS 168.
All other accounting literature not included in the Codification is
nonauthoritative. The Codification is not expected to have a significant impact
on theCompany’s
financial statements.
  Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a
material impact on the financial statements upon
adoption.
 Off Balance Sheet
Transactions
 
 None.
  Item
3. Quantitative and Qualitative Disclosures About Market Risk
 
 Not
required for a Smaller Reporting Company.
 
 Item
4T.  Controls and Procedures
 
 (a) Evaluation of Disclosure
Controls. Mitchell Cohen, our Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of our disclosure controls and procedures
as of the end of the period covered by this report8 pursuant to Rule 13a-15(b)
of the Securities and Exchange Act. Disclosure controls and procedures are
controls and other procedures that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
as appropriate to allow timely decisions regarding required disclosure. Based on
his evaluation, Mr. Cohen concluded that our disclosure controls and procedures
were effective as of June 30, 2009.
 
 It should
be noted that any system of controls, however well designed and operated, can
provide only reasonable, and not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions
 
 (b)
  Changes in internal
control over financial reporting. There have been no changes in our
internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. Our management team will
continue to evaluate our internal control over financial reporting in 2009 as we
implement our Sarbanes Oxley Act testing.
    15
  PART
II - OTHER INFORMATION
  Item
1. Legal Proceedings.
  We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
 
 Item
1A. Risk Factors
 
 None.
  Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
  None.
  Item
3. Defaults Upon Senior Securities.
  None
  Item
4. Submission of Matters to a Vote of Security Holders.
  None.
  Item
5. Other Information.
  None
  Item
6. Exhibits and Reports of Form 8-K.
  (a)         Exhibits
  31.1         Certification
pursuant to Section 302 of Sarbanes Oxley Act of 2002
  32.1         Certification
pursuant to Section 906 of Sarbanes Oxley Act of 2002
  (b)         Reports
of Form 8-K
  On April 17, 2009, we filed a Form 8k with the SEC based on the share purchase
agreement with Alpha 1, Inc
  16
  SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  GLOBAL
      HOLDINGS, INC.Date:
      August 17, 2009
              By:
              /s/
      Mitchell CohenMitchell
      CohenPresident ,
      CFO,
                Chairman
      of the Board of Directors
  GLOBAL
      HOLDINGS, INC.Date:
      August 17, 2009
              By:
              /s/
      Stuart DavisStuart
      DavisSecretary
      and Director