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

                                   FORM 10-KSB

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

       For the fiscal year ended December 31, 2002

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

       For the transition period from __________________ to __________________

Commission file number: 000-30405

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

             Colorado                                48-0811483
               ------                                 ---------
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

501 Brickell Key Dr. Ste 603, Miami FL                                  33131
-------------------------------------------                             -----
(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:  OTC Bulletin Board under the trading
                                            symbol GAMM

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. [X]

Issuer's revenues for its most recent fiscal year:  $6,120,502

Aggregate market value of voting stock held by non-affiliates of the issuer as
of March 24, 2003: $742,888.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last Business Day of the Registrant's most recently completed
10KSB: 10,426,888 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

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.   CONTROLS AND PROCEDURES...........................................23

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


                                      -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 and operate web publishing sites 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.

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. Other
services offered to licensees include marketing and e-commerce consulting. IGW
derives its revenues from licensing fees, software royalties and consulting
services.

Prevail Online, Inc., ("Prevail") our wholly owned subsidiary, a Colorado
corporation, provides information about the online gaming industry through four
website locations. Prevail derives its revenues from banner advertising on its
sites.

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, as a result of giving players easier access
to a larger variety of activities.

Sportsbook

The IGW Sportsbook offers players an unlimited amount 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.

Horsebook

Introduced in June of 2002, IGW's non-pari-mutuel 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
Horsebook, providing appeal to almost any community of players. The wagering
options include win-place-shows, exactas, trifectas and more.

Casino

The IGW Casino includes slots, lottery-style games, video poker and virtual
table games, such as blackjack, craps and roulette, all powered by no-download
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. We
continuously enhance and add new gaming products to our software. During 2002,
we added two new casino games, Broadside and Baccarat and three new slot
machines, City of Gold, Parrot Party and Oracle. Our commitment to product
expansion and enhancement attempts to assure our licensees of new avenues for
revenue growth.

                                       2
<PAGE>

Webmaster Affiliate Software

The Webmaster Affiliate program is a partnership between our licensee - the
gaming website operator - and the promoter or marketing agent; the 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
         room 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 2002, we added a number of new product offerings to our suite of
software. The most notable product is our Horsebook package, which was released
in July. In December, we released an enhancement to our Sportsbook package, the
spread-betting or index betting offering. This enhancement will allow our
licensees to expand their offerings to players who prefer wagering on live play.
Also in December, we released an agent's program as an addition to the affiliate
program. Along with those releases, we added two new casino games and three new
slot machines as previously noted.

                                       3
<PAGE>


COMPETITION

We estimate that there are about thirteen significant competitors to our
activities, of an estimated 170 total competitors. A number of the competitors
are publicly held corporations. Information gleaned from publicly available
filings indicates falling sales and profits for a number of those competitors.
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.


DEPENDENCE ON MAJOR SUPPLIER

Our hosting services in the Netherlands Antilles, relies on AT&T Data Network
Services for its bandwidth provisioning. Communication facilities are limited in
this area, but we feel confident that our needs will be met by this provider.


REGULATORY ENVIRONMENT

We are not directly involved in internet gaming. However, 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.

Three internet gambling bills have been introduced into the 108th Congress in
the United States. The first bill, H.R. 21, "To prevent the use of certain bank
instruments for unlawful Internet gambling and for other purposes," was
introduced by Congressman Leach. The bill targets payments to offshore gaming
merchants and has been approved by Committee with a voice vote.

                                       4
<PAGE>

The second bill, S. 627, introduced by Senator Kyl is similar to the Leach bill.
A spokesman for the Justice Department has indicated that there are some
technical and other concerns about both the Leach and Kyl bills.

The third bill, by Congressman Conyers, H.R. 1233, "To create a commission on
Internet gambling licensing and regulation," has been referred to several
committees. All three of these bills indicate an interest by Congress to examine
or limit internet gaming. 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.


RESEARCH AND DEVELOPMENT

We spent $715,275 and $458,710 in 2002 and 2001 on development/enhancements of
our software products and $378,464 and $301,060, respectively on maintenance of
our products.


EMPLOYEES

         As of December 31, 2002, we had 46 full time employees. Management
believes our relations are good with our employees and does not anticipate any
labor relation issues.


ITEM 2.  DESCRIPTION OF PROPERTY

Our subsidiary, IGW, leases 4,480 square feet of office space in Curacao,
Netherlands Antilles. The yearly lease commenced on January 1, 1999 and
automatically extends for an additional year, unless the lease is canceled
within three months of the expiration date.

In December 2001, we moved our principal office from Paradise Valley, Arizona to
Miami, Florida to be closer to our operations in Curacao, Netherlands. We signed
a three-year lease on 1,999 square feet at 501 Brickell Key Drive, Miami,
Florida.



ITEM 3.  LEGAL MATTERS


On November 27, 2002, we filed a complaint, in Miami-Dade Circuit Court,
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. The shareholder has filed to dismiss on the premise that there is
lack of personal jurisdiction. As of December 31, 2002 the outcome of this
matter is undeterminable.



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. We anticipate that the annual meeting of
shareholders for Fiscal 2002 will be held August 6, 2003.

                                       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". We intend to apply for listing on the new BBX exchange, as proposed by
The Nasdaq Stock Market, Inc., when it becomes operational.

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 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

YEAR 2001                           High                Low
                                  --------           --------
   First Quarter                   $0.53               $0.31
Second Quarter                      1.95                0.30
   Third Quarter                    1.80                0.41
   Fourth Quarter                   0.90                0.22



         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 130 holders of record and an estimated 400
holders in street name of our common stock as of December 31, 2002.

         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>
Equity compensation plans approved by              0                   n/a                     0
security holders
------------------------------------------------------------------------------------------------------------
Equity compensation plans not approved by      1,764,618             $0.98                     0
security holders
------------------------------------------------------------------------------------------------------------
Total                                          1,764,618             $0.98                     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. These options 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. The total number of options granted and their terms 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
                 24,000    $5.00     December 31, 2003
        2001    283,675    $0.71     December 31, 2011
                 35,000    $0.82     December 31, 2005
        2002    243,250    $0.50     December 31, 2012
               --------
       Total  1,764,618


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

         We have not sold unregistered securities during the year ended December
31, 2002.


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

         The following should be read in conjunction with the "Risk Factors" and
our Financial Statements and the notes thereto appearing elsewhere in this
report as Item 7.

