U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-KSB
                                  Amendment 2

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 1999

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from ___________________ to ________________

Commission file number: 0-27637

                 Global Entertainment Holdings/Equities, Inc.
                (Name of small business issuer in its charter)

            Colorado                                           47-0811483
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

6235 South 90th Street, Omaha, Nebraska                        68127
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number: (402) 331-3189

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Exchange Act:

                                          Common Stock, .001 par value
                                               (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10KSB. 	[ ]

Issuer's revenues for its most recent fiscal year: $2,821,599

Aggregate market value of voting stock held by non-affiliates of the issuer
as of:   12/31/99: $6,919,858

Number of shares of common stock, .001 par value, outstanding on: 12/31/99
was    9,940,353

DOCUMENTS INCORPORATED BY REFERENCE

Transitional Small Business Disclosure Format: Yes   ; No x

<PAGE>

                 Global Entertainment Holdings/Equities, Inc.


FORM 10-KSB
TABLE OF CONTENTS

ITEM 1.   DESCRIPTION OF BUSINESS                                             3
1:1       Company Description                                                 3
1:2       Products and Services                                               5
1:3       Growth Strategy                                                     6
1:4       Technology                                                          7
ITEM 2.   DESCRIPTION OF PROPERTY                                             8
ITEM 3.   LEGAL PROCEEDINGS                                                   8
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 9
ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS            9
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION          10
6:1       Results of Operations                                              10
6:2       Liquidity and Capital Resources                                    13
6:3       Impact of Inflation                                                14
6:4       Contingencies                                                      14
6:5       Year 2000 Risks                                                    14
6:6       Year End 2000 Projections                                          15
ITEM 7.   FINANCIAL STATEMENTS                                               16
          Independent Auditor's Report                                       16
          December 31, 1999, 1998 and 1997                          F-1 to F-26
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE                                17
ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                  17
ITEM 10.  EXECUTIVE COMPENSATION                                             19
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT     20
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     20
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                                   22

                                       2
<PAGE>

ITEM 1. 	DESCRIPTION OF BUSINESS

This report on Form 10-KSB contains forward-looking statements that involve
risks and uncertainties.  Global Entertainment Holdings/Equities, Inc.'s actual
results may differ significantly from the results discussed in the forward-
looking statements.

Forward-Looking Information-General

This report contains a number of forward-looking statements, which reflect
Global's current views with respect to future events and financial performance
including statements regarding Global's projections, and the internet gaming
industry.  These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated.  In this report, the words
"anticipates", "believes", "expects", "intends", "future", "plans", "targets"
and similar expressions identify forward-looking statements.  Readers are
cautioned to not place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof Global undertakes no
obligation to publicly revise these forward-looking statements, to reflect
events or circumstances that may arise after the date hereof.

Additionally, these statements are based on certain assumptions that may prove
to be erroneous and are subject to certain risks including, but not limited to,
Global's dependence on limited cash resources, and its dependence on certain key
personnel within Global.  Accordingly, actual results may differ, possibly
materially, from the predictions contained herein.

1:1 Company Description

Global Entertainment Holdings/Equities, Inc. (the "Company") was incorporated in
the State of Colorado as Masadi Resources, Inc. ("Masadi"), on July 10, 1997.
On February 10, 1998, Masadi filed with the State of Colorado, Articles of
Amendment to its Articles of Incorporation and changed its name to International
Beverage Corporation.  On August 27, 1998, pursuant to a Merger Agreement,
International Beverage Corporation, merged into Global Entertainment Holdings/
Equities, Inc. (Global).  International Beverage Corporation became the
surviving corporation and on August 27, 1998, changed its name to Global
Entertainment Holdings/Equities, Inc. which is now known as the Company.

On June 30, 1998, Global, entered into an Agreement of Purchase and Sale whereby
Global acquired 100% of the issued and outstanding shares of Interactive Gaming
and Wagering NV (IGW), a Netherlands Antilles Corporation and is currently a
wholly owned subsidiary of the Company.  Interactive Gaming and Wagering, was
incorporated in Curacao, Netherlands, Antilles on May 19, 1997, and is engaged
in the business of conception of software programs for the gaming and wagering
industry.

Masadi's purpose for incorporation was to pursue its business activity in the
oil and gas exploration and production business within the geographical
boundaries of the North American Continent with emphasis on the Continental
United States.  On November 15, 1997, Masadi's shareholders voted to change its
business direction and pursue opportunities in the Beverage

                                       3
<PAGE>

Industry and on February 10, 1998, changed its name to International Beverage
Corporation.  Pursuant to the change in business direction, International
Beverage Corporation entered into a Purchase and Sale Agreement with Beverage
Source Worldwide, Inc. whereby Beverage Source Worldwide, Inc. became a wholly
owned subsidiary.  The Purchase and Sale Agreement with Beverage Source
Worldwide, Inc. was subsequently rescinded for non-performance by International
Beverage Corporation and Beverage Source Worldwide, Inc.

International Beverage Corporation began trading on the OTC Bulletin Board on
March 18, 1998, under the symbol "IBVC".  The Company, to better reflect its
name change to Global Entertainment Holdings/Equities, Inc., changed its trading
symbol on September 9, 1998, to "GAMM".

The Company's stock is presently traded on the Over The Counter Bulletin Board
under the trading symbol "GAMM".  The Company is a holding company that
concentrates its efforts in the area of Internet related companies, with special
attention to the online gaming software sector.  The Company provides financial
advisory services, including; mergers and acquisitions , capital investment and
general investment banking services to emerging Internet related companies.
Currently, the Company owns 100% of the issued and outstanding stock of
Interactive Gaming and Wagering (IGW) and as of the September 20, 1999, acquired
100% of the issued and outstanding stock of Prevail Online, Inc. a Colorado
Corporation with principal offices in San Francisco, CA that provides Web
publishing related services.

Interactive-Gaming & Wagering N.V.

Interactive Gaming & Wagering, NV (IGW) is engaged in the development,
licensing and hosting of proprietary Internet and telephony based gaming
software.  IGW's corporate Web site is  www.interactive-gaming.com.  IGW offers
a turnkey service solution to its software licensees, including gaming license
consulting, facilities services, online casino and sportsbook software, 800 call
center sportsbook software, training, application hosting services, web site
design, development and hosting, and intenet telecommunications services.

At June 30, 1998, IGW completed the testing and implementation of its
proprietary online sportsbook software through a licensee, www.VIPsports.com. As
a result, www.VIPsports.com  has   experienced significant business growth which
can be directly attributed to the successful testing and implementation program
provided by IGW.

As of the date of this filing, IGW has entered into licensing contracts with
several software licensees for its gaming software. The following is a current
list of the Company's eleven fully operational software licensee Web sites.

1. www.vipsports.com
2. www.vipcasinos.com
3. www.5cardcharlie.com
4. www.fairdealsports.com
5. www.fairdealcasino.com
6. www.gamedaycasino.com
7. www.gamedaysportsbook.com
8. www.wssbcasino.com
9. www.wallstreetsuperbook.com
10. www.fivecardcharlie.com
11. www.vipsoccer.com

                                       4
<PAGE>

Prevail Online, Inc.

At September 20, 1999, the Company completed an agreement of purchase and sale
for the purchase and acquisition of 100% of the issued and outstanding stock of
Prevail Online, Inc., a Colorado Corporation with its principle office in San
Francisco, CA. Pursuant to the terms of the acquisition, the Company conducted
a tax-free exchange of 163,500 shares of its common stock for 100 % of the
issued and outstanding shares of Prevail Online. Prevail Online will operate as
a wholly owned subsidiary of Global Entertainment Holdings.

Prevail Online operates three independent online services that attract consumers
with a combination of highly focused content and superior marketing techniques
which has made its sites among the most popular on the Web. Prevail Online's
services deliver gaming directory information through its Website
www.wheretobet.com, real time sports gaming news and statistics through
www.thesportsdaily.com, and mainstream online wagering information via
www.netbet.org.

1:2 Products and Services

Through its wholly owned subsidiaries, the Company develops and provides its
software products, Web publishing services and Web hosting services to the
independent licensees.  To its licensees, the Company provides:

Set-up

1. Assistance in procuring of initial Internet gaming license with the
   government.
2. Concept development and design of virtual casino "theme.".
3. Customization and system integration.
4. Hosting of servers.
5. Assistance in establishing e-commerce systems.

Software Features

1. Real-time functionality.
2. All odds making rules and calculations.
3. Advanced graphical user interface for enhanced visual and audio effects.
4. Preservation and analysis of all gaming data, including win/loss, game
   preferences and monitoring of player activities.
5. Accurate reporting of return on advertising Investment to optimize marketing
   resources.
6. Provision of credit card processing e-commerce and other banking services.

Java Casino Games

IGW's Java games utilize the Java programming language to provide easily
accessible online games to the Company's licensees' Websites. The cross-platform
nature of Java makes it possible to play these games on all major operating
systems, online, with no download requirements. IGW software currently provides
four (4) casino style Java Games (Videopoker, Blackjack, Roulette, slots) for
players to wager on, with several additional Java games projected to be released
throughout FY2000.

                                       5
<PAGE>

1:3 Growth Strategy

The development of telecommunications and the emergence of new technology have
created opportunities to develop new, efficient and secure ways to deliver
information and entertainment to consumers.  The Company intends to capitalize
on its technological niche and expertise to become a world leader in online
gaming software systems. The Company's key strategic objectives are to: (i)
continue supporting core holdings of Internet gaming software development and
licensing; (ii) expand to other Internet markets, through acquisitions in the
content and publishing markets; and (iii) The company will pursue opportunities
in e-commerce through the Company's wholly owned subsidiary, IGW.  The Company
will develop the software to integrate the banking operation for e-commerce.
The Company will continue to develop software that enables e-commerce through
their licensee's websites as part of the Company's software solution. The
Company proposes to seek a joint venture partner to facilitate credit card
transactions, for their licensee web sites.  However, currently no acquisitions
or joint ventures have been identified.

The Company intends to implement its business strategy by: (i) continuing to
enhance its technology; (ii) seeking key strategic alliances with companies that
are in the Internet/Technology/Software based industries, technologically
advanced, that are currently solvent, are beyond the development stage, have
positive operating cash flows/financially stable, have a seasoned management
team, and are efficiently staffed.  Currently, no acquisitions or strategic
alliances have been identified. and; (iii) developing brand name recognition
through cross marketing and merchandising.

Expand Market Integration

The Company intends to capitalize on its technological niche and early market
entry to capture a significant share of the Internet gaming software market.
The Company believes that because of the level of satisfaction from its clients
and the history of IGW in the industry as a leader (co-founding member and board
member of the Interactive Gaming Council), it has established  brand
recognition.  The Company believes that it has accomplished this through the
development of eleven (11) licensed web sites using its ITSCS (Internet &
Telephony Sportsbook & Casino System), creating market exposure over the
Internet; has developed and licensed software to one of the first operating
sportsbooks on the Web, www.VIPsports.com.; its attendance and exposure at
gaming and software expositions; has received favorable reviews from both
financial and industry publications, i.e. CNNfn, USA Today, and has obtained
exposure through various media outlets, including:  multiple national radio
interviews, television exposure, Channel 22 Business News, CNN Financial,
Today's Investor, Internet interviews and Company profile exposure, News Letter
exposure, Internet Banner Advertising, and other Internet Advertising.

Maintain High Quality, Innovative Products and Services

The Company is focused on designing a gaming experience by using leading edge
technology.  Additionally, licensees may benefit from other methods of revenue
generation, which traditional gaming machines cannot offer, such as advertising,
data collection and user analysis.

                                       6
<PAGE>

Continue Technology Development

The Company has achieved its technological niche through the development of its
proprietary software.  Furthermore, the Company has made a strong commitment to
continue research and development activities to enhance its software and to
develop new applications for new markets.  The Company will continue to use such
methods to protect its technology and moderate competition from current and
future entrants.

Sales and Marketing Strategy

The Company's sales and marketing are conducted through its Curacao, and San
Francisco offices and its Omaha, Nebraska headquarters.  As of September 20,
1999, the sales and marketing team was comprised of three (3) sales and
marketing professionals and technicians.  The managers hired to date are
experienced professionals with in-depth knowledge of Internet software and the
gaming industries.

The Company is committed to maintaining a customer-driven organization and
continues to aggressively recruit and train additional staff for the marketing
department to assist the Company in achieving its sales goals.

Competitive Environment

The Company estimates that there are currently over 30 online gaming software
developers and over 650 gaming Web sites.

Competition in the gaming software development and licensing markets come from
five primary segments:

1. Traditional Land-based Gaming
2. Internet Gaming
3. Electronic Gaming
4. Internet Service Providers
5. Other Entertainment / Media

The Company estimates the following list of companies represent the major
competition in the licensing of Internet gaming software: Starnet
Communications, Microgaming, Atlantic International Entertainment, Ltd.,
Chartwell Technology, Inc., Cryptologic, Inc. and Boss Media AB.

1:4 Technology

Redundant High-Speed Network

IGW has constructed a transaction-oriented server hosting facility in Curacao.
Tightly integrated with the Internet connection, the server farm offers a
dedicated, fully duplexed gateway into the global Internet. Taking advantage of
newly implemented connectivity hardware and security software, the facility
guarantees an unprecedented level of performance and availability. The system is
composed of high speed Dell and Compaq servers and top of the line Cisco and
Nokia networking equipment. The mission critical system components, such as the
database and web

                                       7
<PAGE>

servers, are fully fault tolerant, load-balanced, mirrored and
redundant, which protects the licensees from failures due to malfunctioning
equipment.

The highly scalable nature of IGW's system design makes provisioning for
additional capacity seamless. The network monitoring and security staff tracks
the system at all times to maintain constant awareness of the system's operating
parameters.  New equipment and bandwidth will be procured as necessary to
compensate for increased activity or anticipated peak demands.

