UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 1129, 2009

GLOBAL EMPLOYMENT HOLDINGS, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	000-51737	43-2069359
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	000-51737	43-2069359
10375 Park Meadows Dr., Suite 375 Lone Tree, Colorado	80124
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of Principal Executive Offices)	(Zip Code)

10375 Park Meadows Dr., Suite 375 Lone Tree, Colorado		80124
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 216-9500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~As reported in our Form 8-K filed on March~~Item ~~16, 2009, on March 12, 2009, Global Employment Holdings, Inc~~1.~~, referred to herein as Global, and Temporary Placement Service, Inc~~01., ~~referred~~Entry tointo ~~herein as TPS,~~ a ~~wholly~~Material ~~owned~~Definitive ~~subsidiary of Global, closed an Asset Purchase and Sale~~ Agreement ~~(the “Agreement”) with Eastern Staffing, LLC, d~~.~~b.a. Select Staffing, referred to herein as Select.~~ ~~Under the Agreement, Select purchased substantially all of the property, assets, business and contracts of TPS, excluding the accounts receivable of TPS, and Select assumed certain liabilities of TPS.~~

InAmendment ~~consideration~~to ~~for~~ the ~~consent by~~ Wells Fargo ~~Bank, N.A., referred to herein as Wells Fargo, to the Agreement, on March 11, 2009, our subsidiaries amended the terms of their~~ Credit and Security ~~Agreement~~ ~~with Wells Fargo, referred to herein as the Credit~~ Agreement~~. The material amendments to~~ ~~the Credit Agreement are as follows:~~

•On ~~Beginning on~~ April 30 29, 2009, each of the ~~maximum~~subsidiaries ~~amount~~of Global Employment Holdings, Inc., referred to herein as Global, amended the terms of ~~borrowings~~their ~~available~~Credit ~~under~~and Security Agreement, referred to herein as the Credit Agreement, ~~will~~with beWells ~~reduced~~Fargo ~~from~~Bank, ~~$20~~N.A., ~~million~~referred to ~~$15~~herein ~~million~~as Wells Fargo. The material amendments to the Credit Agreement are as follows:

• ~~The~~We ~~calculation~~obtained ofan ~~the~~additional ~~interest~~term ~~rate~~loan onfrom ~~the~~Wells ~~outstanding~~Fargo ~~amounts~~in ~~under~~ the ~~Credit~~principal ~~Agreement~~amount ~~changed~~of $2.1 Inmillion, referred to herein as the ~~past,~~2009 ~~interest~~term ~~was~~advance. ~~calculated~~Subject ~~based~~to oncertain limitations, the ~~Wells~~principal ~~Fargo~~amount ~~prime~~of ~~rate.~~the As2009 ~~amended,~~term ~~interest~~advance is ~~now~~due ~~calculated~~and ~~with~~payable ~~reference~~in tosix equal monthly installments of $350,000 beginning August 3, 2009 and on the ~~defined~~first ~~term~~day ~~“WFBC~~of ~~Base~~each ~~Rate~~month thereafter.” ~~The~~All ~~WFBC~~outstanding ~~Base~~principal ~~Rate~~and isinterest ~~defined~~due tounder ~~mean,~~the ~~for~~2009 ~~any~~term ~~day,~~advance ais ~~fluctuating~~due ~~rate~~and ~~equal~~payable toon the ~~higher~~earlier of ~~(a)~~January 4, 2010 or the ~~Wells~~termination ~~Fargo~~date ~~prime~~of ~~rate~~the inCredit ~~effect~~Agreement. on• ~~such~~Beginning ~~day~~April or29, ~~(b)~~2009, athe ~~rate~~maximum ~~determined~~amount byof ~~Wells~~borrowings ~~Fargo~~available under the Credit Agreement was reduced to be$13 ~~1.50%~~million ~~above~~from ~~the~~$20 ~~daily~~million. ~~three~~• ~~month~~The ~~LIBOR~~calculation ~~rate~~of (the interest rate ofon ~~interest~~the ~~equal~~outstanding toamounts ~~LIBOR~~under ~~then~~the inCredit ~~effect~~Agreement ~~for~~changed. ~~delivery~~As ~~for~~amended, ainterest ~~three-month~~is ~~period).~~now calculated:

• The interest rate on our revolving loan is now calculated with reference to the WFBC Base Rate plus 0.5%. The interest rate on our term note is now calculated with reference to the WFBC Base Rate plus 2.75%.

	•		with respect to the advances under the revolving line of credit, an annual interest rate equal to (i) during the period from April 29, 2009 to and including June 14, 2009, the WFBC Base Rate plus 2.25%, and (ii) on June 15, 2009 and thereafter, the WFBC Base Rate plus 2.50%; and

	•		with respect to all term advances, an annual interest rate equal to (i) during the period from April 29, 2009 to and including June 14, 2009, the WFBC Base Rate plus 3.50%, and (ii) on June 15, 2009 and thereafter, the WFBC Base Rate plus 4.75%.

•We ~~The~~paid ~~quarterly~~a ~~principal~~fee ~~amortization payments~~ of $2058,000 ~~payable~~ to ~~TPS~~Wells ~~under~~Fargo ~~the~~in ~~$250,000~~consideration ~~promissory~~for ~~note~~these ~~received from Select pursuant to the Agreement will be used to partially pay down the term note under the Credit Agreement~~amendments.