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 expected to reach $12.5 billion by 2006, up from $2.2 billion
in 2000 per Christiansen Capital Advisors LLC, an industry researcher. Other
industry analysts project 2003 gross income to reach $4.3 billion.

It is estimated that there are about 1,800 gaming websites, and 170 software
suppliers to this industry. With that number of gaming sites and software
providers, competitive pressure and general overcrowding of the market is
expected to lead to a consolidation within the industry. Our company does not
currently have any plans to participate in any consolidation.

                                       8
<PAGE>

As the competitive environment increases, operators are 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. The product offerings enhance
revenues for our licensees, while the back office software reduces costs for our
licensees.

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

We are in the business of providing entertainment based software and services.
Our licensees depend upon our software to improve their success in the online
gaming industry through effective management of the activities on their websites
and player ease of use and enjoyment. To this end, we envision expanding our
success and growing our company through:

         o        improving our back office administration systems to enhance
                  the control and reporting functions for our licensees and to
                  improve upon their ability to seamlessly manage additional
                  products;

         o        enhancing the wagering and interfaces to enable greater
                  revenue opportunity for our licensees;

         o        seeking additional e-commerce outlets for our licensees to
                  expand their ability to serve their players;

         o        adding new and exciting games to our software suite to induce
                  players to enjoy additional activities, either by additional
                  internal development or partnering with other software
                  developers;

         o        seeking additional licensees to expand our market share;

         o        seeking new markets in which to offer our software, primarily
                  focusing on geographic expansion and land based casino
                  entrants, and

         o        identifying appropriate joint venture opportunities.

During 2002, we have taken a number of steps to deliver on our strategy,
including the following:

         o        continued to build the management team by adding two highly
                  qualified Board members, a sales director, chief financial
                  officer and a new chief information officer;

         o        increased the number of e-commerce providers available to our
                  licensees;

         o        enhanced the scalability of our software systems enabling
                  organic licensee growth greater than industry growth;

         o        identified and delivered on sales opportunities as evidenced
                  by activation of four new licensees in 2002, and

         o        restructured our service offerings into five distinct groups
                  to better position those offerings to the proper strategic
                  market.

In addition to those points, we retired 56% of our debt to improve profitability
through lower interest costs in future periods and we have tightened our
collection process to enhance cash flow.

Although we do not expect the same sales gains in 2003 that we enjoyed in 2002,
due to a softer market and elimination of less profitable activities, we do
anticipate higher earnings on future revenues as a result of cost cutting
measures taken under the 2003 budget.

                                       9
<PAGE>

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

Sales increased 30% from $4,708,468 for the year ended December 31, 2001, to
$6,120,502 for the year ended December 31, 2002. This increase was driven by
initial license fees and software development projects, marketing services and
new product royalties. Although marketing services revenues increased $613,340
from $183,611 for the year ended December 31, 2001 to $796,951 for the year
ended December 31, 2002, expenses exceeded income in both 2001 and 2002.
Therefore during 2002, management determined that this revenue activity would be
discontinued. The following outlines the revenue and expense impact of this
activity:


                                     2002           2001
                                     ----           ----
Marketing Service Revenues         $796,951       $183,611

Product and services                708,638        139,330
Salaries and taxes                   94,573        118,418
                                    -------        -------
  Total Expenses                    803,211        257,748

Loss from Marketing Services        ($6,260)      ($74,137)


The Prevail Online, Inc. subsidiary has experienced losses for the past three
years. As a strategic move, we have determined that we would no longer invest
additional funds to assist the subsidiary. Costs have been reduced to match the
revenue activity. Management has not determined the future of this subsidiary at
this time. Prevail's income and expenses for the years ended December 31, 2002
and 2001 were as follows:

                                     2002           2001
                                     ----           ----
Revenues                           $38,200        $143,929

Expenses                          (350,981)       (426,231)

Net Loss                         $(312,781)      $(282,302)


Our revenue is subject to seasonal swings. Percentage sales by quarter for the
years ended December 31, 2002 and 2001 were as follows:

                                     2002           2001
                                     ----           ----

January - March                       23%            22%

April - June                          19%            15%

July - September                      23%            18%

October - December                    35%            45%
                                     ---            ---
                                     100%           100%


                                       10
<PAGE>

Cost of sales were 57% of total revenue for the year ended December 31, 2002 and
52% of total revenue for the year ended December 31, 2001. The following items
constitute the expenses in cost of sales:


                                               2002           2001
                                               ----           ----
Amortization                               $  715,003     $  649,027
Bandwidth                                     322,199        365,380
Royalty costs                                 378,464        200,118
Salaries                                    1,326,656      1,046,949
Cost of Marketing Products & Misc             742,224        146,500
Sponsorship Projects                            4,756         26,348
                                            ---------      ---------
    Total                                  $3,489,302     $2,434,322

Although sales increased 30%, cost of sales increased 43%. The disproportionate
increase was primarily due to the loss we incurred in marketing services as
described above, the loss incurred by Prevail subsidiary and additional royalty
costs.

Selling expenses increased $83,565, or 21%, from a total of $472,759 for the
year ended December 31, 2002 and $389,194 for the year ended December 31, 2001.
Selling expenses consisted of the following items:

                                         2002           2001
                                         ----           ----
Advertising & marketing                $214,589       $170,619
Payroll, travel and other expenses      258,170        218,575
                                        -------        -------
   Total                               $472,759       $389,194


General and administrative expenses for the years ended December 31, 2002 and
2001 were comprised of the following items:

                                                  2002              2001
                                                  ----              ----
Bad debt expense (recovery)                   $  (41,213)       $   92,362
Depreciation & amortization                      348,760           421,686
Office expense, travel and other expenses        507,016           399,103
Rent                                             182,132           139,373
Salaries and wages                               518,257           273,326
Legal and professional expenses                  367,688           311,775
                                               ---------         ---------
     Total                                    $1,882,640        $1,637,625

                                       11
<PAGE>

General and administrative expenses increased in 2002 over 2001 by 15% as a
result of increased salary expense, travel and office expense and legal and
professional expenses. The increase in those catagories was offset by the bad
debt recoveries in 2002, which exceeded bad debt losses. Salary expenses were
increased due to an expansion of administrative activities and the engagement of
a Chief Financial Officer. We anticipate lowering costs in 2003 by centralizing
administrative operations, but will incur costs in effecting the centralization.
We also anticipate substantial legal expenses in 2003 as a result of a dispute
with a shareholder/former officer as further described in Item 3 - Legal
Matters.


