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 February 28, 2009

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

    For the transition period from ___________ to ___________

                        Commission File Number 000-50643


                        GLOBAL ENTERTAINMENT CORPORATION
             (Exact name of registrant as specified in its charter)

            Nevada                                               86-0933274
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

1600 N Desert Drive, Suite 301, Tempe, AZ                          85281
(Address of principal executive offices)                         (Zip Code)

                                 (480) 994-0772
              (Registrant's telephone number, including area code)

              (Former name, former address and former fiscal year,
                         if changed since last report)

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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.): Yes [ ] No [X]

At February  28,  2009,  6,627,112  shares of Global  Entertainment  Corporation
common stock were outstanding.
<PAGE>
                        GLOBAL ENTERTAINMENT CORPORATION
                                      INDEX
                               REPORT ON FORM 10-Q
                     FOR THE QUARTER ENDED FEBRUARY 28, 2009


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements                                                   3

     Condensed Consolidated Balance Sheets - As of February 28, 2009
     (Unaudited) and May 31, 2008                                              3

     Condensed Consolidated Statements of Operations (Unaudited) - Three
     and Nine Months Ended February 28, 2009 and February 29, 2008             4

     Condensed Consolidated Statements of Changes in Stockholders'
     Equity - Year Ended May 31, 2008 and Nine Months Ended
     February 28, 2009 (Unaudited)                                             5

     Condensed Consolidated Statements of Cash Flows (Unaudited) -
     Nine Months Ended February 28, 2009 and February 29, 2008                 6

     Notes to Condensed Consolidated Financial Statements                      7

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                                 20
Item 3. Quantitative and Qualitative Disclosures about Market Risk            28
Item 4T. Controls and Procedures                                              28

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                     29
Item 1A. Risk Factors                                                         29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds           29
Item 3. Defaults upon Senior Securities                                       29
Item 4. Submission of Matters to a Vote of Security Holders                   29
Item 5. Other Information                                                     29
Item 6. Exhibits                                                              29

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
              AS OF FEBRUARY 28, 2009 (UNAUDITED) AND MAY 31, 2008
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                        February 28,         May 31,
                                                                           2009               2008
                                                                         --------           --------
<S>                                                                      <C>                <C>
                                         ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                              $  1,233           $    443
  Accounts receivable, net of $64 and $2 allowance at
   February 28, 2009 and May 31, 2008                                       1,681              1,111
  Prepaid expenses and other assets                                           498                239
  Investment in Wenatchee project                                              --             34,473
  Assets to be disposed                                                        --              2,167
                                                                         --------           --------
      TOTAL CURRENT ASSETS                                                  3,412             38,433

Property and equipment, net                                                   801                266
Goodwill                                                                      519                519
Deferred income tax asset                                                     112                 --
Other assets                                                                  316                108
Minority interests                                                             25                 38
                                                                         --------           --------
      TOTAL ASSETS                                                       $  5,185           $ 39,364
                                                                         ========           ========

                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                                       $  1,108           $  7,718
  Accrued liabilities                                                         929                750
  Deferred revenues                                                           238                 24
  Notes payable - current portion                                             109             27,220
  Liabilities related to assets to be disposed                                 --                233
                                                                         --------           --------
      TOTAL CURRENT LIABILITIES                                             2,384             35,945

Deferred income tax liability                                                 117                117
Notes payable - long-term portion                                              97                180
                                                                         --------           --------
      TOTAL LIABILITIES                                                     2,598             36,242
                                                                         --------           --------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Preferred stock - $.001 par value; 10,000,000 shares
   authorized; no shares issued or outstanding                                 --                 --
  Common stock - $.001 par value; 50,000,000 shares
   authorized; 6,627,112 and 6,625,114 shares issued and outstanding
   as of February 28, 2009 and May 31, 2008                                     7                  7
  Paid-in capital                                                          10,953             10,930
  Accumulated deficit                                                      (8,373)            (7,815)
                                                                         --------           --------
      TOTAL STOCKHOLDERS' EQUITY                                            2,587              3,122
                                                                         --------           --------
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $  5,185           $ 39,364
                                                                         ========           ========
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.

                                       3
<PAGE>
                GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
   FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
                                   (UNAUDITED)
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                    Three Months Ended                 Nine Months Ended
                                                               ------------------------------    ------------------------------
                                                               February 28,      February 29,    February 28,      February 29,
                                                                  2009              2008            2009              2008
                                                               -----------       -----------     -----------       -----------
<S>                                                            <C>               <C>             <C>               <C>
REVENUES:
  Project development fees                                     $       100       $       317     $       578       $       523
  Project management fees                                              247               132           1,473               376
  Facility management fees                                           1,067               783           2,240             2,482
  Ticket service fees                                                  766             1,039           2,081             2,993
  Advertising sales commissions                                        115               150             493               629
  Concession revenue                                                   282                --             412                --
  License fees - league dues and other                                 517               616           1,407             1,653
  License fees - intial and transfer                                   443                --             443               430
                                                               -----------       -----------     -----------       -----------
      TOTAL REVENUES                                                 3,537             3,037           9,127             9,086
                                                               -----------       -----------     -----------       -----------
OPERATING COSTS:
  Cost of revenues                                                   1,939             1,590           4,337             4,862
  General and administrative costs                                   1,681             1,405           4,897             6,195
                                                               -----------       -----------     -----------       -----------
      TOTAL OPERATING COSTS                                          3,620             2,995           9,234            11,057
                                                               -----------       -----------     -----------       -----------
INCOME (LOSS) FROM OPERATIONS                                          (83)               42            (107)           (1,971)
                                                               -----------       -----------     -----------       -----------
OTHER INCOME (EXPENSE):
  Interest income                                                        6                13              18                89
  Interest expense                                                     (47)              (13)           (408)              (21)
  Minority interests                                                   (18)               --             (13)              (20)
                                                               -----------       -----------     -----------       -----------
      TOTAL OTHER INCOME (EXPENSE)                                     (59)               --            (403)               48
                                                               -----------       -----------     -----------       -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES          (142)               42            (510)           (1,923)
INCOME TAX BENEFIT                                                      --               107              --               107
                                                               -----------       -----------     -----------       -----------
INCOME (LOSS) FROM CONTINUING OPERATIONS                              (142)              149            (510)           (1,816)
LOSS FROM DISCONTINUED OPERATIONS, NET OF INCOME TAXES                  --               (72)            (48)             (218)
                                                               -----------       -----------     -----------       -----------
NET INCOME (LOSS)                                              $      (142)      $        77     $      (558)      $    (2,034)
                                                               ===========       ===========     ===========       ===========
EARNINGS(LOSS) PER SHARE:
  Basic-
    Income (loss) from continuing operations                   $     (0.02)      $      0.02     $     (0.08)      $     (0.28)
    Loss from discontinued operations                                   --             (0.01)             --             (0.03)
                                                               -----------       -----------     -----------       -----------
    Net income (loss)                                          $     (0.02)      $      0.01     $     (0.08)      $     (0.31)
                                                               ===========       ===========     ===========       ===========
  Diluted-
    Income (loss) from continuing operations                   $     (0.02)      $      0.02     $     (0.08)      $     (0.28)
    Loss from discontinued operations                                   --             (0.01)             --             (0.03)
                                                               -----------       -----------     -----------       -----------
    Net income (loss)                                          $     (0.02)      $      0.01     $     (0.08)      $     (0.31)
                                                               ===========       ===========     ===========       ===========
WEIGHTED AVERAGE SHARES OUTSTANDING:
  Basic                                                          6,627,112         6,541,598       6,626,072         6,518,491
                                                               ===========       ===========     ===========       ===========
  Diluted                                                        6,627,112         6,542,004       6,626,072         6,518,491
                                                               ===========       ===========     ===========       ===========
</TABLE>
               The accompanying notes are an integral part of the
                  condensed consolidated financial statements.

                                       4
<PAGE>
                GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
   FOR THE YEAR ENDED MAY 31, 2008 AND THE NINE MONTHS ENDED FEBRUARY 28, 2009
                                   (UNAUDITED)
                      (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                        Common Stock
                                                  ------------------------       Paid-in      Accumulated
                                                  Shares            Amount       Capital        Deficit         Total
                                                  ------            ------       -------        -------         -----
<S>                                            <C>                <C>          <C>            <C>            <C>
BALANCE AT MAY 31, 2007                         6,508,173          $     7      $  10,731      $  (3,784)     $   6,954

Exercise of options                                13,941               --             --             --             --

Issuance of common stock for restricted
stock                                               3,000               --             --             --             --

Stock-based compensation - restricted stock            --               --             36             --             36

Issuance of stock                                 100,000               --            163             --            163

Net loss for the fiscal year ended
 May 31, 2008                                          --               --             --         (4,031)        (4,031)
                                                ---------          -------      ---------      ---------      ---------

BALANCE AT MAY 31, 2008                         6,625,114                7         10,930         (7,815)         3,122

Issuance of common stock for restricted
stock                                               1,998               --             --             --             --

Stock-based compensation - restricted stock            --               --             23             --             23

Net loss for the nine months ended
 February 28, 2009                                     --               --             --           (558)          (558)
                                                ---------          -------      ---------      ---------      ---------

BALANCE AT FEBRUARY 28, 2009                    6,627,112          $     7      $  10,953      $  (8,373)     $   2,587
                                                =========          =======      =========      =========      =========
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.

                                       5
<PAGE>
                GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED FEBRUARY 28, 2009 AND FEBRUARY 29, 2008
                           (UNAUDITED) (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                             Nine Months Ended
                                                                      -------------------------------
                                                                      February 28,       February 29,
                                                                         2009               2008
                                                                       --------           --------
<S>                                                                    <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                             $   (558)          $ (2,034)
  Adjustments to reconcile net loss to net cash
   used in operating activities -
     Depreciation                                                           127                100
     Unbilled earnings on Wenatchee project                                (555)              (352)
     Provision for doubtful accounts                                        270                 71
     Issuance of stock to vendor                                             --                163
     Other non-cash items                                                    36                  3
     Discontinued operations and related impairment charges                   5                (61)
     Changes in assets and liabilities, net of businesses
      acquired and disposed -
        Accounts receivable                                                (810)               316
        Income taxes receivable                                              --                (75)
        Prepaid expenses and other assets                                  (473)                72
        Accounts payable                                                   (944)              (490)
        Accrued liabilities                                                 179                (67)
        Deferred revenues                                                   214                 92
                                                                       --------           --------
          Net cash used in operating activities                          (2,509)            (2,262)
                                                                       --------           --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in Wenatchee project                                       (23,023)           (17,119)
  Proceeds from sale of Wenatchee project                                52,400                 --
  Deposit of restricted cash                                             (1,250)                --
  Release of restricted cash                                              1,250                 --
  Proceeds from disposition of Cragar, net of expenses                    1,790                 --
  Purchase of property and equipment                                       (674)              (119)
  Proceeds from sale of property and equipment - Cragar                      --                 21
                                                                       --------           --------
          Net cash provided by (used in) investing activities            30,493            (17,217)
                                                                       --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Notes payable proceeds                                                 22,031             16,200
  Notes payable payments                                                (49,225)               (16)
                                                                       --------           --------
          Net cash provided by (used in) financing activities           (27,194)            16,184
                                                                       --------           --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        790             (3,295)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              443              4,252

                                                                       --------           --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                               $  1,233           $    957
                                                                       ========           ========

SUPPLEMENTAL DISCLOSURES:
  Interest  paid                                                       $    408           $      8
                                                                       ========           ========
  Income taxes paid (received)                                         $     --           $     --
                                                                       ========           ========
</TABLE>

                 The accompanying notes are an integral part of
                the condensed consolidated financial statements.