The high quality Internet connection at IGW's network facility in Curacao is
provided by Antelecom and Teleglobe and contributes to responsive game play and
uptime for the licensees.  Each gaming transaction is stored on a database that
is replicated for redundancy and backed up online to prevent data loss.

In addition to IGW's digital network serving gaming content for its licensees,
the Company uses a state of the art proprietary e-commerce solution that
provides a high level of security and integrity for transmission of funds over
the Internet.  IGW uses Secure Sockets Layer (SSL) to encrypt and protect
transmission of sensitive data like credit card information.

ITEM 2.	DESCRIPTION OF PROPERTY

The Company's principal offices are located at 6235 S. 90th Street, Omaha,
Nebraska 68127.  The Company currently leases 2,000 sq. ft. from 90th Street.
The lease is for a period through February 28, 2004 at a rate of $1,300 per
month and adjusts upward to $1,500 in the year 2004.

ITEM 3. 	LEGAL PROCEEDINGS

On November 26, 1997, the Company as Masadi Resources, Inc. ("Company") entered
into an Agreement of Purchase and Sale ("Agreement") to purchase Beverage Source
Worldwide, Inc. ("BSI"). On May 5, 1998, the Company filed a Complaint in the
Superior Court of California, County of San Diego, asking the Court to declare
the Agreement rescinded.  The Company further alleged that various individuals
including Mark Darnell ("Darnell") had breached the Agreement and alleged, the
individuals, including Darnell had breached their fiduciary duties and had
committed other malfeasance and illegal acts.  All parties to the lawsuit other
than Darnell were dismissed prior to Trial.  The trial was held on November
8-10, 1999, in the Superior Court of San Diego.  In a Minute Order dated
December 23, 1999, the Court ruled against the Company on all counts and further
ordered that a rescission had not taken place and ordered that Darnell retained
all previously held stock interest in the company.  Subsequent to the Court's
ruling, the Company and Darnell entered into a Settlement Agreement and Mutual
Release of all Claims ("Settlement Agreement") wherein the Company paid Darnell
$75,000 and Darnell agreed to rescind the Agreement.  The $75,000 per the
Settlement Agreement was to be paid as follows: $35,000 on 2/23/00; $20,000 on
5/18/00; and $20,000 on 8/18/00.  The first two payments have been made by the
Company and the final payment will be made when due per the Agreement, on
8/18/00.  This final payment will resolve all aspects of this litigation.

The Company is not a party to any other litigation and none is contemplated nor
has any been threatened.

                                       8
<PAGE>

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following matters were submitted to a vote of security holders on August 27,
1999 at Global's Annual Meeting of Stockholders:  To allow its Board of
Directors to continue to issue equity securities in the Company to raise
$1,000,000/$10,000,000 by way of an Initial Public Offering, other appropriate
instruments, or Private Offering (504-D, 505-D, 506-D) of the Company's $.001
par value common stock; to allow the Board of Directors to declare a three (3)
for one (1) forward stock split; to give authority to the Board of Directors to
enter into and consummate a merger and acquisition agreement as best determined
at the discretion of the Board of Directors; to elect the Board of Directors for
the following year; and to ratify the retention of the CPA.

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise during the fourth quarter of the fiscal
year ended December 31, 1999 covered by this report.

ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock currently trades on the NASD Over-The-Counter
Bulletin Board under the symbol "GAMM".  The Company's high and low trading
price and volume for the past six (6) quarters as "GAMM", and during the period
the Company traded under the symbol "GAMME" from November 5, 1999 to December 2,
1999 during the 4th Quarter, 1999, are listed in the following table:

Quarterly GAMM Stock Trading Summary

Quarter                High        Low         Close        Volume

3rd Quarter 1998        $6.50    $5.0625       $5.375       10,400

4th Quarter 1998      $13.125     $5.375       $8.125       83,800

1st Quarter 1999      $17.875      $6.25      $14.125      136,500

2nd Quarter 1999      $17.625    $10.125       $12.50       85,400

3rd Quarter 1999        $7.00*     $1.87*        NA           NA

4th Quarter 1999        $4.00     $1.125        $1.50       80,200

GAMME
4th Quarter 1999       $2.625    $1.3125        $1.50       50,100

* 3:1 forward stock split ex date August 23, 1999

As of the date of this filing, the Company has outstanding options to purchase
700,500 shares of its $0.001 par value common stock as follows;

                                       9
<PAGE>

    Date of Option Grant        Options     Price         Options
    December 31, 1998           225,000    $  1.50    3 Years from Grant
    December 31, 1999           422,000    $  1.25    3 Years from Grant
    December 31, 1999             5,300    $  1.50    3 Years from Grant
    December 31, 1999            48,200    $  1.67    3 Years from Grant

As of December 31, 1999, there were 9,194,271.86 shares of Common Stock
considered to be restricted, pursuant to Rule 144 under the Securities Act of
1933, as amended (the "Securities Act").

Holders of Record:

As of December 31, 1999, there were one hundred thirty two (132) holders of
record of the Company's Common Stock, and the number of beneficial holders was
approximately four (4).

ITEM 6.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

6:1 Results of Operations

General

The Company generates operating revenues exclusively from  its  wholly owned
subsidiaries, IGW and Prevail.  The acquisition of Prevail added an additional
source of revenue for the Company through its website advertising fees.

For the Year ended December 31, 1999, Prevail generated revenues of over
$233,000, which accounted for approximately 8% of the Company's revenues for
that period.  The Company anticipates that over the next three years, 2000, 2001
and 2002 revenues generated through Prevail are anticipated to increase to $1.3
million, $2.1 million and $2.6 million, respectively.

The Company's subsidiaries, IGW and Prevail currently generate revenues from
three (3) primary sources: (i) licensing fees, (ii) monthly website hosting and
maintenance fees, and (iii) royalties and advertising fees.

Historically, approximately 50% of all gaming revenue for "Sportsbook"
operators, in the USA and abroad, are generated during American Professional and
Collegiate football season.  This statistic has proven to be steadfast during
the short time that IGW began licensing its Internet Sportsbook software
platform, as fourth quarter royalty revenue represented over 50% of all revenue
generated in 1998 and 1999.  This seasonal royalty revenue is anticipated to
continue for the Sportsbook software platform; however, with the recent
development, licensing and introduction of the new Internet based casino
software, revenues should balance out during the off season months as a result
of the additional royalties gained through the licensing of the newly introduced
Casino software.  Seasonal royalty revenue for football season currently
represents over 50% of all Company revenue, however, as new licensees and
additional software platforms are added, the revenues will balance out during
the other sport seasons.

Through research and development in the past four years, the Company identified
the opportunity of offering proprietary software and related services to online
gaming operators and successfully launched its first licensee in November 1997.
The Company encourages its licensee's to target

                                      10
<PAGE>

only customers in countries that regulate online gaming. Currently, there are
several countries which support the online gaming industry through regulation
and/or taxation, including; such nations as Sweden, Finland, Australia, Germany,
Liechtenstein, the Netherlands Antilles, Dominica and Antigua.

Since the beginning of January 1999, through December 31, 1999, revenues from
all components of the software licensing business, which include software
licensing, Website services and software licensing royalties have undergone
tremendous growth and generated revenues over $2.8 Million, representing a 287%
increase in total revenues for the twelve months ended December 31, 1999.

The following tables set forth selected information from the statements of
operations and balance sheets for the twelve months ended December 31, 1999, and
1998.

<TABLE>
<CAPTION>
Selected Statement of Operations Information

                                               For the Year Ended          For the Year Ended
                                               December 31, 1999           December 31, 1998

<S>                                               <C>                           <C>
Total Revenues                                    $2,821,599                    $  980,563
Total Expenses                                     2,786,780                     1,243,224
Income (Loss) From Operations                         34,819                      (262,661)
Total Other Income (Expense)                         (55,425)                      (15,918)
Net Profit (Loss)                                    (32,177)                     (278,579)
</TABLE>

Selected Balance Sheet Information
<TABLE>
<CAPTION>


                                               For the Year Ended           For the Year Ended
                                               December 31, 1999            December 31, 1998
<S>                                               <C>                           <C>
Total Current Assets                              $1,869,295                    $1,088,155
Total Current Liabilities                            762,021                       228,767
Total Property & Equipment                         1,640,135                        62,923
Total Liabilities                                  1,122,416                       282,235
Total Other Assets                                   135,195                       280,424
Total Assets                                       3,644,625                     1,431,502
Net Shareholders' Equity                           2,522,209                     1,149,267

</TABLE>

The Company's revenues increased over 287% to $2,821,599 for the year ended
December 31, 1999 as compared to $980,563 for the twelve months ended December
31, 1998.

The growth is primarily due to additional revenues generated from software
licensing, and Website services for licensees (including Royalties). The
Company, through IGW, offers to its licensees Internet based Casino and
Sportsbook software as well as telephone based (call centers) Sportsbook
software.  Revenues from software licensing of $445,000, hosting services of
$159,000 and royalties of $1,983,773 which are the significant income sources,
accounted for 91.7% of the total revenues for the twelve months ended December
31, 1999.  At June 30, 1999, the Company had entered into agreements with 6
licensees and as of December 31, 1999, the Company supports 11 fully operational
licensee Web sites.

                                      11
<PAGE>

On August 20, 	On August 20, 1999, Global Entertainment Holdings/Equities,
Inc., (Global), issued 43,500 shares of its common stock to acquire 100% of the
issued and outstanding shares of Prevail OnLine, Inc., (Prevail), a Colorado
Corporation, incorporated on July 21, 1999.  Concurrent with issuance of the
43,500 shares of stock to acquire Prevail, Global issued 120,000 shares to an
unrelated party to acquire a website known as wheretobet.com and a domain name
known as netbet.org.

In 1999, the Company entered into an agreement with an independent third party
to design and develop a Website page known as "Sports Daily".  The Sports Daily
Website Page is intended to give the Company's current clientele, sport
enthusiast and future customers information about the all major sports events,
game times, statistics, weather conditions, injury report, major sports events,
and current sports news.  The Sports Daily Website is not a gaming or wagering
activity.  The Company estimates that the Website as designed and developed at
June 30, 1999 will have a useful life of three years.

Prevail, has used the wheretobet.com, website to sell banner advertising as its
source of revenue since the acquisition of the website.

The wheretobet.com website and the netbet.org domain name where acquired from an
unrelated party for a total sum of $700,000.  At the acquisition date Prevail
paid a down payment of $75,000 and signed a non interest bearing note of
$225,000 payable in nine monthly installments commencing one month from the
closing date of the Agreement.  In addition, Global issued 120,000 shares of its
common stock for a value of $400,000.  The asset purchase and sale agreement
contains the following provision;  The stock that is to be transferred to
Sellers will contain therewith a put and call provision as follows; (i) Sellers
will have the right to put the stock to the Purchaser anytime after six (6)
months from the closing, but before twelve (12) months from the closing at the
net price of $400,000 (US); (ii) The Purchaser will have the right to call the
stock from Sellers anytime after six (6) months from the closing but before
twelve (12) months from closing at the net price of $800,000 (US).

Within the next fiscal year, the Company will seek to contract with four (4)
additional licensees.  The Company's and IGW's success in contracting with these
additional licensees, may have the potential of generating, through the
combination of a fixed licensee fee, royalty fees and hosting fees, an
additional $1.5 million in annual revenues for the Company.

The Company expects to attract two (2) of the proposed four (4) licensees
within the first and second quarters of the year 2000 and to sign the remaining
two (2) licensees in the second half of the year.

The Company anticipates an investment of an additional $1 million in hardware
and software to accommodate the additional four (4) licensee contracts.

Operating expenses were $2,786,780 for the twelve months ended December 31, 1999
and  $1,243,224 for December 31, 1998. As a percentage of revenues, operating
expenses decreased from 127% (inclusive of one time charge) to 98% as a result
of substantial revenue growth and efficiencies gained as the Company handled a
greater level of activity.

                                       12
<PAGE>

Income from operations for the twelve months ended December 31, 1999 was $34,819
as compared to an operating loss of ($262,661) (inclusive of a one time
extraordinary write off) for December 31, 1998.

The Company expects licensing revenues to continue to grow as more licensees
commence operations and royalties from existing licensee's Internet gaming
operations increase.

Tax expense for the twelve months ended December 31, 1999 was $11,571, as
compared to $0 for  1998.  The majority of the Company's income is generated
from IGW in Curacao and is taxed at the rate of 2.4%.

6:2 Liquidity and Capital Resources

At December 31, 1999, the Company had $236,184 in cash and cash equivalents, as
compared to $122,422 at December 31, 1998. The increase in cash balance is
mainly a result of the increased operating profits and financing activities.

Working capital at December 31, 1999 increased to $1,107,274 as compared to
$869,388 at December 31, 1998. Accounts receivable at December 31, 1999
increased to $1,511,226 as compared to $962,249 at December 31, 1998.  The
majority of the receivables are from new licensees that were offered an
installment payment plan on the initial licensing fees and from operating
licensees, which have a 30-day term agreement for royalties.

Net cash generated from operating activities for the twelve months ended
December 31, 1999 increased to $560,607 as compared to a net use of $383,458 for
the twelve months ended December 31, 1998.  The increase in cash from operations
was primarily due to the write off of impaired assets of $607,844 at December
31, 1998 year-end and the increase in revenues.

Net cash used for investing activities for the twelve months ended December 31,
1999 was $1,492,616 as compared to $589,175 for the twelve months ended December
31, 1998.  The increase was primarily due to an increase in purchases of
computer equipment and the purchase of Website domains www.wheretobet.com and
www.netbet.org.  Net cash provided by financing activities for the twelve months
ended December 31, 1999, was $1,045,771, as compared to $965,579 for the twelve
months ended December 31, 1998.