Liquidity and Capital Resources
-------------------------------

Cash flows from operations totaled $2,392,691 for the year ended December 31,
2002 compared to $910,528 for the year ended December 31, 2001. The increase of
$1,432,997 resulted from collections on accounts receivable, collections on
notes receivable and an increase in accounts payable. The increase in 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 as these notes and receivables are paid off, cash flows in
future periods will align with operating income and non-cash expenditures.

The cash provided by operations was employed in purchasing additional equipment
in the amount of $969,530, development of software in the amount of $715,275 and
payments on notes payable in the amount of $646,128. These expenditures exceeded
prior year amounts by $1,442,408. We do not anticipate equivalent equipment
purchases in 2003, but we are obligated to pay notes payable in the amount of
$479,515. We anticipate a similar investment in development of software in 2003
as that incurred in 2002. 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 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.

We receive a substantial portion of royalty fee revenue from two customers. In
2002 and 2001, royalties and other fees from those customers were $4,606,393 or
75% or Total Revenue and $2,497,112 or 53% of Total Revenue respectively. At
December 31, 2002 and 2001, accounts and notes receivable from those customers
were $1,433,505 and $2,101,400 respectively. One customer represents 38% of
total accounts receivable and 100% of notes receivable, and the other 14% of
total accounts receivable. As we expand our sales activities, we anticipate
reducing this economic dependency.

                                       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 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 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.

- We expect to continue to grow rapidly, which may result in significant
management challenges. We are still an early stage company and we expect to
experience rapid growth in our operations. This growth will place significant
pressure on our limited resources and infrastructure. Our officers will need to
implement and improve our operational, administrative and financial systems and
controls and effectively expand, train and manage our employee base. For our
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 3, our dispute with a shareholder and former officer
could result in substantial legal expense.

- 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 business' 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
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

       On June 14, 2002, we engaged Kane, Hoffman & Danner, P.A. as our
independent accountants for the year ended December 31, 2002 and dismissed our
former independent accountants, Clyde Bailey, P.C. None of the reports of our
former accountant or our current accountants in respect of our financial
statements for December 31, 2002 and 2001 contain an adverse opinion or a
disclaimer of opinion or was qualified or modified as to uncertainty, audit
scope, or accounting principles.

       During our two most recent fiscal years and to the date hereof, there
have been no disagreements between us and our former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which if not resolved to the satisfaction of the former
accountant, would have caused him to make reference to the subject matter of the
disagreement in connection with his report.


                                       15
<PAGE>

                                    PART III

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

         Our executive officers and directors and their ages as of December 31,
2002 are as follows:

Name                       Age   Position                  Period of Service
-----                      ---   --------                  -----------------
Bryan Abboud............   32    Chief Executive Officer   January 2002 -
                                 and Director              Present

Thomas Glaza............   68    Director                  June, 1998 -
                                                           Present
                                 Chairman of the Board     February 2001 -
                                                           Present

Dave Stein...............  56    Director                  January 2002 -
                                                           Present

James Doukas.............  68    Director                  April 2002 -
                                                           Present

         Certain biographical information concerning the Directors and executive
officers of the Company as of December 31, 2002 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 and co-founder 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 VP of Marketing of a small company in the
high-tech consumer electronics industry. 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 has been Chairman of the Company's board of directors since
February 2001. He retired from the MAPICS Corporation in March 2000 but
continues to provide consulting services. 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
servicing implementations of MAPICS and CAD systems where 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 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.

                                       16
<PAGE>

Dave Stein has been a director of the Company since January, 2002. 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, 2002. 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.

            OTHER EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

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

Name                          Age         Position
----                          ---         --------
Jonathan Shatz                42          Former Chief Financial Officer
Jeff Niblack                  49          Chief Information Officer
Richard Orcutt                49          Director of Sales


Jonathan Shatz served as Chief Financial Officer of the Company from June 3,
2002 until January, 2003. Mr. Shatz has over twenty years of international
finance, banking, brokerage and investor relations experience. From 1999 to 2002
he served as the vice-president in charge of the Miami office of Columbia
Financial Group, a national investor relations firm. As senior manager of the
emerging markets consulting division for Ernst & Young from 1995 to 1998, Mr.
Shatz led complex due diligence consulting assignments for banks and financial
institutions. From 1991 to 1995, Mr. Shatz served as President of AJ consulting,
an international business consulting firm with Corporate, Government and
Non-profit clients. Mr. Shatz also served in senior roles in audit and risk
management for The First National Bank of Chicago from 1985 to 1991, and as a
staff accountant in the audit and tax departments of Price Waterhouse from 1982
to 1985. Mr Shatz received a law degree from the University of Southampton in
England and is a chartered accountant. He has also obtained his securities and
insurance licenses.

                                       17
<PAGE>

Jeffrey Niblack, Chief Information Officer, joined the Company in May, 2002,
from IBM, where he was a Senior IT architect in the Enterprise Services for
Microsoft Technologies (ESMT) national consulting practice within IBM Services.
Focusing recently on application architecture and design within the Microsoft
technology space and with over 19 years of experience in the IT field, Mr.
Niblack has dealt with various aspects of application, network and database
design/development. Mr. Niblack enjoys an enviable reputation in the industry
and has written articles for numerous online and print publications. He
regularly speaks at technical conferences including TechEd, ASP.NET Connections,
and DevCon on a variety of Microsoft .NET topics. Mr. Niblack has also developed
various Intra- and Internet applications, including e-commerce sites and
business-to-business payment systems and several commercially available
components. Mr. Niblack received his Bachelor of Liberal Arts from the
University of Missouri.

Richard Orcutt joined the Company in June, 2002, as Director of Sales. Mr.
Orcutt has over twenty years of sales experience to corporate America Fortune
1000 companies in the areas of financial services, manufacturing and supply
chain management enterprise software. In his career thus far, he has closed over
$2.5 billion in sales. Mr. Orcutt's software sales experience began in 1983 and
extends to his most recent position with ProcureNet/ePlus Systems where he was a
regional Vice President of Sales. In addition, he has substantial experience in
e-Business strategy for back office solutions across multiple locations. Mr.
Orcutt received a B.S. Ed. from Northern Illinois University and has attended
additional post graduate studies in Business Administration.


