SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-KSB
(Mark One)

[x]   Annual report  pursuant to section 13 or 15(d) of the Securities  Exchange
      Act of 1934, for the fiscal year ended December 31, 2000.

[     ] Transition  report under section 13 or 15(d) of the Securities  Exchange
      Act of 1934, for the transition period from _________ to _________

Commission file number: 0-27637

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

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

           6636 North 48th Street, Paradise Valley, Arizona (85253)
           --------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                                (602) 952-0711
                                --------------
               (Issuer's telephone number, including area code)

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

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, .001 par value
----------------------------
(Title of class)

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

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

      Issuer's  revenues  for the  fiscal  year ended  December  31,  2000,  was
$4,572,489.

      Aggregate  market  value of voting  stock  held by  non-affiliates  of the
issuer as of December 31, 2000 was $2,246,647.

      Number of shares of common stock,  no par value,  outstanding  on December
31, 2000, was 10,406,540.


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                              TABLE OF CONTENTS

Item 1.     Description of Business..........................................1
            Forward-Looking Information-General..............................1
      1:1   Company Description..............................................1
            Interactive-Gaming & Wagering, N.V...............................1
            Prevail Online, Inc..............................................2
      1:2   Products and Services............................................3
            Java Casino Games................................................3
      1:3   Sales and Marketing Strategy.....................................3
      1:4   Competition......................................................3
      1:5   Technology.......................................................4
            Continue Technology Development..................................4
            Redundant High-Speed Network.....................................4
Item 2.     Description of Property..........................................5
Item 3.     Legal Proceedings ...............................................5
Item 4.     Submission of Matters to a Vote of Security Holders..............5
Item 5.     Market for Common Equity and Related Stockholder Matters.........5
Item 6.      Management's Discussion and Analysis or Plan of Operation.......6
      6:1   General..........................................................6
      6:2   Growth Strategy..................................................6
            Expand Market Integration........................................7
      6:3   Results of Operations............................................7
      6:4   Liquidity and Capital Resources.................................10
Item 7.      Financial Statements...........................................11
Item 8.     Changes in and Disagreements with Accountants...................24
Item 9.     Directors and Executive Officers................................24
Item 10.    Executive Compensation..........................................26
Item 11.    Security Ownership of Certain Beneficial Owners and Management..27
Item 12.    Certain Relationships and Related Transactions .................28
Item 13.    Exhibits and Reports on Form 8-K................................29
      INDEX TO EXHIBITS.....................................................32


<PAGE>


Item 1.     Description of Business

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

Forward-Looking Information-General

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

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

1:1   Company Description

Global Entertainment Holdings/Equities, Inc. (the "Company") was incorporated in
the State of Colorado as Masadi Resources, Inc. ("Masadi"), on July 10, 1997. On
February 10, 1998, Masadi filed with the State of Colorado Articles of Amendment
to its Articles of Incorporation and changed its name to International  Beverage
Corporation.  On August 27, 1998, International Beverage Corporation merged into
Global Entertainment Holdings/Equities,  Inc. International Beverage Corporation
survived this merger and, on August 27, 1998,  adopted the current name, "Global
Entertainment Holdings/Equities, Inc."

The Company is a holding  company,  whose primary  business focus is on Internet
companies  operating in the online gaming software sector. The Company owns 100%
of the issued and  outstanding  stock of Interactive  Gaming and Wagering,  N.V.
(IGW) and Prevail Online, Inc.

Interactive-Gaming & Wagering, N.V.

Pursuant to a June 30, 1998 Agreement of Purchase and Sale, the Company acquired
100% of the issued and  outstanding  shares of Interactive  Gaming and Wagering,
NV, a Netherlands Antilles corporation ("IGW"). IGW was incorporated in Curacao,
Netherlands  Antilles  on May  19,  1997,  and is  engaged  in the  development,
licensing  and  hosting of  proprietary  Internet  and  telephony  based  gaming
software. IGW's corporate Web site is  www.interactive-gaming.com.  IGW offers a
turnkey service  solution to its software  licensees,  including  gaming license
consulting, facilities services, online casino and sportsbook software, 800 call
center sportsbook  software,  training,  application hosting services,  web site
design, development and hosting, and internet telecommunications services.

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As of March 5, 2001,  IGW has entered  into  licensing  contracts  with  several
software  licensees for its gaming software.  The following is a current list of
the Company's twelve fully operational software licensee Web sites.

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

Prevail Online, Inc.

Pursuant to an August 20, 1999 Agreement of Purchase and Sale ("Prevail
Agreement"), the Company issued 43,500 shares of its common stock in exchange
for 100% of the issued and outstanding shares of Prevail Online, Inc., a
Colorado corporation with principal offices in San Francisco, California
("Prevail").  Concurrent  with issuance of the 43,500 shares of stock to acquire
Prevail,  the Company issued  120,000 shares to an unrelated  party to acquire a
website known as  wheretobet.com  and a domain name known as  netbet.org.  These
120,000 shares were valued at $400,000.

The selling  shareholders  of Prevail  ("Sellers")  received  from the Company a
guaranteed  value on the 43,500  shares of the  Company's  common  stock used as
payment for Prevail.  Pursuant to this  guarantee,  the Sellers had the right to
sell all of their shares back to the Company  anytime  after six (6) months from
the closing,  but before twelve (12) months from the closing at the net price of
$400,000.  Additionally,  the  Company  had the right to redeem  the stock  from
Sellers  anytime  after six (6) months from the  closing but before  twelve (12)
months from closing at the net price of $800,000 (US). The Sellers chose to sell
their  shares to the Company  after six months at the price of  $400,000.  As of
December 31, 2000, the Company had paid the Sellers  $150,000.  When the Company
tendered another $75,000 on March 9, 2001, the Sellers were still owed $175,000.

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

Prevail has used the  wheretobet.com  website to sell banner  advertising as its
source of revenue  since the  acquisition  of the  website.  The  wheretobet.com
website and the netbet.org domain name were acquired from an unrelated party for
a total sum of  $700,000.  At the  acquisition  date,  Prevail  tendered  a down
payment  of  $75,000  and  issued  120,000  post  split  shares  with a put/call
provision.  Prevail also signed a non interest  bearing note of $225,000 payable
in nine monthly

                                      4

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installments  commencing one month from the closing date of the Agreement. As of
December 31, 2000 the notes had been paid in full.

1:2   Products and Services

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

Set-up features including, but not limited to, the following:

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

Software features including, but not limited to, the following:

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

Java Casino Games

IGW's  Java games  utilize  the Java  programming  language  to  provide  easily
accessible   online  games  to  the   Company's   licensees'   Web  sites.   The
cross-platform nature of Java makes it possible to play these games on all major
operating systems, online, with no download requirements. IGW software currently
provides  seven (7) casino style Java Games  (Videopoker,  Blackjack,  Roulette,
slots,  stud poker,  craps and  pokerjack) for players to wager on, with several
additional Java games projected to be released throughout the fiscal year ending
December 31, 2001.

1:3   Sales and Marketing Strategy

The Company's administrative sales and marketing functions are conducted through
Curacao and Phoenix,  Arizona.  Management has hired  experienced  professionals
with in-depth knowledge of finance,  management,  Internet  solutions,  software
design and  development and the gaming  industries.  The Company is committed to
maintaining a customer-driven organization and continues to aggressively recruit
and train additional staff for the marketing department to assist the Company in
achieving its sales goals.


                                      5

<PAGE>

1:4   Competition

The Company  estimates that there are currently  over 20 online gaming  software
developers and over 800 gaming Websites on the World Wide Web.

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

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

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

1:5   Technology

Continue Technology Development

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

Redundant High-Speed Network

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

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

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

In addition to IGW's digital  network  serving gaming content for its licensees,
the  Company  uses a  state  of the art  proprietary  e-commerce  solution  that
provides a high level of security and

                                      6

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integrity for  transmission of funds over the Internet.  IGW uses Secure Sockets
Layer (SSL) to encrypt and protect  transmission  of sensitive  data like credit
card information.

Item 2.     Description of Property

The Company's principal offices are currently located at 6636 North 48th Street,
Paradise  Valley,  Arizona  85253.  The  Company is leasing  this space from Law
Offices of Donald J. Lisa for $1000 per month.  Donald J. Lisa is the  Company's
president and one of its directors.

Item 3.     Legal Proceedings

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

Item 4.     Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to  a  vote  of  security  holders,   through  the
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year ended December 31, 2000 covered by this report.

Item 5.     Market for Common Equity and Related Stockholder Matters

The Company's  common stock currently trades on the OTC Bulletin Board under the
symbol "GAMM." The common stock began trading on the OTC Bulletin Board on March
18, 1998, when the Company was known as International Beverage Corporation,  and
accordingly,  traded under the symbol  "IBVC." To better reflect its name change
to Global Entertainment Holdings/Equities, Inc., the Company changed its trading
symbol on September 9, 1998, to "GAMM."

The high and low trading  price for the  Company's  common stock for each fiscal
quarter since January 1, 1999, are listed in the following  table. The prices in
the table  reflect  inter-dealer  prices,  without  retail  markup,  markdown or
commission and may not represent actual transactions.


       Quarter                 High                   Low
---------------------  --------------------- ---------------------

  1st Quarter 1999            $17.875                $6.25
---------------------  --------------------- ---------------------
  2nd Quarter 1999            $17.625               $10.125
--------------------  --------------------- ---------------------
  3rd Quarter 1999            $7.00*                $1.87*
---------------------  --------------------- ---------------------
  4th Quarter 1999             $4.00                $1.125
---------------------  --------------------- ---------------------
  1st Quarter 2000             $5.00                 $1.00
---------------------  --------------------- ---------------------
  2nd Quarter 2000             $2.00                 $1.00
---------------------  --------------------- ---------------------
  3rd Quarter 2000             $3.95                 $0.55
---------------------  --------------------- ---------------------
  4th Quarter 2000             $1.75                 $0.25
---------------------  --------------------- ---------------------

* 3:1 forward stock split executed on August 23, 1999.