•As Wea ~~agreed~~condition ~~not~~ to ~~incur~~entering orinto ~~contract~~the toamendment, ~~incur~~Wells ~~capital~~Fargo ~~expenditures~~required ofthat ~~more~~Howard ~~than~~Brill, (our president and chief executive officer and a) ~~$500~~director,~~000~~ in his individual capacity, guarantee the repayment ~~aggregate~~of ~~during~~the 2009 term advance, herein referred to as the Guaranty. In order to secure Mr. Brill’s obligation under the Guaranty, Wells Fargo required that $2.1 million in cash be deposited into a restricted account with Wells Fargo. On April 29, 2009, ~~fiscal~~each ~~year~~of Mr. Brill and Charlie ~~(b)~~Gwirtsman, the chairman of our board of directors, deposited $~~200~~1,050,000 ~~thereafter~~in ~~until~~cash ~~new~~into ~~financial~~the restricted ~~covenants~~Wells ~~are~~Fargo ~~set~~account and made such amount available to Wells Fargo in accordance with the terms of the Guaranty, herein referred to as the Deposits.

•In ~~Our~~exchange ~~ability~~for making the Deposits, Global’s subsidiary Global Employment Solutions, Inc. will compensate Messrs. Brill and Gwirtsman in the following manner: (a) on the date that the Deposits were made, a cash fee payable to ~~make~~each ~~new~~of ~~loans~~Messrs. Brill and ~~advances~~Gwirtsman in an amount equal to 2.5% of the Deposits, respectively; (b) upon the termination of the Guaranty, a cash fee payable to each of Messrs. Brill and ~~investments~~Gwirtsman in an amount equal to 2.5% of the amount of the Deposits, ~~TPS~~respectively; ~~may~~and ~~not~~(c) on ~~exceed~~each ~~certain~~one ~~thresholds~~month anniversary of the date that the Deposits are made, a cash fee payable to each of Messrs. Brill and Gwirtsman in an amount equal to 1.0% (pro rated for any partial month that funds remain in the Wells Fargo account) of the average balance in the Wells Fargo account from each of Messrs. Brill and Gwirtsman, respectively, during such one-month period.

We did not pay any prepayment penalties or fees in consideration for these amendments.

In consideration for the consent to the Agreement by the holders of our Senior Secured Convertible Notes, referred to herein as the Notes, and Series A Convertible Preferred Stock, referred to herein as the Preferred Stock, on March 11, 2009, we agreed with the holders thereof to amend certain provisions of the Notes and the Preferred Stock Securities Purchase Agreement. The material amendments to the Notes and the Preferred Stock Securities Purchase Agreement are as follows:

• The aggregate amount outstanding under the Credit Agreement may not exceed $15 million beginning on April 30, 2009.

• The aggregate amount outstanding under the Wells Fargo revolving loans and letters of credit may not at any time exceed $10 million.

• The maximum base interest rates (excluding default interest rate) allowed under the Credit Agreement may not exceed the WFBC Base Rate plus 3% (excluding commitment and similar per annum fees) with respect to the Wells Fargo revolving loan and the WFBC Base Rate plus 5% (excluding commitment and similar per annum fees) with respect to the Wells Fargo term note.

We did not pay any prepayment penalties or fees in consideration for these amendments.

On March 11, 2009, the holders of our Notes appointed Victory Park Management, LLC as the new collateral agent for the Notes, in replacement of Whitebox Convertible Arbitrage Partners, LP.

Item 9.01. Financial Statements and Exhibits

Exhibit #		Description	Reference
10.1		First Amendment to Credit and Security Agreement and Waiver of Default, dated as of March 11, 2009	Filed herewith
	10.2	Consent and Second Amendment to Senior Secured Convertible Notes, dated as of March 11, 2009	Filed herewith
	10.3	Consent and First Amendment to Preferred Stock Securities Purchase Agreement, dated as of March 11, 2009	Filed herewith

(d)

Exhibits


Exhibit #	Description	Reference
10.1	Second Amendment to Credit and Security Agreement dated as of April 29, 2009	Filed herewith

10.2	$2,100,000 Term Note	Filed herewith

SIGNATURE

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

	GLOBAL EMPLOYMENT HOLDINGS, INC.
Date: March 17, 2009	By:	/s/ Dan Hollenbach
Date: May 4, 2009	By:	/s/ Dan Hollenbach
		Dan Hollenbach
		Chief Financial Officer

Exhibit Index

Exhibit #		Description	~~Description~~Reference	~~Reference~~
10.1	~~10.1~~	Second Amendment to Credit and Security Agreement dated as of April 29, 2009	~~First~~Filed ~~Amendment to Credit and Security Agreement and Waiver of Default, dated as of March 11, 2009~~herewith	~~Filed herewith~~
10.2	~~10.2~~	$2,100,000 Term Note	~~Consent~~Filed ~~and Second Amendment to Senior Secured Convertible Notes, dated as of March 11, 2009~~herewith	~~Filed herewith~~
	10.4		Consent and First Amendment to Preferred Stock Securities Purchase Agreement, dated as of March 11, 2009	Filed herewith

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