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

                                  FORM 10-KSB
                                  Amendment 3

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

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

Commission file number: 0-27637

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

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

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

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

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

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

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

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

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

Issuer's revenues for the fiscal year ended December 31, 1999, was $2,821,599.

Aggregate market value of voting stock held by  non-affiliates  of the issuer as
of December 31, 1999 was $6,919,858.


<PAGE>



Number of shares of common  stock,  no par value,  outstanding  on December  31,
1999, was 9,940,353.


<PAGE>



                                   FORM 10-KSB
                                TABLE OF CONTENTS


ITEM 1.           DESCRIPTION OF BUSINESS......................................1
                           1:1 Company Description.............................1
                           1:2 Products and Services...........................3
                           1:3 Growth Strategy.................................4
                           1:4 Technology......................................6
ITEM 2.           DESCRIPTION OF PROPERTY......................................7
ITEM 3.           LEGAL PROCEEDINGS............................................7
ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..........8
ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS......................................................8
ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                   ...........................................................10
                           6:1 Results of Operations..........................10
                           6:2 Liquidity and Capital Resources................14
                           6:3 Impact of Inflation............................15
                           6:4 Contingencies..................................15
                           6:5 Year 2000 Risks................................15
                           6:6 Year End 2000 Projections......................16
ITEM 7.           FINANCIAL STATEMENTS........................................17
ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS...............20
ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS............................20
ITEM 10.          EXECUTIVE COMPENSATION......................................22
ITEM 11.          SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
                  HOLDERS ....................................................23
ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .............24
ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K............................25



<PAGE>



ITEM 1.           DESCRIPTION OF BUSINESS

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

Forward-Looking Information-General

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

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

1:1 Company Description

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

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

Masadi's purpose for  incorporation  was to pursue its business  activity in the
oil  and  gas  exploration  and  production  business  within  the  geographical


                                        1

<PAGE>


boundaries of the North  American  Continent  with  emphasis on the  Continental
United States. On November 15, 1997,  Masadi's  shareholders voted to change its
business  direction  and pursue  opportunities  in the Beverage  Industry and on
February  10,  1998,  changed its name to  International  Beverage  Corporation.
Pursuant to the change in business direction, International Beverage Corporation
entered into a Purchase and Sale Agreement with Beverage Source Worldwide,  Inc.
whereby Beverage Source Worldwide,  Inc. became a wholly owned  subsidiary.  The
Purchase  and  Sale  Agreement  with  Beverage   Source   Worldwide,   Inc.  was
subsequently  rescinded for nonperformance by International Beverage Corporation
and Beverage Source Worldwide, Inc.

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

The  Company's  stock is  presently  traded  on the NASD Pink  Sheets  under the
trading symbol "GAMM." The Company is a holding company,  whose primary business
focus is on Internet  companies  operating in the online gaming software sector.
The  Company  provides  financial  advisory  services,  including;  mergers  and
acquisitions,  capital  investment and general  investment  banking  services to
emerging  Internet related  companies.  Currently,  the Company owns 100% of the
issued and outstanding stock of Interactive  Gaming and Wagering (IGW) and as of
the September 20, 1999,  acquired  100% of the issued and  outstanding  stock of
Prevail  Online,  Inc.  a Colorado  Corporation  with  principal  offices in San
Francisco, CA.

Interactive-Gaming & Wagering N.V.

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

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

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

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


                                        2

<PAGE>



Prevail Online, Inc.

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

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

1:2 Products and Services

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

Set-up

        1. Assistance in procuring 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

        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



                                        3

<PAGE>



provides  four (4) casino  style Java Games  (Videopoker,  Blackjack,  Roulette,
slots) for players to wager on, with several  additional Java games projected to
be released throughout FY2000.

1:3 Growth Strategy

The development of  telecommunications  and the emergence of new technology have
created  opportunities  to develop  new,  efficient  and secure  ways to deliver
information and entertainment to consumers. The Company intends to capitalize on
its technological  niche and expertise to become a world leader in online gaming
software  systems.  The Company's key strategic  objectives are to: (i) continue
supporting core holdings of Internet gaming software  development and licensing;
(ii) expand to other Internet markets,  through  acquisitions in the content and
publishing  markets;   and  (iii)  The  company  will  pursue  opportunities  in
e-commerce through the Company's wholly owned subsidiary,  IGW. The Company will
develop the software to integrate  the banking  operation  for  e-commerce.  The
Company will continue to develop software that enables  e-commerce through their
licensee's  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: (i)  continuing to
enhance its technology;  (ii) seeking key strategic  alliances with unidentified
companies  that  are  in  the  Internet/Technology/Software   based  industries,
technologically advanced, that are currently solvent, are beyond the development
stage, have positive operating cash  flows/financially  stable,  have a seasoned
management  team, and are efficiently  staffed;  and (iii) developing brand name
recognition through cross marketing and merchandising.

Expand Market Integration

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

Maintain High Quality, Innovative Products and Services

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


                                        4

<PAGE>



Continue Technology Development

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

Sales and Marketing Strategy

The Company's  sales and marketing  functions are conducted  through Curacao and
San Francisco offices. As of September 1, 2000, the sales and marketing team was
comprised of six (6) sales and marketing  professionals.  The managers  hired to
date are experienced  professionals with in-depth knowledge of Internet software
and the gaming industries.

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

Competitive Environment

The Company  estimates that there are currently  over 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.

1:4 Technology

Redundant High-Speed Network

IGW has constructed a  transaction-oriented  server hosting facility in Curacao.
Tightly  integrated  with the  Internet  connection,  the server  farm  offers a
dedicated,  fully duplexed gateway into the global Internet. Taking advantage of



                                        5

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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 is
provided by Antelecom and Teleglobe and  contributes to responsive game play and
uptime for the licensees.  Each gaming  transaction is stored on a database that
is replicated for redundancy and backed up online to prevent data loss.