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. We believe
that during fiscal year 2002, all officers and Directors have filed the required
forms.

ITEM 10. EXECUTIVE COMPENSATION

The following table provides summary information for the years 2002 and 2001
concerning cash and non-cash compensation paid or accrued by the Company to or
on behalf of its chief executive officer 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      2002  $156,000  $26,991      -0-          - 0 -       42,000     - 0 -        - 0 -
   President      2001  $120,000  $15,000   $33,708(1)      - 0 -       50,000     - 0 -        - 0 -

Todd Elmquist     2002  $115,000  $     0   $33,210(2)      - 0 -       15,000     - 0 -        - 0 -
Chief Information 2001  $164,000  $10,000   $44,839(2)      - 0 -       20,000     - 0 -        - 0 -
 Officer of IGW
</TABLE>

   (1) Bryan Abboud received reimbursement for living expenses.
   (2) Todd Elmquist received reimbursement for living and transportation
   expenses. Mr. Elmquist resigned his position in May, 2002.


                                       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      42,000               17.3%            $0.50/Share  December 31, 2012
Todd Elmquist     15,000                6.2%            $0.50/Share  December 31, 2012
</TABLE>

Directors' Compensation

All non-employee directors receive annual options to purchase 12,000 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.

Amendment of Previously Awarded Stock Options

On December 18, 2001, the Board of Directors authorized the re-issuance of some
of the stock options outstanding as granted in 1998, at a per share price of
$0.50 and an expiration date of December 31, 2008. Prior to this resolution, the
shares were at a strike price of $0.60 and expired on December 31, 2001.

On December 4, 2002, the Board of Directors authorized the re-issuance of some
of the stock options outstanding as granted in 1999, at a per share price of
$0.50 and an expiration date of December 31, 2009. The reprice of $0.50 per
share was above the fair market value on the date of grant. Prior to this
resolution, the shares were at a strike price of $0.75 and expired on December
31, 2002.

Stock Options Held at December 31, 2002

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, 2002, was $0.18, which was below the exercise price of all
issued and outstanding options.

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                  -0-       452,938          -0-          -0-
Todd Elmquist                 -0-       190,256          -0-          -0-

There were no options exercised during the year ended December 31, 2002.
                                       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 21, 2003, 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 10,426,796 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                   78%
                                      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)
                                   501 Brickell Key Drive                   3,349,580                  32%
                                          Suite 603
                                    Miami, Florida 33131
--------------------------------------------------------------------------------------------------------------------
      Common Stock                       Dave Stein
                                   501 Brickell Key Drive                       0
                                          Suite 603
                                    Miami, Florida 33131                                               n/a
--------------------------------------------------------------------------------------------------------------------
      Common Stock                      James Doukas
                                   501 Brickell Key Drive                    12,858                less than 1%
                                          Suite 603
                                    Miami, Florida 33131
--------------------------------------------------------------------------------------------------------------------
      Common Stock                    Thomas Glaza (5)
                                   501 Brickell Key Drive                    88,420                less than 1%
                                          Suite 603
                                    Miami, Florida 33131
--------------------------------------------------------------------------------------------------------------------
      Common Stock                      Clint Snyder
                                   501 Brickell Key Drive                       0                      n/a
                                          Suite 603
                                    Miami, Florida 33131
--------------------------------------------------------------------------------------------------------------------
                            ALL EXECUTIVE OFFICERS &                        3,450,858                  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 113,295 shares held by Shining Star Investments, Inc., of
which Bryan Abboud owns 12.5%, and also includes 410,938 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; and (iv)
50,000 shares of common stock through December 31, 2011, at an exercise price of
$0.71 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 Interactive Gaming & Wagering, NV, are brothers and 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.

On December 31, 1998, Steve Abboud loaned $20,000 to the Company's wholly owned
subsidiary, IGW. This debt has not yet been repaid and is now in the amount of
$26,705 accruing interest at fifteen percent (15%) per annum.

On August 1, 1998, Bryan Abboud loaned $20,000 to IGW. This debt has not yet
been repaid and is now in the amount of $24,572 accruing interest at fifteen
percent (15%) per annum.

On April 30, 2001, Joann Abboud loaned the Company $240,000 for the purchase of
computer equipment which is secured by a promissory note in the same amount. The
note earns interest at the rate of ten percent (10%) per year, and became due
and payable in full on April 30, 2002. This note has been satisfied to the
extent of $200,000 and the remainder has been extended until April 30, 2003.

Joann Abboud loaned the Company $92,145 for operational expenses which is
secured by a promissory note bearing interest at fifteen percent (15%) per year
and due and payable in full on May 1, 2003.


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

       99.1    Certification

       99.2    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, 2002.

                                       22
<PAGE>


ITEM 14. CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective in timely alerting such officers to material information relating to
our Company incliuding its consolidated subsidiaries required to be included in
our periodic filings with the Commission. There were no significant changes in
our internal controls or in other factors that could significantly affect these
controls subsequent to the date of this evaluation.

                                       23
<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 March 31, 2003.

                  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 March 31, 2003:

<TABLE>
<CAPTION>

Signature                             Title                              Date
---------                             -----                              ----
<S>                         <C>                                    <C>
/s/ BRYAN P. ABBOUD         Director, Chief Executive Officer    March 31, 2003
----------------------
Bryan P. Abboud


/s/ THOMAS GLAZA            Director and Chairman of the Board   March 31, 2003
-----------------------
Thomas Glaza


/s/ DAVID STEIN             Director                             March 31, 2003
-----------------------
David Stein


/s/ JAMES DOUKUS            Director                             March 31, 2003
-----------------------
James Doukus
</TABLE>

                                       24


               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.

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-1

<PAGE>


                                                  CERTIFIED PUBLIC ACCOUNTANTS
                                                      10924 VANCE JACKSON #404
                                                      SAN ANTONIO, TEXAS 78230
                                                          (210) 699-1287(OFC.)
                                           (888) 699-1287 (210) 691-2911 (FAX)

                                                                       MEMBER:
                                                   AMERICAN INSTITUTE OF CPA'S
                                                        TEXAS SOCIETY OF CPA'S


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



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


We have audited the balance sheet of Global Entertainment Holdings/Equities,
Inc. and subsidiaries as of December 31, 2001 (not included herein), and the
related consolidated statements of income, shareholders' equity and cash flows
for the year ended December 31, 2001. 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, 2001, and the
consolidated results of its operations and its cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.