                                       6
<PAGE>
                GLOBAL ENTERTAINMENT CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
                   BASIS OF PRESENTATION AND USE OF ESTIMATES
--------------------------------------------------------------------------------

DESCRIPTION OF THE COMPANY

Global  Entertainment  Corporation  (referred  to in this  report as "we," "us,"
"Global,",  "Company" or "GEC") is an integrated event and entertainment company
that is engaged,  through its wholly owned  subsidiaries,  in sports management,
multipurpose  events  center and related real estate  development,  facility and
venue management and marketing, and venue ticketing. We are primarily focused on
projects located in mid-size communities in the United States.

Our current operating subsidiaries are Western Professional Hockey League, Inc.,
Global Properties I, International Coliseums Company, Inc., Global Entertainment
Marketing  Systems,  Inc.,  Global  Entertainment  Ticketing,   Encore  Facility
Management,  and Global Food  Service,  LLC,  which  formed in fiscal  2009.  In
addition,  facility  management  operations are conducted  under separate wholly
owned limited liability companies.

We, through our wholly owned  subsidiary,  Western  Professional  Hockey League,
Inc., are the operator of the Western Professional Hockey League (WPHL), a minor
league   professional  hockey   organization,   and  are  the  licensor  of  the
independently  owned  hockey  teams which  participate  in the league.  WPHL has
entered into a joint  operating  agreement with the Central Hockey League,  Inc.
(CHL, Inc.). The effect of the joint operating agreement is that the two leagues
had their  respective  teams join together and operate under the Central  Hockey
League name (as the League).  The terms of the joint operating  agreement define
how the League will operate.

The League is a structured  licensed  sports league,  which  includes  competing
teams located in various states, including Texas, Colorado,  Kansas,  Louisiana,
Mississippi, South Dakota, New Mexico, Oklahoma, and Arizona. There are 17 teams
in the  2008-09  season and there were 17 teams in the 2007-08  season.  In each
season 13 teams were  licensed by WPHL. In each season,  4 teams,  each of which
was an original CHL, Inc. team,  continue to operate under a sanction  agreement
that requires direct payments to the League pursuant to the terms and conditions
of the original CHL, Inc. agreements.

Global  Properties I (GPI) provides services in targeted  mid-sized  communities
across the United  States  related to the  development  of  multipurpose  events
centers.  International  Coliseums Company, Inc. (ICC), manages the construction
of multipurpose events centers in mid-market  communities.  GPI's development of
multipurpose  events centers promotes the development of the League by assisting
potential   licensees  in  securing  quality  venues  in  which  to  play  minor
professional hockey league games.

Global  Entertainment  Marketing Systems,  Inc. (GEMS),  promotes,  markets, and
sells  various  services  related  to  multipurpose   entertainment  facilities,
including  all  contractually  obligated  income (COI)  sources such as facility
naming  rights,  luxury  suite  sales,  club seat  license  sales,  and facility
sponsorship agreements.

Global  Entertainment  Ticketing  (GetTix) provides  ticketing  services for the
multipurpose  event centers  developed by GPI,  existing League  licensees,  and
various  other  entertainment  venues,   theaters,   concert  halls,  and  other
facilities and event coordinators.  GetTix provides a full ticketing solution by
way of box office,  phone,  internet and  print-at-home  service  that  utilizes
distribution outlets in each market.  GetTix uses third-party,  state-of-the-art
software to deliver ticketing  capabilities  that include database  flexibility,
easy season and group options, financial reporting and marketing resources.

                                       7
<PAGE>
Encore Facility  Management  (Encore) provides a full complement of multipurpose
events  center  operational  services.  These  services  provide  administrative
oversight  in the  areas of  facility/property  management  and  finance,  event
bookings,  and food and  beverage.  Encore is currently  involved  with facility
management of multipurpose  events centers developed by GPI. Facility management
operations are conducted under separate limited liability companies.

Global Food  Service,  LLC,  formed in fiscal  2009,  manages  the food  service
operations at the Wenatchee, Washington facility.

On  August  1,  2008,  we  closed  a  transaction  pursuant  to  which  we  sold
substantially  all of the  assets  of our  subsidiary  Cragar  Industries,  Inc.
(Cragar),  a licensor of an automotive  aftermarket  wheel trademark and brand -
CRAGAR(R).  The assets  consisted  primarily of intangible  property,  including
trademarks, service marks and domain names. The purchase price was approximately
$1.9  million  in  cash.  Of the  cash  proceeds,  $0.1  million  was  used  for
transaction-related costs and $1.25 million was aside in a restricted account as
security for a letter of credit until  December 2008. The remainder of the funds
was made available for working capital and general corporate purposes.

BASIS OF PRESENTATION

The condensed  consolidated  financial statements include the accounts of Global
Entertainment  Corporation  and its wholly owned  subsidiaries,  WPHL, GPI, ICC,
GEMS,  Encore,  GetTix,  Global Food  Service,  LLC and  Cragar,  as well as the
limited  liability  companies  formed  for  facility  management.   Intercompany
balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q. Accordingly, they
do not include all the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for fair presentation have been included.

Operating  results for the three and nine month periods ended February 28, 2009,
are not necessarily  indicative of the results that may be expected for the year
ending May 31, 2009, or for any other period.

For  further  information,  refer  to the  financial  statements  and  footnotes
included in our report on Form 10-K for the year ended May 31, 2008.

Certain  reclassifications  are  reflected  in prior  periods for the purpose of
consistent presentation.

USE OF ESTIMATES

Management uses estimates and assumptions in preparing  financial  statements in
accordance with accounting  principles  generally accepted in the United States.
Those  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities,  the  disclosure  of  contingent  assets and  liabilities,  and the
reported revenues and expenses.  Actual results may vary from the estimates that
were assumed in preparing the condensed consolidated financial statements.

Significant  accounting  policies  are  described  in the  audited  consolidated
financial  statements and notes thereto  included in our Report on Form 10-K for
the year ended May 31, 2008, as supplemented by the following:

     *    Project  development  fees  are  fees  earned  for  services  such  as
          feasibility studies, cost analyses, vendor identification and contract
          negotiation  support.  Project  development  fees are recognized  when
          persuasive  evidence  of an  arrangement  exists,  services  have been
          rendered,  the fee is fixed and  determinable,  and  collectability is
          reasonably  assured.  If a project proceeds to construction these fees
          are typically recognized at or prior to ground breaking, but not prior
          to a contract for the services being executed.

                                       8
<PAGE>
     *    We account for  stock-based  compensation in accordance with Statement
          of Financial Accounting Standards No. 123R,  "Share-Based Payment". We
          recognize  compensation cost for stock-based awards issued after March
          1, 2006, over the requisite service period for each separately vesting
          tranche,  as if multiple  awards were  granted.  Compensation  cost is
          based on  grant-date  fair value using  quoted  market  prices for our
          common stock.

We believe our critical accounting policies and material estimates include,  but
are not limited to, revenue  recognition,  the allowance for doubtful  accounts,
arena  guarantees,  the carrying value of goodwill,  the realization of deferred
income  tax  assets,  the  fair  value of  liability  related  to the  secondary
guarantee  related to a worker's  compensation  program,  and the  allocation of
expenses,  division of profit or loss relating to the joint operating agreement,
and  the  application  of  the  percentage-of-completion   method.  Due  to  the
uncertainties  inherent in the estimation  process and the significance of these
items, it is at least reasonably  possible that the estimates in connection with
these items could be materially revised within the next year.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".  The
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value measurements. We adopted this statement prospectively effective
June 1, 2008,  and there was no impact on our  financial  position or results of
operations.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial Liabilities".  This statement permits entities to
choose to measure many  financial  instruments  and certain  other items at fair
value. An entity shall report unrealized gains and losses on items for which the
fair value  option has been  elected in  earnings at each  subsequent  reporting
date. We adopted this statement  prospectively  effective June 1, 2008 and there
was no impact on our financial  position or results of  operations.  We have not
elected the fair value option for any eligible items.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated  Financial Statements,  an amendment of ARB No. 51". This statement
establishes accounting and reporting standards for noncontrolling interests in a
subsidiary  and for the  deconsolidation  of a subsidiary.  The  statement  also
provides  consolidated  income  statement  presentation  guidance  and  requires
expanded disclosures.  This statement is effective for our fiscal year beginning
June 1, 2009,  and interim  periods  within  that year.  The  statement  will be
applied prospectively,  except for the presentation and disclosure requirements,
which will be applied retrospectively for all periods presented. We have not yet
evaluated  the effect  this  statement  will have on our  financial  position or
results of operations.

In  November  2007 the EITF  issued  EITF 07-01  "Accounting  for  Collaborative
Agreements".  This  consensus  prohibits  application  of the  equity  method of
accounting  to  activities  performed  outside  of a separate  legal  entity and
requires  revenues and costs  incurred  with third  parties in  connection  with
collaborative  agreements  be presented  gross or net based on other  applicable
accounting literature.  Payments to or from collaborators should be presented in
the  income  statement  based on the  nature  of the  arrangement,  whether  the
payments are within the scope of other accounting literature,  and certain other
criteria.  The consensus is required for our fiscal year beginning June 1, 2009.
We have not yet evaluated the effect this  statement  will have on our financial
position or results of operations.

--------------------------------------------------------------------------------
                         EARNINGS (LOSS) PER SHARE (EPS)
--------------------------------------------------------------------------------

Basic earnings  (loss) per share of common stock is computed by dividing the net
income  (loss)  by the  weighted  average  number  of  shares  of  common  stock
outstanding during the period.  Diluted earnings (loss) per share is computed by
dividing net income  (loss) by the weighted  average  number of shares of common
stock and dilutive securities outstanding during the period. Dilutive securities
are not included in the weighted  average number of shares when inclusion  would
increase the income per share or decrease the loss per share. The computation of

                                       9
<PAGE>
diluted EPS equals the basic calculation in each period presented because common
stock equivalents were antidilutive due to losses from continuing operations for
each of the periods presented.