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

ITEM 2.           DESCRIPTION OF PROPERTY

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

ITEM 3.           LEGAL PROCEEDINGS

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

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



                                        6

<PAGE>




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

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

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

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS

The Company's  common stock  currently  trades on the NASD Pink Sheets under the
symbol "GAMM." The stock's symbol has been "GAMM," except for the period between
November  5, 1999 to December 2, 1999  during the 4th  Quarter,  1999,  when the
Company's  common  stock  traded  under the symbol  "GAMME."  The high,  low and
closing trading price, as well as the aggregate volume, for the Company's common
stock for each fiscal  quarter  since July 1, 1998,  are listed in the following
table:

Quarterly GAMM Stock Trading Summary



Quarter                High         Low          Close          Volume
------------------- ----------  ----------  -------------  ---------------

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

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

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

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

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

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

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

3rd Quarter 1999     $7.00*       $1.87*        $2.875*         311,800

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

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

GAMME
4th Quarter 1999     2.625         1.3125        1.50            50,100

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


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1st Quarter 2000     5.00          1.00          1.5625         255,900

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

2nd Quarter 2000     2.00          1.00          1.35            57,700

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

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

Stock Options

As of October 5, 2000, the Company had outstanding  options to purchase  700,500
shares of its common stock.  Options to purchase  225,000 shares were granted as
of  December  31,  1998,  all of which  expire  on  December  31,  2001,  if not
previously  exercised.  The remaining  options to purchase  475,500  shares were
granted as of December  31, 1999,  all of which expire on December 31, 2002,  if
not previously exercised. These options are held by the following individuals:


List of Options Which Were Granted as of
12/31/98, All of Which Expire 12/31/01
-----------------------------------------------------------------------
Name of Optionee      # of Shares            Exercise Price
-------------------- --------------------- ----------------------------

Bryan Abboud               78,936                 0.50
-------------------- --------------------- ----------------------------
Todd Elmquist              55,257                 0.50
-------------------- --------------------- ----------------------------
Denny Walker               31,575                 0.50
-------------------- --------------------- ----------------------------
Scott Van Kirk             23,682                 0.50
-------------------- --------------------- ----------------------------
Ramirez Valeriano           2,250                 1.67
-------------------- --------------------- ----------------------------
Jeff Imray                  7,875                 0.50
-------------------- --------------------- ----------------------------
Matt Olden                  6,750                 1.67
-------------------- --------------------- ----------------------------
Tim Shanahan                2,250                 1.67
-------------------- --------------------- ----------------------------
Michael Shepherd            6,000                 0.50
-------------------- --------------------- ----------------------------
Ron Pereira                 4,500                 1.67
-------------------- --------------------- ----------------------------
Mike Terrell                3,000                 0.50
-------------------- --------------------- ----------------------------
Brenda Tuller               2,250                 1.67
-------------------- --------------------- ----------------------------
Paul Pereira                  675                 1.67
-------------------- --------------------- ----------------------------
           Total          225,000


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List of Options Which Were Granted as of
12/31/99, All of Which Expire 12/31/02


Name of Optionee         # of Shares          Exercise Price
-------------------- --------------------- -----------------------------

Bryan Abboud              176,000                 1.25
-------------------- --------------------- -----------------------------
Todd Elmquist             124,000                 1.25
-------------------- --------------------- -----------------------------
Scott Van Kirk             84,000                 1.25
-------------------- --------------------- -----------------------------
Jeff Imray                 28,000                 1.25
-------------------- --------------------- -----------------------------
Ramirez Valeriano           5,300                 1.67
-------------------- --------------------- -----------------------------
Guy Moss                    2,350                 1.67
-------------------- --------------------- -----------------------------
Brian Bruce                 5,300                 1.50
-------------------- --------------------- -----------------------------
Edvar Pereira               1,000                 1.67
-------------------- --------------------- -----------------------------
Tim Shanahan                5,000                 1.67
-------------------- --------------------- -----------------------------
Denny Walker                5,000                 1.67
-------------------- --------------------- -----------------------------
David McIntosh              5,000                 1.25
-------------------- --------------------- -----------------------------
Ricardo Carvajal            5,000                 1.25
-------------------- --------------------- -----------------------------
Erik Van Maren              8,050                 1.67
-------------------- --------------------- -----------------------------
Rui Barbosa                   500                 1.67
-------------------- --------------------- -----------------------------
Nancy Urselita              1,000                 1.67
-------------------- --------------------- -----------------------------
Alistair Assheton          20,000                 1.67
-------------------- --------------------- -----------------------------
     Total                475,500

As of September 1, 2000, there were 8,423,719 shares of restricted Common Stock,
pursuant  to Rule  144  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act").

Holders of Record:

As of  September 1, 2000,  there were one hundred  thirty-six  (136)  holders of
record of the Company's Common Stock

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

6:1 Results of Operations

General

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

For the Year  ended  December  31,  1999,  Prevail  generated  revenues  of over
$233,000,  which accounted for  approximately  8% of the Company's  revenues for


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that period. The Company  anticipates that over the next three years, 2000, 2001
and 2002 revenues  generated through Prevail are anticipated to increase to $1.3
million, $2.1 million and $2.6 million, respectively.

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

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

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

Since the beginning of January 1999,  through  December 31, 1999,  revenues from
all  components  of the software  licensing  business,  which  include  software
licensing,  Website  services and software  licensing  royalties  have undergone
tremendous growth and generated revenues over $2.8 Million.

