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

                                  FORM 10-KSB

                                AMENDMENT NO. 1

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

       For the fiscal year ended December 31, 2003

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

       For the transition period from __________________ to __________________

Commission file number: 000-27637

                  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 Identification No.)
   incorporation or organization)

703 Waterford Way Ste 690, Miami FL                                    33126
-------------------------------------------                             -----
(Address of principal executive offices)                            (Zip Code)


------------------------------------------------                        -----
(Address of former principal executive offices)                     (Zip Code)

Issuer's telephone number: (305) 374-2036

Name of each exchange on which registered:

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 per share
                                (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:  $4,681,332

Aggregate market value of voting stock held by non-affiliates of the issuer
computed by reference to the price at which such stock was sold on March 29,
2004 was: $911,721.

The number of shares outstanding of each of the issuer's classes of common
stock, as of March 26, 2004 was 10,560,296 shares of common stock.

Documents incorporated by reference:  None.

Transitional Small Business Disclosure Format:  Yes [ ]  No  [X]

<PAGE>

                  Global Entertainment Holdings/Equities, Inc.

                                 Index to Annual
                              Report on Form 10-KSB
                      For The Year Ended December 31, 2002

                                                                            Page
PART I.
ITEM 1.    DESCRIPTION OF BUSINESS............................................1

ITEM 2.    DESCRIPTION OF PROPERTY............................................5

ITEM 3.    LEGAL MATTERS......................................................5

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................5

PART II.
ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........6

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.........8

ITEM 7.    FINANCIAL STATEMENTS..............................................15

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE........................................15

ITEM 8A.   CONTROLS AND PROCEDURES...........................................15

PART III.
ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT ..............16

ITEM 10.   EXECUTIVE COMPENSATION............................................18

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....20

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................20

PART IV.
ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K..................................22

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES............................22

SIGNATURES...................................................................24

31.1       CERTIFICATIONS

32.1       CERTIFICATIONS


                                      -2-

<PAGE>

                                     PART I

Introductory Statement
----------------------
 All statements contained herein that are not historical facts, including but
not limited to, statements regarding the Company's current business strategy,
the Company's projected sources and uses of cash, and the Company's plans for
future development and operations, are based upon current expectations. These
statements are forward-looking in nature and involve a number of risks and
uncertainties. Actual results may differ materially. Among the factors that
could cause actual results to differ materially are the following: the
availability of sufficient capital to finance our business plans on terms
satisfactory to us; competitive factors; changes in labor, equipment and capital
costs; changes in regulations affecting our business; future acquisitions or
strategic partnerships; general business and economic conditions; and factors
described from time to time in the reports filed by us with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance on any
such forward-looking statements, which statements are made pursuant to the
Private Litigation Reform Act of 1995 and, as a result, are pertinent only as of
the date made.

As used herein, the terms "we", "us", "our", "the Company" and "Global" mean
Global Entertainment Holdings/Equities, Inc. and our wholly-owned subsidiaries,
unless otherwise indicated.


ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW
 We provide business development support and administrative assistance for
technology-driven subsidiaries that license, develop and host internet software
applications in the online gaming sector. Our services are technology based
only. We do not engage in any gaming or wagering activity.

We were incorporated on July 10, 1997, in Colorado using the name Masadi
Resources, Inc. On February 10, 1998, we changed the name to International
Beverage Corporation. Under a merger agreement dated August 27, 1998,
International Beverage Corporation merged with and adopted the name of, Global
Entertainment Holdings/Equities, Inc.

IGW Software, N.V. (formerly "Interactive Gaming and Wagering, N.V."), ("IGW")
our wholly owned subsidiary, a Netherlands Antilles corporation, is engaged in
the development, licensing and hosting of proprietary Internet and telephony
based gaming software. IGW derives its revenues from licensing fees, software
royalties, hosting services and consulting services.

Prevail Online, Inc., ("Prevail") our wholly owned subsidiary, a Colorado
corporation, is currently inactive and has no revenues.

IGW was acquired through a stock purchase on June 30, 1998; Prevail was acquired
through a stock and cash purchase on August 20, 1999.

                                       1

<PAGE>

PRODUCTS

 The team at IGW has been developing and supporting gaming software since 1996.
We have created a suite of products to offer our licensees better risk
management, ease of use and a back office product that simplifies player and
gaming oversight. Our software offers a fully automated online entertainment
experience for the licensee's player. Our online Sportsbook, Horsebook and
Casino software systems are complemented by the player Loyalty software, the
Webmaster Affiliate software and the Call Center software. All software products
are integrated, enabling players to access all of an operator's affiliated
websites seamlessly, using a single account. This integrated feature results in
higher revenues for our licensees by giving players easier access to a larger
variety of activities. We continuously enhance and add new gaming products to
our software. Our commitment to product expansion and enhancement attempts to
assure our licensees of new avenues for revenue growth.

Sportsbook
 The IGW Sportsbook offers players a multitude of wagering options and
activities. Players can customize their experience by selecting favorite team
tracking and preferred betting styles, creating a personalized wagering
environment. The preference-based odds display allows players from the UK to see
the lines in the format they are used to, while still providing non-UK players
the lines in their traditional format. Our flexibility and feature rich software
has resulted in numerous awards for us and our licensees, including four gold
and nine silver awards in 2002 from Gambling Online Magazine.

Racebook
 Introduced in 2002, IGW's non-parimutual software is set up to take wagers on
over 120 thoroughbred racing tracks and over 30 harness racing tracks. The easy
to use wagering interface provides top security and one step login. This product
has all the variety and features expected from an international Racebook,
providing appeal to almost any community of players. The wagering options
include win-place-shows, exactas, trifectas and exotics.

Casino
 The IGW Casino includes slots, lottery-style games, video poker and virtual
table games, such as blackjack, craps and roulette, all powered by Java and
Flash interfaces. The Casinos are rich in graphics, sound and animation. These
products offer players a high level of online gaming entertainment without the
need to download and install software applications. Our high level of
multi-layered secure software design and proprietary encryption provide a fraud
free environment for the operator. Additionally, we provide tools to monitor the
casino floor and player activity in real time, granting our licensees the
ability to monitor activities on their sites.

                                       2
<PAGE>

Agent Software
 The Agent program is a partnership between our licensee - the gaming website
operator - and the promoter or marketing agent; in some cases this is a
webmaster. Obtaining new clientele is essential to growing any business. Our
software facilitates the management and control of every facet of this critical
business function for our licensees.

Player Loyalty Software
 We have developed a program to assist operators in tracking and paying players
for their loyalty to the website. Through arrangements with third parties,
players can receive gift certificates, airline tickets and other merchandise
rewards by converting earned points at their request. Our software tracks the
earnings and conversion transactions to facilitate administration of a rewards
program.

Call Center Software
 The IGW Call Center software system was built from the ground up, to be an
integrated component of the entire suite of Sportsbook products. There is no
need for our licensees to maintain two separate systems - lines and player
balances are all part of the same fully integrated system. This software grants
the operators of the websites the ability to be flexible, set different limits,
gain event and risk control and offer access to gaming when a player cannot
utilize a computer or wishes to speak to a person.

Services
 Aside from our award winning software products, we offer several service
activities to assist the operators in a profitable endeavor. These include the
following:

-        Hosting Services. We have operated an ISP/ASP in a controlled server
         facility in the Netherlands Antilles since 1998. Our hosting services
         are designed to offer a high degree of scalability, performance and
         fault tolerance in order to keep the gaming software systems fast and
         available twenty four hours per day and seven days per week.

-        Professional Services. We assist operators in understanding the gaming
         market, how best to design websites and how to leverage the IGW line of
         products to ensure success.

-        Software Development Services. Research and development of upgrades,
         enhancements and new games at the request or proposal of operators or
         entrepreneurs. We can custom develop practically any application to
         meet defined specifications.


NEW PRODUCT OFFERINGS

During 2003, we added several new product offerings and a number of enhancements
to our suite of software products. The most notable product releases in the
first quarter were additional rollouts of our Racebook package, which was fully
integrated with the Sportsbook back office software. We also released an
advanced agent's program as an addition to the affiliate program. Additionally,
we added two new casino games and three new slot machines games.

Our primary focus during the second and third quarter was to improve our
existing software in response to licensee needs and to fortify the stability of
the product line. Additionally, in the third quarter, we built out and moved
into our new datacenter on the telecom backbone in Curacao. This new datacenter
contains better redundancy and wider bandwidth to support the growing needs of
our licensees. The new data center also provides a stable network platform on
which to build additional network products and services. Additionally, during
this timeframe, we released several key enhancements to our Sportsbook software
package to take advantage of the new datacenter's capabilities and enhance the
usability of the back office element of our software.

During the fourth quarter, we focused our energy on designing and developing our
next generation enterprise-class gaming management system: eGMSTM. This software
rewrite which is planned to extend through 2004, will take advantage of 21st
century development methodologies and is designed to become the premiere
software platform which will enable our licensees to manage their business more
effectively and efficiently.

                                       3
<PAGE>

COMPETITION
 We estimate that there are about sixteen significant competitors out of an
estimated 170 total competitors. A number of the competitors are publicly held
corporations, but are foreign based. Information gleaned from publicly available
filings indicates mixed results of both increasing and falling sales and profits
for a number of those competitors. For those companies with falling revenues and
profits, such an environment places pressure on our ability to effectively
market to new licensees, as these competitors discard working economic models in
favor of additional marginal sales dollars. In the process, they may jeopardize
their viability as a going concern. We are relying on the feature rich benefits
and quality of our product line and the depth of resources we offer to overcome
the substantial pricing concessions made by our competitors to induce new
licensees. However, we anticipate scaling back growth projections while the
industry goes through this difficult period. Further, legislative pressures, as
discussed later, have played a role in the overall outlook for the industry.
Overall, we expect to see consolidation in the industry as companies with weak
funding, management and/or product fall victim to the competitive pressures or
are purchased by more stable providers. We do not have any plans to participate
in the industry consolidation.


ECONOMIC DEPENDENCIES

Our hosting services in the Netherlands Antilles, relies on one supplier for its
bandwidth provisioning. Communication facilities are limited in this area, but
we feel confident that our needs will be met by this provider. The loss of this
supplier would have a materially adverse impact on our business.

We receive a substantial portion of our royalty revenues from two customers.
These two customers represented 95% of our 2003 revenues and 75% of our 2002
revenues. The loss of these customers may have a significant adverse effect
on our operations.

REGULATORY ENVIRONMENT

We are suppliers of software and hosting services to the internet gaming
industry, but we are not involved in gaming activities. We have entered into
licensing agreements with users of our software who are involved in internet
gaming. Some governmental jurisdictions have adopted or are in the process of
reviewing legislation to regulate or prohibit internet gaming. The uncertainty
surrounding the regulation or prohibition of internet gaming could have a
material adverse effect on our business, revenues, operating results and
financial condition.

Online wagering is viewed by some U.S. government agencies as illegal. Although
we do not conduct any online wagering, there is a risk that criminal or civil
proceedings could be initiated in the United States or other jurisdictions
against the Company and/or our employees, and such proceedings could involve
substantial litigation expenses, penalties, fines, diversion of the attention of
key executives, injunctions or other prohibitions being invoked against us
and/or our employees. Such proceedings could have a material adverse effect on
our business, revenues, operating results and financial condition.