Reconciliations  of the numerators and  denominators in the EPS computations for
loss from continuing operations follow:

<TABLE>
<CAPTION>
                                                                       Three Months Ended             Nine Months Ended
                                                                  -----------------------------   ----------------------------
                                                                  February 28,     February 29,   February 28,    February 29,
                                                                     2009             2008           2009            2008
                                                                  ----------       ---------      ----------      ----------
<S>                                                               <C>              <C>            <C>             <C>
NUMERATOR (in thousands):
Basic and diluted - income (loss) from continuing
operations                                                        $     (142)      $      149      $     (510)     $   (1,816)
                                                                  ==========       ==========      ==========      ==========
DENOMINATOR:
Basic EPS - weighted average shares outstanding                    6,627,112        6,541,598       6,626,072       6,518,491
Effect of dilutive securities                                             --              406              --              --
                                                                  ----------       ----------      ----------      ----------
Diluted EPS - weighted average shares outstanding                  6,627,112        6,542,004       6,626,072       6,518,491
                                                                  ==========       ==========      ==========      ==========

Number of shares of common stock which could be
 purchased with average outstanding securities not
 included in diluted EPS because effect would be antidilutive -
   Stock options (average price of $5.00 and $4.95 for               305,333          396,719         344,906         493,606
    the three and nine months ended February 28, 2009)
   Warrants (average price of $6.79 and $6.57 for                    235,800          275,760         253,365         275,760
    the three and nine months ended February 28, 2009)
   Restricted stock                                                   30,500           14,500          25,467          19,932
</TABLE>

The  impacts  of  all  outstanding   options,   warrants  and  restricted  stock
outstanding  at February  28,  2009,  were not  included in the  calculation  of
diluted EPS for the three and nine months ended February 28, 2009, because to do
so would be  antidilutive.  Outstanding  options,  warrants and restricted stock
could potentially dilute EPS in the future.

In February 2008, we issued 100,000 shares of common stock,  valued at $1.63 per
share, in connection with a settlement agreement.  The shares were valued at the
quoted market price of our common stock on the date of settlement.

--------------------------------------------------------------------------------
                         INVESTMENT IN WENATCHEE PROJECT
--------------------------------------------------------------------------------

We provided construction management services under an agreement with the City of
Wenatchee,  Washington,  related to a multi-purpose  events center in that city.
Investment in Wenatchee on the condensed consolidated balance sheets represented
costs and estimated earnings in excess of billings on this construction project,
which we owned until the  facility  was sold to the Greater  Wenatchee  Regional
Events  Center  Public  Facilities   District  (PFD)  in  December  2008.  Costs
associated with the project,  including all direct and indirect costs, including
contract  supervision and interest during the  construction  period,  were being
recorded as investment in Wenatchee  project until the facility was completed in
the first week of October 2008. Accumulated capitalized interest, as of the date
of sale, totaled $1.6 million.

Revenues  earned  on this  project  were  recorded  based on the  ratio of costs
incurred to the total costs  expected to be  incurred.  For this  purpose,  only
costs  related  to  performance   under  the  contract  were  considered.   This
cost-to-cost  method was used because  management  believed  costs were the best
available measure of our progress on the fixed-price contract,  which could have
been  modified  by  incentive  and penalty  provisions.  As of the date of sale,
investment in Wenatchee project consisted of costs incurred of $50.6 million and
estimated  earnings  of  $1.8  million.  Under  the  terms  of our  construction
management  agreement,  we were not able to bill the City for our  services  and
received our revenue out of the proceeds from the sale of the facility. Earnings

                                       10
<PAGE>
of $1.6  million have been  included in project  management  fees and  estimated
earnings of $0.2  million have been  included  project  development  fees in the
condensed  consolidated  statements of operations  from the start of the project
through the date of sale.

Although  construction of the facility was substantially  completed in the first
week of October 2008, we had not yet made final payment to certain  construction
vendors.  Resolution of these negotiations resulted in reductions in the revenue
on this project  during the quarter  ended  February 28, 2009, of less than $0.1
million.

At  February  28, 2009 and May 31,  2008,  approximately  $0.1  million and $5.9
million of payables  related to  expenditures  on the project  were  included in
accounts payable.

--------------------------------------------------------------------------------
                                  NOTES PAYABLE
--------------------------------------------------------------------------------

As of February 28, 2009,  notes payable  consists  entirely of a note payable we
entered  into in fiscal year 2008,  in  connection  with  settlement  of a legal
matter.  The note calls for 36 payments of $10 thousand monthly through December
2010.  We recorded the present  value of the  payments,  discounted  at 7.0%, as
notes  payable  and general and  administrative  costs.  The note had an initial
present value of $0.3 million.

Our note with Marshall  Financial  Group,  LLC  (Marshall) to borrow up to $52.0
million for the  construction  of a  multi-purpose  events  center in Wenatchee,
Washington,  was paid in full when the PFD  purchased  the  facility in December
2008. The outstanding  principal  balance of the note bore interest at a rate of
prime  plus  0.25%.  Interest  on the  Marshall  note  accumulated  monthly  and
increased  both  notes  payable  and  investment  in  Wenatchee  project  in the
condensed  consolidated  balance sheet until  construction  concluded in October
2008.  After  construction,  we  expensed  $0.3 of  interest  on the note in the
quarter ended  November 30, 2008 and expensed less than $0.1 million of interest
on the note in the quarter ended February 28, 2009.

We have a $1.75  million line of credit that had a maturity of November 1, 2008,
but has been amended,  and now matures October 1, 2009. The line of credit bears
interest  at  a  daily   adjusting  LIBOR  rate  plus  2%,  subject  to  certain
adjustments.  As of February 28, 2009,  and through the date of this filing,  we
have received no cash advances on this credit facility.  Effective June 2008, we
are required to deposit  cash in the amount of any  requested  cash  advances or
letter of credit issuances.  We deposited $1.25 million of the proceeds from the
disposition  of Cragar with the bank in August 2008, as additional  security for
the letter of credit. These funds were restricted,  and unavailable to us, while
the letter of credit was  outstanding.  The letter of credit was  surrendered by
Marshall when we repaid our construction loan in December 2008. As amended,  the
line of credit is available to support up to $1.25 million in letters of credit.

The credit  facility has been secured by  substantially  all of our tangible and
intangible assets. In order to borrow, we must meet certain financial covenants,
including  maintaining  a minimum  current  ratio  (current  assets  compared to
current  liabilities)  of 1.05 as of the end of each fiscal  quarter,  a minimum
consolidated  tangible  net  worth  of  $1.75  million  as of  the  date  of the
amendment,  November 1, 2008,  and an increase in tangible net worth of at least
75% of consolidated  net income plus 100% of all increases of equity  (including
the amount of any stock offering or issuance) on each anniversary date after May
31, 2009. We must maintain a zero balance for a consecutive 30 day period during
the term of the facility.  As of February 28, 2009,  we were in compliance  with
the covenants.

--------------------------------------------------------------------------------
                            JOINT OPERATING AGREEMENT
--------------------------------------------------------------------------------

Pursuant to a joint operating  agreement  dated July 2001, CHL, Inc.,  which was
the  operator  of the  Central  Hockey  League,  and WPHL,  Inc.,  which was the
operator of WPHL,  agreed to operate the  leagues  jointly  under the trade name
"Central Hockey League",  as the "League".  The joint  operating  agreement,  as
modified  in June  2008,  provides  that  operations  are to be  governed  by an

                                       11
<PAGE>
oversight board  consisting of five members,  two of whom are designated by CHL,
Inc.,  two of whom are  designated by WPHL,  Inc., and one of whom is designated
jointly.  Despite  this  agreement,  each of WPHL,  Inc.  and CHL,  Inc.  remain
separate and distinct  legal  entities and maintain  separate books and records,
and are solely responsible for their own obligations. We own no interest in CHL,
Inc. WPHL, Inc., our wholly-owned  subsidiary,  performs all operating functions
of the League.  Revenues from League assessment fees and corporate  sponsorships
are included in our consolidated revenue and League operating costs are included
in our costs of sales and general and administrative expenses.

Net income from hockey operations is defined under the joint operating agreement
generally as revenues  from  assessment  fees and  corporate  sponsorships  less
operating  costs  from  hockey  operations.  Pursuant  to  the  joint  operating
agreement, net income from hockey operations is allocated to WPHL, Inc. and CHL,
Inc. according to the percentage of revenue,  as defined,  from teams originated
by each league that  operated  during the year.  If  expenses  exceed  operating
revenue in any given period, losses are allocated to WPHL, Inc. and CHL, Inc. on
a pro rata basis according to the percentage of teams  originated by each league
that operated  during the year in which the loss occurs.  Expansion fees, net of
costs,  generated from the grant of new licenses  generally are allocated 50% to
the league  determined to have originated the team and 50% to operating  revenue
to be divided according to the allocation formula described above.

The joint  operating  agreement  also  provides  that ICC will have the sole and
exclusive right to construct arena  facilities for  participation in the leagues
during the term of the agreement.

The joint operating agreement, as modified in June 2008, requires the leagues to
operate  jointly  as the League  through  May 30,  2021.  Under the terms of the
modification,  CHL, Inc.'s purchase option has been eliminated and WPHL and CHL,
Inc. each now have a right of first refusal to purchase the other's interests if
a bona-fide third party offer to purchase the entire interest is received.

--------------------------------------------------------------------------------
                          COMMITMENTS AND CONTINGENCIES
--------------------------------------------------------------------------------

PURCHASE COMMITMENTS

We have open purchase commitments for services,  furniture and fixtures totaling
less than $0.1 million at February 28, 2009.

LITIGATION

As with all  entertainment  facilities  there  exists a degree  of risk that the
general public may be accidentally  injured. As of February 28, 2009, there were
various claims  outstanding in this regard that management does not believe will
have a material effect on our financial  condition or results of operations.  To
mitigate this risk, we maintain insurance coverage, which we believe effectively
covers any reasonably  foreseeable  potential  liability.  There is no assurance
that our insurance  coverage will  adequately  cover all liabilities to which we
may be exposed.

We  are  a  plaintiff  and  a  counter-defendant  in  a  lawsuit  involving  our
franchisee,  Blue Line Hockey,  LLC (Blue Line),  which  operates the Youngstown
Steelhounds.  Our claim was for  approximately  $0.1 million in unpaid franchise
and assessment  fees owed by Blue Line,  plus our attorneys'  fees.  Blue Line's
counterclaim alleged that the WPHL fraudulently induced Blue Line's principal to
enter the  license  agreement  by failing to comply  with  franchise  disclosure
requirements,  and that the WPHL made fraudulent  representations to induce Blue
Line into signing the franchise  agreement.  Blue Line sought  rescission of the
license  agreement,  reimbursement  of its franchise  fee, $0.5 million of lease
payments,  and  reimbursement  of travel expenses for the 2005-2006  season.  We
settled this matter in March 2009,  and reserved for the cash  settlement in the
third quarter of fiscal 2009.