Revenues and directly related expenses are recognized in the period in which
they occur. Revenues and related expenses are recognized from the sale of the
licenses when persuasive evidence of an arrangement exists, delivery of access
to the software has occurred, the license fee has been determined and
collectability of the license fee is probable. License fees are billed to be
paid in three installments over a relatively short period of time, usually
within ninety days.  Once the arrangement has been contractually agreed upon
there are no customer cancellation privileges.  Fees that the Company may be
entitled to are referred to as royalties and are not recognized until such time
as the licensee has actually earned revenues through the use of the software and
in accordance with the licensing agreement has notified the Company of its
sales.  Once the Company has been notified that royalties are due from the
licensing of its software and collectability is probable, royalty income is
recognized.  Revenues earned from efforts to assist a purchaser establish and
maintain a base for operations are known as hosting revenues and are recognized
upon receipt of funds.  Costs incidental to royalty income and hosting
activities are recognized in the same period as the related revenues are
recognized.


                                       13
<PAGE>

The Company has accounts receivable from License fees, Royalties, Hosting and
Maintenance services of $1,511,226 of which $585,245 is less than 30 days old
and $925,981 that extends beyond 30 days.

6:3 Impact of Inflation

The Company believes that inflation has not had a material effect on its past
business.

6:4 Contingencies

The Company is not the subject of any lawsuit, except that which is indicated in
Note #3 in the consolidated financial statements.

6:5 Year 2000 Risks

Currently, many computer systems, hardware and software products are coded to
accept only two digit entries in the date code field and, consequently, cannot
distinguish 21st century dates from 20th century dates.  The interactions
between various software and hardware platforms often rely upon the date coding
system.  As a result, many companies' software and computer systems may need to
be upgraded or replaced in order to function properly after the turn of the
century.  The Company, its licensees and suppliers are reliant on computers and
related automated systems for daily business operations.

Failure to achieve at least a minimum level of Year 2000 systems compliance by
both the company and its suppliers would have a material adverse effect on the
Company.

The Company has completed the process of identifying computer systems that could
be affected by the Year 2000 issue as it relates to the Company's internal
hardware and software, as well as third parties that provide the Company with
goods or services.  Three categories or general areas have been identified for
review and analysis:

1.  Systems providing licenses services.  These include hardware and software
systems that are used to provide services to the Company's customers in the form
of Internet connectivity, e-mail servers, authentication servers, gaming
servers, database servers, etc.  Hardware in the form of routers and switches
are also included in this area.

2.  Third party vendors providing critical services including circuits,
hardware, long distance Internet connectivity and related products.  These
include telco providers, suppliers of routers, modems, switches, odd feeds, etc.

3.  Critical internal systems that support the Company's administrative systems
for billing and collecting, general accounting systems, computer networks, and
communication systems.

The Company has completed its Year 2000 compliance review and asset
inventorying. The critical systems are computer hardware, business critical off-
the-shelf software, and telecommunications.  The Company's critical hardware is
no more than one-year-old and Y2K compliance information from the manufacturers
has been obtained and documented.  The existing critical hardware is 100%
compliant. Critical development, operating systems and application off-the-shelf
software is approximately 90% from Microsoft and statements of

                                      14
<PAGE>

compliance have been attained by those who are compliant.  The Company also has
statements of compliance from Setel N.V. and Antelecom N.V., their
telecommunications providers-both warrant 100% compliance.  The Company will
continue to monitor critical vendors for any changes in their compliance
statements.  All newly acquired hardware systems, operating systems, and
software are required to be vendor certified for Year 2000 compliance.

The Company has implemented redundancy into the critical internal systems as a
contingency plan for potential Year 2000 failures, as well as other types of
unforeseen disasters.  All active critical hardware and software have duplicate
backup hardware and software for equipment or software failure.  All critical
equipment is protected by virtue of Uninterruptible Power Supplies and an
electrical generator is available in the event of total electrical power
failure.

Additionally, the Company has tested the existing systems for Year 2000
compliance.  It has been determined that the existing billing and billing
presentment systems are Year 2000 compliant.

Based on growth, the Company plans to implement new hardware platforms and
software systems that should be Year 2000 compliant and therefore costs
specifically allocated to Year 2000 compliance may not be significant, and have
not been significant to date.

The nature of the Company's business makes it dependent on computer hardware,
software, and operating systems that are susceptible to Year 2000 issues.
Failure to attain at least minimum levels of Year 2000 compliance would have a
material adverse effect on the Company's ability to deliver services.

The Company believes that its banking relationships, and transfer agent are Year
2000 Compliant.  Should any of these third party vendors not be Year 2000
Compliant, the Company will experience little to no adverse material impact on
its cash flow or prohibit its ability to continue operations.

6:6  Year End 2000 Projections

The Company anticipates that a substantial portion of its revenues for year end
December 31, 2000 will be generated through Royalty Fees, License Fees, Site
Maintenance and Hosting Fees, Website Advertising and Sponsorships.

                                      15
<PAGE>

ITEM 7.	FINANCIAL STATEMENTS

                            Schvaneveldt & Company
                         Certified Public Accountant
                         275 East South Temple #300
                         Salt Lake City, Utah 84111
                               (801) 521-2392


                         Independent Auditors Report

Board of Directors
Global Entertainment Holdings/Equities, Inc., & Subsidiaries

I have audited the accompanying consolidated balance sheets of Global
Entertainment Holdings/Equities, Inc., & Subsidiaries, as of December 31, 1999,
1998 and 1997, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years then ended December 31, 1999,
1998 and 1997.  These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on these
financial statements based on my audit.  As described in Note #18, to the
financial statements, subsequent to the issuance of the report the financial
statements of the Company for the year ended December 31, 1999 were restated.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the  financial statements are free of material
misstatements.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and the significant
estimates made by management, as well as evaluating the overall financial
statements presentation.  I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of Global Entertainment
Holdings/Equities, Inc., & Subsidiaries, as of  December 31, 1999, 1998 and
1997, and the consolidated results of their operations and their cash flows for
the years ended December 31, 1999, 1998 and 1997, in conformity with generally
accepted accounting principles.



/s/Darrell Schvaneveldt
Salt Lake City, Utah
March 10, 2000
Except as to Note #18 which is May 10, 2000

                                       16
<PAGE>
<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                         Consolidated Balance Sheets
                       December 31, 1999, 1998 and 1997

                                                  December           December          December
                                                  31, 1999           31, 1998          31, 1997
<S>                                             <C>                <C>                <C>
Assets
Current Assets
Cash & Cash Equivalents (Note #2)               $  236,184         $  122,422         $  129,476
Accounts Receivable (Note #12) Net of
Provision for Bad Debts of $71,800               1,511,226            962,249                 -0-
Prepaid Expenses                                    67,941              3,484                 -0-
Loan Receivable - Related Party                         -0-                -0-           125,000
Interest Receivable                                  2,632                 -0-                -0-
Employee Accounts Receivable                        51,312                 -0-                -0-
Total Current Assets                             1,869,295          1,088,155            254,476

Property & Equipment (Note #6)
Automobile - Net                                    59,484                 -0-                -0-
Package Software - Net                             108,951              4,859                 -0-
Office Improvements - Net                           21,696              1,970                 -0-
Computer Equipment - Net                           590,819             40,664                 -0-
Furniture & Fixtures - Net                         121,288             15,430                 -0-
Websites (Note #9)                                 737,897                 -0-                -0-

Total Property & Equipment                       1,640,135             62,923                 -0-

Other Assets
Security Deposit                                    17,220             13,626                 -0-
Software Design & Development - Net (Note #4)      117,975            216,798                 -0-
Receivable BSW - Net (Note #3)                          -0-            50,000            200,000
Investment - BSW (Note #3)                              -0-                -0-             1,375

Total Other Assets                                 135,195            280,424            201,375

Total Assets                                    $3,644,625         $1,431,502         $  455,851

</TABLE>

                                      F-1
    The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Consolidated Balance Sheets -Continued-
                      December 31, 1999, 1998 and 1997


                                                  December           December          December
                                                  31, 1999           31, 1998          31, 1997

Liabilities & Stockholders' Equity
<S>                                             <C>                <C>               <C>
Current Liabilities
Accounts Payable                                $  304,021         $   23,844                 -0-
Accrued Expenses                                    13,471                 -0-                -0-
Accrued Interest                                    40,170             12,565                 -0-
Accrued Wages                                       49,930             17,800                 -0-
Customer Deposits                                   35,880                 -0-                -0-
Current Portion - Capital Leases (Note #7)          31,285              9,558                 -0-
Current Portion - Notes Payable (Note#7)           240,000            165,000            250,000
Note Payable - Line of Credit                       35,693                 -0-                -0-
Income Taxes Payable                                11,571                 -0-                -0-

Total Current Liabilities                          762,021            228,767            250,000

Long Term Liabilities
Notes Payable (Note #7)                            565,000            215,000                 -0-
Less Current Portion (Note #7)                (    240,000)       (   165,000)                -0-

Total Long Term Notes Payable                      325,000             50,000                 -0-

Capital Lease Payable (Note #7)                     35,395              3,468                 -0-

Net Long Term Liabilities                          360,395             53,468                 -0-

Total Liabilities                                1,122,416            282,235            250,000

Stockholders' Equity
Preferred Stock, 25,000,000 Shares Authorized,
at $.001 Par Value, None Issued
Common Stock 100,000,000 Shares Authorized,
Par Value of $.001; 9,940,353; 9,455,682 &
891,963 Shares Issued & Outstanding
Respectively Retroactively Restated                  9,940              9,456                891
Paid In Capital                                  2,854,948          1,450,313            236,883
Retained Earnings (Deficit)                    (   342,679)       (   310,502)       (    31,923)

Net Stockholders' Equity                         2,522,209          1,149,267            205,851

Total Liabilities &
Stockholders' Equity                            $3,644,625         $1,431,502         $  455,851

</TABLE>

                                       F-2
    The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

          Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                     Consolidated Statement of Operations
             For the Years Ended December 31, 1999, 1998 and 1997

                                                  December           December          December
                                                  31, 1999           31, 1998          31, 1997
<S>                                             <C>                <C>                <C>
Revenues
License Fees                                    $  445,000         $  150,000         $       -0-
Royalty Fees                                     1,983,773            812,018                 -0-
Hosting Income                                     159,090             18,545                 -0-
Advertising Revenues                               233,736                 -0-                -0-

Total Revenues                                   2,821,599            980,563                 -0-

Expenses
Bad Debt Provision                                  71,800                 -0-                -0-
Uncollectible Fees Written Off                     180,030                 -0-                -0-
Amortization                                       191,696            110,592                 -0-
Depreciation                                       233,857             35,299                 -0-
Rents                                              225,593             78,855              1,041
Professional Fees                                  138,058             61,864             30,342
Travel                                              57,904             47,551                 -0-
Financial & Investor Relations                     149,829                 -0-                -0-
Administrative Expenses                            461,797            153,103              1,865
Consulting                                         749,334            148,116                 -0-
Advertising                                         72,906                 -0-                -0-
Write Off Impaired Asset (Note #3)                      -0-           607,844                 -0-
Litigation Settlement (Note #15)                    75,000                 -0-                -0-
Bandwidth Expenses                                 125,091                 -0-                -0-
Options Issued Expense (Note #5)                    68,625                 -0-                -0-

Total Expenses                                   2,801,520          1,243,224             32,948

Income (Loss) from Operations                       20,079        (   262,661)       (    32,948)

Other Income (Expenses)
Interest (Expense)                             (    59,353)       (    21,220)       (       500)
Interest Income                                      3,928                782              1,525
Forgiveness of Debt                                     -0-             4,520                 -0-

Total Other Income (Expenses)                  (    55,425)       (    15,918)             1,025

</TABLE>

                                       F-3

   The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
               Consolidated Statement of Operations -Continued-
            For the Years Ended December 31, 1999, 1998 and 1997

                                                  December           December          December
                                                  31, 1999           31, 1998          31, 1997
<S>                                            <C>                <C>                <C>
Income (Loss) Before Taxes                     (    20,606)        (   278,579)       (    31,923)

Provisions for Income Tax (Note #10)           (    11,571)                -0-                -0-

Net (Loss)                                     ($   32,177)       ($  278,579)       ($   31,923)

Basic Earnings (Loss) Per Share                 $      N/A        ($      .03)       ($      .04)

Diluted Earnings Per Share                      $      N/A                N/A                N/A

Weighted Average Shares Outstanding
Retroactively Restated                          10,338,897          7,855,533            799,998

Weighted Average Shares & Options
Outstanding                                     10,338,897          7,855,533            799,998

</TABLE>

                                       F-4

   The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                     Statement of Stockholders' Equity
             For the Period July 10, 1997 to December 31, 1999

                                                          Common Stock       Paid In         Retained
                                             Shares          Amount          Capital         Earnings

<S>                                          <C>            <C>              <C>             <C>
Balance, July 10, 1997                            -0-       $      -0-       $      -0-      $      -0-

09/11/97
Shares Issued to Incorporators
for Cash at $.002 Per Share
Retroactively Restated                       257,142              257              343

09/11/97
Shares Issued for Cash at $0.23
Per Share Retroactively Restated             621,429              621          134,379

12/31/97
Shares Issued for Cash at $9.33
Per Share Retroactively Restated              13,392               13          124,987

Cost of Shares Sold                                                         (   22,826)

Net Loss for the Year Ended
December 31, 1997                                                                           (   31,923)

Balance, December 31, 1997                   891,963              891          236,883      (   31,923)

02/27/98
Shares Issued for Cash at $9.33
Per Shares Retroactively Restated             40,821               41          380,959

02/27/98
Shares Issued to Directors at
$0.001 Per Share                               5,694                6