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

Selected Statement of Operations Information

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


Total Revenues                  $2,821,599                      $  980,563
Total Expenses                   2,786,780                       1,243,224
Income (Loss) From Operations       34,819                        (262,661)
Total Other Income (Expense)       (55,425)                        (15,918)



                                       10

<PAGE>



Net Profit (Loss)               (32,177)                          (278,579)

Selected Balance Seet Information

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

Total Current Assets            $1,869,295                      $1,088,155
Total Current Liabilities          762,021                         228,767
Total Property & Equipment       1,640,135                          62,923
Total Liabilities                1,122,416                         282,235
Total Other Assets                 135,195                         280,424
Total Assets                     3,644,625                       1,431,502
Net Shareholders' Equity         2,522,209                       1,149,267

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

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

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

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

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


                                       11

<PAGE>



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

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

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

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

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

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

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

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



                                       12

<PAGE>



6:2 Liquidity and Capital Resources

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

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

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

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


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


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

6:3 Impact of Inflation

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


                                       13

<PAGE>



6:4 Contingencies

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

6:5 Year 2000 Risks

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

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

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

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

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

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

The  Company  has   completed  its  Year  2000   compliance   review  and  asset
inventorying.  The critical  systems are computer  hardware,  business  critical
off-the-shelf software, and telecommunications.  The Company's critical hardware
is  no  more  than   one-year-old  and  Y2K  compliance   information  from  the
manufacturers  has been obtained and documented.  The existing critical hardware
is 100%  compliant.  Critical  development,  operating  systems and  application
off-the-shelf  software is  approximately  90% from  Microsoft and statements of
compliance  have been attained by those who are compliant.  The Company also has
statements  of   compliance   from  Setel  N.V.  and   Antelecom   N.V.,   their
telecommunications  providers - both warrant 100%  compliance.  The Company will
continue  to  monitor  critical  vendors  for any  changes  in their  compliance
statements. All newly acquired hardware systems, operating systems, and software
are required to be vendor certified for Year 2000 compliance.


                                       14

<PAGE>



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

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

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

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

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

6:6 Year End 2000 Projections

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

ITEM 7.           FINANCIAL STATEMENTS

The following information is being provided  supplementally to the the Company's
audited  financial  statements  found  herein on page F-1 and  should be read in
conjunction with such statements.

1.   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 (AIGW@),  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.  These
     options  are  exercisable  at not less  than  $1.50 per share for three (3)
     years.

                                       15

<PAGE>



     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.

     As of September 1, 2000,  the Company had  outstanding  options to purchase
     700,500 shares of its common stock. A summary  schedule of the outstanding,
     unexercised  options  granted as of December  31,  1998,  and a schedule of
     those granted as of December 31, 1999 is found in Item 9 above.

2.   A 34% discount was applied to the cost of certain  options  granted for the
     year  ended  December  31,  1999,  as  specified  in Note 5 to the  audited
     financial statements for the Company=s fiscal 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 Afair 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      $22,027
          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>

3.       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 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.

                                       16

<PAGE>






          Global Entertainment Holdings/Equities, Inc., & Subsidiaries
                       Consolidated Financial Statements


                         December 31, 1999, 1998 & 1997








<PAGE>



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



         Independent Auditors Report

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

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

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

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

/s/Darrell Schvaneveldt

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


                                      F-1

<PAGE>


<TABLE>

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

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

Property & Equipment (Note #6)
         Automobile - Net                                              59,484             -0-           -0-
         Package Software - Net                                       108,951           4,859           -0-
         Office Improvements - Net                                     21,696           1,970           -0-
         Computer Equipment - Net                                     590,819          40,664           -0-
         Furniture & Fixtures - Net                                   121,288          15,430           -0-
         Websites (Note #9)                                           737,897             -0-           -0-
                                                               ---------------  --------------  ------------
                  Total Property & Equipment                        1,640,135          62,923           -0-

Other Assets
         Security Deposit                                              17,220          13,626           -0-
         Software Design & Development - Net (Note #4)                117,975         216,798           -0-
         Receivable BSW - Net (Note #3)                                   -0-          50,000       200,000
         Investment - BSW (Note #3)                                       -0-             -0-         1,375
                                                               ---------------  --------------  ------------
                  Total Other Assets                                  135,195         280,424       201,375
                                                               ---------------  --------------  ------------
                  Total Assets                                 $    3,644,625   $   1,431,502   $   455,851
                                                               ===============  ==============  ============
</TABLE>


The accompanying notes are an integral part of these financial statements

                                      F-2

<PAGE>


<TABLE>

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

                                                                        December          December         December
                                                                        31, 1999          31, 1998         31, 1997
                                                                  ---------------  ----------------  ---------------
                  Liabilities & Stockholders' Equity
<S>                                                             <C>                <C>              <C>

Current Liabilities
         Accounts Payable                                         $      304,021   $        23,844   $          -0-
         Accrued Expenses                                                 13,471               -0-              -0-
         Accrued Interest                                                 40,170            12,565              -0-
         Accrued Wages                                                    49,930            17,800              -0-
         Customer Deposits                                                35,880               -0-              -0-
         Current Portion - Capital Leases (Note #7)                       31,285             9,558              -0-
         Current Portion - Notes Payable (Note#7)                        240,000           165,000          250,000
         Note Payable - Line of Credit                                    35,693               -0-              -0-
         Income Taxes Payable                                             11,571               -0-              -0-
                                                                  ---------------  ----------------  ---------------
                  Total Current Liabilities                              762,021           228,767          250,000

Long Term Liabilities
         Notes Payable (Note #7)                                         565,000           215,000              -0-
         Less Current Portion (Note #7)                                 (240,000)         (165,000)             -0-
                                                                  ---------------  ----------------  ---------------
                  Total Long Term Notes Payable                          325,000            50,000              -0-

         Capital Lease Payable (Note #7)                                  35,395             3,468              -0-
                                                                  ---------------  ----------------  ---------------
                  Net Long Term Liabilities                              360,395            53,468              -0-
                                                                  ---------------  ----------------  ---------------
                  Total Liabilities                                    1,122,416           282,235          250,000