In 2003 the House of Representatives passed the Unlawful Internet Gambling
Funding Act, H.R. 4123, with aspirations that it will pass the Senate floor in
2004. The bill targets payments to offshore gaming merchants.

In the US Senate, S. 627 has been approved by the Banking Committee and will
likely be presented to the floor in 2004 session. In contrast to the US
approach, the UK is working toward a program to regulate and tax all forms of
internet gaming. It is expected to have a working, regulatory environment based
upon the Budd Report by the beginning of 2006. The Budd Report is the product of
a commission to examine the state of gambling as presented July 2001 to the
British Parliament by the Secretary of State for Culture, Media and Sport.

All licensees who utilize our software are located in a foreign jurisdiction and
have obtained internet gaming licenses as required by the jurisdiction in which
they operate.

                                        4

<PAGE>

RESEARCH AND DEVELOPMENT - SOFTWARE CAPITALIZED COSTS

We follow the guidance provided in Statement of Financial Accounting Standards
No. 86 "Accounting for the Costs of Computer Software to Be Sold, Leased, or
Otherwise Marketed" ("SFAS No. 86") regarding the accounting for the costs of
developing our products. Purchased software (i.e., software acquired from a
third party) is recorded at the lower of acquisition cost or net realizable
value. We develop software for licensing to our customers and capitalize
software development costs when technological feasibility has been established.
Technological feasibility generally occurs at the time a detailed plan is
available and programming of the software code may begin. Software development
costs that qualify for capitalization include the salaries and benefits of the
software engineers assigned to the projects, other direct and indirect costs
associated with those salaries and benefits, internal and external quality
assurance testing costs and the costs of outsourced development activities and
independent product testing and certification labs. Software development costs
not qualifying for capitalization are expensed and classified as maintenance
expense in the cost of revenue. Product development expense and the
capitalization rate will fluctuate from period to period depending upon the
number and status of software development projects that are in process and the
related number of people assigned to those projects.

We spent $161,326 and $715,275 in 2003 and 2002 on development/enhancements of
our software products and $706,941 and $378,464, respectively on maintenance of
our products. The decrease of development/enhancements and increase in
maintenance in 2003 resulted from our concentration on improvements to the
existing software which did not meet the eligibility under generally accepted
accounting principles and SFAS 86 for costs to be capitalized.

EMPLOYEES

         As of December 31, 2003, we had 29 full time employees. Management
believes our relations are good with our employees and does not anticipate any
labor relation issues. None of our employees are covered by collective
bargaining agreements.

ITEM 2.  DESCRIPTION OF PROPERTY

Our subsidiary, IGW, leases 504 square feet of office space along with secured
facilities within a server hosting farm for our telecommunication equipment in
Curacao, Netherlands Antilles. The yearly lease commenced on July 15, 2003 for
an initial three year period with one year automatic renewals thereafter. The
monthly recurring fee on the lease is $26,616, of which $22,050 relates to
telecommunication costs.

In December 2001,we signed a three-year lease on 1,999 square feet at 501
Brickell Key Drive, Miami,
Florida. We moved our corporate headquarters from the Brickell Key Drive office
to our current 7,074 square foot office complex at 703 Waterford Way, Miami
Florida in July, 2003. We have subleased the Brickell Key Drive office through
our lease termination date of December, 2004. Our offices at Waterford Way are
under a five year lease ending July 13, 2008, at a monthly minimum base lease
rate of $10,906.

As a result of these moves, we recorded moving and contract cancellation costs
of $308,738 during 2003.


ITEM 3.  LEGAL MATTERS

On November 27, 2002, we filed a complaint, in the Eleventh Judicial Circuit in
Miami, Dade County, Florida, against a shareholder and former officer Mr. Steven
Abboud for counts of breach of fiduciary duty, fraud, conversion, business
defamation, misappropriation, and declaratory relief. The action also seeks to
enjoin this individual and certain corporations under his ownership or control
from transfer of our stock, and to enjoin him from improper or illegal action
with regard to our proxies. Subsequent to December 31, 2003, we have reached a
settlement with this individual and all parties have agreed to request dismissal
of all outstanding lawsuits.


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

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

                                       5

<PAGE>

                                     PART II



ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Prior to September 9, 1998, our common stock was traded on the over the counter
Bulletin Board (OTCBB) market under the symbol "IBVC". From September 10, 1998
to the present, our common stock is trading on the OTCBB under the symbol
"GAMM".

The following table sets forth the range of high and low closing bid prices for
each period indicated as reported by the National Association of Securities
Dealers composite feed or other qualified interdealer quotation medium. The
quotations provided reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

Price Range for Common Stock
----------------------------

YEAR 2003                           High                Low
                                  --------           --------
   First Quarter                   $0.25               $0.09
   Second Quarter                   0.30                0.09
   Third Quarter                    0.35                0.10
   Fourth Quarter                   0.12                0.05

YEAR 2002                           High                Low
                                  --------           --------
   First Quarter                   $0.38               $0.22
   Second Quarter                   0.33                0.22
   Third Quarter                    0.51                0.22
   Fourth Quarter                   0.30                0.18



         Since our shares began trading on the OTC Bulletin Board in 1998, the
prices for our shares have fluctuated widely. There may be many factors which
may explain these variations, but we believe that the following are some of
these factors:

         o        the demand for our common stock;

         o        the number of shares available to the general public;

         o        the number of market makers for our common stock;

         o        developments in the market for gaming software developers; and

         o        changes in the performance of the stock market in general.

In recent years, the stock market has experienced extreme price and volume
fluctuations that have had a substantial effect on the market prices for many
Internet and emerging growth companies such as ours, which may be unrelated to
the operating performances of the specific companies.

                                       6

<PAGE>

         Certain companies that have experienced volatility in the market price
of their stock have been the object of securities class action litigation. If we
become the object of securities class action litigation, it could result in
substantial costs and a diversion of our management's attention and resources
and have an adverse effect on our business, financial condition and results of
operations. In addition, holders of shares of our common stock could suffer
substantial losses as a result of fluctuations and declines in the stock price.

         There are approximately 131 holders of record, additionally, we
estimate that about 240 holders owned our common stock either of record or
through a broker, bank or other nominee as of December 31, 2003.

         The trading of our shares is subject to limitations set forth in Rule
15g-9 of the Securities Exchange Act. This rule imposes sales practice
requirements on broker-dealers who sell so-called penny stocks to persons other
than established customers, accredited investors or institutional investors.
Accredited investors are generally defined to include individuals with a net
worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
together with their spouses during the previous two years and expected annual
income of that amount during the current year. For sales of shares to other
persons, broker-dealers must make special suitability determinations, and obtain
the written consent of the purchaser to the sale prior to consummating the sale
and are generally prohibited from making cold-calls or other unsolicited
inquiries to purchasers without complying with these rules. These rules may
adversely affect the ability of broker-dealers and others to sell our shares or
to sell shares in the secondary market.

         No cash dividends have been declared to date on our common stock. We
expect that all earnings, if any, will be retained to finance the growth of our
Company and that no cash dividends will be paid for the foreseeable future.


EQUITY COMPENSATION PLAN INFORMATION
------------------------------------

<TABLE>
<CAPTION>
                                               Number of            Weighted-          Number of securities
                                            securities to be     average exercise    remaining available for
                                              issued upon           price of          future issuance under
                                              exercise of         outstanding          equity compensation
                                              outstanding           options,             plans (excluding
                                           options, warrants      warrants and       securities reflected in
Plan Category                                  and rights            rights                column (a))
------------------------------------------------------------------------------------------------------------
                                                  (a)                  (b)                    (c)
------------------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>                     <C>

Equity compensation plans approved by              0                   n/a                     0
security holders
------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved by      1,960,385             $0.87                     0
security holders
------------------------------------------------------------------------------------------------------------
Total                                          1,960,385             $0.87                     0
------------------------------------------------------------------------------------------------------------
</TABLE>

                                       7

<PAGE>

Description of Equity Compensation

During the past several years, employees of the Company have been granted
options to acquire shares of the Company's common stock. Options issued prior to
2002 were not set forth in a formal stock option plan but were provided as
motivation and incentives to individuals who, in the Company's opinion, were
important to the Company's success. Options issued in 2002 and thereafter, were
issued pursuant to the 2002 Stock Option Plan of Global Entertainment
Holdings/Equities, Inc. and also provided as motivation and incentives to
individuals considered important to the Company's success. The 2002 plan was
approved by our board of directors, but not submitted to a vote of stockholders.
The total number of options granted and outstanding at December 31, 2003, and
the average exercise price and expiration dates for each year are as follows:

                 Total    Exercise
        Year    Options   Price      Expiration Date
        ----    -------   --------   -----------------
        1998    160,125    $0.50     December 31, 2008
        1999    222,525    $0.50     December 31, 2009
        2000    331,000    $1.00     January 29, 2005
                272,383    $1.25     January 29, 2005
                  8,000    $1.50     January 29, 2005
                 97,860    $2.00     January 29, 2005
                 55,000    $2.25     January 29, 2005
                 31,800    $2.50     January 29, 2005
        2001    283,675    $0.71     December 31, 2011
                 35,000    $0.82     December 31, 2005
        2002    235,850    $0.50     December 31, 2012
        2003    227,167    $0.08     December 31, 2013
               --------
       Total  1,960,385


Sales of Unregistered Securities
--------------------------------

         We have not sold unregistered securities not previously reported during
the year ended December 31, 2003.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The following should be read in conjunction with the "Risk Factors" and our
audited financial statements and related notes included elsewhere in this Form
10-KSB. The following discussion contains forward-looking statements. Please see
the Introductory Statement in Part I for further information relating to such
forward looking statements.

Our Business
------------

We provide business development support and administrative assistance for
technology-driven subsidiaries that license, develop and host internet software
applications in the online gaming sector. Our services are technology based
only. We do not engage in any gaming or wagering activity.

Accounting Policies and Estimates
---------------------------------

Management's discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires that we
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. We base our estimates on historical experiences and on various
other assumptions that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates under different assumptions or
conditions.

Industry Overview
-----------------

Overall, the outlook for the industry is relatively attractive. Revenue from
online gaming is estimated to have reached $5.6 billion in 2003 and is expected
to reach $11.6 billion by 2006, per Christiansen Capital Advisors LLC, an
industry researcher.

Although there are just under 200 software companies, we have identified about
sixteen companies that we directly compete against. A number of those
competitors own or control gaming operations, which gives them access to greater
resources than we have. The industry is experiencing consolidation at all
levels. As one commentator stated, "Consolidation in the internet gaming
industry is imminent. Brand name alone is insufficient for success. The future
is in distribution, localization and database monetization." (Tony Fontaine,
Gaming Consultant). Although we may consider options as they arise, we have no
current consolidation plans. This outlook is affecting not only the gaming
companies but those who serve them. We anticipate facing more difficult
competition and longer sales cycles as the consolidation occurs within the
industry.

As the competitive environment increases for our licensees, they are
increasingly required to enhance product offering to players. Our strength lies
in this industry need. Given the breadth of products available in our suite of
applications, we are able to offer many revenue opportunities for the operators
which are tied in through one integrated back-office administrative program. Our
product offerings enhance revenues for our licensees, while our back office
software reduces costs for our licensees. We are looking to form strategic
partnerships, add product offerings and enhance delivery vehicles to maintain a
competitive edge.