The following summarizes  litigation  settlement activity for the three and nine
months ended February 28, 2009 and February 29, 2008:

                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                                Three Months Ended                 Nine Months Ended
                                                           -----------------------------     -----------------------------
                                                           February 28,     February 29,     February 28,     February 29,
                                                              2009             2008             2009             2008
                                                             ------           ------           ------           ------
<S>                                                          <C>              <C>              <C>              <C>
Litigation settlement liabilities, beginning of period       $ (232)          $ (834)          $ (283)          $  (93)
Litigation settlement expense - initial reserves                (25)              --              (25)            (841)
Litigation settlement expense - adjustments to reserves          --              263               --              263
Cash payments                                                    26              100               77              200
Issuance of stock in settlement of litigation                    --              163               --              163
                                                             ------           ------           ------           ------
Litigation settlement liabilities, end of period             $ (231)          $ (308)          $ (231)          $ (308)
                                                             ======           ======           ======           ======
</TABLE>

CONTINGENCIES

We enter  into  indemnification  provisions  under  our  agreements  with  other
companies in the ordinary course of business,  typically with business  partners
and customers.  Under these provisions we generally  indemnify and hold harmless
the indemnified  party for losses suffered or incurred by the indemnified  party
as a result of our activities.  The maximum  potential amount of future payments
we  could  be  required  to  make  under  these  indemnification  provisions  is
unlimited.  We have not  incurred  material  costs to defend  lawsuits or settle
claims related to these indemnification  agreements. As a result, we believe the
estimated  fair value of these  agreements is minimal.  Accordingly,  we have no
liabilities recorded for these agreements as of February 28, 2009.

As of February 28, 2009, we have entered into various employment  contracts with
key employees. Under certain circumstances we may be liable to pay amounts based
on the related contract terms.

GUARANTEES

We had entered  into a contract  with the  entertainment  facility in New Mexico
which guaranteed certain economic  performance  standards.  Although the term of
this contract was for an initial  period of 10 years to expire in December 2014,
we provided notice of termination of the management contract in January 2009.

In February 2008, we entered into an agreement to manage a  multi-purpose  event
center to be constructed in Texas. The initial term of this agreement is fifteen
years,  with an option by the city to renew for an  additional  five years under
certain  conditions.  This agreement  includes a guarantee that the event center
will operate at a break-even  point and without cost to the city,  not including
any capital  reserves and any other off-sets  described in the  agreement.  This
guarantee  requires that all amounts  reasonably  required for the operation and
maintenance  of the event center will be generated by the operation of the event
center,  or otherwise paid by us. Should we be obligated to fund any operational
shortfalls,  the agreement  provides for reimbursement to us from future profits
from the  event  center.  The  maximum  amount of  future  payments  we could be
required to make under this operational  guarantee is theoretical due to various
unknown factors. However, the guarantee would be limited to the operational loss
from the facility for each year of the guarantee,  less any reimbursements  from
the facility.  We do not believe that any potential  guarantee payments would be
material based on the operating results of similar  facilities.  The facility is
expected to open in the fall of 2009.

In May 2008, we entered into an agreement to manage a multi-purpose event center
to be constructed  in Missouri.  The initial term of this agreement ends fifteen
years  from  facility  opening,  and the city may  renew  the  agreement  for an
additional five years under the same terms.  The facility is expected to open in
the fall of 2009 and has an operating year ended June 30. Our compensation under
the agreement may only come from the facility operating account,  which is to be
funded by  facility  operations,  as defined in the  agreement.  The  management
agreement  includes a guarantee  that we will  subsidize  the  operations of the
facility  to the  extent  that funds in the  facility  operating  account  and a
temporary  operating account are not adequate.  Under the terms of the agreement
the city shall  advance  $0.5  million  to fund a  temporary  operating  reserve
account,  which  may be used  to  fund  shortfalls  in the  facility  operations
account.  Excess funds in the facility  operating  account each operating  year,
after paying operating expenses, our base Encore fee and GEMS commission, are to
be used in the following  priority:  1) to reimburse us for any subsidy payments
we have made, 2) to replenish the temporary  operating  reserve  account,  3) to
fund the capital reserve account and 4) to pay on a co-equal basis our incentive
fee and deposits to three  additional  reserve  accounts.  The maximum amount of

                                       13
<PAGE>
future  payments we could be required to make under the guarantee is theoretical
due to various unknown factors.  However,  once the temporary  operating reserve
account is depleted,  the  guarantee  subsidy  payments  would be limited to the
operational  loss each  operating  year,  plus the amount of our Encore and GEMS
fees. We do not expect to make  guarantee  subsidy  payments  based on operating
results of similar facilities,  however, no assurance can be made that a payment
pursuant to this guarantee would not be paid in the future and that such payment
would not be material.

In  addition,  under the terms of the  management  agreement,  an amount  not to
exceed $0.50 per ticket,  and excess  operating  funds, are to be used to fund a
capital  reserve account up to $150 thousand in each of the first five operating
years and up to $250 thousand thereafter. Should the capital reserve account not
be fully funded for two consecutive years, the management agreement  terminates,
unless the city elects to renew the agreement.

As of February 28, 2009, we provide a secondary guarantee on a standby letter of
credit in favor of Ace American  Insurance Company for $1.5 million related to a
guarantee under a workers compensation  program.  This letter of credit is fully
collateralized  by a third party and our  secondary  guarantee of this letter of
credit  does not  affect our  borrowing  capacity  under our line of credit.  No
amounts  have been drawn on this letter of credit as of February  28,  2009.  We
believe the amount of payments under this guarantee is negligible,  and as such,
have assigned no value to this guarantee at February 28, 2009.

In addition to our commitments  and guarantees  described above we also have the
commitments  and guarantees  described in the following  PVEC, LLC Joint Venture
Note.

--------------------------------------------------------------------------------
                             PVEC, LLC JOINT VENTURE
--------------------------------------------------------------------------------

During fiscal year 2006, we entered into a joint venture  partnership  agreement
with Prescott Valley Signature Entertainment, LLC to form Prescott Valley Events
Center, LLC (PVEC, LLC) to engage in the business of developing,  managing,  and
leasing the Prescott Valley Events Center in Prescott  Valley,  Arizona.  We are
the managing  member of PVEC, LLC.  Construction of the center,  which opened in
November  2006,  was funded by  proceeds  from the  issuance  of $35  million in
Industrial  Development  Authority  of the County of Yavapai  Convention  Center
Facilities Excise Tax Revenue Bonds, Series 2005 (the Bonds).

We account for our investment in PVEC, LLC under the equity method. Our interest
in this  entity is not a  controlling  one,  as we do not own a majority  voting
interest  and our ability to affect the  business  operations  is  significantly
limited  by  the  partnership  operating  agreement.  The  PVEC,  LLC  operating
agreement also provides that a  majority-in-interest  of the members may replace
the   managing   member,   or  if  the   managing   member  is  in  default,   a
majority-in-interest  of the remaining  members may replace the managing member.
We contributed $250 thousand as initial  preferred capital while Prescott Valley
Signature Entertainment,  LLC contributed land with an approximate value of $1.5
million as  initial  preferred  capital.  Because  we had  committed  to pay our
initial capital  contributions,  these amounts were recorded in accounts payable
in our condensed  consolidated  balance  sheets as of May 31, 2008.  Payment was
made in December  2008.  Further,  because PVEC, LLC has sustained  losses,  and
profitable  future  operation  is  not  assured,   we  recorded  losses  on  our
investment, in the amount of $251 thousand, to bring our investment to zero. Our
investment was zero at May 31, 2008, and remains zero at February 28, 2009.

Each member will receive a 5% return on preferred capital contributions and will
share equally in the gain or loss of PVEC, LLC.

PVEC, LLC is obligated to make lease payments equal to debt service  payments on
the Bonds. In the event of any shortfalls in debt service payments, amounts will
first be paid by escrow accounts  funded by 2% of the transaction  privilege tax
(TPT)  collected from the  surrounding  project area and from a lockbox  account
containing  1) our  initial  contribution  to  PVEC of  $250  thousand,  2) $100
thousand per year  (increasing  annually by inflation) from the Town of Prescott
Valley and 3) earnings from the events center.

                                       14
<PAGE>
If it is  determined  that PVEC,  LLC is  required  to fund  operations,  beyond
available cash from operations and other financing  sources,  the members intend
to  contribute  100% of the cash needed until each  member's  preferred  capital
account  balances are equal and 50% of the cash needed if its preferred  capital
contribution  balances are equal.  Operating revenues of the center, as defined,
are  first  used to pay  operating  expenses,  as  defined,  second  to our base
management fee (4% of the center's  operating  revenue),  third to debt service,
then to fund other items.  As a result,  we may also forego our management  fees
should  operating  revenues,  as  defined,  be  insufficient  to  pay  operating
expenses, as defined.

Our  consolidated   financial   statements  reflect  the  following  related  to
transactions between us and PVEC, LLC (in thousands).

<TABLE>
<CAPTION>
                                                                Three Months Ended                 Nine Months Ended
                                                           -----------------------------     -----------------------------
                                                           February 28,     February 29,     February 28,     February 29,
                                                              2009             2008             2009             2008
                                                             ------           ------           ------           ------
<S>                                                          <C>              <C>              <C>              <C>

Facility management fees, exclusive of payroll (Encore)      $ 19              $ 22             $ 48             $ 24
Facility management fees, payroll related (Encore)            199               226              525              688
Advertising sales commission (GEMS)                            49                56              135              186
Ticket service fees (GetTix)                                   31                61              103              164
Cost of revenues, facility payroll (Encore)                   199               226              525              688

                                                           February 28,       May 31,
                                                              2009             2008
                                                             ------           ------
Accounts payable                                             $ 19              $502
Accrued liabilities                                             4                --
Accounts receivable                                            --               101
</TABLE>

--------------------------------------------------------------------------------
                             DISCONTINUED OPERATIONS
--------------------------------------------------------------------------------

On August 1, 2008, we closed a transaction under which we sold substantially all
of the assets of Cragar Industries,  Inc. (Cragar),  a licensor of an automotive
aftermarket  wheel  trademark and brand name - CRAGAR(R).  The assets  consisted
primarily of intangibles,  including trademarks, service marks and domain names.
The net cash  purchase  price of $1.8  million was  allocated  primarily  to the
trademarks, with the remainder to tooling, inventory and other assets.

                                       15
<PAGE>
The assets and  liabilities  of Cragar,  included in our condensed  consolidated
balance sheets in assets to be disposed and liabilities  related to assets to be
disposed are as follows (in thousands):

                                                                May 31,
                                                                 2008
                                                                ------

          Receivables                                           $  116
          Prepaid expenses and other assets                        154
          Deferred income tax asset                                134
          Trademarks                                             1,763
                                                                ------
          Assets to be disposed                                 $2,167
                                                                ======

          Accounts payable                                      $   37
          Accrued liabilities                                      120
          Deferred income tax liabiliy                              22
          Deferred revenues                                         54
                                                                ------
          Liabilities related to assets to be disposed          $  233
                                                                ======

We expect  other cash flows from Cragar in fiscal 2009 to consist  primarily  of
the  collection of  receivables  and payment of  liabilities  existing as of the
August 1, 2008, date of sale,  which were largely  unchanged from those existing
at May 31, 2008.