02/27/98
Shares Issued Pursuant to
Agreement of Purchase & Sale
of Beverage Worldwide, Inc.                  589,287              589

03/11/98
Shares Issued to Directors at
$0.001 Per Share                               4,287                4

</TABLE>

                                       F-5

   The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                 Statement of Stockholders' Equity -Continued-
              For the Period July 10, 1997 to December 31, 1999


                                                          Common Stock       Paid In         Retained
                                             Shares          Amount          Capital         Earnings
<S>                                        <C>                  <C>         <C>              <C>
03/26/98
Shares Issued for Cash at $9.33
Per Share Retroactively Restated              14,142               14          131,986

04/06/98
Shares Issued to Incorporators of
Global Entertainment Holdings, Inc.
(Private Corporation) $0.0003 Per Share    1,423,500            1,423       (      949)

04/06/98
Shares Issued for Directors Fees at
$0.0003 Per Share Retroactively Restated     105,674              106       (       77)

06/25/98
Shares Issued for Cash at $0.22 Per
Share Retroactively Restated                 720,000              720          159,280

06/30/98
Shares Issued to Acquire Interactive
Gaming & Wagering, Inc., NV, by
Global Entertainment Holdings/Equities,
Inc., (Private Corporation) at $0.029
Per Share                                  5,134,500            5,135          143,752

08/13/98
Shares Canceled for Rescission of
Beverage Source Worldwide, Inc.           (  589,287)      (      589)

08/27/98
Shares Issued for Programming Services
at $0.25 Per Share Retroactively Restated    888,696              889          221,475

08/27/98
Shares Issued for Cash at $0.61 Per Share
Retroactively Restated                       107,670              108           65,695

08/28/98
Shares Issued for Legal Services at $0.33
Per Share Subsequent to Reverse Merger
Takeover Retroactively Restated                8,160                8            2,715

</TABLE>

                                       F-6

   The accompanying notes are an integral part of these financial statements

<PAGE>

<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                 Statement of Stockholders' Equity -Continued-
              For the Period July 10, 1997 to December 31, 1999


                                                          Common Stock       Paid In         Retained
                                             Shares          Amount          Capital         Earnings

<S>                                       <C>                   <C>          <C>            <C>
11/03/98
Shares Issued for Cash at $0.42 Per
Share Retroactively Restated                  45,000               45           18,705

12/14/98
Shares Issued for Services at $0.33
Per Share Retroactively Restated              15,000               15            4,940

12/30/98
Shares Issued for Cash at $1.67 Per
Share Retroactively Restated                  51,000               51           84,949

Rounding Adjustment                       (      425)

Net Loss for the Year Ended
December 31, 1998                                                                           (  278,579)

Balance, December 31, 1998                 9,455,682            9,456        1,450,313      (  310,502)

01/18/99
Shares Returned & Canceled                (   22,839)      (       23)              23

03/05/99
Shares Issued for Consulting
Fees at $3.00 Per Share                        9,000                9           26,991

04/19/99
Shares Issued for Cash at $2.25
Per Share                                     30,000               30           67,470

04/19/99
Shares Issued for Cash at $2.50
Per Share                                      9,000                9           22,491

04/19/99
Shares Issued for Cash at $4.66
Per Share                                     13,497               13           62,972

</TABLE>

                                       F-7

   The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

	Global Entertainment Holdings/Equities, Inc., & Subsidiaries
	Statement of Stockholders' Equity -Continued-
	For the Period July 10, 1997 to December 31, 1999


                                                          Common Stock       Paid In         Retained
                                             Shares          Amount          Capital         Earnings

<S>                                       <C>              <C>                 <C>           <C>
04/20/99
Shares Returned by Terminated
Employee                                  (    9,999)      (       10)              10

05/10/99
Shares Issued for Cash at $2.66
Per Share                                     89,100               89          237,511

06/17/99
Shares Issued for Prepaid Public
Relations at $3.33 Per Share                  39,000               39          129,944

06/21/99
Shares Issued for Note Payable
Incentive at $0.375 Per Share                  6,000                6            2,244

06/25/99
Shares Issued for Consulting
Services at $3.33 Per Share                    3,000                3            9,997

08/19/99
Shares Issued for Furniture at $3.33
Per Share Retroactively Restated                 690                             2,300

08/19/99
Shares Issued for Legal Services at
$3.33 Per Share Services Retroactively
Restated                                       6,000                6           19,996

08/19/99
Shares Issued for Cash at $3.25
Per Share Retroactively Restated              30,000               30           97,470

08/27/99
Shares Issued for Cash at $2.67
Per Share Retroactively Restated              30,000               30           79,970

08/27/99
Shares Issued for Cash at $0.89 Per
Share Retroactively Restated                   9,000                9            7,991

</TABLE>

                                       F-8

   The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                 Statement of Stockholders' Equity -Continued-
              For the Period July 10, 1997 to December 31, 1999


                                                          Common Stock       Paid In         Retained
                                             Shares          Amount          Capital         Earnings
<S>                                          <C>                  <C>          <C>            <C>
09/22/99
Shares Issued for Legal Services
at $4.00 Per Share                             1,000                1            3,999

09/23/99
Shares Issued for Technology at
$4.00 Per Share                                1,500                1            5,999

09/23/99
Issued Share to Acquire Prevail
Online, Inc., and Websites at
$2.45 Per Share                              163,500              163          399,837

10/19/99
Issued Shares for Cash at $1.83
Per Share                                      3,000                3            5,497

11/05/99
Issued Shares for Consulting at
$3.81 Per Share                                  500                1            1,904

11/05/99
Issued Shares for Accounting
Services at $2.85 Per Share                      700                1            1,999

11/05/99
Issued Shares for Accrued  Interest
Expenses at $2.37 Per Share                    9,000                9           21,311

11/05/99
Issued Shares for Cash at $2.75
Per Share                                      5,000                5           13,745

11/05/99
Issued Shares for Miscellaneous
Services at $3.25 Per Share                      500                1            1,624

12/31/99
Issued Shares for Employee
Bonuses at $1.00 Per Share                    16,300               16           16,284

</TABLE>

                                       F-9

   The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                 Statement of Stockholders' Equity -Continued-
              For the Period July 10, 1997 to December 31, 1999


                                                          Common Stock       Paid In         Retained
                                             Shares          Amount          Capital         Earnings
<S>                                       <C>              <C>           <C>                <C>
12/31/99
Issued Shares for Technology at
$0.66 Per Share                               15,012               15            9,985

12/31/99
Issued Shares for Technology at
$0.75 Per Share                               34,903               35           26,140

Shares Returned to Company
and Canceled                              (    7,613)      (        7)               7

Rounding Adjustment                       (       80)

Paid In Capital - Options                                                       53,885

Contributed Capital                                                             75,039

Net Profit for Year Ended
December 31, 1999                                                                           (   32,177)

Balance, December 31, 1999                 9,940,353        $   9,940    $   2,854,948      ($ 342,679)

</TABLE>

                                       F-10

   The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                          Statements of Cash Flows
             For the Years Ended December 31, 1999, 1998 and 1997

                                                  December           December          December
                                                  31, 1999           31, 1998          31, 1997
<S>                                            <C>                <C>                <C>
Cash Flows from Operating Activities
Net (Loss)                                     ($   46,917)       ($  278,579)       ($   31,923)
Adjustment to Reconcile Net Income (Loss) to
Net Cash Provided by Operating Activities;
Amortization                                       191,696            110,592                 -0-
Depreciation                                       233,857             35,299                 -0-
Write off of Impaired Asset                             -0-           607,844                 -0-
Forgiveness of Debt                                     -0-       (     4,520)                -0-
Non Cash Expenses                                  131,654              8,194                 -0-
Rounding                                                -0-                 2        (         1)
Provisions for Bad Debt                             71,800                 -0-                -0-
Write Off Uncollectible Fees Receivable            180,030                 -0-                -0-
Options Issued Expense                              68,625                 -0-                -0-
Change in Operating Assets & Liabilities;
(Increase) Decrease in Fees Receivable         (   548,977)       (   962,249)                -0-
(Increase) Decrease in Prepaid Expenses        (    64,457)       (     3,448)                -0-
(Increase) Decrease in Security Deposits       (     3,594)       (    13,626)                -0-
(Increase) Decrease in Interest Receivable     (     2,632)                -0-                -0-
(Increase) Decrease in Employee Receivable     (    51,312)                -0-                -0-
Increase in Accounts Payable                       280,177             23,844                 -0-
Increase in Accrued Expenses                        13,471                 -0-                -0-
Increase in Taxes Payable                           11,571                 -0-                -0-
(Decrease) Increase in Accrued Interest             27,605             12,565                 -0-
(Decrease) Increase in Accrued Wages                32,130             17,800                 -0-
Increase in Loan Receivable                             -0-                -0-       (   125,000)
Increase in Customer Deposits                       35,880                 -0-                -0-

Net Cash Provided (Used) in Operating Activities   560,607        (   446,286)       (   156,924)

Cash Flows from Investing Activities
Purchase of Websites (Note #9)                 (   402,813)                -0-                -0-
Purchase of Software Design & Development      (    27,957)       (    70,956)                -0-
Purchase of Automobile                         (    70,949)                -0-                -0-
Purchase of Package Software                   (   110,151)       (     7,289)                -0-
Purchase of Office Improvements                (    23,931)       (     1,970)                -0-
Purchase of Computer Equipment                 (   725,035)       (    67,173)                -0-
Purchase of Furniture & Fixtures               (   131,780)       (    21,790)                -0-
Loan to BSW                                             -0-       (   456,844)       (   201,000)
Cash from Interactive Gaming & Wagering, Inc.,
NV, Purchase Acquisition by Stock Issued                -0-            99,675                 -0-
Net Cash (Used) in Investing Activities        ( 1,492,616)       (   526,347)       (   201,000)

</TABLE>

                                       F-11

   The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                    Statements of Cash Flows -Continued-
               For the Years Ended December 31, 1999, 1998 and 1997

                                                  December           December          December
                                                  31, 1999           31, 1998          31, 1997
<S>                                            <C>                <C>                 <C>
Cash Flows from Financing Activities
Increase in Capital Lease Liabilities               66,414             19,608                 -0-
Payments on Capital Lease Liabilities          (    12,760)       (     6,582)                -0-
Increase in Notes Payable                          525,000            110,000            240,000
Payment on Notes Payable                       (   175,000)                -0-                -0-
Sale of Common Stock                               595,335            842,553            247,400
Contributed Capital                                 46,782                 -0-                -0-

Net Cash Provided by Financing Activities        1,045,771            965,579            487,400

Increase (Decrease) in Cash & Cash
Equivalents                                        113,762        (     7,054)           129,476

Cash & Cash Equivalents at Beginning
of Period                                          122,422            129,476                 -0-

Cash & Cash Equivalents at End of Period        $  236,184         $  122,422         $  129,476

Disclosures from Operating Activities
Interest Expense                                $   59,353         $   21,220         $      500
Taxes                                                   -0-                -0-                -0-

Significant Non Cash Transactions
Issued 5,134,500 Shares to Acquire
Interactive Gaming & Wagering, Inc., NV.        $       -0-        $  148,887                 -0-
Issued 1,423,500 Shares to Incorporators                -0-             474                   -0-
Issued 8,160 Shares for Legal Services                  -0-             2,720                 -0-
Issued 117,651 Shares for Director Fees                 -0-             118                   -0-
Issued 888,696 Shares for Programing Services           -0-             222,174               -0-
Issued 15,000 Shares for Services                       -0-             5,000                 -0-
Issued 39,000 Shares for Prepaid Public Relations  129,983                 -0-                -0-
Issued 6,000 Shares for Interest Expense             2,250                 -0-                -0-
Issued 9,000 Shares for Consulting Services         27,000                 -0-                -0-
Issued 3,000 Shares for Consulting Services         10,000                 -0-                -0-
Issued 690 Shares for Furniture                      2,300                 -0-                -0-
Issued 6,000 Shares for Legal Services              20,000                 -0-                -0-
Issued 1,000 Shares for Legal Services               4,000                 -0-                -0-
Issued 1,500 Shares for Technology                   6,000                 -0-                -0-
Issued 163,500 Shares for Acquisition of
Prevail OnLine, Inc.                               400,000                 -0-                -0-
Issued 500 Shares for Consulting Services            1,905                 -0-                -0-

</TABLE>

                                       F-12

The accompanying notes are an integral part of these financial statements

<PAGE>
<TABLE>
<CAPTION>

	Global Entertainment Holdings/Equities, Inc., & Subsidiaries
	Statements of Cash Flows -Continued-
	For the Years Ended December 31, 1999, 1998 and 1997


                                                  December           December          December
                                                  31, 1999           31, 1998          31, 1997
<S>                                                <C>                <C>              <C>
Significant Non Cash Transactions -Continued-
Issued 700 Shares for Accounting Services            2,000                 -0-                -0-
Issued 9,000 Shares for Accrued Interest Payable    21,320                 -0-                -0-
Issued 500 Shares for Miscellaneous Services         1,625                 -0-                -0-
Issued 16,300 Shares for Employee Bonuses           16,300                 -0-                -0-
Issued 15,012 Shares for Technology                 10,000                 -0-                -0-
Issued 34,903 Shares for Technology                 26,175                 -0-                -0-

</TABLE>

                                       F-13

The accompanying notes are an integral part of these financial statements

<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                         Notes to Financial Statement

NOTE #1 - Organization

The Company was incorporated on July 10, 1997, under the laws of the state of
Colorado using the name Masadi Resources, Inc.  On February 10, 1998, Articles
of Amendment were filed changing the name to International Beverage Corporation.
Pursuant to a Merger Agreement dated August 27, 1998, International Beverage
Corporation merged with Global Entertainment Holdings/Equities, Inc., and
subsequently the surviving corporation became known as Global Entertainment
Holdings/Equities, Inc.