The closing bid price on March 20, 2001, was $0.33.

As of March 2, 2001,  one hundred twenty three (123) entities held the Company's
Common Stock of record.

Item 6.      Management's Discussion and Analysis or Plan of Operation

6:1   General

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

Through research and development in the past four years, the Company  identified
the opportunity of offering  proprietary software and related services to online
gaming  operators  and  successfully  launched its first  licensee in 1997.  The
Company  encourages  its licensee to target only  customers  in  countries  that
regulate online gaming. Currently, there are several countries which support the
online gaming industry  through  regulation  and/or  taxation,  including;  such
nations as Sweden, Finland, Australia, Germany,  Liechtenstein,  the Netherlands
Antilles, Dominica and Antigua.

Historically,   approximately   50%  of  all  gaming  revenue  for  "Sportsbook"
operators, in the USA and abroad, are generated during American Professional and
Collegiate football season. However, IGW expects this seasonality to diminish as
licensees'   operations   expand  abroad.   This  seasonal  royalty  revenue  is
anticipated to continue for the Sportsbook software platform;  however, with the
development,  licensing and  introduction of the Internet based casino software,
revenues  should  balance  out during  the off season  months as a result of the
additional  royalties  gained  through  the  licensing  of the Casino  software.
Seasonal  royalty revenue for football season  currently  represents over 50% of
all Company revenue, however, as new licensees and additional software platforms
are added, the revenues will balance out during the other sport seasons.

6:2   Growth Strategy

The development of  telecommunications  and the emergence of new technology have
created  opportunities  to develop  new,  efficient  and secure  ways to deliver
information and entertainment to consumers. The Company intends to capitalize on
its technological niche and expertise to

                                      10

<PAGE>

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

The Company intends to implement its business strategy by:

      (1)  Continuing to enhance its technology;
      (2)  Seeking key strategic alliances with unidentified companies that are:
            (a)   in the Internet/Technology/Software based industries,
            (b)   technologically advanced,
            (c)   currently solvent,
            (d)   beyond the development stage,
            (e)   have positive operating cash flows,
            (f)   financially stable,
            (g)   have a seasoned management team, and
            (h)   are efficiently staffed; and
      (3)  Developing brand name recognition through cross marketing and
           merchandising.

Expand Market Integration

The Company  intends to capitalize on its  technological  niche and early market
entry to capture a significant share of the Internet gaming software market. The
Company believes that because of the level of satisfaction  from its clients and
the history of IGW in the  industry as a leader (co-  founding  member and board
member of the Interactive Gaming Council), it has established brand recognition.
The Company  believes that it has  accomplished  this through the development of
twelve (12) licensed web sites using its ITSCS (Internet & Telephony  Sportsbook
& Casino System),  creating market exposure over the Internet; has developed and
licensed  software  to  one of  the  first  operating  sportsbooks  on the  Web,
www.VIPsports.com.;   its   attendance  and  exposure  at  gaming  and  software
expositions;  has received  favorable  reviews from both  financial and industry
publications,  i.e., CNNfn, USA Today, and has obtained exposure through various
media  outlets,  including:  multiple  national  radio  interviews,   television
exposure,  Channel 22 Business News, CNN Financial,  Today's Investor,  Internet
interviews and Company profile exposure,  News Letter exposure,  Internet Banner
Advertising, and other Internet Advertising.

6:3   Results of Operations

The  Company's  revenues  increased  over 62% to  $4,572,489  for the year ended
December 31, 2000 as compared to $2,821,599 for the twelve months ended December
31, 1999, continuing

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the  Company's  unbroken  string  of  substantial  year to year top line  growth
reports since its inception in 1997.

Importantly,  for the year ended  December  31, 2000,  the company  reported its
first net profit before taxes of $234,574  compared to a loss of $35,346 for the
year ended 1999,  continuing its string of three  consecutive  years of improved
bottom line performance,  yielding a return on stockholder equity of over 8% for
the year 2000.

The  following  tables set forth  selected  information  from the  statements of
operations and balance sheets for the twelve months ended December 31, 2000, and
1999.

Selected Statement of Operations Information

                                    For the Year Ended      For the Year Ended
                                    December 31, 2000       December 31, 1999
Total Revenues                      $4,572,489              $2,821,599
Total Expenses                      $4,360,573              $2,801,520
Income (Loss) From Operations       $211,916                $20,079
Total Other Income (Expense)        $22,658                 ($55,425)
Net Profit (Loss) before taxes      $234,574                ($35,346)

Selected Balance Sheet Information

                                    For the Year Ended      For the Year Ended
                                    December 31, 2000       December 31, 1999
Total Current Assets                $1,373.648              $1,869,295
Total Current Liabilities           $1,542,461              $762,021
Total Property & Equipment          $1,641,094              $1,640,135
Total Liabilities                   $1,571.594              $1,122,416
Total Notes Receivables             $1,053,669              $0
Total Other Assets                  $142,464                $135,195
Total Assets                        $4,210,875              $3,644,625
Net Shareholders' Equity            $2,639,281              $2,522,209

The top line growth is  primarily  due to  additional  revenues  generated  from
software licensing,  and Website services for licensees  (including  Royalties).
The Company,  through IGW,  offers to its  licensees  Internet  based Casino and
Sportsbook  software  as well  as  telephone  based  (call  centers)  Sportsbook
software.  Revenues from  software  licensing of $909,031,  hosting  services of
$113,325, and royalties of $2,826,718, which are the significant income sources,
accounted for 84% of the total revenues for the twelve months ended December 31,
2000.  As of December  31,  2000,  the Company  supported  11 fully  operational
licensee web sites.

For the fiscal year ended  December  31,  2000,  Prevail  generated  revenues of
$723,415,  as compared to $233,736 for the year ended  December 31, 1999.  As of
December  31, 2000,  Prevail  revenue  accounted  for  approximately  16% of the
Company's revenues for that period, as

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<PAGE>

compared to 8% for the year ended  December  31, 1999.  The Company  anticipates
Prevail will experience  revenue growth of more than 15% during each of the next
three years.

During the year 2000, the Company introduced a new version 2.0 of its Integrated
and Telephony Sportsbook and Casino System ("ITSCS") software.  This new release
provides IGW clients broad control over their  websites to enable them to create
a customized,  attractive and  entertaining  experience  for their users,  while
offering more games,  seamless transfers between casino and Sportbook  wagering,
and improved back office administration features.

During the year 2000, the Company also  introduced a new Casino Hook  Sportsbook
Software  Product which can interface  with another  company's  existing  casino
software product.  The Casino Hook product allows the clients of IGW's licensees
to wager on sports and seamlessly shift between Casino and Sportsbook wagering.

The Company believes the two new products will significantly  expand its markets
and attract many new licensees.  Early in 2001, the Company  expects to initiate
the  implementation  of its Casino  Hook  program  by  announcing  an  important
strategic partnership with Sunny Group Company,  which will enable Sunny Group's
casino customer base to wager on sports, using the Casino Hook software.

In addition to the Sunny Group company, within the next fiscal year, the Company
will seek to  contract  with six (6)  additional  licensees.  The success of the
Company and IGW in  contracting  with these  additional  licensees  may have the
potential of generating  additional revenue for the Company's fiscal year ending
December 31, 2001, of $1.1 million,  through the combination of a fixed licensee
fee, royalty fees and hosting fees.

The  Company  expects  to attract  two (2) of the  proposed  six (6)  additional
licensees  by the end of the second  quarter  of the year 2001,  and to sign the
remaining  four (4)  licensees  in the  second  half of the  year.  The  Company
anticipates  requiring  an asset  investment  of an  additional  $1  million  in
hardware and software to accommodate the additional six (6) licensee contracts.

Accordingly,  the Company expects IGW licensing revenue growth to expand as more
licensees sign licenses and commence operations. IGW's royalties from licensees'
internet gaming operations should significantly increase during the next several
years.  The Company  expects its net  profits,  before tax,  for the fiscal year
ending  December 31,  2001,  to double that of the fiscal year 2000 net profits,
before tax, which was $256,497.

Operating expenses were $4,360,573 for the twelve months ended December 31, 2000
and  $2,801,520  for December 31, 1999. As a percentage  of revenues,  operating
expenses decreased from 99% to 95% as a result of substantial revenue growth and
efficiencies  gained as the Company  handled a greater level of activity.  Thus,
while  revenues  increased  62%,  expenses  increased  only 55%,  improving  the
Company's margin.


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<PAGE>

Tax  expense  for the twelve  months  ended  December  31,  2000 was  $16,912 as
compared to $11,571, for 1999. The majority of the Company's income is generated
from IGW in Curacao and is taxed at the rate of about 3%.

6:4   Liquidity and Capital Resources

The Company's  single  largest  source of revenue has been one of IGW's software
licensees.  As of December 31, 2000, this licensee owed IGW  approximately  $1.6
million in past due royalties.  As the licensee became  incapable of maintaining
payments at the current  royalty rate,  the Company has agreed to a reduction in
the royalty  rate in exchange for a conversion  of the account  receivable  to a
long term note  receivable  of  equivalent  amount,  with an  accelerated  fixed
repayment  schedule  of $50,000 per month,  in addition to the current  royalty.
Although the monthly  royalty rate to this  licensee is has decreased per month,
effective January 1, 2001, IGW firmly believes such a decrease will not decrease
total revenue from this  licensee  because a decrease in royalty rate will allow
the  licensee  to  increase  its  advertising  and  marketing  efforts,  thereby
increasing their revenues.  If the licensee  generates higher revenues,  it will
pay IGW higher total royalty payments despite a lower royalty rate.  However the
company  cannot  guarantee  that revenues from this licensee will increase under
any circumstances, irrespective of the royalty rate.