The following table presents selected operating data for Cragar (in thousands):

<TABLE>
<CAPTION>
                                                                Three Months Ended                 Nine Months Ended
                                                           -----------------------------     -----------------------------
                                                           February 28,     February 29,     February 28,     February 29,
                                                              2009             2008             2009             2008
                                                             ------           ------           ------           ------
<S>                                                          <C>              <C>              <C>              <C>

Revenues                                                      $ --           $ 136             $  60            $ 602
Loss on disposal                                                --              --               (51)              --
Loss before income taxes                                        --             (72)              (48)            (218)
Loss from discontinued opertions, net of tax                    --             (72)              (48)            (218)
</TABLE>

--------------------------------------------------------------------------------
                                   CREDIT RISK
--------------------------------------------------------------------------------

The current  general  unfavorable  economic  environment  may have a significant
impact on our operating results.

The League operates primarily in mid-sized  communities in the Central,  Western
and Southern regions of the United States,  including Texas,  Colorado,  Kansas,
Mississippi,  Louisiana,  New Mexico,  Oklahoma,  South Dakota and Arizona.  Our
facility  management  fees are derived from events centers  operating in Arizona
and Washington.  These  geographic  areas are generally in an economic  downturn
that could have a significant negative impact on our operating results.

We depend on contracts with cities or related  governmental  entities to design,
develop,  and manage new  multipurpose  facilities  and  adjacent  real  estate.
Typically  we must expend 20-30  months of effort to obtain such  contracts.  We
depend on these  contracts  for the revenue  they  generate  and the  facilities
resulting from these  contracts are potential  facilities in which our licensees
may operate.  Failure to timely secure these contracts may negatively impact our
results.  Many  governments  are  struggling  to maintain  tax revenue and raise
capital  in the  current  economic  environment  and may have less  interest  in
developing new multipurpose  facilities.  Our revenues,  project development and
project management revenue in particular, could be negatively impacted.

Purchasing  a  League  license  requires   significant  capital  and  commencing
operation is a significant  expense which limits the pool of potential licensees
We depend on a critical  mass of  licensees  to capture the  economies  of scale

                                       16
<PAGE>
inherent in the League's  operations and to facilitate  intra-league play. There
can be no assurance  that we will be able to attract  qualified  candidates  for
licenses.  We anticipate that expansion of the League will be difficult  because
of the high capital costs of licenses, competitive pressures from sports leagues
and  entertainment  providers  both within and  outside of the markets  where we
currently operate, and the lack of arenas for new licensees.

The minor  league  hockey  industry  in which we conduct  business is subject to
significant competition from other sports and entertainment alternatives as well
as both the National  Hockey  League and its minor  league  hockey  system,  the
American Hockey League,  and other independent minor hockey leagues.  Even teams
of the National Hockey League,  which is the largest  professional hockey league
with the greatest  attendance,  have struggled to remain  financially  viable. A
significant  portion of our revenues result from payments made by our licensees.
There can be no assurance  that  licensees  will not default under their license
agreements.

The League may be unable to attract new licensees and existing licensees may not
be able to make the continuing  payments required by their license agreements in
the current  economic  environment.  There can be no assurance that any payments
will be made by new or current licensees.

--------------------------------------------------------------------------------
                               SEGMENT INFORMATION
--------------------------------------------------------------------------------

Each of our  subsidiaries is a separate legal entity with a separate  management
structure.  Our  corporate  operations  exist  solely to support our  subsidiary
segments.  As such,  certain  corporate  overhead  costs  are  allocated  to the
operating  segments.  There are no differences in accounting  principles between
the operations.

At February 28, 2009 and May 31,  2008,  goodwill  relates to our  International
Coliseums segment.

                                       17
<PAGE>
<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                                     ------------------------------
                                                                    Income (Loss)
                                                                   from Continuing
                                                      Gross       Operations Before     Identifiable
                                                     Revenues        Income Taxes          Assets
                                                     --------        ------------          ------
<S>                                                   <C>              <C>                <C>
February 28, 2009
Global Entertainment Corporate Operations             $   101          $(1,586)           $ 2,099(a)
Global Food Service                                       412 (b)          (83)(b)            682(b)
Central Hockey League/WPHL                              1,749              358                979
Global Properties I                                       578               56                202
International Coliseums                                 1,473(c)           912                206
Encore Facility Management                              2,240(d)           (88)               231
Global Entertainment Marketing Systems                    493              139                164
Global Entertainment Ticketing                          2,081             (218)               622
                                                      -------          -------            -------
Global Entertainment Coporation Consolidated          $ 9,127          $  (510)           $ 5,185
                                                      =======          =======            =======

February 29, 2008
Global Entertainment Corporate Operations             $   174          $(2,268)           $23,793(a)
Central Hockey League/WPHL                              1,908              543                903
Global Properties I                                       373             (211)               566
International Coliseums                                   527(c)            36                674
Encore Facility Management                              2,482(d)          (534)               141
Global Entertainment Marketing Systems                    629              (32)               147
Global Entertainment Ticketing                          2,993              543              1,532(e)
Discontinued Operations                                    --               --              2,944
                                                      -------          -------            -------
Global Entertainment Coporation Consolidated          $ 9,086          $(1,923)           $30,700
                                                      =======          =======            =======
</TABLE>

----------
(a)  Global Entertainment  Corporate Operations assets include the investment in
     Wenatchee  project of $21.8  million at February 29, 2008.  The project was
     sold in December 2008.  Global  Entertainment  Corporate  Operations assets
     include cash and cash  equivalents  and restricted  cash of $1.2 million at
     February 28, 2009, and $1.0 million at February 29, 2008.
(b)  The Global Food Service segment began operations October 2008 in Wenatchee,
     Washington.
(c)  International  Coliseums  revenues for the nine months  ended  February 28,
     2009,  includes  $0.8  million  of fees  on the  project  in  Independence,
     Missouri,  which  began in February  2008 and the project in Allen,  Texas,
     which  began  in  June  2008.   Each  project  is  anticipated  to  have  a
     twenty-month  duration.  In  addition  to  the  projects  in  Independence,
     Missouri and Allen,  Texas, ICC was also managing the construction  project
     in  Wenatchee,   Washington  until  completion  in  October  2008.  Project
     management  fees related to Wenatchee  and  Independence  were $0.5 million
     higher for the nine  months  ended  February  28,  2009 than the prior year
     period.
(d)  Encore  facility  management  fees  include no  revenues in the nine months
     ended February 28, 2009, from the management contract with the event center
     in Youngstown,  Ohio, which was cancelled  effective September 2007. Encore
     facility  management  fees include  $0.5 million from that  contract in the
     nine months  ended  February  29,  2008.  The $0.5  million  year-over-year
     increase in fees resulting  from the opening of the  Wenatchee,  Washington
     facility in October 2008, was offset by a $0.7 million decline in fees from
     management  of the Rio  Rancho,  New Mexico and  Prescott  Valley,  Arizona
     centers,  which  were  under  management  in both  periods.  The Rio Rancho
     contract terminated in January 2009.
(e)  Global  Entertainment  Ticketing  assets at February 29, 2008,  were higher
     than at February 28, 2009,  primarily  due to the timing of  collection  of
     credit card sales.

                                       18
<PAGE>
--------------------------------------------------------------------------------
                                SUBSEQUENT EVENTS
--------------------------------------------------------------------------------

We  provided  notice to NYSE Amex on April 8, 2009,  of our intent to remove our
common stock from the  exchange.  On or about April 20, 2009 we will file a Form
25 with the Securities and Exchange  Commission related to the removal.  Removal
is expected to be effective 10 calendar days after filing Form 25. We anticipate
the last day of trading  for our  common  stock on NYSE Amex will be on or about
April 30, 2009. Although we can make no assurances that our common stock will be
quoted,  we expect trading on the  Over-The-Counter  Bulletin Board (OTCBB) will
follow  closely  after the date of removal from NYSE Amex. A trading  symbol has
yet to be assigned by OTCBB.

                                       19
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

FORWARD-LOOKING DISCLOSURE

This Quarterly Report on Form 10-Q contains  forward-looking  statements  within
the meaning of the Safe Harbor  provision of the Private  Securities  Litigation
Reform Act of 1995 regarding future events,  including statements concerning our
future  operating  results and financial  condition and our future capital needs
and sources.  These  statements  are based on current  expectations,  estimates,
forecasts, and projections as well as our beliefs and assumptions. Words such as
"outlook",   "believes",   "expects",   "appears",   "may",  "will",   "should",
"anticipates" or the negatives thereof or comparable  terminology,  are intended
to identify such forward-looking  statements.  These forward-looking  statements
are only  predictions  and are subject to risks,  uncertainties  and assumptions
that are difficult to predict.  Therefore,  actual results may differ materially
and adversely from those expressed in any  forward-looking  statements.  Factors
that might cause or contribute to such differences  include, but are not limited
to those  discussed in our report on Form 10-K for the fiscal year ended May 31,
2008,  under the section  entitled  "Risk  Factors."  You should not place undue
reliance on these forward-looking statements, which speak only as of the date of
this Quarterly  Report.  We undertake no obligation to revise or update publicly
any forward-looking statements for any reason, unless otherwise required by law.

GENERAL

The following is  management's  discussion  and analysis of certain  significant
factors  affecting  our  financial  position and  operating  results  during the
periods  included  in  the   accompanying   condensed   consolidated   financial
statements.

DESCRIPTION OF THE COMPANY

Global  Entertainment  Corporation  (referred  to in this  report as "we," "us,"
"Global",  "Company" or "GEC") is an integrated event and entertainment  company
that is engaged,  through its wholly owned  subsidiaries,  in sports management,
multipurpose  events  center and related real estate  development,  facility and
venue management and marketing, and venue ticketing. We are primarily focused on
projects located in mid-size communities in the United States.

Our current operating subsidiaries are Western Professional Hockey League, Inc.,
Global Properties I, International Coliseums Company, Inc., Global Entertainment
Marketing  Systems,  Inc.,  Global  Entertainment  Ticketing,   Encore  Facility
Management and Global Food Service, LLC which formed in fiscal 2009. In addition
facility management operations are conducted under separate wholly owned limited
liability companies.

We, through our wholly owned  subsidiary,  Western  Professional  Hockey League,
Inc., are the operator of the Western Professional Hockey League (WPHL), a minor
league   professional  hockey   organization,   and  are  the  licensor  of  the
independently  owned  hockey  teams which  participate  in the league.  WPHL has
entered into a joint  operating  agreement with the Central Hockey League,  Inc.
(CHL, Inc.). The effect of the joint operating agreement is that the two leagues
had their  respective  teams join together and operate under the Central  Hockey
League name (as the League).  The terms of the joint operating  agreement define
how the League will operate.