Some of our competitors have longer operating histories and significantly
greater financial, technical, sales, marketing and other resources, as well as
greater name recognition and a larger installed customer base, than we do. Our
competitors could, in the future, introduce products with more features and
lower prices than our product offerings. These companies could also bundle
existing or new products with other, more established products in order to
compete with us.

                                       8

<PAGE>

Plan of Operations - Our Strategy
---------------------------------

Our subsidiary, IGW Software is in the business of providing software and
services to the online gaming community. Our licensees depend upon our software
to improve their success through effective management of the activities on their
websites and creating an efficient way for them to manage their businesses. To
this end, we envision expanding our success and growing our company through:

         o        Improving our back office administration system to enhance the
                  control and reporting functions to seamlessly manage
                  additional gaming products;

         o        Integrating additional e-commerce capabilities based on
                  licensee requirements;

         o        Integrating additional games to our back office administration
                  system;

         o        Expanding our sales into additional geographic areas;

         o        Partnering with best-of-breed technology firms around the
                  world to enhance our products and services; and

         o        Identifying and executing on strategic partnerships.

During 2003, we have taken significant steps to achieve our strategic
initiatives. We:

         o        Enhanced our current software back office software with over
                  100 new features;

         o        Moved into a new data center, which provides additional
                  security and bandwidth to ensure a consistent user experience;

         o        Redesigned our back office software to conform to current
                  software development standards;

         o        Developed an additional 20 casino games for rollout to our
                  licensees in 2004;

         o        Implemented 135 feature requests made by our Licensees.

Although we were not profitable in 2003, we anticipate returning to
profitability in 2004. This will be achieved through the following efforts:

-        Increased sales through new licensees. At December 31, 2003 we had two
         new licensees who had not started to promote their web pages or the web
         page was still under construction. We anticipate a 5% increase in
         revenues.
-        Increased revenues through new product offerings. We will be releasing
         new casino games as mentioned above and we anticipate partnering with
         bingo, poker and other product lines to further enhance our revenue.
-        One time expenses were incurred in 2003. Moving costs of $308,000 were
         incurred that were a one time cost, of which we anticipate a
         substantial savings resulting from the relocation of personnel and new
         facilities. Legal expenses are also anticipated to be lower in 2004 as
         a result of the settlement reached subsequent to year end as explained
         in ITEM 3 - LEGAL.
-        Reduced expenses. We anticipate our development engineers to devote
         greater resources to new software instead of maintenance or enhancement
         of existing software as in 2003. This will reduce the current expense
         and add to the capitalized software intangible assets. We also
         anticipate lower payroll costs resulting from the changes implemented
         in 2003.

                                       9

<PAGE>

Results of Operations
---------------------

We experienced a net loss for the year ended December 31, 2003 of $(1,479,553)
compared to net income of $166,913 for the year ended December 31, 2002. The
primary elements contributing to the current year loss as compared to the
previous year's net income, are comprised of the following:

        Reduction in Gross Profit                                 $1,009,648
        Costs of moving hosting facilities and offices               308,737
        Maintenance of software in lieu of development               553,949
        Legal and professional related to shareholder lawsuit        104,329
                                                                   ---------
                                                                  $1,976,663

Sales decreased $1,439,170, or 23% to $4,681,332 for the year ended December 31,
2003 from $6,120,502 for the year ended December 31, 2002. This decrease
primarily resulted from the curtailment of marketing services activities and a
decrease in royalty revenues. The following outlines our revenues by category:

                                               2003            2002
                                               ----            ----
Marketing Services                        $   30,230      $  796,951
Royalty, Licensing and Other Fees          4,310,675       4,967,272
Hosting Services                             340,427         356,279
                                          ----------      ----------
  Total                                   $4,681,332      $6,120,502


Marketing services were curtailed in 2002, as expenses exceeded income in both
2001 and 2002. Royalty, Licensing and Other Fees decreased by $656,597. This
decrease was due to a contractual decrease in our royalty rate with one of our
major Licensees and an overall decline in Licensee revenue resulting from
increased transaction costs and higher allowances and uncollectible accounts
from their players.

The Prevail Online, Inc. subsidiary has experienced losses for the past four
years. As a strategic move, we have determined that we would no longer invest
additional funds to assist the subsidiary. Management has not determined the
future of this subsidiary at this time.


Our revenue is subject to seasonal swings. Historically, we have received 34% or
more in the fourth quarter of the year. The following table outlines our
revenues percentages by quarter:

                                     2003           2002
                                     ----           ----
First Quarter                         28%            23%
Second Quarter                        20%            19%
Third Quarter                         18%            23%
Fourth Quarter                        34%            35%


                                       10

<PAGE>

Cost of revenues were 65% of total revenue for the year ended December 31, 2003
and 57% of total revenue for the year ended December 31, 2002. The following
items constitute the expenses in cost of sales:

                                               2003           2002
                                               ----           ----
Amortization                               $  675,932     $  715,003
Bandwidth                                     368,980        322,199
Royalty costs                                 706,941        378,464
Salaries                                    1,282,446      1,326,656
Cost of Marketing Products & Misc              11,316        742,224
Sponsorship Projects                           14,165          4,756
                                            ---------      ---------
    Total                                  $3,059,780     $3,489,302

Royalty, Licensing and Other fees decreased by 12.6%, however, cost of revenues,
excluding Cost of Marketing Products increased by 13.6% from the year ending
December 31, 2002 to 2003. This increase results from the higher software
maintenance incurred in the year ended December 31, 2003.

<TABLE>
<CAPTION>
                                               2003                 2002               % Change
                                               ----                 ----               --------
<S>                                        <C>         <C>      <C>         <C>         <C>
Revenue without Marketing Services         $4,651,102  100.0%   $5,323,551  100.0%      (12.6)%

Cost of  revenues                          $3,059,780           $3,489,302
Less Cost of Marketing Products               (11,316)            (742,224)
                                            ---------            ---------
   Adjusted cost of revenues                3,048,464   65.5%    2,747,078   51.6%       13.6%
</TABLE>

Selling expenses decreased by $191,000 to $282,759 in the year ended December
31, 2003 from $473,759 in the year ended December 31, 2002.

Selling expenses consisted of the following items:

                                         2003           2002
                                         ----           ----
Advertising & marketing                $ 75,405       $214,589
Payroll, travel and other expenses      207,354        259,170
                                        -------        -------
   Total                               $282,759       $473,759

The reduced expenditures resulted from a limited number of new account
opportunities, the scaling back of promotional efforts while the focus was on
the maintenance of our existing product line and the redesign of our next
generation version. In addition, our Director of Sales was employed through the
third quarter.

General and administrative expenses for the years ended December 31, 2003 and
2002 were comprised of the following items:

                                                  2003              2002
                                                  ----              ----
Bad debt expense (recovery)                   $   37,116        $  (41,213)
Depreciation & amortization                      437,460           348,760
Office expense, travel and other expenses        612,916           506,016
Rent                                             196,943           182,132
Salaries and wages                               765,327           518,257
Legal and professional expenses                  450,242           367,688
Moving Expenses                                  308,737                 -
                                               ---------         ---------
     Total                                    $2,808,741        $1,881,640

The increase in Depreciation and Amortization of $88,700 from $348,760 for the
year ended December 31, 2002 to $437,460 for the year ended December 31, 2003 is
attributable to the higher investment in equipment used to support the
administrative functions. The increase of $106,900 in Office expense, travel and
other expenses relates primarily to increased computer support services and
insurance costs. The increase in rent expense was attributable to the cost of
larger offices in Miami to accommodate personnel moved from Curacao and the
duplication of overlapping rents incurred during the moves. Salary and wages
increased $247,070. This increase has been identified as a result of three
factors: new hire executive positions including the CFO and the VP of Marketing
and Business Development; severance costs on terminated employees and the higher
allocation of payroll costs by virtue of the reduced amount of capitalized
software costs. Employee headcounts decreased by 17, from 46 employees at
December 31, 2002 to 29 employees at December 31, 2003, while payroll expense
decreased by only $138,195. This disproportionate decrease resulted from
additional costs incurred in severance packages and the overlapping of
replacement positions. Payroll costs are distributed over several cost
categories as follows:

                                       11

<PAGE>

Salary, wages and related costs included in -

                                                  2003              2002
                                                  ----              ----
   Capitalized software                       $  154,228        $  689,525
   Selling Expenses                              171,521           258,170
   Cost of Revenues                            1,868,436         1,631,755
   General and Administrative expenses           765,327           518,257
                                               ---------         ---------
      Total payroll costs                     $2,959,512        $3,097,707



Legal and professional expenses increased $82,554 for the year ended December
31, 2003 from the year ended December 31, 2002. This increase was primarily due
to the legal expense as a result of a dispute with a shareholder/former officer
as further described in Item 3 - Legal Matters.


Liquidity and Capital Resources
-------------------------------
 Cash provided from operating activities totaled $862,297 for the year ended
December 31, 2003 compared to $2,392,691 for the year ended December 31, 2002.
The decrease of $1,530,394 resulted from lower collections on accounts
receivable, higher collections on notes receivable and a lower increase in
accounts payable. The higher cash flow during 2002 resulted from agreements
reached with a major licensee on the payment of prior receivables and
receivables converted to notes. It is anticipated that in 2004 cash flows will
align with operating income and non-cash expenditures, as the notes from the
major licensee will have been paid off.

The cash provided by operations was employed in purchasing additional equipment
in the amount of $239,636, development of software in the amount of $161,326 and
payments on notes payable and capital leases in the amount of $240,721. Our cash
position at December 31, 2003 was $434,895; an increase of $174,401 over our
cash position at December 31, 2002. We anticipate slightly higher equipment
purchases in 2004 in comparison to 2003 and we are obligated to pay notes
payable and capital leases in the amount of $325,171. We anticipate a
substantially higher investment in development of software in 2004 as that
incurred in 2003. Overall, we believe cash flows from operations should be
sufficient to meet our needs for working capital in both the short term and long
term. We will, however, require funding for our anticipated investment in
capitalized software in 2004. Management has taken steps to obtain the needed
funding.

We do not have any off-balance sheet financing arrangements nor do we have any
arrangements through any special purpose entities. We do not have any short term
or long term lending facilities. By the nature of payment terms with our
licensees, any increase in growth is expected to be supported by our operating
cash flow. We are continuing to explore various financing options for future
needs.

As mentioned under ITEM 1. DESCRIPTION OF BUSINESS, Economic Dependencies, we
receive a substantial portion of royalty fee revenue from two licensees. In 2003
and 2002, royalties and other fees from those licensees were $4,424,615 or 95%
or Total Revenue and $4,606,393 or 75% of Total Revenue respectively. At
December 31, 2003 accounts receivable from both licensees totaled $586,020 or
85.6% of total receivables and at December 31, 2002, accounts and notes
receivable from the same licensees were $1,433,505. For December 31, 2002, one
licensee represented 38% of total accounts receivable and 100% of notes
receivable, and the other 14% of total accounts receivable. As we expand our
sales activities and product offerings in 2004, we anticipate reducing this
economic dependency.


Contractual Obligations
-----------------------
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                                                                   More than 5
Contractual Obligations               Total       Less than 1 year    1-3 years     3-5 years         years
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>            <C>              <C>               <C>
Long-Term Debt
                                        259,740             200,829        58,911
------------------------------------------------------------------------------------------------------------------

Capital Lease Obligations               196,907              79,289       117,618             -                 -
------------------------------------------------------------------------------------------------------------------

Operating Leases                      1,531,000             536,000       922,000        73,000                 -
------------------------------------------------------------------------------------------------------------------

Purchase Obligations                          -
------------------------------------------------------------------------------------------------------------------
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet under GAAP                      -
------------------------------------------------------------------------------------------------------------------
Total
                                      1,987,647             816,118     1,098,529        73,000                 -
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

Risk Factors
------------

In addition to other issues addressed throughout this report, the following are
certain risks and uncertainties we face.