Stockholders' Equity
         Preferred Stock, 25,000,000 Shares Authorized,
           at $.001 Par Value, None Issued
         Common Stock 100,000,000 Shares Authorized,
           Par Value of $.001; 9,940,353; 9,455,682 &
           891,963 Shares Issued & Outstanding
           Respectively Retroactively Restated                             9,940             9,456              891
         Paid In Capital                                               2,869,688         1,450,313          236,883
         Retained Earnings (Deficit)                                    (357,419)         (310,502)          (31,923)
                                                                  ---------------  ----------------  ---------------
                  Net Stockholders' Equity                             2,522,209         1,149,267          205,851
                                                                  ---------------  ----------------  ---------------
                  Total Liabilities &
                  Stockholders' Equity                            $    3,644,625   $     1,431,502   $      455,851
                                                                  ===============  ================  ===============
</TABLE>




The accompanying notes are an integral part of these financial statements

                                       F-3

<PAGE>


<TABLE>

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

                                                                December          December         December
                                                                31, 1999          31, 1998         31, 1997
                                                          ---------------  ----------------  ---------------
<S>                                                      <C>              <C>               <C>
Revenues
         License Fees                                     $      445,000   $       150,000   $          -0-
         Royalty Fees                                          1,983,773           812,018              -0-
         Hosting Income                                          159,090            18,545              -0-
         Advertising Revenues                                    233,736               -0-              -0-
                                                          ---------------  ----------------  ---------------
                  Total Revenues                               2,821,599           980,563              -0-

Expenses
         Bad Debt Provision                                       71,800               -0-              -0-
         Uncollectible Fees Written Off                          180,030               -0-              -0-
         Amortization                                            191,696           110,592              -0-
         Depreciation                                            233,857            35,299              -0-
         Rents                                                   225,593            78,855            1,041
         Professional Fees                                       138,058            61,864           30,342
         Travel                                                   57,904            47,551              -0-
         Financial & Investor Relations                          149,829               -0-              -0-
         Administrative Expenses                                 461,797           153,103            1,865
         Consulting                                              749,334           148,116              -0-
         Advertising                                              72,906               -0-              -0-
         Write Off Impaired Asset (Note #3)                          -0-           607,844              -0-
         Litigation Settlement (Note #15)                         75,000               -0-              -0-
         Bandwidth Expenses                                      125,091               -0-              -0-
         Options Issued Expense (Note #5)                         68,625               -0-              -0-
                                                          ---------------  ----------------  ---------------
                  Total Expenses                               2,801,520         1,243,224           32,948
                                                          ---------------  ----------------  ---------------

         Income (Loss) from Operations                            20,079          (262,661)         (32,948)
                                                          ---------------  ----------------  ---------------
Other Income (Expenses)
         Interest (Expense)                                      (59,353)          (21,220)            (500)
         Interest Income                                           3,928               782            1,525
         Forgiveness of Debt                                         -0-             4,520              -0-
                                                          ---------------  ----------------  ---------------

                  Total Other Income (Expenses)                  (55,425)          (15,918)           1,025
                                                          ---------------  ----------------  ---------------
</TABLE>




The accompanying notes are an integral part of these financial statements

                                       F-4

<PAGE>


<TABLE>

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

<CAPTION>

                                                                        December          December         December
                                                                        31, 1999          31, 1998         31, 1997
                                                                  ---------------  ----------------  ---------------
<S>                                                               <C>              <C>              <C>

                  Income (Loss) Before Taxes                             (35,346)        (278,579)         (31,923)

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

                  Net (Loss)                                      $      (46,917)  $     (278,579)   $     (31,923)
                                                                  ===============  ================  ===============

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

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

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

         Weighted Average Shares & Options
           Outstanding                                                10,338,897         7,855,533          799,998
</TABLE>

The accompanying notes are an integral part of these financial statements

                                      F-5

<PAGE>


<TABLE>

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

                                                                Common Stock       Paid In         Retained
                                                 Shares           Amount           Capital         Earnings
                                            --------------------------------------------------------------------
<S>                                          <C>             <C>                 <C>            <C>

Balance, July 10, 1997                             -0-       $       -0-         $     -0-        $     -0-

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

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

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

Cost of Shares Sold                                                               (22,826)

Net Loss for the Year Ended
December 31, 1997                                                                                  (31,923)
                                            ---------------------------------------------------------------
Balance, December 31, 1997                     891,963              891           236,883          (31,923)

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

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

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

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

</TABLE>


   The accompanying notes are an integral part of these financial statements

                                       F-6

<PAGE>


<TABLE>

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

                                                                           Common Stock           Paid In         Retained
                                                                Shares           Amount           Capital         Earnings
                                                       --------------------------------------------------------------------
<S>                                                         <C>             <C>               <C>              <C>

03/26/98
Shares Issued for Cash at $9.33
Per Share Retroactively Restated                                14,142               14           131,986

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

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

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

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

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

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

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

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

</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-7

<PAGE>


<TABLE>

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

                                                                              Common Stock        Paid In         Retained
                                                                Shares           Amount           Capital         Earnings
                                                       --------------------------------------------------------------------
<S>                                                       <C>                    <C>              <C>           <C>
11/03/98
Shares Issued for Cash at $0.42 Per
Share Retroactively Restated                                    45,000               45            18,705

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

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

Rounding Adjustment                                               (425)

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

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

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

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

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

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

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

</TABLE>



    The accompanying notes are an integral part of these financial statements

                                       F-8

<PAGE>


<TABLE>

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

                                                                 Common Stock           Paid In         Retained
                                                      Shares           Amount           Capital         Earnings
                                              -------------------------------------------------------------------
<S>                                            <C>                      <C>            <C>

04/20/99
Shares Returned by Terminated
Employee                                              (9,999)             (10)               10

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

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

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

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

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

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

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

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

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



    The accompanying notes are an integral part of these financial statements

                                       F-9

<PAGE>


<TABLE>

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

                                                                             Common Stock         Paid In         Retained
                                                                Shares           Amount           Capital         Earnings
                                                       --------------------------------------------------------------------
<S>                                                        <C>                   <C>           <C>