Working  capital  at  December  31,  2000  temporarily  decreased  to a negative
($168,813)  compared to a positive $1,107,274 at December 31, 1999. The decrease
in working capital is mainly  attributable to the account receivable  conversion
to a long term note  receivable  referenced  above,  and to the long term  notes
payable becoming currently due. However, this temporary condition is expected to
be alleviated  shortly because,  of the $983,000 of notes payable currently due,
65% has been verbally  restructured  into long term notes payable,  leading to a
positive working capital of $470,137 in the first quarter of 2001.

As a  result  of the  account  receivable  conversion,  the  Company's  accounts
receivable  as of December  31,  2000,  decreased  to  $556,085,  as compared to
$1,511,226  at December  31,  1999.  The  majority of the  receivables  are from
operating  licensees,  which have a 30 day term  agreement for  royalties.  As a
result of the restructure of the account receivable described above, the average
period of  collection  decreased  from 193 days to 43 days,  and the  Company is
further committed to reducing the aging to a conventional 30 day period.

Net cash  generated  from  operating  activities  for the  twelve  months  ended
December 31, 2000  decreased  slightly to $524,746  compared to $560,607 for the
twelve months ended December 31, 1999. The decrease in cash from  operations was
primarily  due to the increase in Notes  Receivable  to  $1,653,669,  referenced
above.

Net cash used for investing  activities for the twelve months ended December 31,
2000 was $753,885  compared to $1,492,616  for the twelve months ended  December
31, 1999.  The decrease was  primarily  due to a decrease of computer  equipment
purchases,  indicating IGW is beginning to realize economies of scale from prior
asset  investments.  Net cash  provided by financing  activities  for the twelve
months ended December 31, 2000, was $157,410, as

                                      14

<PAGE>

compared to $1,045,771 for the twelve months ended December 31, 1999, indicating
that the Company has become  profitable and can support  itself from  internally
generated funds.

Item 7.      Financial Statements

Audited financial  statements are found herein on page F-1 and should be read in
conjunction with such statements.

                                      15

<PAGE>


CLYDE BAILEY P.C.
------------------------------------------------------------------------------
                                                  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 ACCOUNTANT
REPORT OF INDEPENDENT  CERTIFIED PUBLIC ACCOUNTANT To the Board of Directors and
Shareholders Global Entertainment Holdings/Equities, Inc.

We  have  audited  the  accompanying   consolidated   balance  sheet  of  Global
Entertainment  Holdings/Equities and subsidiaries ("Company") as of December 31,
2000  and  the  related  consolidated   statement  of  operations,   changes  in
stockholders'  equity,  and statement of cash flows for the year ended  December
31, 2000.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to  express  an  opinion  on the  financial
statements  based on our audit. The financial  statements of the Company,  as of
December 31, 1999, were audited by other auditors who have ceased operations and
whose  report dated March 10, 2000,  expressed an  unqualified  opinion on those
statements.

We conducted our audit in accordance with generally accepted auditing standards.
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 consolidated  financial position of the Company and
subsidiaries  as of December 31,  2000,  and the  consolidated  results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
generally accepted accounting principles.
                               /s/ Clyde Bailey
                         Certified Public Accountant
January 15, 2001




                                     F-1

<PAGE>












                 GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                         Audited Financial Statements

                              December 31, 2000














                              Clyde Bailey, P.C.
                         Certified Public Accountant
                           10924 Vance Jackson #404
                           San Antonio, Texas 78230








                                     F-2

<PAGE>

      GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
                  Consolidated Statement of Operations
         For the Twleve Months Ended December 31, 2000 and 1999

                                                  2000           1999
Revenues:
       License Fees                                909,031       445,000
       Royalty Fees                              2,826,718     1,983,773
       Hosting Income                              113,325       159,090
       Advertising Revenues                        723,415       233,736
                                               -----------    ----------
          Total Revenues                       $ 4,572,489    $2,821,599
                                               -----------    ----------

Expenses
       Bad Debt Provision                           47,790        71,800
       Uncollectible Fees Written Off               81,152       180,030
       Amortization                                133,704       191,696
       Depreciation                                634,629       233,857
       Rents                                       340,538       225,593
       Professional Fees                           119,297       138,058
       Travel                                      122,814        57,904
       Financial & Investor Relations               87,880       149,829
       Administrative Expenses                     496,828       461,797
       Consulting                                1,357,518       749,334
       Advertising                                 316,696        72,906
       Litigation Settlement                             -        75,000
       Bandwidth Expenses                          599,804       125,091
       Options Issued Expenses                           -        68,625
                                               -----------    ----------
          Total Expenses                       $ 4,338,650   $ 2,801,520
                                               -----------    ----------

Income (Loss) from Operations                      233,839        20,079

Other Income(Expenses)
       Interest(Expense)                          (29,760)      (59,353)
       Interest Income                               4,935         3,928
       Other Income(Expense)                        47,483           -
                                               -----------    ----------
          Total Other Income(Expenses)              22,658      (55,425)
                                               -----------    ----------

       Income Before Taxes                         256,497      (35,346)

       Provisions for Income Tax                  (16,912)      (11,571)
                                               -----------    ----------
          Net Income                           $  239,585    $  (46,917)
                                               ===========    ==========

       Basic Earnings Per Share                $     0.023   $   (0.005)
       Diluted Earnings Per Share              $     0.020   $   (0.004)

Weighted Average Shares Outstanding             10,289,578    10,301,282
       Retroactively Restated

Weighted Average Shares & Options               12,062,120    11,273,282
       Outstanding




                                     F-3

<PAGE>


<TABLE>
<CAPTION>
                GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
                        Statement of Stockholders Equity
                             As of December 31, 2000

                                  Common Stock     Treasury Stock
                                ------------------------------------
                                        $0.001                            Paid-In    Accumulated   Stockholders'
                                Shares      Par Value   Shares   Amount   Capital    Deficit       Equity
                                --------- ---------------------------------------------------------
     <S>                          <C>         <C>        <C>      <C>       <C>         <C>           <C>
Balance, December 31, 1998      9,455,682   9,456                         1,450,313  (310,502)     1,149,267

1/18/99
Shares Returned & Cancelle      (22,839)     (23)                          23

3/05/99
Shares Issued for Consulting    9,000         9                           26,991                    27,000
Fees at $3.00 Per Share

4/19/00
Shares Issued for Cash at       30,000       30                           67,470                    67,500
$2.25 per Share

4/19/00
Shares Issued for Cash at       9,000        9                            22,491                    22,500
$2.50 per Share

4/19/99
Shares Issues for Cash at        13,497       13                         62,972                    62,985
$4.66 per Share

4/20/99
Shares Returned by Terminat     (9,999)     (10)                          (10)                        -
Employee

5/10/99
Shares Issued for Cash at       89,100       89                         237,511                    237,600
$2.66 per Share

6/17/99
Shares Issued for Prepaid       39,000       39                         129,944                    129,983
Public Relations at $3.33
per Share

6/21/99
Shares Issued for Note Payable  6,000         6                          2,244                      2,250
Incentive at $.375 per Share




                                       F-4

<PAGE>

6/25/99
Shares Issued for Consulting    3,000        3                             9,997                   10,000
Services at $3.33 per Share

8/19/99
Shares Issued for Furniture     690                                        2,300                    2,300
at $3.33 per Share

8/19/99
Shares Issued for Legal Service 6,000        6                            19,996                   20,002
at $3.33 per Share

8/19/99
Shares Issued for Cash          30,000       30                           97,470                   97,500
at $3.25 per Share

8/19/99
Shares Issued for Cash          30,000       30                           79,970                   80,000
at $2.67 per Share

8/27/99
Shares Issued for Cash          9,000        9                             7,991                    8,000
at $.89 per Share

9/22/99
Shares Issued for Legal         1,000        1                             3,999                    4,000
Services at $4.00 per Share

9/23/99
Shares Issued for Technology    1,500        1                             5,999                    6,000
$4.00 per Share

9/23/99
Shares Issued to Acquire Prevail 163,500    163                          399,837                   400,000
Online Inc., at $2.45 per share

10/19/99
Shares Issued for Cash at       3,000        3                             5,497                     5,500
$1.83 per share

11/05/99
Shares Issued for Consulting    500          1                             1,904                     1,905
at $3.81 per share

11/05/99
Shares Issued for Accounting      700        1                             1,999                     2,000
Services at $2.85 per share



                                       F-5

<PAGE>


11/05/99
Issued Shares for Accrued
Interest                        9,000        9                            21,311                    21,320
Expense at $2.37 per Share

11/05/99
Shares Issued for Cash at $2.75 5,000        5                            13,745                    13,750
per share

11/05/99
Shares Issued for Misc Services 500          1                             1,624                      1,625
at $3.25 per share

12/31/99
Shares Issued for Employee      16,300       16                           16,284                      16,300
Bonus at $1.00 per share

12/31/99
Shares Issued for Technology    15,012       15                            9,985                      10,000
at $.66 per Share

12/31/99
Shares Issued for Technology    34,903       35                           26,160                       26,195
at $,75 per Share

Shares returned and Cancelled   (7,613)      (7)                             7

Rounding                         (80)                                                                  (20)
Paid in Capital - Options                                                 68,625                      68,625

Contributed Capital                                                       75,039                      75,039

Net Income (Loss)                                                                    (46,917)        (46,917)

Balance December 31, 1999       9,940,353   9,940                      2,869,688    (357,419)       2,522,209

1/18/00
Shares Issued for Consulting    5,000        5                             6,245                      6,250
Services at $1.25 per Share