The League is a structured  licensed  sports league,  which  includes  competing
teams located in various states, including Texas, Colorado,  Kansas,  Louisiana,
Mississippi, New Mexico, South Dakota, Oklahoma, and Arizona. There are 17 teams
in the 2008-2009  season and there were 17 teams in the 2007-08 season.  In each
season 13 teams were  licensed by WPHL. In each season,  4 teams,  each of which
was an original CHL, Inc. team,  continue to operate under a sanction  agreement
that requires direct payments to the League pursuant to the terms and conditions
of the original CHL, Inc. agreements.

Global  Properties I (GPI) provides services in targeted  mid-sized  communities
across the United  States  related to the  development  of  multipurpose  events
centers.  International  Coliseums Company, Inc. (ICC), manages the construction
of multipurpose events centers in mid-market  communities.  GPI's development of
multipurpose  events centers promotes the development of the League by assisting
potential   licensees  in  securing  quality  venues  in  which  to  play  minor
professional hockey league games.

Global  Entertainment  Marketing Systems,  Inc. (GEMS),  promotes,  markets, and
sells  various  services  related  to  multipurpose   entertainment  facilities,
including  all  contractually  obligated  income (COI)  sources such as facility
naming  rights,  luxury  suite  sales,  club seat  license  sales,  and facility
sponsorship agreements.

                                       20
<PAGE>
Global  Entertainment  Ticketing  (GetTix) provides  ticketing  services for the
multipurpose  event centers  developed by GPI,  existing League  licensees,  and
various  other  entertainment  venues,   theaters,   concert  halls,  and  other
facilities and event coordinators.  GetTix provides a full ticketing solution by
way of box office,  phone,  internet and  print-at-home  service  that  utilizes
distribution outlets in each market.  GetTix uses third-party,  state-of-the-art
software to deliver ticketing  capabilities  that include database  flexibility,
easy season and group options, financial reporting and marketing resources.

Encore Facility  Management  (Encore) provides a full complement of multipurpose
events  center  operational  services.  These  services  provide  administrative
oversight  in the  areas of  facility/property  management  and  finance,  event
bookings,  and food and  beverage.  Encore is currently  involved  with facility
management of multipurpose  events centers developed by GPI. Facility management
operations are conducted under separate limited liability companies.

On  August  1,  2008,  we  closed  a  transaction  pursuant  to  which  we  sold
substantially  all of the  assets  of our  subsidiary  Cragar  Industries,  Inc.
(Cragar),  a licensor of an automotive  aftermarket  wheel trademark and brand -
CRAGAR(R).  The assets  consisted  primarily of intangible  property,  including
trademarks, service marks and domain names. The purchase price was approximately
$1.9  million  in  cash.  Of the  cash  proceeds,  $0.1  million  was  used  for
transaction-related  costs  and  $1.25  million  was set  aside in a  restricted
account as security for a letter of credit until December 2008. The remainder of
the funds was made available for working capital and general corporate purposes.

CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGMENTS

Significant  accounting  policies  are  described  in the  audited  consolidated
financial  statements and notes thereto  included in our Report on Form 10-K for
the year ended May 31, 2008.  We believe our most critical  accounting  policies
and  estimates  relate  to  revenue  recognition,  the  allowance  for  doubtful
accounts,  arena guarantees,  the carrying value of goodwill, the realization of
deferred income tax assets, the fair value of liability related to the secondary
guarantee  related to a worker's  compensation  program,  and the  allocation of
expenses,  division of profit or loss relating to the joint operating agreement,
and  the  application  of  the  percentage-of-completion   method.  Due  to  the
uncertainties  inherent in the estimation  process and the significance of these
items, it is at least reasonably  possible that the estimates in connection with
these items could be materially revised within the next year.

OVERVIEW AND FORWARD LOOKING INFORMATION

During  fiscal  year  2008 we  decided  to divest of  Cragar.  As a result,  the
operations of Cragar have been classified as loss from  discontinued  operations
in  the  condensed  consolidated   statements  of  operations  for  all  periods
presented. Revenues and operating costs in the condensed consolidated statements
of operations now exclude all accounts of Cragar.

                                       21
<PAGE>
THREE MONTHS ENDED  FEBRUARY 28, 2009,  COMPARED TO THREE MONTHS ENDED  FEBRUARY
29, 2008

REVENUES (in thousands):

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                       ------------------------------------------------
                                       February 28,     % of     February 29,    % of
                                          2009        Revenue       2008        Revenue      Change     % Change
                                          ----        -------       ----        -------      ------     --------
<S>                                     <C>           <C>         <C>          <C>          <C>         <C>

Project development fees                $  100          2.8        $  317        10.4        $ (217)     (68.5)
Project management fees                    247          7.0           132         4.4           115       87.1
Facility management fees                 1,067         30.2           783        25.8           284       36.3
Ticket service fees                        766         21.7         1,039        34.2          (273)     (26.3)
Advertising sales commissions              115          3.3           150         4.9           (35)     (23.3)
Concession revenue                         282          8.0            --          --           282         NM
License fees - league dues and other       517         14.6           616        20.3           (99)     (16.1)
License fees - initial and transfer        443         12.5            --          --           443         NM
                                        ------        -----        ------       -----        ------       ----
Gross Revenues                          $3,537        100.0        $3,037       100.0        $  500       16.5
                                        ======        =====        ======       =====        ======       ====
</TABLE>

Total revenues  increased $0.5 million,  or 16.5%, to $3.5 million for the three
months  ended  February  28, 2009  compared to $3.0 million for the three months
ended February 29, 2008.

Project  development  fees decreased $0.2 million to $0.1 million in the quarter
ended February 28, 2009. Project  development fees in the quarter ended February
28, 2009,  include a portion of project  development fees due under an agreement
with the City of Dodge City, Kansas, signed in fiscal 2009.

Project  management  revenues  increased  $0.1  million to $0.2  million for the
quarter  ended  February 28, 2009,  from $0.1 million in the prior year quarter.
Project  management fees for the quarter ended February 28, 2009,  includes $0.3
million  of fees on the  project  in  Independence,  Missouri,  which  began  in
February 2008, and the project in Allen,  Texas,  which began in June 2008. Each
project is  anticipated  to have a  twenty-month  duration.  In  addition to the
projects  in  Independence,  Missouri  and Allen,  Texas,  ICC also  managed the
construction project in Wenatchee,  Washington through the first week of October
2008. Project  management fees related to Wenatchee,  recognized on a percentage
of completion  basis, were $0.1 million lower for the quarter ended February 28,
2009 than the prior year quarter.

Facility  management  fees were $1.1 million for the three months ended February
28, 2009,  compared to $0.8 million in the three months ended February 29, 2008.
Encore's  current  facility  management  contracts  include  the  facilities  in
Prescott Valley,  Arizona,  and Wenatchee,  Washington,  which opened in October
2008.  The $0.3  million  year-over-year  increase  in fees  resulting  from the
opening of the Wenatchee,  Washington  facility in October 2008, was offset by a
decline in fees from  management of the Rio Rancho,  New Mexico,  which ended in
January 2009.

Ticket service fees decreased  $0.3 million,  or 26.3%,  to $0.8 million for the
three  months  ended  February  28,  2009,  from $1.0 million for the prior year
quarter.  This  decrease in ticket  service  fees  reflects 1) the $0.1  million
reduction in fees due to the  discontinuance of services to the Chevrolet Center
in  Youngstown,  Ohio,  in the  spring of 2008 and 2)  decreased  sales with the
decline  in the number of events  held,  attendance  at events and venues  under
contract,  offset  by 3) sales  from  services  to the  facility  in  Wenatchee,
Washington which opened in October 2008.

Advertising  sales  commissions  were $0.1  million for the three  months  ended
February 28, 2009 and $0.2 million for the three months ended February 29, 2008.
The  increase  in  commissions  from the opening of the  facility in  Wenatchee,
Washington  in October 2008  largely  offset the  decrease in  commissions  from
cancellation of the GEMS contracts with the facilities in Rio Rancho, New Mexico
and Hidalgo, Texas.

                                       22
<PAGE>
Concession  revenue was $0.3 million for the quarter ended February 28, 2009. We
derive revenue from concession operations at the Wenatchee,  Washington facility
which opened in October 2008.

License  fees - League  dues,  declined  $0.1  million to $0.5  million  for the
quarter  ended  February  28,  2009,  from $0.6  million for the  quarter  ended
February 29, 2008.  This decrease is primarily the result of one less team owing
League  dues for the  2008-2009  season  than in the prior year and other  teams
paying  reduced  League dues in the  2008-2009  season than in the prior year as
result of changes in their license status or terms.

License fees - initial and transfer, include fees from a transfer in the quarter
ended  February 29, 2008.  Since  initial and  transfer  fees are not  regularly
recurring  and are difficult to predict,  there is no assurance  that we will be
able to increase or sustain our operating capital through this source.

OPERATING COSTS (in thousands):

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                       ------------------------------------------------
                                       February 28,     % of     February 29,    % of
                                          2009        Revenue       2008        Revenue      Change     % Change
                                          ----        -------       ----        -------      ------     --------
<S>                                     <C>           <C>         <C>          <C>          <C>         <C>
Cost of revenues                        $1,939          54.8       $1,590        52.4        $  349        22.0
General and administrative costs         1,681          47.5        1,405        46.3           276        19.6
                                        ------         -----       ------        ----        ------        ----
Total Operating Costs                   $3,620         102.4       $2,995        98.6        $  625        20.9
                                        ======         =====       ======        ====        ======        ====
</TABLE>

Total operating  costs increased by $0.6 million,  or 20.9%, to $3.6 million for
the  quarter  ended  February  28,  2009,  from $3.0  million  in the prior year
quarter.

Cost of revenues  increased by $0.3 million,  or 22.0%,  to $1.9 million for the
quarter ended  February 28, 2009,  from $1.6 million for the prior year quarter.
The  increase is primarily  due to a $0.2 million  increase in costs on projects
prior to opening of facilities, which are reimbursed and a $0.2 million increase
related to concession services.

General and administrative  expenses  increased $0.3 million,  or 19.6%, to $1.7
million for the quarter ended February 28, 2009,  from $1.4 million in the prior
year quarter.  Bad debt expense increased $0.2 million and legal costs increased
$0.3 million between  quarters.  The prior year quarter  included a $0.3 million
reduction in a settlement reserve to reflect the actual settlement costs.