09/22/99
Shares Issued for Legal Services
at $4.00 Per Share                                               1,000                1             3,999

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

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

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

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

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

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

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

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

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

    The accompanying notes are an integral part of these financial statements

                                      F-10

<PAGE>



<TABLE>

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

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

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

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

Rounding Adjustment                                    (80)

Paid In Capital - Options                                                              68,625

Contributed Capital                                                                    75,039

Net Profit for Year Ended
December 31, 1999                                                                                      (46,917)
                                           --------------------------------------------------------------------
Balance, December 31, 1999                       9,940,353   $        9,940   $     2,869,688     $   (357,419)
                                           ====================================================================
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                      F-11

<PAGE>


<TABLE>
<CAPTION>

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

                                                                               December          December         December
                                                                               31, 1999          31, 1998         31, 1997
                                                                         ---------------  ----------------  ---------------
<S>                                                                       <C>                 <C>              <C>

Cash Flows from Operating Activities
   Net (Loss)                                                                  $(46,917)        $(278,579)       $(31,923)
   Adjustment to Reconcile Net Income (Loss) to
     Net Cash Provided by Operating Activities;
       Amortization                                                             191,696           110,592              -0-
       Depreciation                                                             233,857            35,299              -0-
       Write off of Impaired Asset                                                  -0-           607,844              -0-
       Forgiveness of Debt                                                          -0-            (4,520)             -0-
       Non Cash Expenses                                                        131,654             8,194              -0-
       Rounding                                                                     -0-                (2)  (            1)
       Provisions for Bad Debt                                                   71,800               -0-              -0-
       Write Off Uncollectible Fees Receivable                                  180,030               -0-              -0-
       Options Issued Expense                                                    68,625               -0-              -0-
   Change in Operating Assets & Liabilities;
     (Increase) Decrease in Fees Receivable                                    (548,977)         (962,249)             -0-
     (Increase) Decrease in Prepaid Expenses                                    (64,457)           (3,448)             -0-
     (Increase) Decrease in Security Deposits                                    (3,594)          (13,626)             -0-
     (Increase) Decrease in Interest Receivable                                  (2,632)              -0-              -0-
     (Increase) Decrease in Employee Receivable                                 (51,312)              -0-              -0-
     Increase in Accounts Payable                                               280,177            23,844              -0-
     Increase in Accrued Expenses                                                13,471               -0-              -0-
     Increase in Taxes Payable                                                   11,571               -0-              -0-
     (Decrease) Increase in Accrued Interest                                     27,605            12,565              -0-
     (Decrease) Increase in Accrued Wages                                        32,130            17,800              -0-
     Increase in Loan Receivable                                                    -0-               -0-        (125,000)
     Increase in Customer Deposits                                               35,880               -0-              -0-
                                                                         ---------------  ----------------  ---------------
         Net Cash Provided (Used) in Operating Activities                       560,607          (446,286)       (156,924)

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

    The accompanying notes are an integral part of these financial statements

                                      F-12

<PAGE>




<TABLE>

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

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

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

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

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

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

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

Significant Non Cash Transactions
   Issued 5,134,500 Shares to Acquire
     Interactive Gaming & Wagering, Inc., NV.                            $          -0-   $       148,887              -0-
   Issued 1,423,500 Shares to Incorporators                                         -0-               474              -0-
   Issued 8,160 Shares for Legal Services                                           -0-             2,720              -0-
   Issued 888,696 Shares for Programing Services                                    -0-           222,174              -0-
   Issued 15,000 Shares for Services                                                -0-             5,000              -0-
   Issued 39,000 Shares for Prepaid Public Relations                            130,000               -0-              -0-
   Issued 6,000 Shares for Interest Expense                                       2,250               -0-              -0-
   Issued 9,000 Shares for Consulting Services                                   27,000               -0-              -0-
   Issued 3,000 Shares for Consulting Services                                   10,000               -0-              -0-
   Issued 690 Shares for Furniture                                                2,300               -0-              -0-
   Issued 6,000 Shares for Legal Services                                        20,000               -0-              -0-
   Issued 1,000 Shares for Legal Services                                         4,000               -0-              -0-
   Issued 1,500 Shares for Technology                                             6,000               -0-              -0-
   Issued 163,500 Shares for Acquisition of
     Prevail OnLine, Inc.                                                       400,000               -0-              -0-
   Issued 500 Shares for Consulting Services                                      1,905               -0-              -0-
</TABLE>



    The accompanying notes are an integral part of these financial statements

                                      F-13

<PAGE>


<TABLE>

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

                                                                                December         December         December
                                                                               31, 1999          31, 1998         31, 1997
                                                                         ---------------  ----------------  ---------------
<S>                                                                           <C>                 <C>           <C>

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


</TABLE>



    The accompanying notes are an integral part of these financial statements

                                      F-14

<PAGE>



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

NOTE #1 - Organization

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

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

NOTE #2 - Significant Accounting Policies

A.   The Company uses the accrual method of accounting.

B.   Revenues and directly  related  expenses  are  recognized  in the period in
     which they occur.  Revenues and related  expenses are  recognized  from the
     sale of the licenses when  persuasive  evidence of an  arrangement  exists,
     delivery of access to the software has  occurred,  the license fee has been
     determined and collectability of the license fee is probable.  License fees
     are billed to be paid in three  installments over a relatively short period
     of time, usually within ninety days.

C.   The Company  considers all short term,  highly liquid  investments that are
     readily  convertible,  within  three  months,  to  known  amounts  as  cash
     equivalents. The Company currently has no cash equivalents.

D.   Basic  Earnings  Per Shares are  computed by dividing  income  available to
     common  stockholders  by the  weighted  average  number  of  common  shares
     outstanding during the period. Diluted Earnings Per Share shall be computed
     by including  contingently issuable shares with the weighted average shares
     outstanding during the period. When inclusion of the contingently  issuable
     shares would have an antidilutive effect upon earnings per share no diluted
     earnings per share shall be presented.