Clyde Bailey
Certified Public Accountant


February 5, 2002
San Antonio, Texas

                                       F-2

<PAGE>


                  Global Entertainment Holdings/Equities, Inc.

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2002

ASSETS:

 Cash                                                  $   260,494
 Accounts receivable, net of allowance
    for doubtful accounts of $8,000                        749,486
 Notes receivable                                        1,019,343
 Other receivables                                          16,031
 Prepaid expenses                                           84,588
                                                       -----------

   TOTAL CURRENT ASSETS                                  2,129,942
                                                       -----------
PROPERTY AND EQUIPMENT, NET                                984,081
                                                       -----------

OTHER ASSETS:

 Software developed for licensing, net                   1,148,063
 Other assets                                               60,866
                                                       -----------

   TOTAL OTHER ASSETS                                    1,208,929
                                                       -----------

  TOTAL ASSETS                                         $ 4,322,952
                                                       ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:

LIABILITIES:

 Accounts payable and accrued expenses                 $   692,515
 Notes payable                                             479,515
 Income tax payable                                         84,802
 Deferred revenue                                          129,242
                                                       -----------

   TOTAL CURRENT LIABILITIES                             1,386,074
                                                       -----------

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, 10,375,776 issued                     10,376
 Paid in capital                                         3,228,899
 Retained earnings                                         144,903
 Treasury stock (183,533 shares), at cost                 (447,300)
                                                       -----------

   TOTAL SHAREHOLDERS' EQUITY                            2,936,878
                                                       -----------

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $ 4,322,952
                                                       ===========

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

                                       F-3
<PAGE>


                  Global Entertainment Holdings/Equities, Inc.

                        CONSOLIDATED STATEMENTS OF INCOME

                     Years ended December 31, 2002 and 2001



<TABLE>
<CAPTION>
                                                          2002                 2001
                                                      ------------         ------------
<S>                                                   <C>                  <C>

REVENUES                                              $  6,120,502         $  4,708,468

COST OF SALES                                            3,489,302            2,434,322
                                                      ------------         ------------

   GROSS PROFIT                                          2,631,200            2,274,146
                                                      ------------         ------------

OPERATING EXPENSES:

 Selling expenses                                          473,759              389,194
 General and administrative expenses                     1,881,640            1,637,626
                                                      ------------         ------------

     Total Operating Expenses                            2,355,399            2,026,820
                                                      ------------         ------------

        INCOME FROM OPERATIONS                             275,801              247,326
                                                      ------------         ------------

OTHER INCOME (EXPENSE):

 Interest income                                            26,814               21,698
 Interest expense                                         (106,745)             (79,182)
 Other income (expense)                                       (371)             (55,428)
                                                      ------------         ------------

     Total Other Income (Expense)                          (80,302)            (112,912)
                                                      ------------         ------------

        INCOME BEFORE INCOME TAX EXPENSE                   195,499              134,414

 Income Tax Expense                                         28,586               16,667
                                                      ------------         ------------

        NET INCOME                                    $    166,913         $    117,747
                                                      ============         ============

BASIC EARNINGS PER SHARE                              $       0.02         $       0.01
                                                      ============         ============

DILUTED EARNINGS PER SHARE                            $       0.02         $       0.01
                                                      ============         ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
 BASIC                                                  10,375,776           10,422,814
                                                      ============         ============

 DILUTED                                                10,375,776           12,450,157
                                                      ============         ============
</TABLE>

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

                                       F-4
<PAGE>

                  Global Entertainment Holdings/Equities, Inc.

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                     Years ended December 31, 2002 and 2001


<TABLE>
<CAPTION>
                                                           Additional     Retained
                                     Common Stock            Paid-in      Earnings           Treasury Shares
                                Shares         Amount        Capital      (Deficit)       Shares         Amount         Total
                             -----------    -----------    -----------   -----------    -----------   -----------    -----------
<S>                           <C>           <C>            <C>           <C>                <C>       <C>            <C>
Balance, January 1, 2001      10,382,722    $    10,406    $ 3,215,932   $  (139,757)       183,533   $  (447,300)   $ 2,639,281

  Shares issued for services      33,000             33         12,967            --             --            --         13,000

  Net income                          --             --             --       117,747             --            --        117,747
                             -----------    -----------    -----------   -----------    -----------   -----------    -----------

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
                             ===========    ===========    ===========   ===========    ===========   ===========    ===========
</TABLE>
                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                       F-5
<PAGE>

                  Global Entertainment Holdings/Equities, Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     Years ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                                           2002                2001
                                                                       -----------         -----------

<S>                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                                           $   166,913         $   117,747
                                                                      -----------         -----------

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

  Depreciation and amortization                                         1,063,763           1,070,713
  Bad Debt (Recovery)                                                     (41,213)             92,362
  (Gain) loss on sales of fixed assets                                       (371)                 --
  Other                                                                       (63)             13,000
 Changes in operating assets and liabilities:
  Decrease (Increase) in accounts receivable                              693,012            (845,200)
  Decrease in notes receivable                                             78,629             555,697
  (Increase) Decrease in other receivables                                (16,031)             31,423
  (Increase) in prepaid expenses                                          (51,063)            (11,840)
  Decrease (Increase) in other assets                                      43,974             (29,031)
  Increase (Decrease) in accounts payable and accrued expenses            303,680             (84,739)
  Increase in income taxes payable                                         22,219              34,100
  (Decrease) in accrued interest                                               --             (33,704)
  Increase in deferred revenue                                            129,242                  --
                                                                      -----------         -----------

  Total adjustments                                                     2,225,778             792,781
                                                                      -----------         -----------

 Net cash provided by operating activities                              2,392,691             910,528
                                                                      -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of equipment                                                  (969,530)           (171,336)
  Development of software                                                (715,275)           (607,364)
  Proceeds from the sale of property and equipment                          9,645                  --
                                                                      -----------         -----------

 Net cash used in investing activities                                 (1,675,160)           (778,700)
                                                                      -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Payments on capital lease obligations                                        --             (36,375)
  Proceeds from notes payable                                                  --              39,008
  Payments on notes payable                                              (646,128)           (109,825)
                                                                      -----------         -----------

 Net cash provided by (used in) financing activities                     (646,128)           (107,192)
                                                                      -----------         -----------

NET INCREASE IN CASH                                                       71,403              24,636

CASH - BEGINNING OF YEAR                                                  189,091             164,455
                                                                      -----------         -----------

CASH - END OF YEAR                                                    $   260,494         $   189,091
                                                                      ===========         ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

CASH PAID FOR INTEREST                                                $   106,745         $    45,478
                                                                      ===========         ===========

CASH PAID FOR TAXES                                                   $     6,367         $        --
                                                                      ===========         ===========
</TABLE>
                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                       F-6
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001



(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 consulting and 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 clients operate in the Netherland
                  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, Interactive
                  Gaming and Wagering NV (IGW), a Netherlands Antilles
                  Corporation, and Prevail Online, Inc. (Prevail). Inter-company
                  transactions and balances have been eliminated in
                  consolidation.