The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the laws of the state of Colorado.
The Company currently has two wholly owned subsidiaries; Interactive Gaming and
Wagering NV, (IGW), a Netherlands Antilles Corporation in Curacao, Netherlands
Antilles, and Prevail Online, Inc., (Prevail), a Colorado Corporation.  IGW, is
engaged in the conception and creation of computer software programs for the
gaming and wagering industry.  Prevail, was purchased in August of 1999 and it
is engaged in the creation and operation of websites and derives its revenues
from banner advertising.

NOTE #2 - Significant Accounting Policies

A.  The Company uses the accrual method of accounting.
B.  Revenues and directly related expenses are recognized in the period in which
    they occur.  Revenues and related expenses are recognized from the sale of
    the licenses when persuasive evidence of an arrangement exists, delivery of
    access to the software has occurred, the license fee has been determined and
    collectability of the license fee is probable.  License fees are billed to
    be paid in three installments over a relatively short period of time,
    usually within ninety days.
C.  The Company considers all short term, highly liquid investments that are
    readily convertible, within three months, to known amounts as cash
    equivalents.  The Company currently has no cash equivalents.
D.  Basic Earnings Per Shares are computed by dividing income available to
    common stockholders by the weighted average number of common shares
    outstanding during the period.  Diluted Earnings Per Share shall be computed
    by including contingently issuable shares with the weighted average shares
    outstanding during the period.  When inclusion of the contingently issuable
    shares would have an antidilutive effect upon earnings per share no diluted
    earnings per share shall be presented.
E.  Consolidation Policies:  The accompanying consolidated financial statements
    include the accounts of the company and its wholly-owned subsidiaries.
    Inter-company transactions and balances have been eliminated in
    consolidation.
F.  Depreciation: The cost of property and equipment is depreciated over the
    estimated useful lives of the related assets.  The cost of leasehold
    improvements is amortized over the lesser of the length of the lease of the
    related assets of the estimated lives of the assets.  Depreciation and
    amortization is computed on the straight line method.
G.  Estimates:   The preparation of the financial statements in conformity with
    generally accepted accounting principles requires management to make
    estimates and assumptions that affect the amounts reported in the financial
    statements and accompanying notes.  Actual results could differ from those
    estimates.

                                      F-14
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #2-Significant Accounting Policies -Continued-

H.  Foreign Currency: All cash transactions in the Netherlands Antilles are
    conducted from the Antilles Banking Corporation in United States dollars.

I.      Stock Options are valued at the difference in the market price of the
        shares on the day of the grant and the present value of the shares at a
        risk free discounted rate for the option period.  When restricted shares
        are to be acquired by exercise of the options the Company may apply a
        marketability discount to the deemed value of the options.

J.      Websites:  Internal and external costs incurred to develop websites are
        capitalized.  Costs are capitalized when its probable that the website
        will be completed and will be used to perform the function intended.
        When it is probalbe that upgrades and enhancements will result in
        additional functionality such costs are capitalized.  Websites will be
        considered to be impaired that it no longer provides substantial service
        potential, or significant changes occur in the extent or manner in which
        the website is used.  Impairmant write off will be recognized in the
        period when impairment is deemed by management to have occurred.


NOTE #3 - Acquisition and Rescission of Beverage Source Worldwide, Inc.

Pursuant to an Agreement of Purchase between Masadi Resources, Inc., and
Beverage Source Worldwide, Inc., dated November 26, 1997, the Company issued
589,287 shares of its $.001 par value common stock in exchange for 1,500 shares
of Beverage Sources Worldwide, Inc.  At December 31, 1997, the Company had
advanced to its subsidiary, Beverage Source Worldwide, Inc., $200,000 and in the
early months of 1998 the Company advanced an additional $457,844 to Beverage
Source Worldwide, Inc.   Minutes of an Emergency Meeting of the Board of
Directors of the Company dated April 2, 1998, noted that Beverage Source
Worldwide, Inc., was without funds and was currently facing bankruptcy if the
Company did not advance substantial working capital funds.  On May 5, 1998, the
Company filed a Complaint in the Superior Court of California, County of San
Diego, alleging that from the closing of the Agreement of Purchase, officers of
Beverage Source Worldwide, Inc., have breached their respective duties,
obligations and agreements with the Company, secreting and/or attempting to
secret the Companies assets, moving, transferring, assigning conveying
encumbrances, sequestering, using, disposing of, or shifting, any and all of the
assets and property of the Company, wrongfully withdrawing monies from the
Corporate bank accounts, misappropriating company funds, co-mingling the
operating expenses and cost of International Beverage Corporation or its wholly
owned subsidiary Beverage Source Worldwide, Inc., with independent business of
the officers and directors named in the suit.  Further, that the named defendant
officers engaged in an extensive pattern of discussion with various entities for
the specific purpose of merging one or all of the said entities, without
disclosing to such entities and their representatives that Beverage Source
Worldwide, Inc., was a wholly owned subsidiary of the Company.  In addition to
the above general categories of the complaint there are numerous specific
allegations of Malfeasance and Breach of Fiduciary Duty.  The complaint
specifically intends that service of the summons and complaint serve as notice
of rescission of the agreement dated November 26, 1997.

                                      F-15
<PAGE>

The rescission action taken with the filing of the complaint on May 5, 1998, and
the cessation of business activities by Beverage Source Worldwide, Inc., the
Company beleives its control of Beverage Source Worldwide, Inc. was temporary
and that the cessation of business activities by the Officers of Beverage Source
Worldwide, Inc., cast significant doubt on the Company, as the parent comapny,
to control the Subsidiary.

In March 2000, the Company has reached an agreement with the former Officers of
Beverage Source Worldwide, Inc., whereby for $75,000 he has withdrawn his
objection to the rescission of the agreement dated May 26, 1997.

NOTE #4 - Software Development for Licensing & Recognition of Income from
Software Licensing

The Company has expensed costs to internally create computer software until such
time as technological feasibility was established.  Technological feasibility is
considered to be established  when a detail program design is completed.  After
the detailed program design has been established the Company has capitalized the
costs of its software products it intends to license to the gaming and wagering
industry.  Software development costs will be amortized on a ratio of the
current revenue to anticipated total revenue from the sales of the product or a
straight line amortization of the product cost over the estimated three years
useful life of the product master.  Because the product is subject to rapid
technological advances the Company has elected to amortize its computer programs
software held for licensing over a three year period.

Revenue from the licensing of software programs is recognized when there is
persuasive evidence of an arrangement, delivery of access to the software, the
fee is fixed and determined and collectability is probable.  The license
arrangements are not multiple elements and license fees are recorded when the
four conditions above are achieved.  Once the arrangement has been contractually
agreed upon there are no customer cancellation privileges.  Fees that the
Company may be entitled to are referred to as royalties and are not recognized
until such time as the licensee has actually earned revenues through the use of
the software and in accordance with the licensing agreement has notified the
Company of its sales.  Once the Company has been notified that royalties are due
from the licensing of its software and collectability is probable, royalty
income is recognized.  Revenues earned from efforts to assist a purchaser
establish and maintain a base for operations are known as hosting revenues and
are recognized upon receipt of funds.  Costs incidental to royalty income and
hosting activities are recognized in the same period as the related revenues
are recognized.

The Company does not engage in any gaming or wagering activities.

NOTE #5 - Stockholders' Equity

Preferred Stock;
The Company has 25,000,000 shares of preferred stock $.001 par value authorized.
These preferred shares may be issued in one or more series at the discretion of
the Board of Directors.

                                       F-16
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #5 - Stock Holders' Equity - Continued -

Common Stock;
The Company has 100,000,000 shares of common stock $.001 par value authorized.
Each shareholder of record shall have one vote for each share of common stock
outstanding in his or her name on the books of the Corporation.  Cumulative
voting shall not be allowed.  No shareholder shall have pre-emptive or similar
rights.

Stock Options;
The Company will issue to the Managing Director of Interactive Gaming &
Wagering, NV, Stock Purchase Options, to be assigned at his discretion, which
vest according to the following: At year end 1998, if Interactive Gaming and
Wagering, Inc., had net earnings of $207,000, a three (3) year option to
purchase 225,000 shares of the Company's $.001 non-assessable, par value common
stock at a price not less than $1.50 per share.  At year end 1999, if
Interactive Gaming and Wagering, Inc., has net earnings of $5,666,000, a three
(3) year option to purchase 1,800,000 shares of the Company's $.001 non-
assessable, par value common stock at a price not less than $1.50 per share.
At year end 2000, if Interactive Gaming and Wagering, Inc., has net earnings of
$14,959,000, a three (3) year option to purchase 2,475,000 shares of the
Company's $.001 non-assessable, par value common stock at a price not less than
$1.50 per share.  The Company agreed to grant to the Managing Director of
Interactive Gaming and Wagering, NV, (IGW) options for 225,000 post split shares
of its common stock if net income of $207,000 was attained.  IGW attained that
net income for 1998.  Pursuant to a Board of Directors Resolution dated April
24, 2000 effective December 31, 1999, 225,000 options were issued.  The term net
earnings is presented in the financial statements as net income.

The Company recognized cost of options issued of $22,027 as expense in 1999 with
an offset increase to paid in capital of $22,027.  The value of the option was
derived by taking the market price of the shares at December 31, 1999 which was
$1.00, applying a discount rate of 5.5%.  The present value of the shares is
$.8516 (1.00 divided by 1.055(3rd power) = .8516). The deemed value of the
options is the current market price minus the present value ($1.00 - .8516 =
$.1484).  Because shares to be received will be restricted shares, the option
cost has been discounted by 34% to $0.0979 per option.  If options are not
exercised by December 31, 2001 no adjustment to future earnings would be made
and paid in capital will remain as presented immediately following the grant of
the options.

At December 31, 1999, the Company granted 475,500 options to purchase 422,000
shares of common stock at $1.25, 5,300 shares of common stock at $1.50 and
48,200 shares of common stock at $1.67.  All of the options expire December 31,
2002.  The Company booked as an expense for the options $46,598.  The cost was
computed using the following methodology.  A discount rate of .055% was used to
compute the present value of the shares to be acquired no later than December
31, 2002.  Using the discount rate and the market price of $1.00 per shares the
present value of the shares was $.8985.  The value of the options is therefore
$.1015.  Because any shares acquired by exercise of the options will be
restricted, shares the $.1015 value was discounted by 34% and the value of each
options was $.067.

                                       F-17
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #5 - Stockholder's Equity - Continued -

Stock Split;
On August 19, 1998, International Beverage Corp., effected a one for seven
reverse stock split of its outstanding shares.  Effective August 27, 1999, all
outstanding common shares of stock were split on a three for one basis.  In the
financial statements presented at December 31, 1999 retroactive restatement of
the outstanding shares on the balance sheet, statement of stockholders' equity,
and the shares used to compute basic earnings per share and fully diluted
earnings per share has been made.

Non Cash Investing & Financing Activities;
At December 31, 1998, the Company had issued; 1,423,500 post split shares of
stock to incorporators for services valued at $474; 8.160 post split shares to
an attorney for legal fees valued at $2,720; 15,000 shares for sundry services
valued at $5,000; and 888,696 shares for capitalized programming services valued
at $222,174.

During the year ended December 31, 1999, the Company issued; 12,500 shares for
consulting fees valued at $38,925; 6,000 shares for interest expense valued at
$2,250; and 39,000 shares for current public relations expense valued at $10,827
and $119,172 in prepaid public relations cost; 7,000 shares for legal fees
valued at $24,000; 700 shares for accounting services valued at $2,000; 16,300
shares for employee bonuses valued at $16,300; 49,915 shares for expensed
technology services valued at $36,175; 500 shares for miscellaneous expenses
valued at $1,625; 9,000 shares in settlement of accrued interest valued at
$21,320; 690 shares for furniture valued at $2,300, 1,500 shares for capitalized
technology services valued at $6,000 and 163,500 shares to acquire Prevail
Online, Inc., and the websites valued at $400,000.

NOTE #6 - Property, Equipment and Depreciation

The Company capitalized the purchase of equipment for purchase in excess of $300
per item.  Capitalized amounts are depreciated over the estimated useful life of
the asset using the straight line method of depreciation.  At December 31, 1999
and 1998, the Company had property and equipment as follows:

<TABLE>
<CAPTION>
                                                                     Depreciation              Accumulated
                                                                      Expenses                 Depreciation
<S>                     <C>             <C>            <C>     <C>         <C>           <C>          <C>
Assets                    1999 Cost      1998 Cost     Life       1999        1998         1999           1998
Office Improvements      $   25,901     $    1,970     3-5     $   4,205   $     -0-     $   4,205    $      -0-
Computer Equipment          801,234         67,173     2-3       183,906     26,509        210,415       26,509
Furniture & Fixtures        155,870         21,790       3        28,222      6,360         34,582        6,360
Packages Software           117,440          7,289       3         6,059      2,430          8,489        2,430
Automobiles                  70,949             -0-      4        11,465         -0-        11,465           -0-
Totals                   $1,171,394     $   98,222             $ 233,857   $ 35,299      $ 269,156    $  35,299
Software Design for
  Licensing              $  355,347     $  327,390       3     $ 126,780   $110,592      $ 237,372    $ 110,592
Websites                    802,813             -0-      3        64,916         -0-        64,916           -0-
</TABLE>


                                       F-18
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #7 - Notes Payable

<TABLE>
<CAPTION>
The Company has the following notes payable obligations.
                                                                  1999            1998            1997
<S>                                                            <C>              <C>             <C>
Note Payable to an Individual, Interest at 10%,
  Due Date March 31, 2001                                      $ 100,000        $ 100,000       $      -0-
Note #1 to an Officer at 8% Interest, Due on Demand               20,000           20,000              -0-
Note #2 to an Officer at 8% Interest, Due on Demand               20,000           20,000              -0-
Note #3 to a Related Party at 8% Interest, Due on Demand          75,000           75,000         115,000
Note #4 to a Related Party 0% Interest                                -0-              -0-        135,000
Note #5 to a Related Party 10% Interest, Due March 31, 2001      225,000               -0-             -0-
Note #6 to a Unrelated Party, No Interest, Due June 2000         125,000               -0-             -0-
Total Notes Payable                                            $ 565,000        $ 215,000       $ 250,000
Less Current Portion                                          (  240,000)      (  165,000)     (  250,000)
Net Long Term Debt                                             $ 325,000        $  50,000       $      -0-

</TABLE>

During 1997, the Company issued a $125,000 Note Payable to a Stockholder for
25,000 Shares of Restricted Stock.  As a result of the restriction the estimated
fair value of the stock cannot be determined at December 31, 1997.  Management
elected to record the Restricted Shares at the same value as the note.  The
Company intended to sell the securities in 1998 when the restriction period
expired in July.  If the proceeds of the sale exceeded $196,000, which would be
paid to the stockholder, and the Company would keep the excess.  As a result of
the rescission of the Beverage Source Worldwide, Inc., Agreement, (Note #3), the
Restricted Shares were returned to the shareholders and the note payable was
canceled.