3/7/00
Shares Issued for Consulting    20,000       20                           14,980                     15,000
Services at $.75 per Share




                                       F-6

<PAGE>


3/18/00
Shares Issued for Cash at       315,000      315                         235,935                     236,250
$.75 per share

3/18/00
Shares Issued for Technology    1,787        2                             2,679                       2,681
at $1.50 per Share

3/18/00
Shares Issued for Note
Extension                       75,000       75                           14,925                      15,000
at $.50 per share

8/23/00
Shares Issued for Technology    49,400       49                           71,501                      71,550
at $1.45 per share

Rounding                                                                                               (21)
Treasury Stock, at Cost                            174,500   (447,300)                              (447,300)

Net Income (Loss)                                                                     239,585        239,585

                         --------- ---------------------------------------------------------
Balance December 31, 2000 10,406,540  $10,406      174,500   $(447,300) 3,215,952    (117,834)      2,661,204
                         ========= =========================================================

</TABLE>


                                       F-7

<PAGE>


             GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
                             Consolidated Balance Sheet
                               As of December 31, 2000


                                     A S S E T S

Current Assets:
    Cash & Cash Equivalents                       $ 164,455
    Accounts Receivable Net of Provision            556,085
       for Bad Debts of $119,590
    Note Receivable                                 600,000
    Prepaid Expenses                                 21,685
    Interest Receivable                               2,933
    Employee Accounts Receivable                     28,490
                                                 ---------------

       Total Current Assets                                         $  1,373,648

Property & Equipment
    Automobile- Net                                  26,694
    Proprietary Software- Net                       590,812
    Office Improvements- Net                         33,297
    Computer Equipment- Net                         421,837
    Furniture & Fixtures- Net                       115,248
    Websites - Net                                  399,625
                                                 ---------------

       Total Property & Equipment                                      1,587,513

Long-Term Assets
    Note Receivable                                                    1,053,669

Other Assets
    Security Deposits                                34,045
    Software Design & Development-Net               183,923
                                                 ---------------

       Total Other Assets                                                217,968
                                                                 ---------------

       Total Assets                                                   $4,232,798
                                                                 ===============





See  Accompanying  summary of accounting  principles  and notes to  consolidated
financial statements.


                                        F-8

<PAGE>


             GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
                             Consolidated Balance Sheet
                               As of December 31, 2000

            L I A B I L I T I E S & S T O C K H O L D E R S' E Q U I T Y

Current Liabilities
    Accounts Payable                                445,312
    Accrued Expenses                                 28,262
    Accrued Interest                                 33,704
    Current Portion- Capital Leases                  17,856
    Current Portion- Notes Payable                  983,000
    Note Payable- Line of Credit                      5,844
    Income Taxes Payable                             28,483
                                                 ---------------

       Total Current Liabilities                                     $ 1,542,461

Long Term Liabilities                                    -
---------------------
    Notes Payable                                   983,000
    Less Current Portion                           (983,000)
                                                 ---------------

       Total Long Term Notes Payable                     -

    Capital Lease Payable                            29,133
                                                 ---------------
       Net Long Term Liabilities                                          29,133
                                                                 ---------------
       Total Liabilities                                               1,571,594
                                                                  --------------


Stockholders' Equity
    Preferred Stock, 25,000,000 Shares Authorized,
       at $.001 Par Value, None Issued
    Common Stock, 100,000,000 Shares Authorized       10,406
       Par Value of $.001;
       10,406,540 Shares Issued with Outstanding
    Paid in Capital                                3,215,932
    Retained Earnings(Deficit)                      (117,834)
    Treasury Stock, at Cost                         (447,300)
                                                 ---------------

       Net Stockholders' Equity                                        2,661,204
                                                                 ---------------

       Total Liabilities and Stockholders' Equity                  $   4,232,798
                                                                 ===============



See  Accompanying  summary of accounting  principles  and notes to  consolidated
financial statements.



                                        F-9

<PAGE>


NOTE  #1 - ORGANIZATION

The Company was  incorporated  on July 10, 1997,  under the laws of the state of
Colorado using the name Masadi Resources, Inc. On February 10, 1998, Articles of
Amendment were filed changing the name to  International  Beverage  Corporation.
Pursuant to a Merger  Agreement  dated August 27, 1998,  International  Beverage
Corporation  merged  with  Global  Entertainment  Holdings/Equities,  Inc.,  and
subsequently  the  surviving  corporation  became known as Global  Entertainment
Holdings/Equities,  Inc.  The  purpose  of the  Corporation  is to engage in any
lawful act or activity for which corporations may be organized under the laws of
the state of Colorado.

Principles of Consolidation
The Company currently has two wholly owned subsidiaries;  Interactive Gaming and
Wagering NV, (IGW), a Netherlands Antilles  Corporation in Curacao,  Netherlands
Antilles,  and Prevail Online, Inc., (Prevail),  a Colorado Corporation.  IGW is
engaged in the  conception  and creation of computer  software  programs for the
gaming and wagering  industry.  Prevail was purchased in August 1999, engages in
the  creation  and  operation  of websites  which  publish  Internet  gaming and
wagering related  information and derives its revenues from banner  advertising.
The accompanying  consolidated  financial statements include the accounts of the
company  and  its  wholly-owned  subsidiaries.  Inter-company  transactions  and
balances have been eliminated in consolidation


NOTE #2 - SIGNIFICANT ACCOUNTING POLICIES

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,  the  license  fee  has  been  determined  and
collectability  of the license fee is  probable.  License  fees are billed to be
paid in three  installments  over a  relatively  short  period of time,  usually
within ninety days.

During 2000, the Company adopted the U.S.  Securities and Exchange  Commission's
("SEC") Staff Accounting Bulletin 101, "Revenue  Recognition" ("SAB 101"), which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial  statements filed with the SEC. The adoption of SAB 101 did not have a
material  effect on the  Company's  business,  financial  condition,  results of
operations or cash flows.

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  on
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.

Accounting Method
The Company's  financial  statements  are prepared  using the accrual  method of
accounting.  Revenues are  recognized  when earned and expenses  when  incurred.
Fixed  assets  are  stated  at cost.  Depreciation  and  amortization  using the
straight-line  method for financial  reporting purposes and accelerated  methods
for income tax purposes.

Earnings per Common Share
The Company adopted Financial Accounting Standards  (SFAS) No.  128,  "Earnings
Per Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.

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



                                        F-10

<PAGE>



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  anti-dilutive  effect on diluted earnings per share are excluded from
the calculation.

Uninsured Cash Balances
The  Company  maintains  its cash  balances at several  financial  institutions.
Accounts  at the  institutions  are  secured by the  Federal  Deposit  Insurance
Corporation up to $100,000.  Periodically,  balances may exceed this amount.  At
December 31, 2000, uninsured balances aggregated $159,136.

Cash and Cash Equivalents
The Company  considers  all highly  liquid debt  instruments  with a maturity of
three  months or less at the time of purchase to be cash  equivalents.  Cash and
cash equivalents consist of checking accounts and money market funds.

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.

Fixed Assets
The cost of property and  equipment is  depreciated  over the  estimated  useful
lives of the related  assets.  The cost of leasehold  improvements  is amortized
over the  lesser  of the  length  of the  lease  of the  related  assets  of the
estimated lives of the assets.  Depreciation and amortization is computed on the
straight line method.

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

Stock-Based Compensation Plans
SFAS No. 123, "Accounting for Stock-Based  Compensation,"  allows for either the
adoption of a fair value  method for  accounting  for  stock-based  compensation
plans or for the continuation of accounting  under  Accounting  Principles Board
("APB") Opinion No. 25,  "Accounting for Stock Issued to Employees," and related
interpretations with supplemental disclosures.

The  Company  has chosen to account for its stock  options  using the  intrinsic
value based method prescribed in APB Opinion No. 25 and,  accordingly,  does not
recognize compensation expense for stock option grants made at an exercise price
equal to or in  excess  of the  fair  market  value of the  stock at the date of
grant.

Websites
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  it  no  longer  provides
substantial  service  potential,  or significant  changes occur in the extent or
manner in which the website is used.  Impairment write off will be recognized in
the period when impairment is deemed by management to have occurred.

The Company is actively pursuing web-site development.  The Company has  adopted
"Financial  Accounting  Standards Board  Emerging  Task Force Consensus  00-2
(FASB EITF 00-2):  Accounting  for Website  Development Costs." The



                                        F-11

<PAGE>



adoption  of this  procedure  relates to the  accounting  for costs of  internal
software, requires that costs of developing web applications and infrastructure,
as  well as cost  of  graphic  development,  be  capitalized,  rather  than  the
historical common practice of same period expense. Costs of website planning and
operation continue to be expensed as normal.

Advertising
The Company  expensed  Advertising  and Marketing  expenditures in the amount of
$316,696  and  $72,906  for  the  years  ended   December  31,  2000  and  1999,
respectively.

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  (loss)  available  to common  shareholders  and
comprehensive income (loss).

Reclassifications
Certain  reclassifications  were made to the 1999 financial statements and notes
thereto in order to conform to the 2000 presentation

Recent Accounting Pronouncements
In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Investments
and  Hedging  Activities"  ("SFAS  No 133")  which  establishes  accounting  and
reporting  standards  requiring that every derivative  instrument be recorded in
the balance  sheet as either an asset or  liability  measured at its fair value.
The  statement  also  requires  that changes in the  derivative's  fair value be
recognized in earnings unless specific hedge  accounting  criteria are met. SFAS
No. 133,  as extended by SFAS No. 137 and amended by SFAS No. 138, is  effective
for all fiscal  quarters  beginning  after June 15,  2000.  The Company does not
expect adoption of SFAS No. 133 to have an effect on its financial statements.