E.   Consolidation Policies: The accompanying  consolidated financial statements
     include the  accounts of the  company  and its  wholly-owned  subsidiaries.
     Inter-company   transactions   and  balances   have  been   eliminated   in
     consolidation.

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

G.   Estimates:  The preparation of the financial  statements in conformity with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and assumptions that affect the amounts reported in the financial
     statements and accompanying  notes.  Actual results could differ from those
     estimates.

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


                                      F-15

<PAGE>



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

NOTE #2 - Significant Accounting Policies -Continued-

I.       Stock  Options are valued at the  difference in the market price of the
         shares on the day of the grant and the present value of the shares at a
         risk free discounted rate for the option period. When restricted shares
         are to be  acquired  by exercise of the options the Company may apply a
         marketability discount to the deemed value of the options.
J.       Websites;  Internal and external costs incurred to develop websites are
         capitalized.  Costs are capitalized  when its probable that the website
         will be completed  and will be used to perform the  function  intended.
         When it is  probable  that  upgrades  and  enhancements  will result in
         additional  functionality such costs are capitalized.  Websites will be
         considered  to be  impaired  that  it no  longer  provides  substantial
         service potential, or significant changes occur in the extent or manner
         in which the website is used.  Impairment  write off will be recognized
         in the period when impairment is deemed by management to have occurred.

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

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

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


                                      F-16

<PAGE>



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

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


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

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

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

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

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

NOTE #5 - Stockholders' Equity

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

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.


                                      F-17

<PAGE>



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

NOTE #5 - Stockholders' Equity -Continued-

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

The Company recognized cost of options issued of $22,027 as expense in 1999 with
an offset  increase to paid in capital of  $22,027.  The value of the option was
derived by taking the market  price of the shares at December 31, 1999 which was
$1.00,  applying a discount  rate of 5.5%.  The  present  value of the shares is
$.8516  (1.00 / 1.0553 = .8516).  The deemed value of the options is the current
market price minus the present value ($1.00 - .8516 = $.1484). Because shares to
be received will be restricted  shares,  the option cost has been  discounted by
34% to $0.0979 per option.  If options are not exercised by December 31, 2001 no
adjustment to future  earnings  would be made and paid in capital will remain as
presented immediately following the grant of the options.

At December 31, 1999, the Company granted  475,500  options to purchase  422,000
shares  of  common  stock at $1.25,  5,300  shares of common  stock at $1.50 and
48,200 shares of common stock at $1.67.  All of the options expire  December 31,
2002.  The Company  booked as an expense for the options  $46,598.  The cost was
computed using the following  methodology.  A discount rate of .055% was used to
compute  the present  value of the shares to be acquired no later than  December
31, 2002.  Using the discount  rate and the market price of $1.00 per shares the
present  value of the shares was $.902.  The value of the  options is  therefore
$.098.

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.


                                      F-18

<PAGE>



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

NOTE #5 - Stockholders' Equity -Continued-

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

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

NOTE #6 - Property, Equipment and Depreciation

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

<TABLE>
<CAPTION>

                                                                                Depreciation                  Accumulated
                                                                                Expenses                      Depreciation
                                                                -----------------------------------------------------------
Assets                        1999 Cost     1998 Cost    Life           1999            1998           1999           1998
---------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>            <C>     <C>             <C>           <C>             <C>

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


                                      F-19

<PAGE>



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

NOTE #7 - Notes Payable

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

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

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

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

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


                                       F-20

<PAGE>



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

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

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

On February 27, 1998, IBC issued 589,287 shares to the  shareholders  of BSW. In
March  1998,  IBC  suspended  financing  for  BSW  and the  Board  of  Directors
authorized a  Rescission  of the  Agreement of Purchase and Sale.  On August 13,
1998, IBC believes it only had temporary  control of BSW and in accordance  with
FASB 94, P. 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 publically held corporation.  From
April 6, 1998 to August 27, 1998, Global Entertainment Holdings/ Equities, Inc.,
had issued  5,586,688  shares  (retroactively  restated)  under the terms of the
Merger  Agreement these shares become 8,380,040  retroactively  restated shares.
The  exchange  of the  shares  gave the  shareholders  of  Global  Entertainment
Holdings/Equities,  Inc.,  control of IBC,  the Legal  Acquirer.  For  statement
presentation Global Entertainment  Holdings/Equities,  Inc., has been considered
to be the  accounting  acquirer.  On September 30, 1998, IBC changed its name to
Global Entertainment Holdings/Equities, Inc.

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

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

ABP,  No.,  16, P. 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.

                                      F-21

<PAGE>



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

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

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.  Accordingly,  the financial  statements  herewith are those of Global
Entertainment Holdings/Equities, Inc.

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

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

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

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

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

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


                                      F-22

<PAGE>



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

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                              824,270               2018
       1999                              765,016               2019

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

<TABLE>
<CAPTION>

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

                                                                                         Netherlands
                                                            Total               USA         Antilles
                                                   ---------------  ----------------  ---------------
         Net Income (Loss)                         ($      46,917)  ($      765,016)  $      718,099
         Add Non Deductible Permanent Adjustments           4,352             4,352              -0-
                                                   ---------------  ----------------  ---------------

         Net Operating Loss Carryforwards          (      856,193)  (       856,193)             -0-
                                                   ---------------  ----------------  ---------------
         Adjusted Taxable Income                   ($     898,758)  ($    1,616,857)  ($     718,099)
                                                   ===============  ================  ===============
         Current Income Taxes Payable              $       11,571   $           -0-   $       11,571
</TABLE>



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

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


                                      F-23

<PAGE>



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

NOTE #11 - Operating Lease Obligations

The Company leases office  facilities in Omaha,  Nebraska.  The lease  commenced
February 1, 1999 and terminates January 31, 2004. Lease obligations for the term
of the lease are as follows;