- Our future financial performance will depend, in part, on the successful
development, completion, and introduction of new software products and of
enhanced versions of existing products, and customer acceptance of those
products. In the future, there is no assurance that we will not encounter
difficulties that could delay or prevent the successful development of, or
marketing of, new products and/or enhancements of existing products. There also
can be no assurance that such products will yield positive results or that such
results can be obtained on a timely basis or without the expenditure of
substantial funds.

We believe that a Licensee's decision to purchase our products and services is
discretionary, involves a significant commitment of resources, and may be
influenced by budgetary and seasonal cycles. To successfully sell our products
and services, we generally must educate potential licensees regarding the use
and benefit of our products and services, which can require significant time and
resources.

- Product liability claims. We face substantial risk of exposure to product
liability claims in the event that the products we develop and licenses contain
errors, bugs or defects. We do not currently have product liability insurance,
and there can be no assurance that insurance coverage will be available in the
future on commercially reasonable terms, or at all. Further, there can be no
assurance that such insurance, if obtained, will be adequate to cover potential
product liability claims, or that a loss of insurance coverage or the assertion
of a product liability claim or claims would not materially adversely affect our
business, financial condition and results of operations.

- We are dependent upon customer acceptance of our products. Our ability to meet
our projections is dependent on our ability to convince prospective customers
that our products are superior to competing products and that we can
successfully deliver and service our products.

- Competition. The gaming software market is highly competitive and has been
subject to rapid change, which is expected to continue. Our competitors include
many software vendors that have financial, marketing, and technological
resources far in excess of those we possess.

- We face intense price-based competition for licensing of our products. Price
competition is often intense in the software market, especially for internet
gaming software providers. Many of our competitors have significantly reduced
the price of their products. Price competition may continue to increase and
become even more significant in the future, resulting in reduced profit margins.

- We are dependent on the services of key individuals and the loss of any of
these individuals could significantly affect our ability to operate our
business. We do not maintain key man life insurance on any of our personnel.

- We may be unable to protect our intellectual property rights. Our success
depends in part on our ability to protect our proprietary technologies. We rely
on a combination of trade secrets and confidentiality and other contractual
provisions to establish and protect our proprietary rights. Litigation, which
could result in substantial costs and diversion of effort by us, may also be
necessary to enforce any infringement issues or to determine the scope and
validity of third-party proprietary rights. Any such litigation, regardless of
outcome, could be expensive and time consuming, and adverse determinations in
any such litigation could seriously harm our business.

- Our software products and web site may be subject to intentional disruption.
While we have not been the target of software viruses or other attacks
specifically designed to impede the performance of our products or disrupt our
Web site, such viruses or other attacks have been deployed against our licensees
and could be created and deployed against our products or Web sites in the
future. Similarly, experienced computer programmers, or hackers, may attempt to
penetrate our network security or the security of our licensees' Web sites from
time to time. A hacker who penetrates our network or our licensees' Web sites
could misappropriate proprietary information or cause interruptions of our
services. We might be required to expend significant capital and resources to
protect against, or to alleviate, problems caused by virus creators and hackers.

- Unexpected rapid growth could result in significant management challenges. We
are still an early stage company. Any rapid growth will place significant
pressure on our limited resources and infrastructure. Our officers would need to
implement and improve our operational, administrative and financial systems and
controls and effectively expand, train and manage our employee base. Although we
do not anticipate any rapid growth in the short term, for our long term business
plan to be successful, we will be required to manage an increasing number of
relationships with various licensees, partners and other third parties.

                                       13
<PAGE>

- Our stock is quoted on the OTC Bulletin Board and could be subject to extreme
volatility. Our common stock is currently quoted under the symbol GAMM on the
OTC Bulletin Board, which is characterized by low volume trading, high
volatility and large spreads between bid and ask prices. A significant amount of
common stock coming on the market at any one time could cause the stock to
decline in price. In addition, we must comply with ongoing eligibility rules to
ensure our common stock is not removed from the OTC Bulletin Board, which would
materially adversely affect the liquidity and volatility of our common stock. We
intend to use our best efforts to continue to meet the eligibility requirements.

- Our products are complex and may contain undetected errors. While we test our
products extensively before market introduction, we cannot be certain that,
despite our testing, errors will not be found in current versions, new versions,
or enhancements of our products after commencement of their use. Such undetected
errors could result in adverse publicity, loss of revenues, delay in market
acceptance, or claims against us by licensees, all of which could materially
adversely affect our business.

Our licensees are also dependent upon search engines, web browsers, Internet
service providers and other online service providers to provide Internet users
access to the web sites. Players may experience difficulties accessing or using
licensee web sites due to system failures or delays unrelated to our systems. It
is unlikely that our licensees carry business interruption insurance to
compensate for lost revenues in the event of such failures.

- As described in Item 1, regulatory issues could have a material adverse effect
on our business, revenues, operating results and financial condition.

- Other risk issues
 We have pursued, are currently pursuing and, in the future may pursue, new
technologies and businesses internally and through joint venture, acquisitions
and combinations which involve significant risks. Any such joint venture,
acquisition or combination may involve, among other things, the issuance of
equity securities, the payment of cash, the incurrence of contingent liabilities
and the amortization of expenses related to goodwill and other intangible
assets, and transaction costs, which have adversely affected, or may adversely
affect, our results of operations and financial condition. Our ability to
integrate and organize any new businesses and/or products, whether internally
developed or obtained by acquisition or combination, will likely require
significant expansion of our operations. There is no assurance that we will have
or be able to obtain the necessary resources to satisfactorily affect such
expansion, and the failure to do so could have a material adverse effect on our
business, financial condition and results of operations. In addition future
joint ventures, acquisitions and or combinations by the Company may involve
risks of, among other things, entering markets or segments in which we have no
or limited prior experience, the potential loss of key employees of the acquired
company and/or difficulty, delay or failure in the integration of the
operations, management, personnel and business of any such new business with our
business and operating and financial difficulties of any new or newly combined
operations, any of which could have a materially adverse effect on our business,
financial condition and results of operations. Moreover, there can be no
assurance that the anticipated benefits of any specific acquisition or of any
internally developed new business segment or business combination will be
realized.

                                       14

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Index to Financial Statements on page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The 2002 financial statements were audited by Kane, Hoffman & Danner. Kane,
Hoffman & Danner continues to exist as a legal entity. Pursuant to a
transaction, two shareholders of Kane, Hoffman & Danner became shareholders of
Mahoney Cohen & Company. There were no accounting disagreements with Kane,
Hoffman & Danner. The Company retained Mahoney Cohen & Company to audit the
financial statements for 2003.

ITEM 8A. CONTROL AND PROCEDURES

Our management, including our principal executive officer and principal
financial officer, has evaluated the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of the year ended December 31, 2003, the
period cover by the Annual Report on Form 10-KSB. Based upon that evaluation,
our principal executive officer and principal financial officer have concluded
that the disclosure controls and procedures were effective as of December 31,
2003 to provide reasonable assurance that material information relating to the
Company is made known to management including the CEO and CFO.

There were no changes in our internal control over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

                                       15
<PAGE>

                                    PART III



ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Our directors and their ages as of December 31, 2003 are as follows:

Name                       Age   Position                  Period of Service
-----                      ---   --------                  -----------------
Bryan Abboud............   33    Chief Executive Officer   January 2002 -
                                 and Director              Present

Thomas Glaza............   69    Director and              February 2001 -
                                 Chairman of the Board     Present


Dave Stein...............  57    Director                  January 2002 -
                                 Present

James Doukas.............  69    Director                  April 2002 -
                                 Present


 Certain biographical information concerning the Directors and executive
officers of the Company as of December 31, 2003 is set forth below. Such
information was furnished by them to the Company.

BRYAN ABBOUD was the Chairman of the Board of Directors of the Company from 1998
to February 2001, has been chief executive officer and president of the Company
since January 2002, and managing director of IGW since 1997. Mr. Abboud is also
a co-founder and current board member of the Interactive Gaming Council, the
online gaming industry's premier trade association. Starting as an online gaming
industry pioneer in 1995, he has assembled personnel, arranged financing, and
led the Company successfully into the online gaming software industry. Earlier,
Mr. Abboud was involved in upper management of a company in the high-tech
consumer electronics industry. Before this he served as vice president of
marketing and co-founded Vista International, Inc. where he was responsible for
all U.S. sales, advertising and promotions. Mr. Abboud earned a Masters in
International Management at the American Graduate School of International
Management (Thunderbird) and received a Bachelor of Science Degree in Commerce,
with emphasis in Marketing at Santa Clara University. He also attended Sup de Co
in Rouen, France.

THOMAS GLAZA accepted his appointment as Chairman of the Company's Board of
Directors in February 2001. He is serving on the Company's compensation
committee and audit committee. He retired from the MAPICS Corporation in March
2000. Between 1988 and 1998, Mr. Glaza held a variety of positions with MAPICS
Corporation, including Vice President of Marketing and Business Development. His
duties involved contract negotiations, establishing internal corporate strategy,
traditional activities of marketing, and co-ordination programs with the
corporate marketing organization. From 1981 to 1988, Mr. Glaza founded GMD, a
private software development and services firm with revenues of $10 million per
year. He served as chief executive officer and chief operating officer. From
1973 to 1980, Mr. Glaza held various managerial positions in the Manufacturing
Industry Marketing Department of the General Systems Division of the IBM Corp.
in Atlanta, which led to the development of the highly successful manufacturing
control systems known as MAPICS. From 1970 to 1973, he was the marketing manager
for the IBM Branch Office in Portland, Oregon. In 1959, Mr. Glaza received his
MBA from the University of Michigan, majoring in statistics and marketing. In
1957, Mr. Glaza graduated with a Bachelor of Business Administration from the
University of Michigan where he majored in marketing and finance.

DAVE STEIN has been a director of the Company since January 31, 2002. He is
serving as chairman of the Company's audit committee and as a member of the
Company's compensation committee. For the past decade, Mr. Stein has focused on
consulting with and coaching sales executives and their teams in 48 states and
20 countries to win business. He is the author of How Winners Sell: 21 Proven
Strategies to Outsell Your Competition and Win the Big Sale, which defines the
strategies and related tactics for sales professionals to thrive in our new
world of information overabundance, intense competition, and product and service
commodization. Mr. Stein has worked with large enterprises such as IBM,
Hewlett-Packard, ALLTEL, Bayer, NEC, Siemens, Oracle, Invensys, Pitney Bowes,
MCI, AT&T, Unisys, Ciber, and McGraw-Hill, as well as many smaller companies. He
has been the president of The Stein Advantage, Inc., a sales consulting company,
from July 1997 to the present, and was the Director of Worldwide Business
Development for Marcam Corporation from 1995 to 1997. From 1980 until he founded
The Stein Advantage in 1997, Mr. Stein was employed by several leading-edge high
technology companies in a number of roles: programmer, systems engineer, sales
representative, sales manager, Director of Worldwide Sales Development, VP of
Sales, VP of Marketing, VP of International Operations, VP of Client Services
and VP of Strategic Alliances. In the early 1990's Mr. Stein lived and worked in
Europe initiating, organizing and establishing the international operations for
Datalogix International. He is a member of the National Speakers Association and
the Strategic Account Management Association (SAMA). Mr. Stein graduated from
the City College of New York with a Bachelor of Arts degree and pursued
postgraduate studies at the City University of New York.