                  USE OF ESTIMATES

                  The preparation of financial statements in conformity with
                  generally accepted accounting principles 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.

                  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 current maturities of
                  long-term 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.

                                                                     (Continued)
                                       F-7
<PAGE>


                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001




(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL MATTERS (CONTINUED)

                  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.

                  GOODWILL AND OTHER INTANGIBLE ASSETS

                  In July 2001, the Financial Accounting Standards Board issued
                  Statements of Financial Standards (SFAS) No. 141, "Business
                  Combinations", and No. 142, "Goodwill and Other Intangible
                  Assets". SFAS No. 141 established accounting and reporting
                  standards for business combinations and eliminates the
                  pooling-of-interests method of accounting for combinations for
                  those combinations initiated after July 1, 2001. SFAS No. 141
                  also includes new criteria to recognize intangible assets
                  separately from goodwill. SFAS No. 142 establishes the
                  accounting and reporting standards for goodwill and
                  intangibles with finite and infinite lives. Goodwill and
                  intangibles with indefinite lives will no longer be amortized,
                  but, alternatively will be reviewed periodically for
                  indicators of impairment. Separate intangible assets that are
                  not deemed to have an indefinite life will continue to be
                  amortized over their useful lives.

                  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 options issued to consultants and for other
                  services in accordance with SFAS 123.

                                                                     (Continued)
                                      F-8
<PAGE>


                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL MATTERS (CONTINUED)

                  FOREIGN CURRENCY

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

                  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

                  The Company expensed Advertising and Marketing expenditures in
                  the amount of $168,743 and $170,619 for the years ended
                  December 31, 2002 and 2001, 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.

                  COMPREHENSIVE INCOME

                  SFAS No. 130, "Reporting Comprehensive Income" establishes
                  standards for the reporting and display of comprehensive
                  income and its components in the financial statements. The
                  following types of items, among others, are to be considered
                  in computing comprehensive income: foreign currency
                  translation adjustments, pension liability adjustments and
                  unrealized gain/loss on securities available for sale. For all
                  periods presented herein, there were no differences between
                  net income available to common shareholders and comprehensive
                  income.

                                                                     (Continued)
                                      F-9
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL MATTERS (CONTINUED)

                  RECLASSIFICATIONS

                  Certain reclassifications were made to the 2001 financial
                  statements and notes thereto in order to conform to the 2002
                  presentation.

                  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.

                  RECENT ACCOUNTING PRONOUNCEMENTS

                  In April 2002, the FASB issued SFAS No. 145, "Rescission of
                  FASB Statements No. 4, 44 and 64, Amendment of FASB Statement
                  No. 13, and Technical Corrections." SFAS No. 145 rescinds the
                  provisions for SFAS No. 4, which requires companies to
                  classify certain gains and losses from debt extinguishments as
                  extraordinary items, eliminates the provision of SFAS No. 44
                  regarding transition to the Motor Carrier Act of 1980 and
                  amends the provision of SFAS No. 13 to require that certain
                  lease modifications be treated as sale leaseback transactions.
                  The provisions of SFAS No. 145 related to classification of
                  debt extinguishments are effective for fiscal years beginning
                  after May 15, 2002, with earlier application encouraged.

                  In July 2002, the FASB issued SFAS No. 146, "Accounting for
                  Restructuring Costs". SFAS No. 146 applies to costs associated
                  with an exit activity (including restructuring) or product
                  lines, terminating employees and contracts and relocating
                  plant facilities or associated with an exit or disposal
                  activity when that liability is incurred and can be measured
                  at fair value. SFAS No. 146 will require the Company to
                  disclose information about its exit and disposal activities,
                  the related costs, and changes in those costs in the notes to
                  the interim and annual financial statements that include the
                  period in which an exit activity is initiated and in any
                  subsequent period until the activity is completed.

                                                                     (Continued)
                                      F-10
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(1)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND GENERAL MATTERS (CONTINUED)

                  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

                  SFAS No. 146 is effective prospectively for exit or disposal
                  activities initiated after December 31, 2002, with earlier
                  adoption encouraged. Under SFAS No. 146, a company cannot
                  restate its previously issued financial statements and the new
                  statement grandfathers the accounting for liabilities that a
                  company had previously recorded under Emerging Issues Task
                  Force Issue 94-3.

                  In December 2002, the FASB issued SFAS No. 148 "Accounting for
                  Stock-Based Compensation-Transition and Disclosure - an
                  amendment of FASB Statement No. 123." SFAS No. 148 amends SFAS
                  No. 124 "Accounting for Stock-Based Compensation" and provides
                  alternative methods for accounting for a change by registrants
                  to the fair value method of accounting for stock-based
                  compensation. Additionally, SFAS No. 148 amends the disclosure
                  requirements of SFAS No. 123 to require disclosure in the
                  significant accounting policy footnote of both annual and
                  interim financial statements of the method of accounting for
                  stock-based compensation and the related pro-forma disclosure
                  when the intrinsic value method continues to be used. The
                  statement is effective for fiscal years beginning after
                  December 15, 2002, and disclosures are effective for the first
                  fiscal quarter beginning after December 15, 2002.

                  Management does not expect the impact of these statements'
                  pronouncements to have a material impact on the Company's
                  consolidated financial position or results of operations.


(2)   ACCOUNTS AND NOTES RECEIVABLES

                  The Company has agreed to a note receivable payout of an
                  accounts receivable balance from a major customer. The terms
                  of the note receivable provides for a principal payment of
                  $50,000 per month on the balance of $1,053,669 as of December
                  31, 2001. As of December 31, 2002, the balance due on the note
                  receivable is $453,669 and has been shown as current.