In December 1999, the Securities and Exchange Commission issues Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101), which
provides guidance on the recognition,  presentation and disclosure of revenue in
financial  statements of all public  registrants.  The provisions of SAB 101 are
effective for  transactions  beginning in fiscal year after  September 30, 2000.
The  Company  does  not  expect  adoption  of SAB 101 to have an  effect  on its
financial statements.

NOTE #3 - ACQUISITION AND RESCISSION OF BEVERAGE SOURCE WORLDWIDE, INC.

Pursuant to an  Agreement  of  Purchase  between  Masadi  Resources,  Inc.,  and
Beverage  Source  Worldwide,  Inc.,  dated November 26, 1997, the Company issued
589,287  shares of its $.001 par value common stock in exchange for 1,500 shares
of  Beverage  Sources  Worldwide,  Inc. At December  31,  1997,  the Company had
advanced to its subsidiary, Beverage Source Worldwide, Inc., $200,000 and in the
early  months of 1998 the Company  advanced an  additional  $457,844 to Beverage
Source Worldwide, Inc. Minutes of an Emergency Meeting of the Board of Directors
of the Company dated April 2, 1998, noted that Beverage Source Worldwide,  Inc.,
was without  funds and was  currently  facing  bankruptcy if the Company did not
advance  substantial  working capital funds. On May 5, 1998, the Company filed a
Complaint in the Superior  Court of  California,  County of San Diego,  alleging
that from the closing of the Agreement of Purchase,  officers of Beverage Source
Worldwide,   Inc.,  have  breached  their  respective  duties,  obligations  and
agreements with the Company, secreting and/or attempting to secret the Companies
assets, moving,  transferring,  assigning conveying encumbrances,  sequestering,
using,  disposing of, or shifting, any and all of the assets and property of the
Company,  wrongfully  withdrawing  monies  from  the  Corporate  bank  accounts,
misappropriating  company funds,  co-mingling the operating expenses and cost of
International  Beverage  Corporation  or its wholly  owned  subsidiary  Beverage
Source Worldwide,  Inc., with independent business of the officers and directors
named in the suit.

The rescission action taken with the filing of the complaint on May 5, 1998, and
the cessation of business activities by Beverage Source Worldwide, Inc., the
Company believes its control of Beverage Source Worldwide, Inc. was temporary
and



                                        F-12

<PAGE>


that the cessation of business activities by the Officers of Beverage Source
Worldwide, Inc., cast significant doubt on the Company, as the parent company,
to control the Subsidiary.

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

NOTE  #4 - SOFTWARE DEVELOPMENT FOR LICENSING & RECOGNITION OF INCOME FROM
SOFTWARE LICENSING

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

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

During the year ended  December 31, 2000,  the Company  capitalized  $613,235 in
Proprietary  Software including the Casino software,  Customer Support software,
and  other  new  project  software  that IGW is  developing.  These  capitalized
expensed will be depreciated or amortized over a three year period.

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

NOTE  #5 - STOCKHOLDERS' EQUITY

Preferred Stock
The Company has 25,000,000 shares of preferred stock $.001 par value authorized.
These preferred  shares may be issued in one or more series at the discretion of
the Board of Directors.  As of December 31, 2000,  there are no preferred  stock
outstanding.

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

Common Shares in Treasury
The Company accounts for purchases of treasury shares under the cost method with
the aggregate cost recorded as a reduction of shareholders' equity.



                                        F-13

<PAGE>


Stock Options
The Company agreed to grant options to purchase  225,000 shares of the Company's
common  stock to  employees of one of the  Company's  subsidiaries,  Interactive
Gaming & Wagering,  NV ("IGW"), if IGW attained net income, or net earnings,  of
$207,000 for the year ended December 31, 1998. IGW realized net income in excess
of $207,000 for this fiscal year. In accordance with this performance  bonus, on
April 24, 2000,  pursuant to the  instructions of IGW's managing  director,  the
Company  granted  options to purchase  225,000 shares of common stock to certain
IGW  employees,  of which 18,675  possess an exercise  price of $1.67,  with the
remaining  206,325  are  exercisable  at $0.50 per share.  All  options  must be
exercised with three (3) years of the date of the April 24, 2000 grant.

IGW and the Company had a similar  performance  based option agreement for IGW's
net income,  or net  earnings,  for the years ended  December 31, 1999 and 2000.
However, IGW was not going to reach these performance standards.  Therefore, the
Company and IGW mutually agreed that the Company would grant, as of December 31,
1999,  options to  purchase  475,500  shares of the  Company's  common  stock at
exercise  prices between $1.25 and $1.67 per share.  All of these options expire
on December 31, 2002, if not previously exercised.

A 34% discount was applied to the cost of certain  options  granted for the year
ended December 31, 1999. The Company  believes that this 34% discount was and is
still consistent with the accounting  required by SFAS 123's "fair value pricing
model."  This  discount was applied  because as of December  31,  1999,  (1) the
Company's  common stock had been  de-listed  from the OTC-BB to the Pink Sheets,
(2) the trading volume was so low as to greatly diminish liquidity,  and (3) the
stock  underlying  the  option  will be  unregistered,  restricted  shares  upon
issuance.

The following  schedule details these options and the expense charges comprising
the  difference  in market value based on trading price and the  discounted  per
share price.

<TABLE>
<CAPTION>
                                         Market      Discount    Present     Cost of
Description                              Price       Rate        Value       Option     Expense
         <S>                              <C>         <C>         <C>          <C>        <C>
225,000 Options, expiring 12/31/01      $  1.00       5.5%        $.8516      $.098       $2,027
475,500 Options, expiring 12/31/02      $  1.00       5.5%        $.8985      $.067       $46,598
                                                                                          -------
      Total Expense Recognized for year ended December 31, 1999                           $68,625
                                                                                         =========
</TABLE>


The Company  approved the issuance of 568,293 stock options to key IGW employees
and 252,750 to directors  pursuant to the Company's 2000 ESOP plan. The exercise
price range from $1.00 to $2.50, which was in excess of the trading price on the
date of grant with  expiration  dates  beginning in December 2003 to January 29,
2005.

As of  December  31,  2000,  the  Company  had  outstanding  options to purchase
1,521,543 shares of its common stock and no options have been exercised.

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

<TABLE>
<CAPTION>

                                                      Number          Weighted Average
                                                      Of Shares       Exercise Price
                                                      ---------       ------------------
            <S>                                          <C>                <C>
Outstanding at December 31, 1997                         -                     -
  Granted                                             225,000               0.60
   Exercised                                             -                     -
   Cancelled                                             -                     -

Outstanding at December 31, 1998                      225,000               0.60
  Grandted                                            475,500               1.29
    Exercised                                            -                     -
    Cancelled                                            -                     -

Outstanding At December 31, 1999                      700,500               1.07
  Granted                                             821,043               1.46
   Exercised                                             -                     -
   Cancelled                                             -                     -

Outstanding at December 31, 2000                     $1,521,543            $1.28

</TABLE>

                                        F-14

<PAGE>

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

                                                For the Years Ended December 31,

                                                         2000        1999

Net income (loss) available to common shareholders:
     As reported.............................           $217,662    $(46,917)
     Pro forma..................................         206,167     (46,917)

Basic earnings (loss) per share:
     Common share as reported......................        0.021      (0.005)
     Common share pro forma........................        0.020      (0.005)

Diluted earnings (loss) per share:
     Common share as reported and pro forma........        0.018      (0.004)

Under  SFAS  123,  the value of each  option  granted  during  2000 and 1999 was
estimated on the date of grant using the Black  Scholes model with the following
assumptions:  Risk-free interest rate - 6.5%,  dividend yield - 0%, volatility -
19.3% and expected life of the option - 5 years.

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

Non-Cash Investing & Financing Activities
The  following  is  provided  as  additional  disclosure  to  the  Statement  of
Cashflows:

During the year ended  December 31, 2000, the Company  issued;  5.000 shares for
consulting  services  valued at $6,250;  20,000 shares valued at $15,000;  1,787
shares for technology valued at $2,681;  75,000 shares for note extension valued
at $15,000; and 49,400 shares for technology valued at $ 71,550.




                                        F-15

<PAGE>

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


NOTE #6 - PROPERTY, EQUIPMENT AND DEPRECIATION

Capitalized  amounts are depreciated over the estimated useful life of the asset
using the straight line method of  depreciation.  At December 31, 2000 and 1999,
the Company had property and equipment as follows:

<TABLE>
<CAPTION>

   Assets               2000                               2000            1999           Accumulated
                        Cost       1999 Cost       Life    Depreciation    Depreciation   Depreciation     Basis
    <S>                  <C>          <C>           <C>        <C>            <C>             <C>            <C>
Automobile              70,949     70,949           3       14,189         11,465          25,654          45,295
Proprietary Software    613,235      -0-            3       122,683          -0-          122,683          490,55
Other Software          134,253    117,440          3       22,316         28,222          30,805          103,448
Office Improvements     33,297     25,901           5       6,659          4,205           10,864           22,433
Computer Equipment      910,124    801,234          3       264,954        183,906        475,369           434,755
Websites                790,643    802,813          3       270,050        64,916         334,966           455,677
Furniture & Fixtures    173,026    155,870          3       49,510         28,222           84,092          88,934
   Total                2,725,527  1,974,207                750,361        298,773        1,084,433        1,641,094
                    ===================================================================

Software Design for     357,812    355,347          3        12,021        126,780       249,393           108,419
         Licensing
------------------ --------- --------------- ----------- ------------- ----------- -------
</TABLE>


NOTE #7 - NOTES PAYABLE

<TABLE>
<CAPTION>

The Company has the following notes payable obligations.
                                                                 2000         1999
               <S>                                                <C>          <C>
   Note Payable to an Individual, Interest at 10%,
      Due Date March 31, 2001                                    $115,000     $100,000
   Note to a Related Party at 8% Interest, Due on Demand          115,000     115,000
   Note to a Related Party 10% Interest, Due March 31, 2001       225,000     225,000
   Note to an Unrelated Party, No Interest, Due June 2000            -0-     125,000
   Note to Seller of Website, Due on Demand                       250,000       -0-

   Convertible Debt
   Note to Related  Party,  dated July 18, 2000,  10% Interest     40,000       -0-
      paid monthly, Convertible at $.50 per share before
      August 1, 2001.
   Note to Unrelated Party, dated August 11, 2000, 10% Interest    50,000       -0-
      paid monthly, Convertible at $1.50 per share before
      October 1, 2001.
   Note to Related Party, dated August 2, 2000, 10% Interest       10,000       -0-
      paid monthly, Convertible at $.50 per share before
      March 31, 2001.