JAMES DOUKAS has been a director of the Company since April 9, 2002. Mr Doukas
is chairman of the Company's compensation committee and a member of its audit
committee. Mr. Doukas served in the military for over 32 years and was
responsible for formulating and executing multi-million dollar budgets, leading
large organizations of over 3,500 personnel, negotiating sensitive agreements
with foreign governments, and conducting strategic planning at the national
level. From 1988 to 1998, he was executive vice president of RJ Moore and
Associates, a start up engineering firm for which he had regional responsibility
in sales, marketing, and personnel recruitment. Mr. Doukas received a Bachelor
of Arts degree from St. Benedicts College and a Master of Arts degree from
George Washington University.

                                       16
<PAGE>

            OTHER EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Set forth below is biographical and other information concerning the Company's
non-director executive officers and other significant employees.

Name                          Age         Position
----                          ---         --------
James Herrera                 46          VP Business Development and
                                          Strategic Marketing
Clinton H. Snyder             48          Chief Financial Officer

CLINT SNYDER has been Chief Financial Officer of the Company since January 21,
2003. Mr. Snyder served as Chief Financial Officer of TVC Telecom, Inc.
(formerly Legacy Software, Inc.) from November 1998 to January 2002. From 1992
to 1998, he served as a business consultant, financial and tax strategist for
companies throughout the New England area in his position as President of CFO
Business Services, Inc. From 1990 to 1992, he served as Vice President of
Finance for Innovative Telecom Company, Inc., a telecommunications provider.
From 1985 to 1990 he served as Executive Officer for Finance and Administration
with North American Beauty Services, Inc., a wholesale and retail distributor of
consumer based personal care products. From 1982 to 1985 he served as Finance
Officer for a multi-national construction products and real estate development
firm in Baltimore, Maryland. From 1975 to 1982 he served as auditor and business
consultant with the public accounting firm of Stegman & Associates. Mr. Snyder
currently serves on the Board of TVC Telecom, Inc., a publicly traded
telecommunications company.

JAMES HERRERA, Vice President of Business Development and Strategic Marketing,
joined the Company May 1, 2003 from ESV Ltd., where he was Chief Operating
Officer and V.P. of Business Development. Previously, he served as Director of
Professional Services with Active Decisions Inc. and was Chief Executive Officer
of EnterMedia Network Inc. from 1997 through 2001. Prior to that, Mr. Herrera
was the V.P. of Applications Development at Competitive Media Reporting, a joint
venture of VNU and Arbitron, Director of New Media Platforms and Content in the
Strategic Business Division of Creative Labs, Inc. and had served in U.S.
Distribution for Apple Computer.

                                       17

<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act of 1934
 Section 16(a) of the Securities Exchange Act of 1934 requires our Company's
officers and directors, and persons who own more than 10% of a registered class
of our Company's equity securities, to file reports of ownership and changes in
ownership with respect to the securities of our Company with the SEC and to
furnish copies of these reports to our Company. Mr. Herrera has not filed a
required Form 3 and Mr. Abboud has not filed a required Form 4 during 2003.


ITEM 10. EXECUTIVE COMPENSATION

The following table provides summary information for the years 2003, 2002 and
2001 concerning cash and non-cash compensation paid or accrued by the Company to
or on behalf of its chief executive officer and the other most highly
compensated officers who are executive officers (the Named Executive Officers)
for the appropriate years.

                             SUMMARY COMPENSATION TABLES



<TABLE>
<CAPTION>
                                                               Long Term Compensation
                                  Annual Compensation            Awards           Payouts
                          -----------------------------  -----------------------  -------
                                                         Restricted   Securities
                                           Other Annual    Stock      Underlying   LTIP       All Other
Named Officer     Year   Salary    Bonus   Compensation    Awards      Options    Payouts   Compensation
-------------     ----  --------   -----   ------------  ----------   ----------  -------   ------------
<S>               <C>   <C>       <C>           <C>           <C>       <C>          <C>          <C>
Bryan Abboud      2003  $156,000  $22,884      -0-          - 0 -       30,000     - 0 -        - 0 -
 President        2002  $156,000  $26,991      -0-          - 0 -       42,000     - 0 -        - 0 -
                  2001  $120,000  $15,000   $33,708(1)      - 0 -       50,000     - 0 -        - 0 -

James Herrera (2) 2003  $ 84,500  $12,816   $15,000(2)      - 0 -       30,000     - 0 -        - 0 -
 VP Business Development
 and Strategic Marketing

Clinton Snyder(3) 2003  $117,115  $ 9,331      -0-          - 0 -       30,000     - 0 -        - 0 -
</TABLE>

   (1) Bryan Abboud received reimbursement for living expenses.
   (2) James Herrera commenced employment May 1, 2003. Other compensation
   represents a moving allowance.
   (3) Clinton Snyder commenced employment January 21, 2003.


                                       18

<PAGE>

                      Option/SAR Grants in Last Fiscal Year
                               (Individual Grants)


<TABLE>
<CAPTION>

                 Number of       Percent of Total
                Securities         Options/SARs        Exercise of
                Underlying          Granted to          Base Price
Name           Options/SARS  Employees in Fiscal Year  Price ($/Sh)  Expiration Date
-------------  ------------  ------------------------  ------------  ---------------

<S>               <C>                  <C>              <C>          <C>
Bryan Abboud      30,000               16.5%            $0.08/Share  December 31, 2013
James Herrera     22,500               12.4%            $0.08/Share  December 31, 2013
Clinton Snyder    30,000               16.5%            $0.08/Share  December 31, 2013
</TABLE>

Directors' Compensation
 All non-employee directors receive annual options to purchase 15,000 shares
each of the Company's common stock. Such options bear exercise prices equal to
the weighted average of the common stock's closing price for the three (3)
months prior to the granting of such options. Awarding occurs at the beginning
of the year and vesting occurs as the year transpires or upon termination of the
Director. All Directors are reimbursed for out-of-pocket expenses incurred in
connection with the Company's business. Effective January 1, 2003, all
non-employee directors received in addition to the options, $1,000 per meetings
held on site, and no compensation for telephonic meetings.

Employment Agreements
 Effective January 1, 2002, we entered into a new employment agreement with
Bryan Abboud, pursuant to which Mr. Abboud is employed as Chief Executive
Officer. The agreement provides for a monthly salary of $13,000, plus an annual
incentive cash and stock option bonus under a varying formula. There is no
termination date to the contract, however, should there be a change in control
at any time, we are obligated to pay one year's equivalent salary plus the prior
year's bonus as severance pay.

Stock Options Held at December 31, 2003
 The following table indicates the total number of exercisable and unexercisable
stock options held by each executive officer named in the Summary Compensation
Table as of December 31, 2002. No options to purchase common stock were
exercised during the year ended December 31, 2002 and no stock appreciation
rights were outstanding during the same period. The closing price of our common
stock at December 31, 2003, was $0.08, which was below the exercise price of all
issued and outstanding options, excluding those issued December 31, 2003.

Aggregated Option Exercises in Last Fiscal Year
And Fiscal Year-End Option Values


                            Number of Unexercised       Value of Unexercised
                            Securities Underlying          In-the-Money
                              Options at Options at
                       Fiscal Year End Fiscal Year End($)
                             ---------------------     ---------------------
Name                      Exercisable/Unexercisable   Exercisable/Unexercisable
-----------------------    ---------   -----------     ---------   ---------
Bryan Abboud                441,938      51,000          -0-         -0-
James Herrera                 -0-        22,500          -0-         -0-
Clinton Snyder                -0-        30,000          -0-         -0-

There were no options exercised during the year ended December 31, 2003.

                                       19

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 The following table sets forth information as of March 25, 2004, 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 10,560,296 outstanding shares of Common
Stock, (ii) each director and officer of the Company and (iii) all directors and
officers as a group:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
     Class of Stock                  Name and Address of                Number of Shares       Percent of Class (1)
                                      Beneficial Owner               Beneficially Owned (1)    --------------------
                                      ----------------               ------------------
--------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                   <C>                        <C>
      Common Stock                    Steven Abboud (2)
                                     16569 Summit Drive                     2,331,401                  22%
                                       Omaha, NE 68136
--------------------------------------------------------------------------------------------------------------------
      Common Stock                    Joann Abboud (3)
                                     60 Seagate Dr. #703                     821,649                   7.8%
                                      Naples, FL 34103
--------------------------------------------------------------------------------------------------------------------
      Common Stock                         (2)(4)
                               Shining Star Investments, Inc.                906,358                   8.6%
                                     16569 Summit Drive
                                       Omaha, NE 68136
--------------------------------------------------------------------------------------------------------------------
                               Executive Officers &Directors
--------------------------------------------------------------------------------------------------------------------
      Common Stock                    Bryan Abboud (4)
                                     703 Waterford Way                      3,354,209                  32%
                                          Suite 690
                                    Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
      Common Stock                       Dave Stein
                                     703 Waterford Way                          0
                                          Suite 690
                                    Miami, Florida 33126                                               n/a
--------------------------------------------------------------------------------------------------------------------
      Common Stock                      James Doukas
                                     703 Waterford Way                       12,858                less than 1%
                                          Suite 690
                                    Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
      Common Stock                    Thomas Glaza (5)
                                     703 Waterford Way                       88,420                less than 1%
                                          Suite 690
                                    Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
      Common Stock                     James Herrera
                                     703 Waterford Way                          0                      n/a
                                          Suite 690
                                    Miami, Florida 33126
--------------------------------------------------------------------------------------------------------------------
      Common Stock                      Clint Snyder
                                     703 Waterford Way                          0                      n/a
                                          Suite 690
                                    Miami, Florida 33126

--------------------------------------------------------------------------------------------------------------------
                            ALL EXECUTIVE OFFICERS &                       3,446,229                  33%
                              DIRECTORS AS A GROUP
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       20

<PAGE>


(1) The number of shares and percentage of class beneficially owned by the
entities above is determined under rules promulgated by the SEC and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rules, beneficial ownership includes any shares as to which
the individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days through the
exercise of any stock option or other right. The inclusion herein of such
shares, however, does not constitute an admission that the named stockholder is
a direct or indirect beneficial owner of such shares. Unless otherwise
indicated, each person or entity named in the table has sole voting power and
investment power (or shares such power with his or her spouse) with respect to
all shares of capital stock listed as owned by such person or entity.

(2) Includes 90,000 shares beneficially owned by Steven Abboud by virtue of his
ownership of an option to purchase 90,000 shares of common stock through January
25, 2005, at the exercise price of $1.25 per share, and also includes 793,063
shares held by Shining Star Investments, Inc., of which Steven Abboud owns
87.5%.

(3) Includes 223,889 shares held by Ronald J. Abboud Trust, 30,000 shares owned
by Abboud Family Trust and 24,000 shares owned by Ron Abboud Family Trust, the
voting stock of all of which Joann Abboud beneficially owns.