LOSS FROM CONTINUING OPERATIONS (in thousands):

<TABLE>
<CAPTION>
                                                        Three Months Ended
                                         ------------------------------------------------
                                         February 28,     % of     February 29,    % of
                                            2009        Revenue       2008        Revenue      Change     % Change
                                            ----        -------       ----        -------      ------     --------
<S>                                       <C>           <C>         <C>          <C>          <C>         <C>
Income (loss) from continuing operations   $(141)        (4.0)        $149          4.9        $(290)     (194.6)
                                           =====         ====         ====          ===        =====      ======
</TABLE>

Loss from  continuing  operations  was $0.1  million for the three  months ended
February 28, 2009, compared to income from continuing operations of $0.1 million
for the three months ended  February 29, 2008.  The quarter  ended  February 28,
2009,  includes an additional  $0.2 in bad debt expense and did not benefit from
the $0.3  million  reduction  in  settlement  reserves  to  reflect  the  actual
settlement costs recorded in the quarter ended February 29, 2008.

                                       23
<PAGE>
NINE MONTHS ENDED FEBRUARY 28, 2009,  COMPARED TO NINE MONTHS ENDED FEBRUARY 29,
2008

REVENUES (in thousands):

<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                         ------------------------------------------------
                                         February 28,     % of     February 29,    % of
                                            2009        Revenue       2008        Revenue      Change     % Change
                                            ----        -------       ----        -------      ------     --------
<S>                                       <C>           <C>         <C>          <C>          <C>         <C>
Project development fees                 $   578          6.3      $   523          5.8        $    55       10.5
Project management fees                    1,473         16.1          376          4.1          1,097      291.8
Facility management fees                   2,240         24.5        2,482         27.3           (242)      (9.8)
Ticket service fees                        2,081         22.8        2,993         32.9           (912)     (30.5)
Advertising sales commissions                493          5.4          629          6.9           (136)     (21.6)
Concession revenue                           412          4.5           --           --            412         NM
License fees - league dues and other       1,407         15.4        1,653         18.2           (246)     (14.9)
License fees - initial and transfer          443          4.9          430          4.7             13        3.0
                                         -------        -----      -------        -----        -------      -----
Gross Revenues                           $ 9,127        100.0      $ 9,086        100.0        $    41        0.5
                                         =======        =====      =======        =====        =======      =====
</TABLE>

Total  revenues  increased  0.5%,  to $9.1  million  for the nine  months  ended
February 28, 2009. The project  management fees increase of $1.1 million and the
$0.4 million  increase from the new concession  revenue  source,  were offset by
declines in other revenue categories.

Project development fees were relatively  unchanged at $0.6 million for the nine
months ended February 2009.  Project  development  fees in the nine months ended
February 28,  2009,  include the final  development  fee  installments  from the
project  development  agreements  with the City of Allen,  Texas and the City of
Independence,  Missouri, signed in 2008, and an installment on the contract with
Dodge City, Kansas,  signed in 2009. Project development fees in the nine months
ended February 29, 2008 related to the project in Wenatchee, Washington.

Project management  revenues increased $1.1 million to $1.5 million for the nine
months ended February 28, 2009, from $0.4 million in the prior year nine months.
Project  management  fees for the nine months ended February 28, 2009,  includes
$0.8 million of fees on the project in  Independence,  Missouri,  which began in
June 2008 and the project in Allen,  Texas,  which began in February 2008.  Each
project is  anticipated  to have a  twenty-month  duration.  In  addition to the
projects in Independence,  Missouri and Allen,  Texas, ICC was also managing the
construction project in Wenatchee,  Washington until completion in October 2008.
Project  management fees related to Wenatchee and Allen were $0.4 million higher
for the nine months ended February 28, 2009 than the prior year period.

Facility  management  fees decreased $0.2 million,  or 9.8%, to $2.2 million for
the nine months ended  February  28,  2009,  from $2.5 million in the prior year
nine months.  The cancellation of the management  contract with the event center
in Youngstown,  Ohio,  effective  September 2007 contributed $0.5 million of the
decrease.  The $0.5 million  year-over-year  increase in fees resulting from the
opening of the Wenatchee,  Washington  facility in October 2008, was offset by a
$0.7 million decline in fees from  management of the Rio Rancho,  New Mexico and
Prescott Valley,  Arizona centers,  which were under management in both periods.
The  facilities in Rio Rancho,  New Mexico and Prescott  Valley,  Arizona,  each
experienced a decline in the number of events held and a decline in  attendance.
The Rio Rancho contract terminated in January 2009.

Ticket service fees decreased  $0.9 million,  or 30.5%,  to $2.1 million for the
nine months ended  February 28, 2009,  from $3.0 million for the prior year nine
months.  This  decrease in ticket  service  fees  reflects  1) the $0.4  million
reduction  in fees due to the  discontinuance  of  services  to the  facility in
Youngstown,  Ohio,  in the  spring  of 2008 and 2)  decreased  sales  due to the
decline  in the number of events  held,  attendance  at events and venues  under
contract,  offset  by 3) sales  from  services  to the  facility  in  Wenatchee,
Washington which opened in October 2008.

                                       24
<PAGE>
Advertising sales commissions  decreased $0.1 million, or 21.6%, to $0.5 million
for the nine months  ended  February  28,  2009,  from $0.6 million for the nine
months ended February 29, 2008.  Contractually obligated income was lower in all
facilities  under  contract  throughout  both periods as a result of the current
unfavorable economic  environment.  The increase in commissions from the opening
of the facility in Wenatchee,  Washington in October 2008 offset the decrease in
commissions  from  cancellation  of  the  GEMS  contact  with  the  facility  in
Youngstown, Ohio in October 2007.

Concession revenue was $0.4 million for the nine months ended February 28, 2009.
We derive  revenue  from  concession  operations  at the  Wenatchee,  Washington
facility which opened in October 2008.

License fees - League dues and other,  decreased $0.2 million, or 14.9%, to $1.4
million for the nine months ended  February 28, 2009,  from $1.7 million for the
nine months ended  February 29, 2008.  This  decrease is primarily the result of
one less team owing League dues for the 2008-2009  season than in the prior year
and other teams paying reduced League dues in the 2008-2009  season as result of
changes in their license status or terms.

License fees - initial and transfer,  were $0.4 million in the nine months ended
February 28, 2009, and in the prior year nine months. Since initial and transfer
fees are not  regularly  recurring  and are  difficult  to predict,  there is no
assurance  that we will be able to  increase or sustain  our  operating  capital
through this source.

OPERATING COSTS (in thousands):

<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                         ------------------------------------------------
                                         February 28,     % of     February 29,    % of
                                            2009        Revenue       2008        Revenue      Change     % Change
                                            ----        -------       ----        -------      ------     --------
<S>                                       <C>           <C>         <C>          <C>          <C>         <C>
Cost of revenues                          $ 4,337        47.5       $ 4,862         53.5       $  (525)     (10.8)
General and administrative costs            4,897        53.7         6,195         68.2        (1,298)     (21.0)
                                          -------       -----       -------        -----       -------      -----
Total Operating Costs                     $ 9,234       101.2       $11,057        121.7       $(1,823)     (16.5)
                                          =======       =====       =======        =====       =======      =====
</TABLE>

Total operating  costs decreased by $1.8 million,  or 16.5%, to $9.2 million for
the nine months ended  February 28, 2009,  from $11.1  million in the prior year
nine months.

Cost of revenues  decreased by $0.5 million,  or 10.8%,  to $4.3 million for the
nine months ended  February 28, 2009,  from $4.9 million for the prior year nine
months.  This decrease  resulted  primarily  from 1) a $0.6 million  decrease in
facility  management payroll associated with the decline in the number of events
held and attendance at facilities in Rio Rancho, New Mexico and Prescott Valley,
Arizona,  a $0.2 million reduction in ticket service costs,  offset by 3) a $0.4
million  increase  related to  concession  services.  The  reduction in facility
management payroll associated with the loss of the Youngstown,  Ohio contract in
the  second  quarter  of fiscal  2008 was  offset by the  increase  in  facility
management  payroll  associated  with  the  start of the  Wenatchee,  Washington
contract in the second  quarter of fiscal 2009.  Ticket  service costs  declined
with the decline in ticket service revenue.

General and administrative  expenses  decreased $1.3 million,  or 21.0%, to $4.9
million for the nine months ended  February  28, 2009,  from $6.2 million in the
prior year nine  months.  The  decrease in general and  administrative  expenses
includes  1) a $1.0  million  decrease  in legal and  settlement  costs due to a
reduction in legal  defense costs with the  settlement of several  matters since
February 29, 2008, 2) a $0.2 million reduction in severance  expenses,  and 3) a
$0.1 million reduction in commission expenses.

                                       25
<PAGE>
LOSS FROM CONTINUING OPERATIONS (in thousands):

<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                         ------------------------------------------------
                                         February 28,     % of     February 29,    % of
                                            2009        Revenue       2008        Revenue      Change     % Change
                                            ----        -------       ----        -------      ------     --------
<S>                                       <C>           <C>         <C>          <C>          <C>         <C>
Loss from continuing operations            $(510)        (5.6)      $(1,816)      (20.0)       $1,306      (71.9)
                                           =====         ====       =======       =====        ======      =====
</TABLE>

Loss from  continuing  operations  was $0.5  million for the nine  months  ended
February 28, 2009, compared to a loss from continuing operations of $1.8 million
for the nine months ended February 29, 2008. Operating losses improved to a loss
of $0.1 million in the nine months ended February 28, 2009,  from a loss of $2.0
million in the prior year nine months.  The nine months ended February 28, 2009,
however,  includes $0.3 million of interest expense incurred on the construction
note after construction of the Wenatchee,  Washington concluded in October 2008.
The improvement in operating losses of $1.9 million is primarily attributable to
the $1.0  million  decrease  in legal and  settlement  costs  and the  change in
revenue mix between years to higher margin revenue streams.

LIQUIDITY AND CAPITAL RESOURCES

As of February  28,  2009,  we have $1.2  million in cash and cash  equivalents,
including cash collected for GetTix  tickets of  approximately  $0.4 million for
events scheduled to occur in the future.

Our note with Marshall  Financial  Group,  LLC  (Marshall) to borrow up to $52.0
million for the  construction  of a  multi-purpose  events  center in Wenatchee,
Washington was paid in full when the Greater  Wenatchee  Regional  Events Center
Public  Facilities  District (PFD)  purchased the facility in December 2008. The
$52.4 million  proceeds from the sale of the events center were  distributed  as
follows:  $48.9 million to repay the Marshall  construction  note in full,  $2.2
million for construction vendors and $1.3 million was made available for working
capital and general corporate purposes.

On August 1, 2008, we closed a transaction under which we sold substantially all
of the assets of Cragar. The assets consisted primarily of intangible  property,
including  trademarks,  service marks and domain names.  The purchase  price was
approximately $1.8 million net of transaction-related costs and, as discussed in
greater detail below, $1.25 million of the cash initially received was set aside
in a restricted  account as security for a letter of credit until December 2008,
when the letter of credit was surrendered by Marshall.  As of February 28, 2009,
all of the proceeds  have been made  available  for working  capital and general
corporate purposes.