                                        F-16

<PAGE>


   Note to Unrelated Parties, dated August 30, 2000, 10% Interest 178,000       -0-
      paid monthly, Convertible at $1.50 per share before
      September 1, 2001.

  Total Notes Payable                                          $  983,000    $ 565,000
    Less Current Portion                                        ( 983,000)   ( 240,000)
                                                            ----------------------------
         Net Long Term Debt                                    $      -0-    $ 325,000
                                                            ============================
</TABLE>


The  Convertible  Notes  Payable  contains a provision  that the Note Holder can
convert the note payable to common at any time prior to the due date.

The Company has leased assets as follows:
               Asset             Cost        Balance
               -----             ----        -------
            Pentium Computer  $  14,348      $  -0-
            Dell Computer        5,260          -0-
            Automobile           43,949       34,853
            Dell Computer        21,085       12,136
                              -------------------------
               Total          $  84,642      $46,989
               Current Portion                17,856
               Long Term Portion              29,133

Following are maturities of debt for each of the three years.
            Year        Note Payable      Capital Lease
            ----        ------------      -------------
            2001        $  983,000        $     13,454
            2002              -0-               11,294
            2003              -0-                4,385
                        -------------  -----------------
               Total    $  983,000        $     29,133


NOTE  #8 - ACQUISITION OF GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

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

On February 27, 1998, IBC issued 589,287 shares to the  shareholders  of BSW. In
March  1998,  IBC  suspended  financing  for  BSW  and the  Board  of  Directors
authorized a  Rescission  of the  Agreement of Purchase and Sale.  On August 13,
1998, IBC believes it only had temporary  control of BSW and in accordance  with
FASB 94, paragraph 13, has not presented  consolidated  financial  statements to
include BSW.  Global  Entertainment  Holdings/Equities,  Inc., a privately  held
corporation,  was  incorporated on April 6, 1998, under the laws of the state of
Colorado.  Interactive  Gaming and Wagering,  Inc.,  NV, (IGW), a privately held
corporation, was incorporated on May 16, 1997, under the laws of the Netherlands
Antilles,  domiciled  in Curacao.  Pursuant to an Agreement of Purchase and Sale
dated June 30, 1998,  the  shareholders  of IGW exchanged 100% of the issued and
outstanding  shares of IGW for 5,134,500,  post 3 for 1 split,  shares of Global
Entertainment  Holdings/Equities,  Inc., (a privately held corporation).  At the
date of the stock exchange  neither  corporation had any established  market for
its shares and no shares had been publicly traded.

Pursuant to a Merger  Agreement  dated  August 27,  1998,  Global  Entertainment
Holdings/Equities,  Inc., the Legal Acquiree and a privately owned  corporation,
agreed to  exchange  one share of its  issued and  outstanding  stock for 1.5 of
International  Beverage  Corporation,  (IBC), a publicly held corporation.  From
April 6, 1998 to August 27, 1998, Global Entertainment Holdings/ Equities, Inc.,



                                        F-17

<PAGE>


had issued  5,586,688  shares  (retroactively  restated)  under the terms of the
Merger  Agreement these shares become 8,380,040  retroactively  restated shares.
The  exchange  of the  shares  gave the  shareholders  of  Global  Entertainment
Holdings/Equities,  Inc.,  control of IBC,  the Legal  Acquirer.  For  statement
presentation Global Entertainment  Holdings/Equities,  Inc., has been considered
to be the  accounting  acquirer.  On September 30, 1998, IBC changed its name to
Global Entertainment Holdings/Equities, Inc.

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

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

APB16,  paragraph  70,  states  that,  "Presumptive  evidence  of the  acquiring
corporation  in  combinations  effected  by an  exchange of stock is obtained by
identifying the former common  stockholder  interest of a combined company which
either  retains  or  receives  the larger  portion  of the voting  rights of the
combined corporation.  That corporation should be treated as the acquirer unless
other evidence clearly indicates that another corporation is the acquirer."

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

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


NOTE #9 - ACQUISITION OF PREVAIL ONLINE, INC., AND WEBSITES PURCHASE

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

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

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

The wheretobet.com website and the netbet.org domain name where acquired from an
unrelated  party for a total sum of $700,000.  At the  acquisition  date Prevail
paid a down  payment  of  $75,000  and  signed  a non  interest-bearing  note of
$225,000  payable in nine  monthly  installments  commencing  one month from the
closing date of the Agreement. In addition,  Global issued 120,000 shares of its
common stock for a value of  $400,000.  The asset  purchase  and sale  agreement
contains the following provision.

The stock that is to be  transferred  to Sellers  contained  therewith a put and
call  provision as follows;  (i) Sellers will have the right to put the stock to
the Purchaser  anytime after six (6) months from the closing,  but before twelve
(12) months from the



                                        F-18

<PAGE>


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

As of December 31, 2000,  the Company had paid the Seller  $150,000 on the right
of redemption  option of the contract with a balance of $250,000 owed at the end
of the year. The shares of stock have been redeemed by the Company.  The 120,000
shares of stock were valued at $400,000.

Earnings per Share
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>

                                             For the Years Ended December 31,
                                             --------------------------------
                                                2000    Per Share       1999    Per Share
                                                        Amount                  Amount
          <S>                                    <C>       <C>           <C>      <C>
EARNINGS PER COMMON SHARE
Net income (loss) available to common
   shareholders........................      $  217,662            $  (46,917)
Weighted average common shares:
   outstanding.........................      10,289,578  0.021    10,301,282    (0.005)
Dilutive effect of convertible debt
   subordinated shares outstanding..........    252,000  0.001       -             -
Dilutive effect of weighted average stock
   options outstanding.....................   1,520,543  0.002       700,500    (0.001)
Diluted common shares outstanding......    $ 12,062,120  0.018     11,001,788   (0.004)

</TABLE>


NOTE #10 - INCOME TAXES

The Company has  incurred  losses that can be carried  forward to offset  future
earnings if all  provisions of the Internal  Revenue Code are met.  These losses
are as follows:

                                                      Expiration
               Year of Loss            Amount           Date
               ------------         ------------        ------
                  1997           $   31,923             2017
                  1998              278,579             2018
                  1999              733,239             2019
                  2000              589,102             2020

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

                                                    Dec. 31, 2000  Dec. 31, 1999

Deferred Tax Asset Balance Beginning of Period    $          -0-  $         -0-
Net Operating Loss Carryforwards                      1,632,843      1,043,741
                                                        555,167         54,872
Valuation Allowance                                    (555,167)      (354,872)
Net Deferred Tax Asset                            $         -0-   $          -0-
Deferred Tax Liability                            $         -0-   $          -0-



                                        F-19

<PAGE>

                                                                Netherlands
                                        Total       USA         Antilles

   Net Income (Loss)                    $217,662   ($589,102)   $  806,767
   Permanent Adjustments                                 -0-      (806,767)

   Net Operating Loss Carryforwards               (1,043,741)          -0-
   Adjusted Taxable Income                       ($1,632,843)          -0-

   Current Income Taxes Payable         $ 16,912   $    -0-     $   16,912

The Company has computed  U.S.  federal  income taxes without the revenue of its
wholly owned foreign  subsidiary.  Federal taxes are computed on current  period
revenues net of net operating losses carried forward from proceeding  period and
credit for foreign taxes.  The Company has also recorded  $16,912 and $11,571 in
taxes due to the Netherlands Antilles based on earnings in Curacao for the years
ended December 31, 2000 and 1999, respectively.

NOTE #11 - OPERATING LEASE OBLIGATIONS

The Company leases office  facilities in Omaha,  Nebraska.  The lease  commenced
February 1, 1999 and terminates January 31, 2004. Lease obligations for the term
of the lease are as follows:
                        Year        Amount
                        ----        ------
                        2001        16,150
                        2002        16,150
                        2003        16,750
                        2004         1,400
                        ------      -------
                        Total     $ 50,450

The subsidiary leases office facilities in Curacao,  Netherlands  Antilles.  The
lease  commences  January  1,  1999 and  terminates  December  31,  2002.  Lease
obligations for the term of the lease are as follows:
                           Year     Amount
                           2001     124,760
                           2002     69,698
                                    ------
                           Total    $ 194,458

In November of 2000, the Company moved its principal  office from Omaha Nebraska
to Paradise Valley,  Arizona. In connection with the change of principal office,
the  Company  is  leasing an office on a  month-to-  month  basis for $1,000 per
month.

For the years ended  December  31, 2000 and 1999 total rent expense was $140,910
per year.

Note #12 - Accounts and Notes  Receivables
The Company has the following accounts  receivable as follows as of December 31,
2000:

                           Amount
                           ------
               Current     316,056
               31-60 Days  194,423
               1-90 Days   165,196
               Over 90 Days   -0-
               Total       $ 675,675


                                        F-20

<PAGE>


The Company has agreed to a notes  receivable  payout of an accounts  receivable
balance  from a major  customer.  The  terms of the note  receivable  call for a
payment of $50,000 per month on the balance of  $1,653,669.  Of the balance due,
$550,000 has been shown as a current  asset with the balance  shown as long-term
asset.