                                           Year                       Amount
                                           ----------------------------------
                                           2000                       15,850
                                           2001                       16,150
                                           2002                       16,450
                                           2003                       16,750
                                           2004                        1,400
                                                             ----------------
                                             Total           $        66,600
                                                             ================

The subsidiary leases office facilities in Curacao,  Netherlands  Antilles.  The
lease  commences  January  1,  1999 and  terminates  December  31,  2002.  Lease
obligations for the term of the lease are as follows:

                                           Year                       Amount
                                           ----------------------------------
                                           2000                      124,760
                                           2001                      124,760
                                           2002                       69,698
                                                             ----------------
                                             Total           $       319,218
                                                             ================
NOTE #12 - Accounts Receivable
<TABLE>

The Company has the following accounts receivable as follows;
<CAPTION>

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

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


                                      F-24

<PAGE>



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

NOTE #13 - Commitments and Contingencies

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

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

NOTE #14 - Related Party Transactions

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

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

NOTE #15 - Litigation

Pursuant to an  Agreement  of  Purchase  between  Masadi  Resources,  Inc.,  and
Beverage  Source  Worldwide)  Inc.,  dated November 26, 1997, the Company issued
1,375,000  (pursuant to a three (3) for one (1) stock split) 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.  By mutual  consent,  the  parties  to the
purchase and Sale Agreement, dated November 26, 1997, agreed to a rescission. On
May 5, 1998,  the Company filed a Complaint in the Superior Court of California,
County  of San  Diego,  alleging  that  from the  closing  of the  Agreement  of
Purchase,  officers  and  directors  of Beverage  Source  Worldwide,  Inc.,  had
breached their respective  duties,  obligations and agreements with the Company,
secreting   and/or   attempting   to  secret  the  Companies   assets,   moving,
transferring,  assigning conveying encumbrances,  sequestering, using, disposing
of,  or  shifting,  any and  all of the  assets  and  property  of the  Company,
wrongfully withdrawing monies from the Corporate bank accounts, misappropriating
company funds,  co-mingling  the operating  expenses and costs of  International
Beverage  Corporation or its wholly owned subsidiary  Beverage Source Worldwide,
Inc., with independent business of the officers and directors named in the suit.
The Company filed suit against  Beverage  Source  Worldwide,  Inc. and the trial
took place on November 8, 1999.


                                      F-25

<PAGE>



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

NOTE #15 - Litigation -Continued-

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

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

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

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

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

On February  22, 2000,  Mark A.  Darnell,  entered into a Settlement  Agreement,
Compromise and Mutual Release of Claim setting aside the Superior Court's ruling
of November 9, 1999,  with a Request for Dismissal  with Prejudice of San Diego,
County  Superior  Court Case No.,  721-027 and to  indemnify,  defend,  and hold
Global  harmless and free from and against any and all  liability,  loss,  cost,
damage and expense (including,  without limitation,  reasonable  attorneys' fees
and court costs) directly or indirectly arising out of or based upon any breach,
by Darnell,  of any of the terms of this  Settlement  Agreement,  Compromise and
Release of Claim and/or Darnell's failure to keep, perform, fulfill, and observe
all of the terms, covenants, obligations, agreements, and conditions required to
be kept,  performed,  fulfilled,  or observed by him, under, or with respect to,
this Agreement from and after execution and delivery of this Agreement.

Global  agreed to do the  following;  Global shall make payments to Darnell in a
total sum of  Seventy-Five  Thousand  Dollars  ($75,000),  payable  as  follows;
Thirty-Five Thousand Dollars ($35,000) payable via wire transfer on February 23,
2000, Twenty Thousand ($20,000),  payable via wire transfer on or before May 18,
2000 and Twenty  Thousand  Dollars  ($20,000)  payable  via wire  transfer on or
before August 18, 2000.

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

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

                                      F-26

<PAGE>




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

NOTE #16 - Economic Dependency

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

NOTE #17 - Segment Information

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>

                                                                 Prevail           Global       Netherlands
                                                                   USA              USA          Antilles            Total
---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>               <C>              <C>               <C>
License Fees                                1999       $           -0-   $          -0-   $       445,000   $      445,000
                                            1998                   -0-              -0-           150,000          150,000
                                            1997                   -0-              -0-               -0-              -0-
Royalty Fees                                1999                   -0-              -0-         1,983,773        1,983,773
                                            1998                   -0-              -0-           812,018          812,018
                                            1997                   -0-              -0-               -0-              -0-
Hosting Income                              1999                   -0-              -0-           159,090          159,090
                                            1998                   -0-              -0-            18,545           18,545
                                            1997                   -0-              -0-               -0-              -0-
Advertising Income                          1999               233,736              -0-               -0-          233,736
Operating Expenses                          1999               196,322          695,094         1,910,102        2,801,520
                                            1998                   -0-          842,083           401,141        1,243,224
                                            1997                   -0-           32,948               -0-           32,948
Other Income (Expenses)                     1999                   107   (       59,353)            3,821   (       55,425)
                                            1998                   -0-   (       15,918)              -0-   (       15,918)
                                            1997                   -0-            1,025               -0-            1,025
Provisions for Taxes                        1999                   -0-              -0-            11,571           11,571
                                            1998                   -0-              -0-               -0-              -0-
                                            1997                   -0-              -0-               -0-              -0-
Net Income (Loss)                           1999                37,521   (      856,352)          786,908   (       31,923)
                                            1998                   -0-   (      840,057)          561,477   (       46,917)
                                            1997                   -0-   (       31,923)              -0-   (       31,923)
Cash                                        1999                19,625            2,921           213,638          236,184
                                            1998                   -0-           80,444            41,978          122,422
                                            1997                   -0-          129,476               -0-          129,476
Accounts Receivable                         1999       $         7,200   $          -0-   $     1,504,026   $    1,511,226
                                            1998                   -0-              -0-           962,249          962,259
                                            1997                   -0-              -0-               -0-              -0-
Property of Equipment (Net)                 1999               579,893           66,300           993,942        1,640,135
                                            1998                   -0-            1,099            61,824           62,923
Other Assets                                1999                   -0-              -0-           135,195          135,195
                                            1998                   -0-           50,000           230,424          280,424
                                            1997                   -0-          201,375               -0-          201,375
</TABLE>