                  In September 2002, the Company entered into another note
                  receivable payout agreement of an additional accounts
                  receivable balance of $765,535. The agreement calls for an
                  agreed upon payment arrangement starting in September 2002,
                  and continuing through October 2003, with an annual effective
                  interest rate of 12.5%. As of December 31, 2002, the balance
                  due on this note was $540,535, with accrued interest of
                  $25,139.

                  Also, accounts receivable at December 31, 2002, include
                  approximately $300,000 from this customer.

                                                                     (Continued)
                                      F-11
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(3)   PROPERTY, EQUIPMENT AND DEPRECIATION

                  Capitalized amounts are depreciated over the estimated useful
                  life of the asset using the straight line method of
                  depreciation. At December 31, 2002 and 2001, the Company had
                  property and equipment as follows:

<TABLE>
<CAPTION>
                                                                                                      Estimated
                                                                                                    Useful Lives
                                                           2002                2001                   (Years)
                                                       -----------         -----------             ------------
<S>                                                    <C>                 <C>                           <C>
                  Computer Equipment                   $ 1,846,739         $ 1,009,166                   3
                  Furniture and Fixtures                   226,480             188,430                   3
                  Office Improvements                       33,297              33,297                   3
                  Other                                    201,799             149,492                   3
                                                       -----------         -----------
                                                         2,308,315           1,380,385

                  Less accumulated depreciation         (1,324,234)           (815,028)
                                                       -----------         -----------
                                                       $   984,081         $   565,357
                                                       ===========         ===========
</TABLE>

                  Depreciation expense for 2002 and 2001, was $348,760 and
                  $421,686, respectively and is included in general and
                  administrative expenses.


(4)   SOFTWARE DEVELOPED FOR LICENSING

                  The Company expensed costs to internally create computer
                  software until such time as technological feasibility was
                  established. Technological feasibility is considered to be
                  established when a detail program design is completed. After
                  the detailed program design has been established, the Company
                  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.

                                                                     (Continued)
                                      F-12
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(4)   SOFTWARE DEVELOPED FOR LICENSING (CONTINUED)

                  Revenue from the licensing of software programs is recognized
                  when there is persuasive evidence of an arrangement, delivery
                  of access to the software, the fee is fixed and determined,
                  and collectability is probable. The license arrangements are
                  not multiple elements, and license fees are recorded when the
                  four conditions above are achieved. Once the arrangement has
                  been contractually agreed upon, there are no customer
                  cancellation privileges. Fees that the Company may be entitled
                  to are referred to as royalties and are recognized at such
                  time as the licensee has earned revenues through the use of
                  the software and in accordance with the licensing agreement.

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

<TABLE>
<CAPTION>
                                                                                                      Estimated
                                                                                                    Useful Lives
                                                           2002                2001                   (Years)
                                                       -----------         -----------             ------------
<S>                                                    <C>                 <C>                           <C>
                  Proprietary software                 $ 2,385,921         $ 1,680,085                   3
                  Websites                                 717,534             717,534                   3
                                                       -----------         -----------
                                                         3,103,455           2,397,619
                  Less accumulated depreciation         (1,955,392)         (1,240,389)
                                                       -----------         -----------
                                                       $ 1,148,063         $ 1,157,230
                                                       ===========         ===========
</TABLE>

                  During the years ended December 31, 2002 and 2001, the Company
                  capitalized $715,275 and $607,364 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 2002 and 2001, was
                  $715,003 and $649,027, respectively, and are included in cost
                  of sales.

                                                                     (Continued)
                                      F-13
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(5)   NOTES PAYABLE

                  The Company has the following note payable obligations:

<TABLE>
<CAPTION>
                                                                                            2002                2001
                                                                                         -----------       -----------
<S>                                                                                      <C>               <C>
                  Note payable to an individual, 15% interest, paid in 2002              $        --       $   115,000

                  Notes to related parties and shareholders, 15% interest,
                  due on demand                                                              143,422           143,422

                  Note to seller of website, non interest bearing, due on demand             115,113           152,675

                  Note to software developer                                                 105,980           125,579

                  Other                                                                           --            26,115

                  CONVERTIBLE DEBT:

                  Note to a related party and shareholder,  10% interest, due April
                  30, 2003; $10,000 is convertible at $.50 per share                          40,000           240,000

                  Note to  related  party,  dated  July 18, 2000, 15% interest,
                  convertible at $.50 per share prior to August 1, 2002, repaid in
                  2002                                                                            --            40,000

                  Note to unrelated  party,  dated  August 11, 2000, 15% interest
                  paid monthly,  convertible  at $1.50 per share before  October 1,
                  2002                                                                            --            50,000

                  Note to related  party,  dated August 2, 2000,  15% interest paid
                  monthly, convertible at $.50 per share before March 31, 2002                    --            10,000

                  Note to unrelated  parties,  dated August 30, 2000,  15% interest
                  paid monthly,  convertible at $1.50 per share until  September 1,
                  2002                                                                        75,000           178,000
                                                                                         -----------       -----------

                  Total notes payable                                                        479,515         1,080,791
                                                                                         -----------       -----------

                  Less current portion                                                      (479,515)         (937,369)
                                                                                         -----------       -----------

                  Net long term debt                                                     $        --       $   143,422
                                                                                         ===========       ===========
</TABLE>
                                                                     (Continued)
                                      F-14
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(6)      STOCK OPTIONS

                  During 2002 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:

<TABLE>
<CAPTION>
                                                              Number of           Average          Remaining
                                                             Shares Under         Exercise        Contractual
                                                                Option             Price          Average Life
                                                             ------------         --------        ------------
<S>                                                            <C>                  <C>                <C>
                  Outstanding at December 31, 2000             1,521,543            $1.28
                     Granted                                     478,800              .64              10
                     Expired                                    (225,000)            (.60)
                                                               ---------

                  Outstanding at December 31, 2001             1,775,343             1.26
                                                               ---------
                     Granted                                     243,250              .48              10
                     Re-pricing of options                       160,125              .50              7
                     Re-pricing of options                       222,525              .50              6
                     Expired or cancelled                       (475,500)            1.29
                                                               ---------