The Company has provided a provision for bad debt in the amount of $119,590.

NOTE #13 - COMMITMENTS AND CONTINGENCIES

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

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

In October of 2000, the Company  switched to A T & T for its bandwidth  service.
The  agreement  calls  for a  monthly  charge  of  $28,597  and does not have an
expiration date.

NOTE #14 - RELATED PARTY TRANSACTIONS

The Managing Director of Interactive Gaming & Wagering, N.V., has loaned the
Company $20,000.  The Company has accrued interest on the loan at 8% interest
per annum.  The former President of Global Entertainment Holdings/Equities,
Inc., has loaned to Interactive Gaming and Wagering, Inc., NV, $60,000 and
interest has been accrued or paid at 8% per annum.

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

In November  2000,  the Company  began  leasing  its  principal  office from its
current President, Don Lisa, for $1,000 per month.

NOTE  #15 - LITIGATION

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

The Company had  accrued  the  $75,000  Settlement  as expense in the year ended
December 31, 1999 and the $75,000 was paid in 2000.



                                        F-21

<PAGE>


The Company is not a party to any other litigation at December 31, 2000.

NOTE #16 - ECONOMIC DEPENDENCY

IGW  receives  a  substantial  portion of its  royalty  fees  revenues  from one
customer.  In 2000 and 1999,  royalties  and other fees from that  customer were
$2,257,514 and $1,861,267 respectively.  At December 31, 2000 and 1999, accounts
and notes  receivable from that customer were  $1,873,757 and  $1,270,205.  This
represents 71% of Gross  Revenues and 88% of total Account  Receivable and Notes
Receivable for IGW.

NOTE #17 - 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 State of America and Curacao,
Netherlands Antilles.

<TABLE>
<CAPTION>

                                        Global       Prevail         Netherlands
                                        USA           USA             Antille         Total

    <S>                     <C>          <C>           <C>               <C>           <C>
License Fees               2000                                      909,031        909,031
                           1999                                      445,000        445,000
Royalty Fees               2000                                      2,826,718      2,826,718
                           1999                                      1,983,773      1,983,773
Hosting Income             2000                                      113,325        113,325
                           1999                                      159,090        159,090
Advertising Income         2000                      723,415          -             723,415
                           1999                      233,736                        233,736
Operating Expenses         2000         568,384      745,634         3,046,555     4,360,573
                           1999         658,329      196,322         1,910,102     2,764,753
Other Income (Expenses)    2000         1,443           57             49,476        50,976
                           1999         (59,353)       107             3,821        (55,425)
Provisions for Income Ta   2000                                        16,912        16,912
                           1999              -           -             11,571        11,571
Net Income (Loss)          2000         (566,940)     (22,162)         806,764       217,662
                           1999         (755,939)     37,521           671,501       (46,917)
Cash                       2000          ( 7,055)     12,409           159,136        164,490
                           1999          19,625        2,921           213,638        236,184
Notes Receivable           2000             -           -             1,653,669     1,653,669
                           1999             -           -                   -             -
Property & Equipment (Ne   2000          53,104        4,528          1,583,462      1,641,094
                           1999          66,300       579,893           993,942      1,640,135
Other Assets (Net)         2000                                         142,464        142,464
                           1999             -           -               135,195        135,195

</TABLE>

NOTE #18 - SUBSEQUENT EVENTS

There have been no subsequent  event that have occurred  since the balance sheet
date that warrant disclosure.




                                        F-22

<PAGE>


Item 8. Changes in and Disagreements with Accountants

On August 30, 2000,  the  Company's  shareholders  approved a proposal to select
Clyde Bailey,  P.C. as the Company's  auditor for the fiscal year ended December
31, 2000. This appointment  represented a change in the Company's auditor, which
was necessitated by the recent death of the principal of the Company's  previous
auditor, Mr. Darrell  Schvaneveldt,  of Darrell Schvaneveldt & Company Certified
Public Accountant ("Schvaneveldt").  Mr. Schvaneveldt died on September 8, 2000.
More  information  regarding  this change in accountant may be obtained from the
Company's Form 8-K filed with the Securities and Exchange Commission on December
4, 2000.

Item 9.  Directors and Executive Officers

Name                  Age         Position
Bryan Abboud          30          Director, Chairman/Treasurer
Donald J. Lisa        65          Director, President/CEO
David S. Wintroub     33          Director
Thomas Glaza          65          Director
Thomas Hawkins        48          Secretary
Steven Abboud         37          Former Director & President

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

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

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


Donald J. Lisa..  Donald J. Lisa was  appointed  as a Director of the Company in
August 2000, and was appointed the Company's  President/CEO on November 1, 2000.
Since 1987,  Mr. Lisa has continued his own  intellectual  property law firm and
his own mergers and acquisitions  consulting business,  Lisa & Company,  both of
which businesses haves been diligently  pursued for the last 13 years. From 1974
through 1987, Mr. Lisa worked for Motorola, Inc. in Schaumburg,  Illinois, where
he  held  positions  of  Division  Patent  Counsel  to the  Automotive  Products
Division,  Executive Director Technology Asset Management, Vice President Patent
Department  and  Corporate  Staff General  Patent  Counsel,  Vice  President and
Proprietary Rights Litigation Counsel, and finally,  Vice President and Director
of Acquisitions  where he was responsible for all acquisitions,  joint ventures,
and  divestiture  activities,  and for  coordination  of  appropriate  corporate
support functions and sector/group representation in such activities,  including
accounting,  international and domestic finance, human resources,  and law. From
1965- 1974, Mr. Lisa rose to become a general partner in the New York City based
patent law firm of Kenyon & Kenyon.  Mr. Lisa  received  his Masters of Business
Administration Degree from the University of Chicago Graduate School of Business
in 1987,  his Juris  Doctor  Degree  from  Harvard  Law School in 1965,  and his
Bachelor of Science in  Engineering  Degree from the U.S. Naval Academy in 1957.
Mr. Lisa was a U.S. Naval Officer  between 1957 -1962 serving as an all- weather
jet fighter pilot rising to the rank of Lieutenant and  accumulating  1200 hours
of first pilot time in high  performance  military jet  aircraft  with 350 total
carrier landings (150 at night) aboard the USS Forrestal and USS Independence.

David S. Wintroub.  Mr. Wintroub has served as a Director since January 18,
2000.  He also served as the Company's CEO/President from January 18, 2000 until
he resigned on October 31, 2000.  Mr. Wintroub from 1995 to the present has



                                         23

<PAGE>


worked  with the firm of  Wintroub,  Rinden,  Sens & McCreary,  with  offices in
Omaha,  Chicago,  Minneapolis,  Des Moines and Austin, Texas, as an attorney and
specialized  in Corporate  and Internet  Law. Mr.  Wintroub has had  significant
experience  with many start-up  internet  companies,  including  on-line gaming,
on-line lottery, on-line sports handicapping, on-line news, on-line broadcasting
and many on-line  retail sites selling items ranging from women's shoes to wine.
Mr. Wintroub's  experience in on-line gaming included the initial legal research
into the legality of on-line  gaming for several  on-line  gaming clients all of
whom have active and prosperous  sites.  Mr.  Wintroub has also had  significant
experience   working  on  capitalization   projects  for  his  on-line  clients.
Additionally, Mr. Wintroub has been heavily involved in lottery projects and on-
line  lottery  start-ups  on the  continent  of Africa for one of his  corporate
clients.  Mr.  Wintroub also has experience  representing  land-based and online
gaming clients like Harvey's  Resorts and Casino,  Inc. Mr.  Wintroub earned his
undergraduate  degree in English from the  University  of Nebraska at Lincoln in
1990 and his Juris Doctor from Creighton University in 1995.

Thomas Glaza.  Mr. Glaza accepted his appointment to the Company's board of
directors in February 2001.  Mr. Glaza recently retired from the MAPICS Corp.,
where he continues to provide occasional consulting services.  Mr. Glaza serves
on the boards of directors of one reporting company, On Line Power (NASDAQ. BB:
OPWR), a public start-up company who has patented a new type of power supply
which significantly reduces there size and heat dissipation while dramatically
increasing efficiency.  Between 1988 and 1998, Mr. Glaza held a variety of
positions, up to Vice President of Business Development and Strategy, for MAPICS
Corp.  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 CEO / COO.  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 BBA from the U of
Michigan where he majored in marketing and finance.

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

Steven Abboud.  Mr. Steven Abboud, is a co-founder of the Company, and from the
Company's inception in June 1998, until January 2000, Mr. Abboud served as a
Director and President of the Company.  In January 2000,  Mr. Abboud resigned as
President of the Company, and he resigned as a director in August 2000.  His
expertise in investment banking, has brought the Company from a position of
insolvency in June 1998 to an equity value of approximately $2.0 million and a
market capitalization of $30 million in August 1998, shortly after going public.
 Mr. Abboud has been instrumental in providing equity and debt financing, audit
coordination and cost accounting to Interactive Gaming & Wagering (IGW), a
wholly owned subsidiary of the Company.  In 1989, Mr. Abboud founded Shining
Star Investments, Inc. and to the present time, Mr. Abboud holds the positions
of President and Director.  Mr. Abboud was responsible for numerous venture
capital fund raising activities, mergers and acquisitions, and various other
investment banking services.  Mr. Abboud from 1990 to 1994 was the co-founder
and managed Vista International, a consumer electronics import/export mail order
distribution center.  Mr. Abboud serves as a financial consultant to Masadi
Financial Services, Inc., and Camelot Investments, Inc.  Mr. Abboud received his
Bachelor of Science in Finance from Arizona State University in May 1993.