Cash used in operating  activities in the first nine months of fiscal 2009,  was
approximately $2.5 million compared to $2.3 million used by operating activities
in the first nine months of fiscal  2008.  The net loss  decrease  was offset by
additions to accounts receivable and prepaid expenses and reductions in accounts
payable offset by increases in accrued liabilities.

Cash provided by investing activities was $30.5 million in the first nine months
of fiscal 2009 compared to cash used in investing activities of $17.2 million in
first nine months of fiscal 2008.  Construction  costs for the events  center in
Wenatchee,  Washington  increased  $23.0 million.  The  construction  costs were
funded  primarily  with a  construction  loan with  Marshall,  as reflected as a
source of funds in the  financing  section.  In addition,  during the first nine
months of fiscal 2009, we invested $0.7 million in concession  equipment for the
Wenatchee, Washington facility. The concession operation began when the facility
opened  in  October  2008.  Offsetting  the  increased  construction  costs  and
concession   equipment  purchases  were  the  $1.8  million  proceeds  from  the
disposition  of Cragar,  net of  transaction-related  costs,  and $52.4  million
proceeds from the sale of the Wenatchee events center.  We were also required to
set aside $1.25  million in a  restricted  account as  security  for a letter of
credit in the favor of Marshall, which was surrendered in December 2008, when we
repaid the Marshall note, and the restricted cash was released.

                                       26
<PAGE>
Cash used in  financing  activities  totaled  $27.2  million  for the first nine
months of fiscal  2009,  compared to cash  provided by financing  activities  of
$16.2  million in the first nine  months of fiscal  2008.  During the first nine
months of 2009 we received $22.0 million in proceeds from the construction  loan
with  Marshall  Financial  Group,  LLC and then  repaid  the  loan in full  with
proceeds from the sale of the Wenatchee events center in December 2008.

We have a $1.75 million line of credit that had matured on November 1, 2008, but
was amended and now matures  October 1, 2009.  The line of credit bears interest
at a daily adjusting LIBOR rate plus 2%, subject to certain  adjustments.  As of
February 28, 2009, and through the date of this filing, we have received no cash
advances  on this  credit  facility.  Effective  June 2008,  we are  required to
deposit cash in the amount of any  requested  cash  advances or letter of credit
issuances.  As amended,  the line of credit is  available to support up to $1.25
million in letters of credit.

The credit  facility has been secured by  substantially  all of our tangible and
intangible assets. In order to borrow, we must meet certain financial covenants,
including  maintaining  a minimum  current  ratio  (current  assets  compared to
current  liabilities)  of 1.05 as of the end of each fiscal  quarter,  a minimum
consolidated  tangible  net  worth  of  $1.75  million  as of  the  date  of the
amendment,  November 1, 2008,  and an increase in tangible net worth of at least
75% of consolidated  net income plus 100% of all increases of equity  (including
the amount of any stock offering or issuance) on each anniversary  after May 31,
2009. We must maintain a zero balance for a consecutive 30 day period during the
term of the facility.  As of February 28, 2009, we were in compliance with these
covenants.

We continue to evaluate the  profitability  of, and synergies among, our various
subsidiaries  and may  determine  to dispose of one or more of them,  as we move
forward with our business  plan.  Based on our current  forecast and  historical
results, we expect to have adequate cash flow from available sources to fund our
operating needs through  February 28, 2010. We do not expect to borrow under the
line of credit, since any advances will require us to deposit cash in the amount
of the  requested  advance.  If we do not comply  with  contractually  obligated
financial  covenants,  our business or  profitability  deteriorates  or we incur
unexpected  expenses  or asset  impairments,  it could have a  material  adverse
effect on our liquidity and financial  resources.  We cannot  guarantee  that we
would be able to obtain  financing,  if needed, on terms acceptable to us, if at
all.

NEW ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157 "Fair Value  Measurements".  The
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted  accounting  principles  (GAAP),  and expands  disclosures
about fair value measurements. We adopted this statement prospectively effective
June 1, 2008,  and there was no impact on our  financial  position or results of
operations.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial Assets and Financial Liabilities".  This statement permits entities to
choose to measure many  financial  instruments  and certain  other items at fair
value. An entity shall report unrealized gains and losses on items for which the
fair value  option has been  elected in  earnings at each  subsequent  reporting
date. We adopted this statement  prospectively effective June 1, 2008, and there
was no impact on our financial  position or results of  operations.  We have not
elected the fair value option for any eligible items.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated  Financial Statements,  an amendment of ARB No. 51". This statement
establishes accounting and reporting standards for noncontrolling interests in a
subsidiary  and for the  deconsolidation  of a subsidiary.  The  statement  also
provides  consolidated  income  statement  presentation  guidance  and  requires
expanded disclosures.  This statement is effective for our fiscal year beginning
June 1, 2009,  and interim  periods  within  that year.  The  statement  will be
applied prospectively,  except for the presentation and disclosure requirements,
which will be applied retrospectively for all periods presented. We have not yet
evaluated  the effect  the  statement  will have on our  financial  position  or
results of operations.

In  November  2007 the EITF  issued  EITF 07-01  "Accounting  for  Collaborative
Agreements".  This  consensus  prohibits  application  of the  equity  method of
accounting  to  activities  performed  outside  of a separate  legal  entity and
requires  revenues and costs  incurred  with third  parties in  connection  with
collaborative  agreements  be presented  gross or net based on other  applicable
accounting literature.  Payments to or from collaborators should be presented in
the  income  statement  based on the  nature  of the  arrangement,  whether  the
payments are within the scope of other accounting literature,  and certain other

                                       27
<PAGE>
criteria.  The consensus is required for our fiscal year beginning July 1, 2009.
We have not yet evaluated the effect this  statement  will have on our financial
position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the  participation  of our management,  including
the Chief Executive Officer and Chief Financial  Officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Exchange Act Rule 13a-15 as of February 28, 2009.  Based
on that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that these  disclosure  controls and  procedures are effective.  There
were no changes in our internal  control  over  financial  reporting  during the
period covered by this report that have materially  affected,  or are reasonably
likely to materially affect, our internal controls over financial reporting.

Our  management,  including  its principal  executive  officer and the principal
financial  officer,  do not expect that our  disclosure  controls and procedures
will  prevent  all error and all  fraud.  A control  system,  no matter how well
conceived and operated,  can provide only  reasonable,  not absolute,  assurance
that the  objectives  of the control  system are met.  Further,  the design of a
control  system must reflect the fact that there are resource  constraints,  and
the benefits of controls must be considered relative to their costs.  Because of
the inherent  limitations in all control systems,  no evaluation of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within the Company have been detected.  These inherent  limitations include
the  realities  that  judgments  in  decision-making  can be  faulty,  and  that
breakdowns can occur because of simple error or mistake. Additionally,  controls
can be circumvented by the individual acts of some persons,  by collusion of two
or more people,  or by  management  override of the  control.  The design of any
system of  controls  also is based in part upon  certain  assumptions  about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions.
Over time,  controls may become inadequate because of changes in conditions,  or
the degree of  compliance  with the  policies  or  procedures  may  deteriorate.
Because  of  the  inherent  limitations  in  a  cost-effective  control  system,
misstatements  due to error or  fraud  may  occur  and may not be  detected.  We
monitor our disclosure  controls and procedures and internal  controls and makes
modifications  as  necessary;  our intent in this regard is that the  disclosure
controls  and  procedures  will be  maintained  as dynamic  systems  that change
(including with improvements and corrections) as conditions warrant.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There have not been changes in our internal control over financial reporting (as
such term is defined in Rules  13a-15(f) and  15d-15(f)  under the Exchange Act)
during the third quarter of fiscal 2009 that have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As with all  entertainment  facilities  there  exists a degree  of risk that the
general public may be accidentally  injured at one of the facilities we develop,
design or manage. As of February 28, 2009, there were various claims outstanding
in this regard that  management  does not believe will have a material effect on
our  financial  condition or results of  operations.  To mitigate  this risk, we
maintain insurance coverage,  which we believe effectively covers any reasonably
foreseeable  potential  liability.  There  is no  assurance,  however,  that our
insurance  coverage will  adequately  cover all  liabilities  to which we may be
exposed.

We were a  plaintiff  and a  counter-defendant  in a lawsuit  involving a former
licensee,  Blue Line Hockey,  LLC (Blue  Line),  which  operates the  Youngstown
Steelhounds. This suit was filed in Maricopa County Superior Court of Arizona on

                                       28
<PAGE>
November 7, 2006. Our claim was for approximately $0.1 million in unpaid license
and assessment  fees owed by Blue Line,  plus our attorneys'  fees.  Blue Line's
counterclaim  alleged that WPHL  fraudulently  induced Blue Line's  principal to
enter the  license  agreement  by failing to comply  with  franchise  disclosure
requirements,  and that WPHL made fraudulent representations to induce Blue Line
into signing the license  agreement.  Blue Line sought rescission of the license
agreement,  $0.5 million of lease payments,  reimbursement of its franchise fee,
and  reimbursement of travel expenses for the 2005-2006  season.  We settled the
matter in the third quarter of fiscal year 2009.

We were a defendant  in a lawsuit  filed by Nustadia  Developments  Inc. and PBK
Architects.  The  suit  arose  out of  certain  contracts  between  us  and  the
plaintiffs,  pursuant  to  which  we  agreed  to use  architectural  design  and
development  management services of the plaintiffs with respect to certain arena
development  projects.  The suit sought direct damages of $4.5 million and other
unspecified damages for alleged breach of contract,  tortious  interference with
business  expectancy,  and  breach of  implied  covenant  of good faith and fair
dealing.  This suit was filed in December 2005, in the Maricopa  County Superior
Court of Arizona. We settled the matter in the third quarter of fiscal year 2008
and the case was dismissed in fiscal 2009.

ITEM 1A. RISK FACTORS

Refer to our report on Form 10-K for the fiscal year ended May 31,  2008,  under
Item 1A. "Risk Factors."

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

See Exhibit Index attached.

                                       29
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and 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 Corporation
                                        (Registrant)


April 14, 2009                By /s/ Richard Kozuback
                                 -----------------------------------------------
                                 Richard Kozuback
                                 President & Chief Executive Officer


April 14, 2009                By /s/ James Yeager
                                 -----------------------------------------------
                                 James Yeager
                                 Senior Vice President & Chief Financial Officer

                                       30
<PAGE>
                                  EXHIBIT INDEX

The following  exhibits are filed herewith or  incorporated  herein  pursuant to
Regulation SB-601:

Exhibit
-------

  31.1         Certifications  Pursuant to 18 U.S.C.  Section  1350-Section 302,
               signed by Richard Kozuback, Chief Executive Officer.*

  31.2         Certifications  Pursuant to 18 U.S.C.  Section  1350-Section 302,
               signed by James Yeager, Chief Financial Officer.*

  32           Certification  Pursuant to 18 U.S.C.  Section  1350-Section  906,
               signed by Richard  Kozuback,  Chief  Executive  Officer and James
               Yeager, Chief Financial Officer.*

----------
*    Filed herewith.