The Company has lease assets as follows;
                Asset                   Cost              Balance
                Pentium Computer     $ 14,348            $  6,000
                Dell Computer           5,260               3,717
                Automobile             43,949              41,117
                Dell Computer          21,085              15,846
                        Total        $ 84,642            $ 66,680
                        Current Portion                  $ 31,285
                        Long Term Portion                  35,395

Following are maturities of long term debt for each of the next five years.

                Year                 Capital Lease     Note Payable
                2000                 $240,000            $ 31,285
                2001                  325,000              17,556
                2002                       -0-             13,454
                2003                       -0-              4,385
                        Total        $565,000            $ 66,680


                                       F-19
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #8 - Acquisition of Global Entertainment Holdings/Equities, Inc.

Pursuant to an Agreement of Purchase and Sale between Masadi Resources, Inc.,
(MRI) and Beverage Source Worldwide, Inc., (BSW) dated November 26, 1997, MRI
committed to issue 589,287 post-split shares to acquire 100% of BSW, (1,375,000
pre-split shares, split 1 for 7 on August 13, 1998 and forward split 3 for 1 on
August 23, 1999).  On December 1, 1997, the Board of Directors changed the name
of Masadi Resources, Inc., to International Beverage Corporation, (IBC).

On February 27, 1998, IBC issued 589,287 shares to the shareholders of BSW.  In
March 1998, IBC  suspended financing for BSW and the Board of Directors
authorized a Rescission of the Agreement of Purchase and Sale.  On August 13,
1998, IBC believes it only had temporary control of BSW and in accordance with
FASB 94, paragraph 13, has not presented consolidated financial statements to
include BSW.

Global Entertainment Holdings/Equities, Inc., a privately held corporation, was
incorporated on April 6, 1998, under the laws of the state of Colorado.
Interactive Gaming and Wagering, Inc., NV, (IGW), a privately held corporation,
was incorporated on May 16, 1997, under the laws of the Netherlands Antilles,
domiciled in Curacao.  Pursuant to an Agreement of Purchase and Sale dated June
30, 1998, the shareholders of IGW exchanged 100% of the issued and outstanding
shares of IGW for 5,134,500, post 3 for 1 split, shares of Global Entertainment
Holdings/Equities, Inc., (a privately held corporation).  At the date of the
stock exchange neither corporation had any established market for its shares and
no shares had been publicly traded.

Pursuant to a Merger Agreement dated August 27, 1998, Global Entertainment
Holdings/Equities, Inc., the Legal Acquiree and a privately owned corporation,
agreed to exchange one share of its issued and outstanding stock for 1.5 of
International Beverage Corporation, (IBC), a publicly held corporation.  From
April 6, 1998 to August 27, 1998, Global Entertainment Holdings/ Equities, Inc.,
had issued 5,586,688 shares (retroactively restated) under the terms of the
Merger Agreement these shares become 8,380,040 retroactively restated shares.
The exchange of the shares gave the shareholders of Global Entertainment
Holdings/Equities, Inc., control of IBC, the Legal Acquirer.  For statement
presentation Global Entertainment Holdings/Equities, Inc., has been considered
to be the accounting acquirer.  On September 30, 1998, IBC changed its name to
Global Entertainment Holdings/Equities, Inc.

The share exchange of a private operating Company, (Global Entertainment
Holdings/Equities, Inc.,) into a non-operating public shell corporation
(International Beverage Corporation), with no significant assets or liabilities
resulted in the shareholders of the private company having actual operating
control of the combined company after the transaction, and the shareholders of
the former public shell continuing only as passive investors.

This transaction is considered to be a capital transaction in substance, rather
than a business combination.  That is, the transaction is equivalent to the
issuance of stock by the private company for the net monetary assets of the
shell corporation, accompanied by a recapitalization.  The accounting is
identical to that resulting from a reverse acquisition, except no goodwill of
other intangible is recorded.

                                       F-20
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #8 - Acquisition of Global Entertainment Holdings/Equities, Inc.
-Continued-

ABP, No., 16, paragraph 70, states that, "Presumptive evidence of the acquiring
corporation in combinations effected by an exchange of stock is obtained by
identifying the former common stockholder interest of a combined company which
either retains or receives the larger portion of the voting rights of the
combined corporation.  That corporation should be treated as the acquirer unless
other evidence clearly indicates that another corporation is the acquirer."

Staff Accounting Bulletin Topic 2A, affirms the above principle and gives
guidelines that the post reverse-acquisition comparative historical financial
statements furnished for the Legal Acquirer should be those of the Legal
Acquiree.

In accordance with this guideline the outstanding shares of Global Entertainment
Holdings/Equities, Inc., have been retroactively restated on the balance sheet,
and the statement of stockholders' equity.  The retroactively restated shares
have been used in the Computations for Earnings (Losses) Per Share to preserve
comparability of those figures.

NOTE #9 - Acquisition of Prevail OnLine, Inc., and Websites Purchase

On August 20, 1999, Global Entertainment Holdings/Equities, Inc., (Global),
issued 43,500 shares of its common stock to acquire 100% of the issued and
outstanding shares of Prevail OnLine, Inc., (Prevail), a Colorado Corporation,
incorporated on July 21, 1999.  Concurrent with issuance of the 43,500 shares
of stock to acquire Prevail, Global issued 120,000 shares to an unrelated party
to acquire a website known as wheretobet.com and a domain name known as
netbet.org.

In 1999, the Company entered into an agreement with an independent third party
to design and develop a Website page known as "Sports Daily".  The Sports Daily
Website Page is intended to give the Company's current clientele, sport
enthusiast and future customers information about the all major sports events,
game times, statistics, weather conditions, injury report, major sports events,
and current sports news.  The Sports Daily Website is not a gaming or wagering
activity.  The Company estimates that the Website as designed and developed at
June 30, 1999 will have a useful life of three years.

Prevail, has used the wheretobet.com, website to sell banner advertising as its
source of revenue since the acquisition of the website.

The wheretobet.com website and the netbet.org domain name where acquired from an
unrelated party for a total sum of $700,000.  At the acquisition date Prevail
paid a down payment of $75,000 and signed a non interest bearing note of
$225,000 payable in nine monthly installments commencing one month from the
closing date of the Agreement.  In addition, Global issued 120,000 shares of its
common stock for a value of $400,000.  The asset purchase and sale agreement
contains the following provision;  The stock that is to be transferred to
Sellers will contain therewith a put and call provision as follows; (i) Sellers
will have the right to put the stock to the Purchaser anytime after six (6)
months

                                       F-21
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #9 - Acquisition of Prevail OnLine, Inc., and Websites Purchase -Continued-

from the closing, but before twelve (12) months from the closing at the
net price of $400,000 (US); (ii) The Purchaser will have the right to call the
stock from Sellers anytime after six (6) months from the closing but before
twelve (12) months from closing at the net price of $800,000 (US).

NOTE #10 - Income Taxes

The Company has incurred losses that can be carried forward to offset future
earnings if all provisions of the Internal Revenue Code are met.  These losses
are as follows:
                                                            Expiration
                Year of Loss                   Amount          Date
                1997                         $ 31,923          2017
                1998                          278,579          2018
                1999                          733,239          2019

The Company has adopted FASB 109 to account for income taxes.  The Company
currently has no issues that create timing differences that would mandate
deferred tax expense.  Net operating losses would create possible tax assets in
future years.  Due to the uncertainty as to the utilization of the net operating
loss carryforward, an evaluation allowance has been made to the full extent of
any tax benefit that net operating losses may generate.

                                                       12-31-99        12-31-98
Deferred Tax Asset Balance Beginning of Period        $      -0-     $      -0-
Net Operating Loss Carryforwards                         540,357        296,473
                                                         540,357        296,473
Valuation Allowance                                   (  540,357)      (296,473)
  Net Deferred Tax Asset                               $      -0-     $      -0-
  Deferred Tax Liability                               $      -0-     $      -0-


<TABLE>
<CAPTION>
                                                                                       Netherlands
                                                 TOTAL                    USA             Antilles
<S>                                            <C>                  <C>                  <C>
Net Income (Loss)                              ($    46,917)        ($   765,016)        $  718,099
Add Non Deductible Permanent Adjustments              4,352                4,352                 -0-


Net Operating Loss Carryforwards               (    856,193)        (    856,193)                -0-
Adjusted Taxable Income                        ($   898,758)        ($ 1,616,857)       ($  718,099)

Current Income Taxes Payable                    $    11,571          $        -0-        $   11,571

</TABLE>

Income earned by the wholly-owned subsidiary in the Netherlands Antilles is not
considered to be Sub-Part F Income under Internal Revenue Code Section 951 and
is therefore not subject to U.S. Income Taxes.

                                       F-22
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #10 - Income Taxes - Continued -

The Company has computed U.S. federal income taxes on the revenue of its wholly
owned foreign subsidiary.  Federal taxes are computed on current period revenues
net of net operating losses carried forward from proceeding period and credit
for foreign taxes.  The Company has also recorded $11,571 in taxes due to the
Netherlands Antilles based on earnings in Curacao.

NOTE #11 - Operating Lease Obligations

The Company leases office facilities in Omaha, Nebraska.  The lease commenced
February 1, 1999 and terminates January 31, 2004.  Lease obligations for the
term of the lease are as follows;
                                                Year            Amount
                                                2000            15,850
                                                2001            16,150
                                                2002            16,450
                                                2003            16,750
                                                2004             1,400
                                                  Total       $ 66,600

The subsidiary leases office facilities in Curacao, Netherlands Antilles.  The
lease commences January 1, 1999 and terminates December 31, 2002.  Lease
obligations for the term of the lease are as follows:
                                                Year            Amount
                                                2000            124,760
                                                2001            124,760
                                                2002             69,698
                                                  Total       $ 319,218

NOTE #12 - Accounts Receivable

<TABLE>
<CAPTION>

The Company has the following accounts receivable as follows;

                                                Software
                                               Maintenance       License       Bandwidth &
Current            Total        Royalties         Fees            Fees         Advertising
<S.             <C>            <C>              <C>            <C>            <C>
Current         $  585,245     $  430,970       $  26,600      $      -0-     $  127,675
0-30 Days          196,991        194,491           2,500             -0-             -0-
31-60 Days         288,031        288,031              -0-            -0-             -0-
61-90 Days         172,446        172,446              -0-            -0-             -0-
91-120 Days             -0-            -0-             -0-            -0-             -0-
121-150 Days       144,993         69,993              -0-        75,000              -0-
151-180 Days        80,714         80,714              -0-            -0-             -0-
181-210 Days        88,979         88,979              -0-            -0-             -0-
211-240 Days        25,627         25,627              -0-            -0-             -0-
        Total   $1,583,026     $1,351,251       $  29,100      $  75,000      $  127,675

</TABLE>

The Company has provided a provision of $71,800.

                                       F-23
<PAGE>

NOTE #13 - Commitments and Contingencies

Effective October 20, 1999 and expiring on October 20, 2000, IGW signed an
agreement with Antelcom, N.V., for a 2 Mb digital offshore leased line
connection, between Curacao and Canada Teleglobe.  The contract is written for
payment in U.S. dollars at $35,500 per month.  The contract is payable as
follows;

                                Payments in 1999          $   82,833
                                Payments in 2000             343,167
                                        Total Contract    $  426,000

NOTE #14 - Related Party Transactions

The Managing Director of Interactive Gaming & Wagering, N.V., has loaned the
Company $20,000.  The Company has accrued interest on the loan at 8% interest
per annum.  The President of Global Entertainment Holdings/Equities, Inc., has
loaned to Interactive Gaming and Wagering, Inc., NV, $20,000 and interest has
been accrued at 8% per annum.

A related party of the Managing Director of Interactive Gaming & Wagering, NV
and the President of  Global Entertainment Holdings/Equities, Inc., has loaned
to Interactive Gaming & Wagering, NV $75,000 at 8% interest per annum.  This
loan is due on demand.  In addition this related party has loaned to Global
Entertainment Holdings/Equities, Inc., $225,000 with interest at 10% per annum
due March 31, 2001.