                                         24

<PAGE>


All directors  receive annual options to purchase 20,000 shares 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 30 days prior to the granting of such
options.  Granting occurs at the annual shareholder  meeting.  All Directors are
reimbursed for out-of-pocket  expenses incurred in connection with the Company's
business.

Item 10.    Executive Compensation

No  compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer of the Company during the fiscal years 2000, 1999 or 1998. The
following table provides  summary  information for the years 2000, 1999 and 1998
concerning cash and noncash compensation paid or accrued by the Company to or on
behalf of its chief executive officer for the appropriate years.

                            SUMMARY COMPENSATION TABLES


                 Annual Compensation
-----------------------------------------------------

     Name and                                                  Other Annual
Principal Position          Year    Salary ($)     Bonus ($)   Compensation ($)
------------------------------------------------------------------------------
Donald J. Lisa, President   2000    $60,000         - 0 -            (1)
------------------------------------------------------------------------------
David Wintroub, President   2000    $48,000         - 0 -            (2)
------------------------------------------------------------------------------
Steven Abboud, President    1999    $34,000         - 0 -           - 0 -
------------------------------------------------------------------------------
Steven Abboud, President    1998      - 0 -         - 0 -           - 0 -
------------------------------------------------------------------------------


<TABLE>
<CAPTION>


         Long Term Compensation
-----------------------------------------
             Awards              Payouts
-----------------------------------------
                                        Restricted      Securities Underlying   LTIP            All Other
Name and Principal Position     Year    Stock Award(s)  Options/SARs(#)         Payouts ($)     Compensation ($)
         <S>                    <C>         <C>               <C>                 <C>                <C>
-------------------------------------------------------------------------------
Donald J. Lisa, Preident        2000    - 0 -                - 0 -                - 0 -            - 0 -
-------------------------------------------------------------------------------
David Wintroub, Preident        2000    5,000                - 0 -                - 0 -            - 0 -
-------------------------------------------------------------------------------
Steven Abboud, President        1999    1,000                - 0 -                - 0 -            - 0 -

-------------------------------------------------------------------------------
</TABLE>


(1) For his  services,  Lisa was granted an option to purchase  18,639 shares of
common stock through January 29, 2005, at an exercise price of $1.25 per share.

(2) For his  services,  Wintroub  was granted  (i) an option to purchase  19,000
shares of common stock through  January 29, 2005, at an exercise  price of $1.25
per share,  and (ii) an option to purchase 55,000 shares of common stock through
January 29, 2005, at an exercise price of $2.25 per share.

(3) On  December  31,  1999,  Abboud  received  1,000  restricted  shares of the
Company's  common stock,  which,  when valued at the common  stock's  prevailing
market price of $1.00 per share, was valued at $1,000.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets  forth  information  as of March 5,  2001,  based on
information  obtained  from  the  persons  named  below,  with  respect  to  the
beneficial ownership of the Common Stock by (i) each person known by the Company
to own  beneficially  5% or more of the Common  Stock,  (ii) each  director  and
officer of the Company and (iii) all directors and officers as a group:





                                         25

<PAGE>

Name of Beneficial Owner(1)   Shares Owned Beneficially        Percent Owned (2)
------------------------      --------------------------------------------------

Steven Abboud (3) (4) (5)            2,317,604.5 (6)               21.0%
Joann Abboud (4)                       666,260                      6.0%

Name of Officers & Directors(1)  Shares Owned Beneficially(2)  Percent Owned (2)
----------------------------------------------------------  -----------------
Bryan Abboud (3) (4) (5)             3,323,318.9 (7)               30.2%
Donald J. Lisa                         121,639 (8)                  1.1%
David Wintroub                          79,000 (9)                   *
Thomas Hawkins                           3,000                       *

Officers & Directors as a group      3,526,957.9                   32.0%

*  Less than 1%

(1)   No officer, director or security holder listed above owns any warrants,
options or rights, except as otherwise specified in these notes. (See "Certain
Relationships and Related Transactions.")

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

(3) Steven Abboud is a principal  beneficial owner of 88% of the voting stock of
Shining Star ("SSI") and Bryan Abboud is a principal  beneficial owner of 12% of
the voting stock of SSI. SSI owns a total of 922,358 shares of Global, therefore
811,675.04  of SSI's  shares are owned by Steven  Abboud and are included in his
ownership  figure in the above table,  and the remaining  110,682.96  shares are
owned by Bryan Abboud and are also included in his ownership figure in the above
table.

(4) Bryan  Abboud and Steven  Abboud are brothers and Joann Abboud is the mother
of Bryan and Steven Abboud.  Joann Abboud is the principal  beneficial  owner of
100% of the voting stock of the Abboud  Family  Trust.  The Abboud  Family Trust
owns  90,500  shares of Global.  The 90,500  shares are  reflected  in the total
666,260 shares owned by Joann Abboud.

(5) Gene Abboud is the principal and beneficial owner of 50% of the voting stock
of Masadi Financial, which owns a total of 627,001 shares of Global. Gene Abboud
is a second cousin of Bryan and Steven  Abboud.  Steven Abboud is the beneficial
owner of the remaining 50% of Masadi Financial.  Gene and Steven Abboud each own
313,500.50  shares of the  627,001  total  shares  Masadi  owns in  Global.  The
313,500.50  shares owned by Steven Abboud are  reflected in his total  ownership
figure in the table above.

(6) 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.

(7) Includes 424,936 shares  beneficially owned by Bryan Abboud by virtue of his
ownership of (i) an option to purchase  150,000  shares of common stock  through
January 31, 2005, at the exercise price of



                                         26

<PAGE>


$1.00 per share,  and (ii) an option to purchase  20,000  shares of common stock
through January 29, 2005, at an exercise price of $1.25 per share,  and (iii) an
option to purchase  78,936 shares of common stock through  December 31, 2001, at
an exercise  price of $0.50 per share,  and (iv) an option to  purchase  176,000
shares of common stock through  December 31, 2002, at an exercise price of $1.25
per share.

(8) Includes 18,639 shares beneficially owned by Lisa by virtue of his ownership
of an option to  purchase  18,639  shares  of common  stock at any time  through
January 29, 2005, at an exercise price of $1.25 per share.

(9)  Includes  74,000  shares  beneficially  owned by  Wintroub by virtue of his
ownership of (i) an option to purchase  19,000  shares of common  stock  through
January 29, 2005, at an exercise price of $1.25 per share, and (ii) an option to
purchase  55,000 shares of common stock through January 29, 2005, at an exercise
price of $2.25 per share.

Item 12.    Certain Relationships and Related Transactions

Mr. Steve Abboud, Financial Consultant and Director of the Company, and Mr.
Bryan Abboud, Chairman of the Board and Treasurer of Global Entertainment
Holdings/Equities, Inc. and Managing Director of Interactive Gaming & Wagering,
NV, are brothers and are the principal beneficial owners of 88% and 12%,
respectively, of the voting stock of Shining Star, a shareholder of the Company.

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

On December 31, 1998, Steve Abboud,  Financial Consultant of the Company, loaned
to IGW $20,000 at an accrued interest of eight percent (8%) per annum. This debt
has not yet been repaid.

On August 1, 1998, Bryan Abboud,  the Managing Director of Interactive  Gaming &
Wagering,  N.V. and Chairman of the Company, loaned to IGW $20,000 at an accrued
interest of eight percent (8%) per annum. This debt has not yet been repaid.

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




                                         27

<PAGE>


On July 21,  1998,  Mr.  James  Zilligen,  by virtue of a  Subscription  Lending
Agreement with a Stock Option "Kicker", loaned the Company $100,000. In the 13th
through  the 23rd  month of the  loan,  the  Company  is to make  principle  and
interest  payments with a balloon due in July of 2000. As further  inducement to
make the loan, Mr. Zilligen  received an option to purchase 45,000  (post-split)
unregistered shares of the Company's  restricted $.001 par value common stock at
a strike price of $0.41 per share. On October 20, 1998, the market price for the
Company's  common  stock was  approximately  $2.66  per  share and Mr.  Zilligen
exercised his option by paying to the Company,  $18,750.  On March 22, 2000, Mr.
Zilligen agreed, by virtue of a Letter of Understanding, to a 12 month extension
for payment due on the $100,000  Note with the  condition  that GAMM is to begin
interest  payments at the end of each month with the first payment  beginning on
April 30, 2000 based on the principal plus accrued  interest on the Note through
March 31, 2000.

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

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

Item 13.  Exhibits and Reports on Form 8-K

(a)  Index  to  Exhibits.  Exhibits  required  to be  attached  by  Item  601 of
Regulation S-B are listed in the Index to Exhibits  beginning on page 18 of this
Form 10-KSB, which is incorporated herein by reference.

(b) Reports on Form 8-K. The Company filed on Form 8-K during the fourth quarter
of the year ended December 31, 2000, on December 4, 2000, relating to its change
in certifying accountant.



                                         28

<PAGE>


                                     SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized this 23rd day of March 2001.


Global Entertainment Holdings/Equities, Inc.


Donald J. Lisa, President & CEO


      In accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

Signature                     Title                         Date


_____________________         Chairman of Board of DirectorsMarch 23, 2001
Bryan Abboud                        Treasurer


/s/ Donald J. Lisa            Director, President/CEO       March 23, 2001
Donald J. Lisa


/s/ David S. Wintroub         Director                      March 23, 2001
David S. Wintroub


/s/ Thomas Glaza              Director                      March 23, 2001
Thomas Glaza






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<PAGE>

                                 INDEX TO EXHIBITS



Exhibit No.      Description of Document
---------------- ---------------------------------------------------------


3.0              Articles of Incorporation*
4.0              Bylaws*
27.0             List of Subsidiaries*

---------------- ---------------------------------------------------------


*Exhibits have been previously reported on Form 10-SB.




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