                                      F-27

<PAGE>





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

NOTE #18 - Restatement

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

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

                                               As Previously          As
                                                  Reported         Restated
                                             ----------------   ---------------
         Options Expense                              31,858           53,885
         Income (Loss) from Operations               (10,150)         (32,177)
         Paid In Capital                           2,832,921        2,854,948


                                       F-28




<PAGE>




ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

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

ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS

Name                                Age             Position
----                                ---             --------
Bryan Abboud(1)                     29              Director, Chairman/Treasurer
David S. Wintroub                   33              Director, President/CEO
Donald J. Lisa                      65              Director
Thomas Hawkins                      48              Secretary
R. Scott Van Kirk                   38              Director

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

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

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

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

David S. Wintroub:  Mr. Wintroub was appointed the  CEO/President of the Company
on January 18, 2000.  Mr.  Wintroub from 1995 to the present has worked with the
firm of,  Wintroub,  Rinden,  Sens & McCreary,  with offices in Omaha,  Chicago,

                                       17

<PAGE>


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.

Donald J. Lisa.  Mr. Lisa was  appointed  as a Director of the Company in August
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 has 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.

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

                                       18

<PAGE>



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.

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

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

ITEM 10.          EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>

                                                     Long Term Compensation
      Annual Compensation                                      Awards               Payouts    All Other Comp.
<S>                      <C>         <C>         <C>     <C>    <C>          <C>             <C>          <C>
      (a)                 (b)          (c)         (d)     (e)      (f)           (g)           (h)          (i)


Name and                               Other                      Restricted   Securities                    All
Principal                              Annual                       Stock      Underlying       LTIP        Other
Position                  Yr.          Salary     Bonus   Comp.     Award      Options/SARs    Payouts   Compensation
Steve Abboud(1)          1999         $48,000                       1,000
Director/Consultant

Bryan Abboud(2)          1999         $58,338                       1,000        176,000
Director/Treasurer

R Scott Van Kirk(3)      1999         $64,641                       1,000         84,000
Director/

Thomas Hawkins(4)        1999         $11,200                       3,000
Corporate Secretary

</TABLE>

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

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



                                       19

<PAGE>



(3) On  December  31,  1999 Mr.  Scott  Van Kirk  received  1,000  shares of the
Company's  restricted common stock at a market value of $1,000.00.  In addition,
on December 31, 1999, Mr. Van Kirk at a cost of $56.28 was issued 84,000 options
to purchase the Company's  common stock at an exercise price of $1.25 per share.
(4) On June 28, 1999, Mr. Thomas Hawkins  received 1,000 shares of the Company's
restricted  stock at a market  value of  $10,000  and on August  20,  1999,  Mr.
Hawkins received  additional  2,000 shares of the Company's  restricted stock to
reflect a 3 for 1 stock split.

ITEM 11.          SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following  table sets forth  information  as of September 1, 2000,  based on
information  obtained  from  the  persons  named  below,  with  respect  to  the
beneficial ownership of the Common Stock by (i) each person known by the Company
to own  beneficially  5% or more of the Common  Stock,  (ii) each  director  and
officer of the Company and (iii) all directors and officers as a group:

Name of Beneficial Owner             Shares owned Beneficially(1)      % Owned
------------------------                    ---------------------      -------
Steven Abboud(4)(5)(6)                      2,216,855                   21.4%
Joann Abboud(4)                               569,760                    5.5%
Masadi Financial(5)                           582,900                    5.6%
Shining Star(3)                               922,358                   15.7%

Name of Officers & Directors        Shares owned Beneficially(1)       % Owned
----------------------------        ----------------------------       -------
Bryan Abboud(2)(4)                          2,781,700                   26.9%
Scott Van Kirk                                 80,134                      *
David Wintroub                                  5,000                      *
Donald J. Lisa                                103,000                      *
Thomas Hawkins                                  3,000                      *

Officers & Directors as a group             2,972,834                   28.7%

* Less than 1%

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

Note (2) No officer, director or security holder listed above owns any warrants,
options or rights,  with the exception of Mr. Bryan  Abboud,  who has options to
purchase  an  additional  78,939  shares of the  Company's  common  stock.  (See
"Certain Relationships and Related Transactions.")

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

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

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

Note (6) Includes  1,507,259 shares  beneficially  owned by Mr. Steven Abboud as
result of his ownership of less than 100% of Masadi  Financial and Shining Star.
Mr. Abboud disclaims beneficial ownership of these shares.


                                       20


<PAGE>


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

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

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

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

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

On July 21,  1998,  Mr.  James  Zilligen,  by virtue of a  Subscription  Lending
Agreement with 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 $1.25 per share. On October 20, 1998, the market price for the
Company's  common  stock was  approximately  $8.00  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) Exhibits

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

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<PAGE>



Exhibit No.   Description of Document

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

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

(b) Form 8-K. The Company filed a Form 8-K as of January 7, 2000, in relation to
the Company's  litigation with Beverage Source Worldwide,  Inc. ("BSW") and Mark
A. Darnell.  This  litigation has since been fully settled and is discussed more
fully in Item 3 above.

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<PAGE>




                                   SIGNATURES


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

                                    Global Entertainment Holdings/Equities, Inc.



                                    /s/Thomas Hawkins
                                    -----------------------------------
                                    Thomas Hawkins/Corporate Secretary

                                    Date: October 11, 2000



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<PAGE>



                                INDEX TO EXHIBITS




Exhibit No.       Description of Document

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

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


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


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