NOTE #15 - Litigation

On November 26, 1997, the Company as Masadi Resources, Inc. ("Company") entered
into an Agreement of Purchase and Sale ("Agreement") to purchase Beverage Source
Worldwide, Inc. ("BSI"). On May 5, 1998, the Company filed a Complaint in the
Superior Court of California, County of San Diego, asking the Court to declare
the Agreement rescinded.  The Company further alleged that various individuals
including Mark Darnell ("Darnell") had breached the Agreement and alleged, the
individuals, including Darnell had breached their fiduciary duties and had
committed other malfeasance and illegal acts.  All parties to the lawsuit other
than Darnell were dismissed prior to Trial.  The trial was held on November
8-10, 1999, in the Superior Court of San Diego.  In a Minute Order dated
December 23, 1999, the Court ruled against the Company on all counts and further
ordered that a rescission had not taken place and ordered that Darnell retained
all previously held stock interest in the company.  Subsequent to the Court's
ruling, the Company and Darnell entered into a Settlement Agreement and Mutual
Release of all Claims ("Settlement Agreement") wherein the Company paid Darnell
$75,000 and Darnell agreed to rescind the Agreement.  The $75,000 per the
Settlement Agreement was to be paid as follows: $35,000 on 2/23/00; $20,000 on
5/18/00; and $20,000 on 8/18/00.  The first two payments have been made by the
Company and the final payment will be made when due per the Agreement, on
8/18/00.  This final payment will resolve all aspects of this litigation.

The Company has accrued the $75,000 Settlement as expense in the year ended
December 31, 1999.

The Company is not a party to any other litigation at December 31, 1999.

                                       F-24
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #16 - Economic Dependency

IGW receives a substantial portion of its royalty fees revenues from one
customer.  In 1999 and 1998, royalties and other fees from that customers were
$1,861,267 and $812,018 respectively.  At December 31, 1999 and 1998, accounts
receivable from that customer were $1,270,205 and $814,467.  Payments received
are applied to the oldest outstanding amounts.

NOTE #17 - Segment Information

<TABLE>
<CAPTION>

The Company has adopted FASB Statement No. 131, "Disclosures About Segments of
a Business Enterprise and Related Information."  The Company is managed in two
geographical Segments; The United State of America and Curacao, Netherlands
Antilles.

                                          Prevail         Global       Netherlands
                                            USA             USA         Antille         Total
<S>                             <C>      <C>          <C>           <C>             <C>
License Fees                    1999     $     -0-     $      -0-     $  445,000     $  445,000
                                1998           -0-            -0-        150,000        150,000
                                1997           -0-            -0-             -0-            -0-
Royalty Fees                    1999           -0-            -0-      1,983,773      1,983,773
                                1998           -0-            -0-        812,018        812,018
                                1997           -0-            -0-             -0-            -0-
Hosting Income                  1999           -0-            -0-        159,090        159,090
                                1998           -0-            -0-         18,545         18,545
                                1997           -0-            -0-             -0-            -0-
Advertising Income              1999      233,736             -0-             -0-       233,736
Operating Expenses              1999      196,322        658,329       1,910,102      2,764,753
                                1998           -0-       842,083         401,141      1,243,224
                                1997           -0-        32,948              -0-        32,948
Other Income (Expenses)         1999          107     (   59,353)          3,821    (    55,425)
                                1998           -0-    (   15,918)             -0-   (    15,918)
                                1997           -0-         1,025              -0-         1,025
Provisions for Taxes            1999           -0-            -0-         11,571         11,571
                                1998           -0-            -0-             -0-            -0-
                                1997           -0-            -0-             -0-            -0-
Net Income (Loss)               1999       37,521     (  755,939)        686,241    (    32,177)
                                1998           -0-    (  840,057)        561,477    (   278,579)
                                1997           -0-    (   31,923)             -0-   (    31,923)
Cash                            1999       19,625          2,921         213,638        236,184
                                1998           -0-        80,444          41,978        122,422
                                1997           -0-       129,476              -0-       129,476
Accounts Receivable             1999     $  7,200      $      -0-     $1,504,026     $1,511,226
                                1998           -0-            -0-        962,249        962,259
                                1997           -0-            -0-             -0-            -0-
Property of Equipment (Net)     1999      579,893         66,300         993,942      1,640,135
                                1998           -0-         1,099          61,824         62,923
Other Assets                    1999           -0-            -0-        135,195        135,195
                                1998           -0-        50,000         230,424        280,424
                                1997           -0-       201,375              -0-       201,375
</TABLE>

                                       F-25
<PAGE>

         Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                   Notes to Financial Statement -Continued-

NOTE #18 - Restatement

Subsequent to the issuance of the Company's 1999 financial statements,
management determined that it should restate its 1999 financial statements and
related disclosures to reflect options issued pursuant to commitments made to
the managing directors of IGW for net income achievements in 1998.

A summary of the significant effects of the restatement is as follows;

                                        As Previously           As
                                          Reported           Restated
Options Expense                            31,858             68,625
Income (Loss) from Operations          (   10,150)        (   46,917)
Paid In Capital                         2,832,921          2,869,688

                                      F-26
<PAGE>

ITEM 8.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

There were no changes in or disagreements with Global's accountants in the
fiscal year end 1999.

ITEM 9.  	DIRECTORS AND EXECUTIVE OFFICERS

Name	 		Age	Position
Bryan Abboud(1)         29      Director, Chairman/Treasurer
David S. Wintroub	33	Director, President/CEO
Steven Abboud(1) 	35	Director, Financial Consultant
Thomas Hawkins          48      Secretary
R. Scott Van Kirk       38      Director

(1) These persons may be deemed "promoters" of the Company as that term is
defined under the   Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

All Directors of the Company will hold office until the next annual meeting of
shareholders of the Company or until successors are duly elected and qualified.

The Officers of the Company are elected by the Board of Directors at the first
meeting after each annual meeting of the Company's shareholders, and hold office
until their death, or until they shall resign or have been removed.

Bryan Abboud:  Mr. Bryan Abboud is a co-founder and has been a Director and
Chairman of the Board of Directors of the Company since September of 1998, and
is the founder of Interactive Gaming & Wagering, N.V. (IGW), a wholly owned
subsidiary of Global Entertainment Holdings/Equities, Inc.  Mr. Abboud also is
a co-founder and current board member of the Interactive Gaming Council, the
online gaming industry's premier trade association.  Mr. Abboud, since 1995, has
assembled personnel, arranged financing, and led the company into the Internet
Gaming Software Industry.  Prior to founding IGW, Mr. Abboud was a Senior Vice
President and a Director of Multi-Vision electronics, a start-up company in the
high-tech consumer electronics industry.  Mr. Abboud increased company sales
200%, represented his company at trade shows, created strategies and managed all
persons in sales, public relations and graphic design.  Mr. Abboud also served
as Vice President of Marketing and co-founder of Vista International, Inc. where
he was responsible for all U.S. sales, advertising and promotions.  Mr. Abboud
successfully created and implemented marketing and public relation strategies
for Vista International, Inc.,  focusing on both the consumer and the industry.
Mr. Abboud earned a Masters in International Management at the American Graduate
School of International Management (Thunderbird).  He also received a Bachelor
of Science Degree in Commerce accelerating in Marketing, at Santa Clara
University.  Mr. Abboud also attended Sup de Co in Rouen, France.

David S. Wintroub:  Mr. Wintroub was appointed the CEO/President of the Company
on January 18, 2000.  Mr. Wintroub from 1995 to the present has worked with the
firm of, Wintroub, Rinden, Sens & McCreary, with offices in Omaha, Chicago,
Minneapolis, Des Moines and Austin, Texas, as an attorney and specialized in
Corporate and Internet Law.  Mr. Wintroub has had significant experience with
many start-up internet companies, including on-line gaming, on-line lottery, on-
line sports handicapping, on-line news, on-line broadcasting and many on-line
retail

                                      17
<PAGE>

sites selling items ranging from women's shoes to wine.  Mr. Wintroub's
experience in on-line gaming included the initial legal research into the
legality of on-line gaming for several on-line gaming clients all of whom have
active and prosperous sites.  Mr. Wintroub has also had significant experience
working on capitalization projects for his on-line clients.  Additionally, Mr.
Wintroub has been heavily involved in lottery projects and on-line lottery
start-ups on the continent of Africa for one of his corporate clients.  Mr.
Wintroub also has experience representing land-based and online gaming clients
like Harvey's Resorts and Casino, Inc.  Mr. Wintroub earned his undergraduate
degree in English from the University of Nebraska at Lincoln in 1990 and his
Juris Doctor from Creighton University in 1995.

Steven Abboud:  Mr. Steven Abboud is a co-founder of Global Entertainment
Holdings/Equities, Inc. (GAMM) and since its inception has been a Director of
the Company.  Mr. Abboud also held the position of President of the Company from
inception to January 17, 2000.  With his expertise in investment banking, Mr.
Abboud has been able to bring the Company from a position of insolvency in June
of 1998 to a current equity value of approximately $2.0 million and a market
capitalization of $30 million.  Mr Abboud has been instrumental in providing
equity and debt financing, audit coordination and cost accounting to Interactive
Gaming and Wagering (IGW) and Prevail Online, INc., wholly owned subsidiaries of
the Company.  In 1989, Mr. Abboud founded Shining Star Investments, Inc. and to
the present time, Mr. Abboud holds the positions of President and Director.  Mr.
Abboud was responsible for numerous venture capital fund raising activities,
mergers and acquisitions, and various other investment banking services.  Mr.
Abboud from 1990 to 1994 was the co-founder and managed Vista International, a
consumer electronics import/export mail order distribution center.  Mr. Abboud
serves as a financial consultant to Masadi Financial Services, Inc., Camelot
Investments, Inc., and Shining Star Investments, Inc.  Mr. Abboud received his
Bachelor of Science in Finance from Arizona State University in May, of 1993.

Thomas Hawkins.  Mr. Thomas Hawkins has been the Corporation Secretary since
June of 1999.  Mr. Hawkins has had twenty years experience in Investment
Banking, and Financial Business Consulting and has participated in raising debt
and equity venture capital for start-up to small business concerns through
private placements and public offerings.  Currently, Mr. Hawkins is employed as
a small business financial consultant for both private and public companies.  In
such capacity, he organizes and works with client companies in preparing and
conducting their Annual and/or Special Shareholders Meetings, acts as Inspector
of Election and Balloting and assists in the preparation of the minutes of the
meetings. He is currently assisting Marina Capital, Inc. (a Utah corporation)
and Beeper Plus, Inc., (a publicly traded Nevada corporation) in the development
of their Proxy Statements for their scheduled Annual Shareholders Meetings.  Mr.
Hawkins has been responsible for pricing, negotiating and structuring private
placement offerings and initial public offerings. He was a branch manager and
stock-trader for Citiwide Securities, Inc. As a stock-trader, he attained the
distinction of being one of the first minority OTC stock-traders in the country.
In addition, Mr. Hawkins was publisher for the Americana Corporate Finance
Reporter, a national magazine focusing on corporate finance strategies for small
to medium sized companies.  Mr. Hawkins graduated from the University of Arizona
with a BS Degree, in Business and Public Administration. He was a member of Tip
O'Neil's National Democratic Speakers Club and has co-sponsored events
surrounding the National Democratic Black Caucuses in Washington, D.C. Mr.
Hawkins has also coordinated and conducted Investment Seminars.

                                       18
<PAGE>

R. Scott Van Kirk.  R. Scott Van Kirk. Mr. Van Kirk has been a Director of the
Company since January of 2000. Since 1997 Mr. Van Kirk has been a chief
developer for Interactive Gaming and Wagering which is a wholly owned subsidiary
of Global Entertainment.  In 1998 he directed the team which designed and
implemented the successful Java based casino games currently licensed by IGW
clients.  He has 20 years professional experience in software engineering and
brings with him extensive knowledge of the technical sector including knowledge
of hardware, operating systems, database systems and software engineering. Mr.
Van Kirk worked as an independent consultant for 10 years from 1987 to 1997 and
spearheaded and developed many diverse projects.  Among these projects were a
commodity analysis and charting package (which was an ongoing project over the
course of these 10 years) for CTS Financial publishing of Palm Beach Florida, a
windows-based point of sale system designed for small business owners (also
ongoing project during the course of these 10 years), a membership rewards
package for Govnor's Park Restaurant in Denver in 1996, an image capturing and
filing system for Technical Instruments in Denver Colorado from 1995 - 1997, and
a Java based on-line annotation system of Autocad files for The PigeonHole of
Denver Colorado in 1997.  Mr. Van Kirk obtained his Bachelors of Arts in
Computer Science, Mathematics and  Classics  from the University of Colorado in
May of 1990.

Each outside Director receives no compensation for attending meetings of the
Board of Directors and all Directors are reimbursed for out-of-pocket expenses
incurred in connection with the Company's business.

ITEM 10.	EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                                               Long Term Compensation
            Annual Compensation                                        Awards             Payouts      All Other Comp.

<S>                     <C>     <C>        <C>      <C>       <C>         <C>              <C>         <C>
  (a)                   (b)      (c)        (d)      (e)      (f)           (g)            (h)             (i)
  Name and                                          Other     Restricted  Securities                       All
  Principal                                         Annual     Stock      Underlying       LTIP            Other
  Position              Yr.     Salary     Bonus     Comp.     Award      Options/SARs     Payouts     Compensation

Steve Abboud(1)         1999    $34,000                       1,000
Director/Consultant
Bryan Abboud(2)         1999    $58,338                       1,000       176,000
Director/Treasurer
R Scott Van Kirk(3)     1999    $64,641                       1,000        84,000
Director
Thomas Hawkins(4)       1999    $11,200                       3,000
Corporate Secretary

<FN>
<F1>
(1) On December 31, 1999 Mr. Steve Abboud received 1,000 shares of the Company's
restricted common stock at a market value of $1,000.00.

<F2>
(2) On December 31, 1999 Mr. Bryan Abboud received 1,000 shares of the Company's
restricted common stock at a market value of $1,000.00. In addition, on December
31, 1999, per the Purchase and Sale Agreement between the Company and
Interactive Gaming and Wagering, Mr. Abboud at a cost of $118.00 was issued
176,000 options to purchase the Company's common stock at an exercise price of
$1.25 per share.