(4) Includes 102,192 shares held by Shining Star Investments, Inc., of which
Bryan Abboud owns 12.5%, and also includes 422,138 shares beneficially owned by
Bryan Abboud by virtue of his ownership of options to purchase: (i) 78,938
shares of common stock through December 31, 2008, at an exercise price of $0.50
per share; (ii) 132,000 shares of common stock through December 31, 2009, at the
exercise price of $0.50 per share; (iii) 150,000 shares of common stock through
January 29, 2005, at an exercise price of $1.00 per share; (iv) 50,000 shares of
common stock through December 31, 2011, at an exercise price of $0.71 per share;
(v) 20,000 shares of common stock through January 29, 2005, at an exercise price
of $1.25 per share; (vi) 16,000 shares of common stock through December 31,
2012, at an exercise price of $0.50 per share; and (v) 7,500 shares of common
stock through December 31, 2013, at an exercise price of $0.08 per share.

(5) Includes options to purchase 42,000 shares of common stock, at an exercise
price of $0.50 per share.


                                       21

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Steven Abboud, a shareholder and former officer and director of the
Company, and Mr. Bryan Abboud, Chief Executive Officer and President of the
Company and Managing Director of IGW Software, NV, are brothers and both are
sons of Joann Abboud, who owns 7.8% of the Company's Common Stock and are the
principal beneficial owners of 87.5% and 12.5%, respectively, of the voting
stock of Shining Star Investments, Inc., a shareholder of the Company.

Joann Abboud loaned the Company $92,000 for operational expenses which is
secured by a promissory note bearing interest at fifteen percent (15%) per year
and was due and payable in full on December 31, 2003.

Subsequent to year end, we paid $51,000 on the note to Mrs. Abboud and have
issued a new note for the remaining balance of $41,000 payable in ten monthly
installments of $4,329, which includes interest at 12% per year.

No transaction, proposed transaction or series of transactions occurred in the
last two years and through the date of this filing directly or indirectly,
between the Company and any director or executive officer that exceeded $60,000
during the last two years.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

   ITEM (601)                    DOCUMENT
   ----------                    --------
  *    3.1     Articles of Incorporation.

  **   3.2     By-laws

  *    21.1    Subsidiaries

       31.1    Certification

       32.2    Certification
------------------

           *  Filed with the Company's registration statement on form 10-SB,

          ** Filed with form 8-K on September 25, 2002.

         (b)  We filed no Form 8-Ks during the fourth quarter of this Fiscal
              Year ended December 31, 2003.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by Mahoney Cohen & Company, CPA, P.C. for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal years ended December 31, 2003 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB were
$33,000. The aggregate fees billed by Kane, Hoffman & Danner, CPA's for
professional services rendered for the audit of the Company's annual financial
statements for the fiscal years ended December 31, 2002 and for the reviews of
the financial statements included in the Company's Quarterly Reports on Form
10-QSB were $37,000.

Audit-Related Fees

Mahoney Cohen & Company, CPA, P.C. or Kane, Hoffman & Danner, CPA did not render
any professional services for information technology services relating to
financial information systems design and implementation for the fiscal years
ended December 31, 2003 and December 31,2002 respectively.

Tax Fees

Mahoney Cohen & Company, CPA, P.C. did not render any professional services for
tax compliance, tax advice, or tax planning during 2003. The fees associated for
the preparation of the 2003 corporate tax returns were approximately $7,010.
Kane, Hoffman & Danner, CPA did not render any professional services for tax
compliance, tax advice, or tax planning during 2002. The fees associated for the
preparation of the 2002 corporate tax returns were approximately $5,589.

All Other Fees

The aggregate fees billed by Mahoney Cohen & Company, CPA, P.C. for services
rendered to the Company, other than the services described under "Audit Fees"
and "Audit-Related Fees" and tax fees amount to $-0- for the fiscal years
December 31, 2003. The aggregate fees billed by Kane, Hoffman & Danner, CPA
other than the services described under audit fees and audit related fees and
tax fees amounted to $20,070 for 2002.In discharging its oversight
responsibility with respect to the audit process, the Audit Committee of the
Board of Directors obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company that
might bear on the auditors' independence consistent with Independence Standards
Board Standard No.1, "Independence Discussions with Audit Committees", discussed
with the auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors' independence. The
Committee also discussed with management and the independent auditors the
quality and adequacy of the Company's internal controls and the outsourced audit
functions, responsibilities, budgeting and staffing. The Committee reviewed with
the independent auditors their audit plans, audit scope and identification of
audit risks. The Committee discussed and reviewed with the independent auditors
all communications required by auditing standards generally accepted in the
United States of America, including those described in Statement on Auditing
Standards No. 61, as amended, "Communication with Audit Committees", and
discussed and reviewed the results of the independent auditors audit of the
financial statements. The Committee also discussed the results of the internal
audit examinations.


                                       22

<PAGE>

                                   SIGNATURES

 In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on April 13, 2004.

                  Global Entertainment Holdings/Equities, Inc.


                                      By:   /s/ BRYAN P. ABBOUD
                                            -------------------
                                            Bryan P. Abboud
                                            Chief Executive Officer

                                            /s/ CLINTON H. SNYDER
                                            ---------------------
                                            Clinton H. Snyder
                                            Chief Financial Officer

 In accordance with the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant in the capacities indicated on April 13, 2004:

Signature                             Title                              Date
---------                             -----                              ----

/s/ BRYAN P. ABBOUD         Director, Chief Executive Officer    April 13, 2004
----------------------
Bryan P. Abboud


/s/ THOMAS GLAZA            Director and Chairman of the Board   April 13, 2004
-----------------------
Thomas Glaza


/s/ DAVID STEIN             Director                             April 13, 2004
-----------------------
David Stein


/s/ JAMES DOUKUS            Director                             April 13, 2004
-----------------------
James Doukus

                                       24



<PAGE>

                              GLOBAL ENTERTAINMENT
                             HOLDINGS/EQUITIES, INC.

                        Consolidated Financial Statements

                 For the years ended December 31, 2003 and 2002



<PAGE>




                                      Index

                                                                         Page
                                                                         ----
Independent Auditor's Reports                                             F-2

Consolidated Balance Sheet as of December 31, 2003                        F-4

Consolidated Statements of Operations for the
    Years Ended December 31, 2003 and 2002                                F-5

Consolidated Statement of Stockholders' Equity for the
    Years Ended December 31, 2003 and 2002                                F-6

Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2003 and 2002                                F-7

Notes of Financial Statements                                         F-8 - F-19

                                      F-1
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

To the Shareholders' and Board of Directors
Global Entertainment Holdings/Equities, Inc.
Miami, Florida


         We have audited the accompanying balance sheet of Global Entertainment
Holdings/Equities, Inc. and subsidiaries as of December 31, 2003, and the
related consolidated statements of operations, shareholders' equity and cash
flows for the year ended December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Global Entertainment
Holdings/Equities, Inc. and subsidiaries as of December 31, 2003, and the
consolidated results of its operations and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.

Mahoney Cohen & Company, CPA, P.C.

Miami, Florida
February 17, 2004, except for the last paragraph of Note 11 and Note 14, as to
which the dates are March 25 and April 1, 2004, respectively.


                                      F-2
<PAGE>


              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Stockholders and Board of Directors
Global Entertainment Holdings/Equities, Inc.
Miami, Florida


We have audited the accompanying balance sheet of Global Entertainment
Holdings/Equities, Inc. and subsidiaries as of December 31, 2002, and the
related consolidated statements of income, shareholders' equity and cash flows
for the year ended December 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The financial
statements of Global Entertainment Holdings/Equities, Inc. and subsidiaries as
of December 31, 2001, were audited by other auditors whose report dated February
5, 2002, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Entertainment
Holdings/Equities, Inc. and subsidiaries as of December 31, 2002, and the
consolidated results of its operations and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.


KANE, HOFFMAN & DANNER, P.A.
Certified Public Accountants

March 18, 2003

                                      F-3
<PAGE>

               Global Entertainment Holdings/Equities, Inc.
                        Consolidated Balance Sheet
                            December 31, 2003

Assets:

Cash and cash equivalents                              $   434,895
Restricted cash                                             50,188
Accounts receivable, net of allowance
for doubtful accounts of $4,000                            636,863
Prepaid expenses                                            57,494
Other current assets                                        14,115
                                                       -----------

   Total Current Assets                                  1,193,555
                                                       -----------

Property and equipment, net                                913,526
                                                       -----------

Other Assets:

Software developed for licensing, net                      633,458
Other assets                                                87,611
                                                       -----------

Total Other Assets                                         721,069
                                                       -----------

Total Assets                                           $ 2,828,150
                                                       ===========


Liabilities and Shareholders' Equity:

Liabilities:

Accounts payable and accrued expenses                  $   766,820
Notes payable                                              259,740
Current portion of capital lease obligations                65,431
Income taxes payable                                        84,802
Deferred rent                                               60,174
                                                       -----------

     Total Current Liabilities                           1,236,967
                                                       -----------


Capital lease obligations, excluding current portion       108,252
                                                       -----------

Commitments and contingencies

Shareholders' Equity:

Preferred stock, $.001 par value, 25,000,000
shares authorized, none issued                                  --
Common stock $.001 par value, 100,000,000
shares authorized, 10,560,296 issued                        10,561
Additional paid in capital                               3,254,320
Accumulated deficit                                     (1,334,650)
Treasury stock (183,533 shares), at cost                  (447,300)
                                                       -----------

Total Shareholders' Equity                               1,482,931
                                                       -----------

    Total Liabilities and Shareholders' Equity         $ 2,828,150
                                                       ===========

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


                                      F-4
<PAGE>

                  Global Entertainment Holdings/Equities, Inc.
                      Consolidated Statements of Operations
                     Years ended December 31, 2003 and 2002


                                                     2003            2002
                                                 ------------    ------------

Revenues                                         $  4,681,332    $  6,120,502

Cost of Sales                                       3,059,780       3,489,302
                                                 ------------    ------------

Gross Profit                                        1,621,552       2,631,200
                                                 ------------    ------------

Operating Expenses:

Selling expenses                                      282,759         473,759
General and administrative expenses                 2,808,741       1,881,640
                                                 ------------    ------------

Total Operating Expenses                            3,091,500       2,355,399
                                                 ------------    ------------

Income (Loss) from Operations                      (1,469,948)        275,801
                                                 ------------    ------------

Other Income (Expense):

Interest income                                        42,417          26,814
Interest expense                                      (56,219)       (106,745)
Loss on settlement of lawsuit                         (28,927)             --
Other income (expense)                                 33,124            (371)
                                                 ------------    ------------

  Total Other Income (Expense)                         (9,605)        (80,302)
                                                 ------------    ------------

  Income (Loss) Before Income Tax Expense          (1,479,553)        195,499

Income Tax Expense                                         --          28,586
                                                 ------------    ------------

  Net Income (Loss)                              $ (1,479,553)   $    166,913
                                                 ============    ============

Basic Earnings Per Share                         $      (0.14)   $       0.02
                                                 ============    ============

Diluted Earnings Per Share                       $      (0.14)   $       0.02
                                                 ============    ============

Weighted average number of shares outstanding:
Basic                                              10,322,552      10,192,243
                                                 ============    ============

Diluted                                            10,322,552      10,192,243
                                                 ============    ============