                  Outstanding at December 31, 2002             1,764,618              .98
                                                               =========
</TABLE>

                  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:

<TABLE>
<CAPTION>
                  For the years ended December 31:                                 2002           2001
                                                                                 --------       --------
<S>                                                                              <C>            <C>
                  Net income (loss) available to common shareholders:
                     As reported                                                 $166,913       $117,747
                     Pro forma                                                     91,551         89,021

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

                  Diluted earnings (loss) per share:
                     Common share as reported                                        0.02            0.01
                     Common share pro forma                                          0.01            0.01
</TABLE>

                  Under SFAS 123, the value of options granted during 2002 and
                  2001 was estimated on the date of grant using the Black
                  Scholes model with the following assumptions: Risk-free
                  interest rate 4% for 2002 and 6% for 2001, dividend yield - 0%
                  for 2002 and 2001, volatility 86% and 19.3% for 2002 and 2001,
                  and a remaining life of the option ranging from 6 to 10 years
                  for 2002 and 4 years for 2001.

                                                                     (Continued)
                                      F-15
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(7)   EARNINGS PER SHARE

                  Earning 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:

<TABLE>
<CAPTION>
                                                                                                    Per Share
                  FOR THE YEAR ENDED DECEMBER 31, 2002                                               Amount
                                                                                                    ---------
<S>                                                                                  <C>              <C>
                  Earnings per Common Share

                  Net income (loss) available to common shareholders                 $   166,913
                                                                                     ===========
                  Weighted average common shares outstanding                          10,375,776      $0.02
                                                                                     ===========      =====
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                                    Per Share
                  FOR THE YEAR ENDED DECEMBER 31, 2001                                               Amount
                                                                                                    ---------
<S>                                                                                  <C>              <C>
                  Earnings per Common Share

                  Net income (loss) available to common shareholders                 $   117,747
                                                                                     ===========
                  Weighted average common shares outstanding                          10,422,814      $0.01
                                                                                                      =====
                  Dilutive effect of convertible debt subordinated shares
                   Outstanding                                                           225,000
                                                                                     -----------
                  Dilutive effect of weighted average stock options
                   Outstanding                                                         1,775,343
                                                                                     -----------
                  Diluted common shares outstanding                                   12,450,157      $0.01
                                                                                     ===========      =====
</TABLE>

                                                                     (Continued)
                                      F-16
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(8)   INCOME TAXES

                  Income tax expense for the years ended December 31, 2002 and
                  2001 is summarized as follows:

<TABLE>
<CAPTION>
                                                                                  2002         2001
                                                                                -------      -------

<S>                                                                             <C>          <C>
                        Federal                                                 $    --      $    --
                        State                                                        --           --
                        Netherland Antilles                                      28,586       16,667
                                                                                -------      -------

                        Income tax expense                                      $28,586      $16,667
                                                                                =======      =======
</TABLE>

                  The Company's tax expense differs from the "expected" tax
                  expense for the year ended December 31, 2002 and 2001
                  (computed by applying the Federal Corporate tax rate of 34%),
                  as follows:

<TABLE>
<CAPTION>
                                                                                  2002         2001
                                                                                -------      -------

<S>                                                                             <C>          <C>

                        Computed "expected" tax expense                         $ 71,808     $ 45,701
                        Effect of income of foreign subsidiary
                            taxed at foreign tax rate                            (43,222)      16,667
                                                                                --------     --------

                        Income tax expense                                      $ 28,586     $ 16,667
                                                                                ========     ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                   2002        2001
                                                                                ---------    ---------

<S>                                                                             <C>          <C>
                        Net operating loss carryforwards                        $ 843,299    $ 614,535
                        Less Valuation allowance                                 (843,299)    (614,535)
                                                                                ---------    ---------
                        Net deferred tax assets                                 $      --    $      --
                                                                                =========    =========
</TABLE>

                  As of December 31, 2002, the Company had net operating loss
                  carryforwards of approximately $2,480,000 for income tax
                  purposes, available to offset future taxable income expiring
                  on various dates through 2022.

                                                                     (Continued)
                                      F-17
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(9)   OPERATING LEASE OBLIGATIONS

                  The subsidiary leases office facilities in Curacao,
                  Netherlands Antilles. The yearly lease commenced on January 1,
                  1999 and automatically extends for an additional year, unless
                  the lease is canceled within three months of the expiration
                  date.

                  In December 2001, the Company moved its principal office from
                  Paradise Valley, Arizona to Miami, Florida to be closer to its
                  principal operations in Curacao, Netherlands. The Company has
                  signed a three-year lease on 1,999 square feet in Miami,
                  Florida.

                  Lease obligations for the term of the leases are as follows:

                                           Year        Amount
                                           ----       --------
                                           2003       $147,793
                                           2004         68,925
                                                      --------
                                                      $216,718
                                                      ========

                  For the years ended December 31, 2002 and 2001 total rent
                  expense was $168,125 and $139,373 respectively.


(10)  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.

                                                                     (Continued)
                                      F-18
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(10)  CONTINGENCIES (CONTINUED)

                  LEGISLATIVE RISKS AND UNCERTAINTIES (CONTINUED)

                  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. The shareholder has
                  filed to dismiss on the premise that there is lack of personal
                  jurisdiction. As of December 31, 2002 the outcome of this
                  matter is undeterminable.


(11)  RELATED PARTY TRANSACTIONS

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

                  The total amount of interest paid to related parties during
                  2002 totaled $39,984.


(12)  ECONOMIC DEPENDENCY

                  IGW receives a substantial portion of its royalty fee revenue
                  from two customers. In 2002 and 2001, royalties and other fees
                  from those customers were $4,606,393 and $2,497,112
                  respectively. At December 31, 2002 and 2001, accounts and
                  notes receivable from those customers were $1,433,505 and
                  $2,101,400 respectively. One customer represents 38% of total
                  accounts receivable and 100% of notes receivable, and the
                  other 14% of total accounts receivable.

                                                                     (Continued)
                                      F-19
<PAGE>

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                           December 31, 2002 and 2001


(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, 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

                  December 31, 2001

                      Revenues                           $   143,927       $ 4,564,541      $ 4,708,468
                      Operating Income(Loss)                (682,541)          929,867          247,326
                      Total Assets                           284,573         4,062,516        4,347,089
                      Depreciation and Amortization          301,407           769,306        1,070,713
</TABLE>


                                      F-20