<F3>
(3) On December 31, 1999 Mr. Scott Van Kirk received 1,000 shares of the
Company's restricted common stock at a market value of $1,000.00. In addition,
on December 31, 1999, Mr. Van Kirk at a cost of $56.28 was issued 84,000 options
to purchase the Company's common stock at an exercise price of $1.25 per share.

                                       19
<PAGE>

<F4>
(4) On June 28, 1999, Mr. Thomas Hawkins received 1,000 shares of the Company's
restricted stock at a market value of $10,000 and on August 20, 1999, Mr.
Hawkins received additional 2,000 shares of the Company's restricted stock to
reflect a 3 for 1 stock split.

</FN>
</TABLE>

ITEM 11.  	SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth information as of the date hereof, based on
information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by (i) each person known by the Company
to own beneficially 5% or more of the Common Stock, (ii) each director and
officer of the Company and (iii) all directors and officers as a group:

Name and Address of
Beneficial Owner            Shares owned Beneficially(1)       % Owned
Bryan Abboud(2)(4)                   2,787,700                    28%
Steve Abboud(4)                      1,112,429                    11%
Joann Abboud(4)                        575,760                     6%
Masadi Financial(5)                    584,901                     6%
r. Scott Van Kirk(2)                    80,134                  .008%
Shining Star(3)                        922,358                     9%
Thomas Hawkins                           3,000                   .03%
Officers, Directors and 5%
shareholders as a group
{7 in number}                        6,066,282                    61%

Note (1) The number of shares of Common Stock owned are those "beneficially
owned" as determined under the rules of the Securities and Exchange Commission,
including any shares of Common Stock as to which a person has sole or shared
voting or investment power and any shares of Common Stock which the person has
the right to acquire within 60 days through the exercise of any option, warrant
or right.

Note (2) No officer, director or security holder listed above owns any warrants,
options or rights, with the exception of Mr. Bryan Abboud, who has options to
purchase an additional 202,313 shares of the Company's common stock, and Mr. R.
Scott Van Kirk, who has options to purchase an additional 91,894 shares of the
Company's common stock.  {See "Certain Relationships and Related Transactions."}

Note (3) Mr. Steve Abboud is a principal beneficial owner of 88% of the voting
stock of Shining Star and Mr. Bryan Abboud is a principal beneficial owner of
12% of the voting stock of Shining Star.

Note (4) Bryan Abboud and Steve Abboud are brothers and Joann Abboud is the
mother of Bryan and Steve Abboud.

Note (5) Mr. Gene Abboud is the principal and beneficial owner of 50% of the
voting stock of Masadi Financial and is a second cousin of Bryan and Steve
Abboud.

ITEM 12.  	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Steve Abboud, Financial Consultant and Director of the Company, and Mr.
Bryan Abboud, Chairman of the Board and Treasurer of Global Entertainment
Holdings/Equities, Inc. and

                                      20
<PAGE>

President of Interactive Gaming & Wagering, NV, are brothers and are the
principal beneficial owners of 88% and 12%, respectively, of the voting stock
of Shining Star, a shareholder of the Company.

Mr. Gene Abboud, a shareholder of the Company is a second cousin to Mr. Steve
Abboud and Mr. Bryan Abboud, and is the principal and beneficial owner of 50% of
the voting stock of Masadi Financial, a shareholder of the Company.

Ms. Christina Stanger, a shareholder of the Company, is the beneficial owner of
50% of the voting stock of Masadi Financial, a shareholder of the Company.

On December 31, 1998, Mr. Steve Abboud, Financial Consultant of the Company,
loaned the Company $20,000 at an accrued interest of eight percent (8%) per
annum.

On August 1, 1998, Mr. Bryan Abboud, the President of Interactive Gaming &
Wagering, N.V. and Chairman of the Company, loaned to the Company $20,000 at an
accrued interest of eight percent (8%) per annum.

Ms. Joann Abboud, a shareholder of the Company, is the mother to Mr. Steve
Abboud and Mr. Bryan Abboud, and is the beneficial owner of the voting stock of
Camelot Investments Inc., a shareholder of the Company.  In addition, on July 1,
1997, Ms. Abboud by virtue of a Loan Agreement, loaned to Interactive Gaming &
Wagering, NV, a wholly owned subsidiary of the Company, $75,000 at eight percent
(8%) interest per annum.  This loan is due on demand.  On June 21, 1999, Ms.
Abboud, by virtue of a Promissory Note, loaned the Company $225,000 with an
interest rate of ten percent (10%) per annum, due August 1, 2000.  In addition,
Ms. Abboud received 2,000 shares of the Company's $.001 par value common stock
for $2.00.  On March 22, 2000, Ms. Abboud agreed, by virtue of a Letter of
Understanding, to a 12 month extension for payment due on the $225,000 Note with
the condition that GAMM is to begin interest payments at the end of each month
with the first payment beginning on April 30, 2000 based on the principal plus
accrued interest on the Note through March 31, 2000.

On July 21, 1998, Mr. James Zilligen, by virtue of a Subscription Lending
Agreement with Stock Option "Kicker", loaned the Company $100,000 and as further
inducement to make the loan, received an option to purchase 15,000 shares of the
Company's $.001 par value common stock at a strike price of $1.25 per share.  On
October 20, 1998, Mr. Zilligen exercised his option by paying to the Company,
$18,750.  On March 22, 2000, Mr. Zilligen agreed, by virtue of a Letter of
Understanding, to a 12 month extension for payment due on the $100,000 Note with
the condition that GAMM is to begin interest payments at the end of each month
with the first payment beginning on April 30, 2000 based on the principal plus
accrued interest on the Note through March 31, 2000.

The Company on December 31, 1999, pursuant to the Purchase and Sale Agreement
between the Company and IGW, issued to a total of thirteen (13) employees of IGW
options to purchase 225,000 shares of the Company's common stock as follows:
Seven (7) employees of IGW received options to purchase 206,325 shares of the
Company's common stock at an exercise price of $0.50 per share and six (6)
employees of IGW received options to purchase 18,675 shares of the Company's
common stock at an exercise price of $1.67 per share.

                                      21
<PAGE>

The above transactions with related parties were made on no less favorable terms
as would have been from independent third parties.  The Company pursued third
party funding, however, as a start-up company, it was unsuccessful in obtaining
the necessary funding.  Consequently, the Company pursued other opportunities
for additional funding, but was unsuccessful in its efforts.  As a start-up
operation, funding outside of the related party transactions listed were non-
existent.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following list describes the exhibits filed as part of this Form 10-KSB:

Exhibit No.                          Description of Document

2.0     Merger Agreement IBC-Global Entertainment Holdings/Equities, Inc.*
2.1     Agreement of Purchase Global Entertainment Holdings/Equities, Inc.-IGW*
2.2     Agreement Global Entertainment Holdings/Equities, Inc. and Prevail
        Online, Inc.*
3.0     Masadi Resources, Inc. Articles*
3.1     Amendment name change Masadi Resources, Inc. to IBC*
3.2     Transfer Masadi Resources, Inc. name and tradename to IBC*
3.3     Amendment name change IBC to Global*
3.4     Masadi Resources, Inc. Bylaws*
4.0     Specimen form of Stock Certificate*
10.0    Promissory Note Steven Abboud--$20,000*
10.1    Promissory Note Bryan Abboud--$20,000*
10.2    Promissory Note Joann Abboud--$75,000*
10.3    Promissory Note Joann Abboud--$225,000*
10.4    Subscription Agreement James Zilligen*
10.5    Promissory Note James Zilligen--$100,000*
10.6    Global Entertainment Holdings/Equities, Inc. Lease*
21.0    List of Subsidiaries*
27.0    Financial Data Schedule*

   * Exhibits have been previously reported on Form 10-SB

                                       22
<PAGE>

(b) Form 8-K

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM 8-K
                                CURRENT REPORT

    Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported)  January 7, 2000

                 Global Entertainment Holdings/Equities, Inc.
            (Exact name of registrant as specified in its chapter

Colorado                                0-27637              47-0811483
(State or other jurisdiction          (Commission           (IRS Employer
   of incorporation)                   File Number)       Identification No.)


6235 south 90th Street, Omaha, NE                              68127
(Address of principal executive offices)                     (Zip Code)



Registrant's telephone number, including area code(402) 331-3189


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


Item 5. Other Events.

The Company entered into an Agreement of Purchase and Sale with Beverage Source
Worldwide, Inc. ("BSW") and Mark A. Darnell ("the Shareholder") on November 26,
1997, and acquired all of the issued and outstanding shares of BSW and
Shareholder. On May 5, 1998, the Company filed a Complaint in the Superior Court
of California, County of San Diego, alleging that from the closing of the
Agreement of Purchase, officers and directors of Beverage Source Worldwide,
Inc., had breached their respective duties, obligations and agreements with the
Company, secreting and/or attempting to secret the Companies assets, moving,
transferring, assigning conveying encumbrances, sequestering, using, disposing
of, or shifting, any and all of the assets and property of the Company,
wrongfully withdrawing monies from the Corporate bank accounts, misappropriating
company funds, co-mingling the operating expenses and costs of International
Beverage Corporation or its wholly owned subsidiary Beverage Source Worldwide,

                                       23
<PAGE>

Inc., with independent business of the officers and directors named in the suit.
Further, that the named defendant officers and directors engaged in an extensive
pattern of discussion with various entities for the specific purpose of merging
one or all of the said entities, without disclosing to such entities and their
representatives that Beverage Source Worldwide, Inc., was a wholly owned
subsidiary of International Beverage Corporation.  In addition to the above
general categories of the complaint, there are numerous specific allegations of
Malfeasance and Breach of Fiduciary Duty.  The complaint specifically intends
that service of the summons and complaint serve as notice of recision of the
Agreement dated November 26, 1997.  The Company filed suit against Beverage
Source Worldwide, Inc. and the trial took place on November 8, 1999.

By Minute Order dated December 1, 1999, the Superior Court of California, County
of San Diego denied the Plaintiffs' (Company's) Request for Statement of
Decision due to the fact that the request was not made timely.  The Courts oral
tentative decision that was announced on November 9, 1999, thus the Courts
tentative decision becomes its statement of the Decision.

On December 23, 1999, the Court by Minute Order, considered the Plaintiff's
objections to the Judgement submitted by Defendant Mark A. Darnell.  However,
the Plaintiff's objections were overruled.  The Superior Court of California,
County of San Diego Central Division on December 23, 1999, Ordered, Adjudged and
Decreed that:

	1.  Plaintiffs INTERNATIONAL BEVERAGE CORPORATION, (now known as Global
        Entertainment Holdings, Inc.), and BEVERAGE SOURCE WORLDWIDE shall take
        nothing by way of their Complaint for (1) Recision; (2) Breach of
        Fiduciary Duty; (3) Conspiracy; (4) Accounting; (5) Injunctive Relief;
        and (6) Declaratory Relief;

	2.  Plaintiffs INTERNATIONAL BEVERAGE CORPORATION, (now known as Global
        Entertainment Holdings, Inc.), and BEVERAGE SOURCE WORLDWIDE Complaint
        for Recision of the parties Stock Purchase Agreement is denied;
        defendant, MARK A. DARNELL retains all previously held stock interest in
        INTERNATIONAL BEVERAGE CORPORATION, (now known as Global Entertainment
        Holdings, Inc.).

The decision by the Court was based on recision by Fraud; however, the parties
by mutual consent, agreed to the recision of the Agreement of Purchase & Sale.
The Company held a Special Shareholders Meeting and ratified a mutual agreement
of recision on August 19, 1999.

The Company (Plaintiff) will challenge the Courts Statement of Decision and
Judgement on the basis of Fact and Law.

On January 5, 2000, the Company (Plaintiff) filed its Notice of Intent to move
for a new trial on the following grounds:

	1.  Irregularity in the proceedings of the court, jury or adverse party,
	or any order of the court or abuse of discretion by which either party

                                       24
<PAGE>

        was prevented from having a fair trial. [Code, Civ. Proc. subsection
        659(1)];

	2.  Improper orders by the court.  [Code, Civ Proc. subsection 659(1)];

	3.  Abuses of discretion by the court.  [Code, Civ Proc. subsection
        659(1)];

	4.  Accident or surprise, which ordinary prudence could not have guarded
	against.  [Code, Civ Proc. subsection 659(3)];

	5.  Newly discovered evidence, material for the party making the
        application, which he could not, with reasonable diligence, have
        discovered and produced at the trial.  [Code, Civ Proc. subsection
        659(4)];

	6.  The award of damages was inadequate.  [Code, Civ Proc. subsection
        659(5)];

	7.  The evidence was insufficient to justify the court's, and the
        decision is against law.  [Code, Civ Proc. subsection 659(6)]; and

	8.  Error(s) in law, occurring at the trial and excepted to by the party
        making the application.  [Code, Civ Proc. subsection 659(7)];

In the event the Judgement is not modified or vacated, the Company (Plaintiff)
will file a Motion for a new trial or appeal the Court's decision.


                                  SIGNATURES

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

                              Global Entertainment Holdings/Equities, Inc.
                                           (Registrant)

                                         /s/Thomas Hawkins
                                   Thomas Hawkins/Corporate Secretary
                                            (Signature)*

Date January 7, 2000

*Print name and title of the signing officer under his signature.

                                       25
<PAGE>

DESCRIPTION OF EXHIBITS

	The required exhibits are attached hereto.

	Pursuant to the requirements of Section 12 of the Securities Exchange
        Act of 1934, the registrant has duly caused this registration statement
        to be signed on its behalf by the undersigned, thereunto duly
        authorized.

                                   Global Entertainment Holdings/Equities, Inc.

Date:  July 24, 2000               By: /s/Thomas Hawkins
                                      Corporte Secretary