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


                                      F-5
<PAGE>


      Global Entertainment Holdings/Equities, Inc.
              Consolidated Statements of Shareholders' Equity
         Years ended December 31, 2003 and 2002
<TABLE>
<CAPTION>
                                   Common Stock            Additional       Retained          Treasury Shares
                             ------------------------       Paid-in        Earnings        ---------------------
                               Shares         Amount        Capital        (Deficit)       Shares       Amount           Total
                             ----------      --------      ----------     -----------      -------     ---------      -----------
<S>                          <C>             <C>           <C>            <C>              <C>         <C>            <C>
Balance, December 31, 2001   10,415,722      $ 10,439      $3,228,899     $   (22,010)     183,533     $(447,300)     $ 2,770,028
Adjust prior year balances      (39,946)          (63)             --              --           --            --              (63)
Net income                           --            --              --         166,913           --            --          166,913
                             ----------      --------      ----------     -----------      -------     ---------      -----------
Balance, December 31, 2002   10,375,776      $ 10,376      $3,228,899     $   144,903      183,533     $(447,300)     $ 2,936,878
Shares issued                   184,520           185          25,421              --           --            --           25,606
Net loss                             --            --              --      (1,479,553)          --            --       (1,479,553)
                             ----------      --------      ----------     -----------      -------     ---------      -----------
Balance, December 31, 2003   10,560,296      $ 10,561      $3,254,320     $(1,334,650)     183,533     $(447,300)     $ 1,482,931
                             ==========      ========      ==========     ===========      =======     =========      ===========
</TABLE>

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



                                      F-6
<PAGE>

          Global Entertainment Holdings/Equities, Inc.
              Consolidated Statements of Cash Flows
             Years ended December 31, 2003 and 2002

                                                        2003           2002
                                                     -----------    -----------
Cash Flows from Operating Activities:

Net income (loss)                                    $(1,479,553)   $   166,913
                                                     -----------    -----------

Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:

Depreciation and amortization                          1,122,667      1,063,763
Bad Debt                                                  37,116        (41,213)
(Gain) loss on sales of fixed assets                      54,109           (371)
Loss on settlement of lawsuit                             28,927             --
Common stock and additional paid in capital
issued for services                                       25,606            (63)
Changes in assets and liabilities:
Accounts receivable                                       75,507        693,012
Trade notes receivable                                 1,019,343         78,629
Other receivables                                         16,031        (16,031)
Other current assets                                     (14,115)            --
Prepaid expenses                                          27,094        (51,063)
Other assets                                             (26,745)        43,974
Accounts payable and accrued expenses                     45,378        303,680
Income taxes payable                                          --         22,219
Deferred rent and revenue                                (69,068)       129,242
                                                     -----------    -----------

Total adjustments                                      2,341,850      2,225,778
                                                     -----------    -----------

Net cash provided by operating activities                862,297      2,392,691
                                                     -----------    -----------

Cash Flows from Investing Activities:

Purchase of equipment                                   (239,636)      (969,530)
Development of software                                 (161,326)      (715,275)
Purchase of certficate of deposit                        (50,188)            --
Proceeds from the sale of property and equipment           3,975          9,645
                                                     -----------    -----------

Net cash used in investing activities                   (447,175)    (1,675,160)
                                                     -----------    -----------

Cash Flows from Financing Activities:

Payments on capital lease obligations                    (20,946)            --
Proceeds from notes payable                               50,000             --
Payments on notes payable                               (269,775)      (646,128)
                                                     -----------    -----------

Net cash used in financing activities                   (240,721)      (646,128)
                                                     -----------    -----------

Net Increase in Cash and Cash Equivalents                174,401         71,403

Cash and Cash Equivalents - Beginning of Year            260,494        189,091
                                                     -----------    -----------

Cash and Cash Equivalents - End of Year              $   434,895    $   260,494
                                                     ===========    ===========

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest                               $    56,219    $   106,745
                                                     ===========    ===========

Cash paid for taxes                                  $        --    $     6,367
                                                     ===========    ===========

Supplemental Disclosures
Schedule of Noncash Investing and  Financing Transactions

During the year ended December 31, 2003 the Company acquired property and
equipment through capital leases amounting to $194,629. In addition, the Company
issued $25,606 of common stock and additional paid-in capital for services
rendered.

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


                                      F-7
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies and General Matters
         --------------------------------------------------------------

         Organization and Description of Business
         ----------------------------------------

         Global Entertainment Holdings/Equities, Inc. (the Company) was
incorporated on July 10, 1997, under the laws of the state of Colorado. The
Company provides web hosting services, develops websites and software which is
sold or leased to companies in the on-line gaming industry. The majority of the
Company's licensees operate in the Netherlands Antilles. The Company does not
engage in any gaming or wagering activities.

         Principles of Consolidation
         ---------------------------

         The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, IGW Software, N.V. (IGW), a
Netherlands Antilles Corporation, and Prevail Online, Inc. (Prevail). All
significant inter-company transactions and balances have been eliminated in
consolidation.

         Concentration of Credit Risk and Economic Dependencies
         ------------------------------------------------------

         The concentration of credit risk in the Company's accounts receivable
with respect to the gaming industry is mitigated by the Company's credit
evaluation process and reasonably short collection terms. Although the Company
generally does not require collateral, allowances for potential credit losses
are maintained as needed and such losses have been within management's
expectations.

         IGW receives a substantial portion of its royalty fee revenue from two
customers. In 2003 and 2002, royalties and other fees from those customers were
$4,424,615 and $4,606,393, respectively. At December 31, 2003 and 2002, accounts
and notes receivable from those customers were $586,020 and $1,433,505,
respectively.

         The Company places its cash with financial institutions. Accounts at
each institution are insured by the Federal Deposit Insurance Corporation up to
$100,000. Additionally, the Company maintains approximately $422,000 in foreign
bank accounts, which are not covered by the Federal Deposit Insurance
Corporation.

         Cash and Cash Equivalents
         -------------------------

         For purposes of the accompanying statement of cash flows, the Company
considers all funds on deposit with a maturity date within three months to be
cash equivalents.

         Use of Estimates
         ----------------

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.



                                      F-8
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies and
         General Matters (Continued)
         -----------------------------------------------------------------------

         Fair Value of Financial Instruments
         -----------------------------------

         The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable and payable, accrued and other current
liabilities and all debt approximate fair value due to their short maturity.

         Property and Equipment
         ----------------------

         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 or the estimated lives of
the assets. Depreciation and amortization is computed on the straight line
method.

         Software Developed for Licensing and Websites
         ---------------------------------------------

         The Company follows the accounting principles described in SFAS 86
"Accounting for computer software to be Sold, or Leased or Otherwise Marketed".

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

         Earnings per Common Share
         -------------------------

         Basic earnings per share are computed on the basis of the weighted
average number of common shares outstanding during each year.

         Diluted earnings per share are computed on the basis of the weighted
average number of common shares and dilutive securities outstanding. Dilutive
securities having an antidilutive effect on diluted earnings per share are
excluded from the calculation.

         Stock-Based Compensation Plans
         ------------------------------

         In accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation", (SFAS 123), the Company has elected
to account for stock options issued to employees under Accounting Principles
Board Opinion No. 25, (APB 25), and related interpretations. The Company
accounts for stock issued to consultants and for other services in accordance
with SFAS 123.

         Foreign Currency
         ----------------

         Transactions in the Netherlands Antilles are recorded using United
States dollars as the functional currency.

                                      F-9
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies and
         General Matters (Continued)
         -----------------------------------------------------------------------

         Revenue recognition
         -------------------

         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, and the license fee has been determined and
collectability of the license fee is probable.

         Advertising
         -----------

         Advertising expenses are charged to operations during the period which
they are incurred. The Company expensed Advertising and Marketing expenditures
in the amount of $76,054 and $168,743 for the years ended December 31, 2003 and
2002, respectively. These amounts are included in selling expense.

         Income Taxes
         ------------

         The Company accounts for income taxes under the Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes", (SFAS 109). Under SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Under SFAS 109, the effect of deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

         Segments of an Enterprise and Related Information
         -------------------------------------------------

         Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures
about Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separated financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance.

                                      F-10
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 1 - Summary of Significant Accounting Policies and
         General Matters (Continued)
         -----------------------------------------------------------------------

         Recent Accounting Pronouncements
         --------------------------------

         In November 2002, the Emerging Issues Task Force (EITF) reached a
consensus on Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables."
Issue 00-21 provides guidance on how to account for arrangements that involve
the delivery or performance of multiple products, services and/or rights to use
assets. The provisions of Issue 00-21 apply to revenue arrangements entered into
in fiscal periods beginning after June 15, 2003 but do not supersede existing
authoritative guidance, including SOP 97-2. The adoption of Issue 00-21 did not
have an impact on the Company's financial statements.

         In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities." Interpretation No. 46 clarifies the application
of Accounting Research Bulletin No. 51. This Interpretation requires variable
interest entities to be consolidated if the equity investment at risk is not
sufficient to permit an entity to finance its activities without support from
other parties or the equity investors lack specified characteristics. The
adoption of this Interpretation did not have an impact on the Company's
financial statements.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation, Transition and Disclosure." SFAS No. 148 provides
alternative methods of transition for a voluntary change to the fair market
value based method of accounting for stock-based employee compensation. SFAS No.
148 also requires that disclosures of the pro forma effect of using the fair
value method of accounting for stock-based employee compensation be displayer
more prominently and in tabular format. Additionally, SFAS No. 148 requires
disclosure of the pro forma effect in interim financial statements. The
transition and annual disclosure requirements are effective for the 2003 fiscal
year. The Company adopted the disclosure provisions of SFAS No. 148.

         In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133
on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. In particular, this Statement clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a
derivative. It also clarifies when a derivative contains a financing component
that warrants special reporting in the statement of cash flows. SFAS No. 149 is
generally effective for contracts entered into or modified after June 30, 2003
and did not have an impact on the Company's financial statements.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how a company classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify certain financial instruments as a liability
(or as an asset in some circumstances). SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS No. 150 did not have an impact on the Company's
financial statements.


                                      F-11
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 2 - Restricted Cash
         ----------------

         At December 31, 2003 the certificate of deposit was collateral for an
outstanding letter of credit.

Note 3 - Property, Equipment and Depreciation
         ------------------------------------

         Property and equipment are depreciated over the estimated useful life
of the asset using the straight line method of depreciation. At December 31,
2003 and 2002, the Company had property and equipment as follows:

                                                                   Estimated
                                                                  Useful Lives
                                                    2003            (Years)
                                                -----------       ------------

         Computer Equipment                     $ 1,900,038               3
         Furniture and Fixtures                     255,425               3
         Equipment under capital leases             194,629               3
         Office Improvements                         42,701               3
         Other                                      188,076               3
                                                -----------
                                                  2,580,869

         Less: accumulated depreciation and
         amortization                            (1,667,343)
                                                -----------

                                                $   913,526
                                                ===========

         Depreciation expense for 2003 and 2002, was $446,736 and $348,760,
respectively and is included in general and administrative expenses. Accumulated
amortization and amortization expense of equipment under capital leases amounted
to $29,847 as of and for the year ended December 31, 2003.

Note 4 - Software Developed for Licensing
         --------------------------------

         The Company expenses 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
capitalizes 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 year useful life of the product master. Because the product is subject to
rapid technological advances, the Company has elected to amortize its computer
programs and 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 collectibility 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
recognized at such time as the licensee has earned revenues through the use of
the software and in accordance with the licensing agreement.

                                      F-12
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 4 - Software Developed for Licensing (Continued)
         --------------------------------------------

         As of December 31, 2003 and 2002, the software developed for licensing
is comprised of the following:

                                                                   Estimated
                                                                  Useful Lives
                                                    2003            (Years)
                                                -----------       ------------
         Proprietary software                   $ 2,547,247               3
         Websites                                   717,534               3
                                                -----------
                                                  3,264,781
         Less accumulated amortization           (2,631,323)
                                                -----------
                                                $   633,458
                                                ===========

         During the years ended December 31, 2003 and 2002, the Company
capitalized $161,326 and $715,275, respectively in Proprietary Software
including the Casino software, Customer Support software, and other new project
software that IGW is developing. These capitalized expenses will be depreciated
or amortized over a three year period. Amortization expense for the years ended
December 31, 2003 and 2002, was $675,931 and $715,003, respectively, and is
included in cost of sales.

Note 5 - Notes Payable
         -------------

         The Company has the following obligations:
                                                                         2003
                                                                         ----
         Notes to related parties and shareholders,
           bearing interest at 15%, due on various dates in 2004        $ 92,000

         Note to related party and shareholder,
           bearing interest at 12% due March 31, 2004                     50,000

         Note to seller of website, bearing interest
           at 12%, due on demand                                          28,339

         Note to software developer,
           bearing interest at 8%, due demand                             89,401
                                                                        --------
         Total notes payable                                            $259,740
                                                                        ========
                                      F-13
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 6 - Capital Leases
         --------------

         The Company leases certain equipment under non-cancellable capital
lease agreements expiring in various dates through 2006. The following is a
schedule by years of future minimum lease payments under capital leases together
with the present value of the net minimum lease payments as of December 31,
2003:

                           Year ending December 31,          Amount
                           ------------------------         --------
                                   2004                     $ 79,289
                                   2005                       79,289
                                   2006                       38,329
                                                            --------
                                                             196,907

         Less: amounts representing interest                  23,224
                                                            --------

         Present value of minimum lease payments             173,683

         Less: current portion                                65,431
                                                            --------

         Long term portion of capital lease obligations     $108,252
                                                            ========

Note 7 - Stock Options
         -------------

         During 2003 and prior, the Company granted stock options to certain key
IGW and other company employees pursuant to the Company's Stock Option Plan.
Stock issued to employees and directors have been recorded at the intrinsic
value, if any, in accordance with APB 25. The exercise price of options issued
was in excess of the trading prices at date of issue.

         The following information is presented with respect to the Company's
stock options:

                                             Number of                Remaining
                                              Shares        Average  Contractual
                                              Under         Exercise   Average
                                             Option          Price      Life
                                            ---------      --------  -----------
         Outstanding at December 31, 2001   1,774,343        $ 1.26
            Granted                           458,375           .48      10
            Expired or cancelled             (475,500)        (1.29)
                                            ---------
         Outstanding at December 31, 2002   1,757,218           .98
            Granted                           227,167           .08      10
            Expired or cancelled              (24,000)        (1.47)
                                            ---------
         Outstanding at December 31, 2003   1,960,385           .87
                                            =========

                                      F-14
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 7 - Stock Options (Continued)
         -------------------------

         Had compensation expense been recorded for the Company's awards based
on fair value as calculated using the "Black Scholes" Model at the grant dates
consistent with the methodologies of SFAS No. 123, the Company's reported net
income (loss) available to common shareholders and earnings per share would have
been reduced to the pro forma amounts indicated below:

         For the years ended December 31:          2003           2002
                                              -------------    -----------

         Net income (loss) available to
           common shareholders:
            As reported                       $  (1,479,553)  $    166,913
            Deduct stock based compensation         (31,767)       (28,764)
                                              -------------    -----------
            Pro forma                         $  (1,511,320)  $    138,149
                                              =============    ===========

         Basic earnings (loss) per share:
            Common share as reported                  (0.14)          0.02
            Common share pro forma                    (0.15)          0.01

         Diluted earnings (loss) per share:
            Common share as reported                  (0.14)          0.02
            Common share pro forma                    (0.15)          0.01

         Under SFAS 123, the value of options granted during 2003 and 2002 was
estimated on the date of grant using the Black Scholes model with the following
assumptions: Risk-free interest rate 4% for 2003 and 2002, dividend yield - 0%
for 2003 and 2002, volatility 98.7% and 86% for 2003 and 2002, and a remaining
life of the option ranging from 6 to 10 years for 2003 and 2002.

Note 8 - Earnings Per Share
         ------------------

              Earnings per share has been calculated in accordance with SFAS No.
128. Basic earnings (loss) per share is computed by dividing the earnings and
losses allocated to each class of equity by the weighted average number of
shares outstanding for each class during the period. Diluted earnings (loss) per
share is computed the same as basic earnings (loss) per share except the
denominator is adjusted for the effect of common share equivalents outstanding.

                  The following additional information is presented with respect
to the Company's earnings per share amounts:

                                                                      Per Share
         FOR THE YEAR ENDED DECEMBER 31, 2003                           Amount
                                                                      ---------
         Earnings per Common Share

         Net loss available to common shareholders     $(1,479,553)
                                                       ===========
         Weighted average common shares outstanding     10,322,552      $(0.14)
                                                       ===========      ======

                                      F-15
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 8 - Earnings Per Share (Continued)
         ------------------------------

         As of December 31, 2003 the Company had no convertible instruments that
could create a dilutive effect on outstanding shares.


                                                                      Per Share
         FOR THE YEAR ENDED DECEMBER 31, 2002                           Amount
                                                                      ---------

         Earnings per Common Share

         Net income available to common shareholders    $   166,913
                                                        ===========
         Weighted average common shares outstanding      10,192,243      $0.02
                                                        ===========      =====

         During 2002, the conversion of the convertible debt was not dilutive.
During 2003 and 2002 the exercise price of the options outstanding was greater
than the market price, and accordingly these options were not considered
dilutive.

Note 9 - Income Taxes
         ------------

         Income tax expense for the years ended December 31, 2003 and 2002 is
summarized as follows:

                                 2003     2002
                                -----   -------
         Federal                $  --   $    --
         State                     --        --
         Netherlands Antilles      --    28,586
                                -----   -------
         Income tax expense     $  --   $28,586
                                =====   =======

         The Company's tax expense differs from the "expected" tax expense for
the year ended December 31, 2003 and 2002 (computed by applying the Federal
Corporate tax rate of 34%), as follows:

                                                              2003       2002
                                                           ---------  ---------

         Computed "expected" tax benefit (expense)         $ 503,048  $ (71,808)
         Effect of income of foreign subsidiary
           taxed at foreign tax rate                        (376,706)    43,222
         Change in valuation allowance                      (126,342)        --
                                                           ---------  ---------
         Income tax expense                                $      --  $ (28,586)
                                                           =========  =========

                                      F-16
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 9 -  Income Taxes (Continued)
          ------------------------

          The tax effect of temporary differences that give rise to significant
portions of deferred tax assets and liabilities are as follows at December 31:

                                                2003           2002
                                            -----------    -----------
          Net operating loss carryforwards   $ 1,138,441    $ 1,012,099
          Deferred tax valuation allowance    (1,138,441)    (1,012,099)
                                             -----------    -----------

          Income tax expense                 $        --    $        --
                                             ===========    ===========

          As of December 31, 2003, the Company had net operating loss
carryforwards of approximately $4,459,000 for income tax purposes. The losses
expire in various dates ranging from 2008 through 2023. For the year ended
December 31, 2003, the effective income tax rate differs from statutory rate
mainly due to the tax rate of the foreign subsidiary. .

Note 10 - Operating Leases
          ----------------

          The Company leases its office facilities and computer equipment under
various operating leases expiring on various dates through June 2008. In
addition, the Company leases server space under an operating lease agreement
expiring in June 2006. The following is a schedule by years of future minimum
rental payments required under operating leases that have initial or remaining
noncancelable lease terms in excess of one year as of December 31, 2003:

          Year ending December 31,
          ------------------------
                    2004                          $ 536,000
                    2005                            471,000
                    2006                            308,000
                    2007                            143,000
                    2008                             73,000
                                                 ----------
          Total minimum lease payments           $1,531,000
                                                 ==========

          Rent expense for the years ended December 31, 2003 and 2002 amounted
to approximately $197,000 and $182,000, respectively.

                                      F-17
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 11 - Contingencies
          -------------

          Legislative Risks and Uncertainties
          -----------------------------------

          The Company and its subsidiaries are not directly involved in internet
gaming. However, the Company entered into royalty agreements with licensees who
are involved in internet gaming. Some governmental jurisdictions have adopted or
are in the process of reviewing legislation to regulate or prohibit internet
gaming. The uncertainty surrounding the regulation or prohibition of internet
gaming could have a material adverse effect on the Company's business, revenues,
operating results and financial condition.

          Some U.S. government agencies regard online wagering to be illegal.
Although the Company does not conduct any online wagering, there is a risk that
criminal or civil proceedings could be initiated in the United States or other
jurisdictions against the Company and/or its employees, and such proceedings
could involve substantial litigation expenses, penalties, fines, diversion of
the attention of key executives, injunctions or other prohibitions being invoked
against the Company and/or its employees. Such proceedings could have a material
adverse effect on the Company's business, revenues, operating results and
financial condition.

          Litigation
          ----------

          On November 27, 2002, the Company filed a complaint against a
shareholder and former officer for counts of breach of fiduciary duty, fraud,
conversion, business defamation, misappropriation, and declaratory relief.

          On March 25, 2004, the Company entered into a settlement agreement in
relation to this matter. The agreement provides for total consideration in cash
and notes payable of $644,000. As part of the settlement, the Company received
2,859,919 shares of its common stock which will be classified as treasury stock.
The settlement resulted in a loss of approximately $28,000 which is included in
the accompanying statement of operations.

Note 12 - Related Party Transactions
          --------------------------

          During 2003 and 2002, the Company incurred expenses of $41,162 and
$30,250, respectively for professional services rendered by a director and
officer of the Company.

          The total amount of interest paid and charged to operations to related
parties during 2003 and 2002 totaled $47,417 and $39,984, respectively.

                                      F-18
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                          Notes to Financial Statements

Note 13 - Segment Information
          -------------------

          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 States of America and Curacao,
Netherlands Antilles.
<TABLE>
<CAPTION>
                                                                     Software
                                                   Management       Development
                                                 and Marketing     (Netherlands
                                                 Services (USA)      Antilles)         Total
                                                 --------------    ------------     -----------
<S>                                               <C>              <C>              <C>
          December 31, 2003

              Revenues                            $        --      $ 4,681,332      $ 4,681,332
              Operating Income (Loss)                (202,041)      (1,267,907)      (1,469,948)
              Total Assets                            417,174        2,410,976        2,828,150
                Depreciation and Amortization          65,681        1,056,986        1,122,667

          December 31, 2002

              Revenues                            $    38,200      $ 6,082,302      $ 6,120,502
              Operating Income (Loss)              (1,329,226)       1,605,027          275,801
              Total Assets                             80,955        4,241,997        4,322,952
                Depreciation and Amortization         208,781          854,982        1,063,763
</TABLE>

Note 14 - Subsequent Event
          ----------------

         On April 1, 2004, the Company borrowed $300,000 and $200,000,
respectively. The loans bear interest at 12% and 10%, respectively, and are
payable monthly commencing May 1, 2004. A portion of one of the notes is
convertible into shares of the Company's common stock at $.31 per share.


                                      F-19