SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-KSB
                               Amendment No. 1

(Mark One)

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

[     ] Transition report under section 13 or 15(d) of the Securities Exchange0
      Act of 1934, for the transition period from _________ to _________

Commission file number: 0-27637

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

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

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

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

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

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

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

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

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

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

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



<PAGE>



                              TABLE OF CONTENTS

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

      INDEX TO EXHIBITS.....................................................32



<PAGE>



Item 1.     Description of Business

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

Forward-Looking Information-General

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

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

1:1   Company Description

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

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

Interactive-Gaming & Wagering, N.V.

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


                                      1

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

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

Prevail Online, Inc.

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

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

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

Prevail has used the wheretobet.com website to sell banner advertising as its
source of revenue since the acquisition of the website. The wheretobet.com
website and the netbet.org domain name were acquired from an unrelated party for
a total sum of $700,000. At the acquisition date, Prevail tendered a down
payment of $75,000 and issued 120,000 post split shares with a put/call
provision. Prevail also signed a non interest bearing note of $225,000 payable
in nine monthly installments commencing one month from the closing date of the
Agreement. As of December 31, 2000 the notes had been paid in full.

                                      2

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1:2   Products and Services

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

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

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

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

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

Java Casino Games

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

1:3   Sales and Marketing Strategy

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

1:4   Competition

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



                                      3

<PAGE>


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

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

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

1:5   Technology

Continue Technology Development

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

Redundant High-Speed Network

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

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

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

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


                                      4

<PAGE>


Item 2.     Description of Property

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

Item 3.     Legal Proceedings

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

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

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

Item 5.     Market for Common Equity and Related Stockholder Matters

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

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


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

  1st Quarter 1999            $17.875                $6.25
---------------------  --------------------- ---------------------

  2nd Quarter 1999            $17.625               $10.125
---------------------  --------------------- ---------------------

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

  4th Quarter 1999             $4.00                $1.125
---------------------  --------------------- ---------------------

  1st Quarter 2000             $5.00                 $1.00
---------------------  --------------------- ---------------------

  2nd Quarter 2000             $2.00                 $1.00
---------------------  --------------------- ---------------------

  3rd Quarter 2000             $3.95                 $0.55
---------------------  --------------------- ---------------------

  4th Quarter 2000             $1.75                 $0.25
---------------------  --------------------- ---------------------

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

                                      5

<PAGE>


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

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

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

6:1   General

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

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

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

6:2   Growth Strategy

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


                                      6

<PAGE>


The Company intends to implement its business strategy by:

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

Expand Market Integration

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

6:3   Results of Operations

The Company's revenues increased over 62% to $4,572,489 for the year ended
December 31, 2000 as compared to $2,821,599 for the twelve months ended December
31, 1999, continuing the Company's unbroken string of substantial year to year
top line growth reports since its inception in 1997.

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

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



                                      7

<PAGE>



Selected Statement of Operations Information

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

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

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

For the fiscal year ended December 31, 2000, Prevail generated revenues of
$723,415, as compared to $233,736 for the year ended December 31, 1999. As of
December 31, 2000, Prevail revenue accounted for approximately 16% of the
Company's revenues for that period, as compared to 8% for the year ended
December 31, 1999. The Company anticipates Prevail will experience revenue
growth of more than 15% during each of the next three years.

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

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

                                      8

<PAGE>



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

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

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

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

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

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

6:4   Liquidity and Capital Resources

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


                                      9

<PAGE>



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

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

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

Net cash used for investing activities for the twelve months ended December 31,
2000 was $753,885 compared to $1,492,616 for the twelve months ended December
31, 1999. The decrease was primarily due to a decrease of computer equipment
purchases, indicating IGW is beginning to realize economies of scale from prior
asset investments. Net cash provided by financing activities for the twelve
months ended December 31, 2000, was $157,410, as compared to $1,045,771 for the
twelve months ended December 31, 1999, indicating that the Company has become
profitable and can support itself from internally generated funds.

Item 7.      Financial Statements

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


                                      10

<PAGE>



CLYDE BAILEY P.C.
------------------------------------------------------------------------------
                                                  Certified Public Accountants
                                                      10924 Vance Jackson #404
                                                      San Antonio, Texas 78230
                                                          (210) 699-1287(ofc.)
                                         (888) 699-1287   (210) 691-2911 (fax)

                                                                       Member:
                                                   American Institute of CPA's
                                                        Texas Society of CPA's

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

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

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

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the Company and
subsidiaries as of December 31, 2000, and the consolidated results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.

                                    /s/  Clyde Bailey
                                    Clyde Bailey
                                    Certified Public Accountant

January 15, 2001













                                     F-1

<PAGE>


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

                                     A S S E T S

Current Assets:
    Cash & Cash Equivalents                       $      164,455
    Accounts Receivable Net of Provision                 556,085
       for Bad Debts of $119,590
    Note Receivable                                      550,000
    Prepaid Expenses                                      21,685
    Interest Receivable                                    2,933
    Employee Accounts Receivable                          28,490
                                                 ---------------

       Total Current Assets                                       $   1,323,648

Property & Equipment
    Automobile- Net                                       45,295
    Proprietary Software- Net                            490,552
    Other Software - Net                                 103,448
    Office Improvements- Net                              22,433
    Computer Equipment- Net                              434,755
    Furniture & Fixtures- Net                             88,934
    Websites - Net                                       455,677
                                                 ---------------

       Total Property & Equipment                                     1,641,094

Long-Term Assets
    Note Receivable                                                   1,103,669

Other Assets
    Security Deposits                                     34,045
    Software Design & Development-Net                    108,419
                                                 ---------------

       Total Other Assets                                               142,464
                                                                ---------------

       Total Assets                                              $    4,210,875
                                                                ===============





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


                                        F-2

<PAGE>



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

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

Current Liabilities
    Accounts Payable                                     445,312
    Accrued Expenses                                      28,262
    Accrued Interest                                      33,704
    Current Portion- Capital Leases                       17,856
    Current Portion- Notes Payable                       983,000
    Note Payable- Line of Credit                           5,844
    Income Taxes Payable                                  28,483
                                                 ---------------
       Total Current Liabilities                                  $   1,542,461

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

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


Stockholders' Equity
    Preferred Stock, 25,000,000 Shares Authorized,
       at $.001 Par Value, None Issued
    Common Stock, 100,000,000 Shares Authorized           10,406
       Par Value of $.001;
       10,406,540 Shares Issued with Outstanding
    Paid in Capital                                    3,215,932
    Retained Earnings(Deficit)                         (139,757)
    Treasury Stock, at Cost                            (447,300)
                                                 ---------------
       Net Stockholders' Equity                                       2,639,281
                                                                 --------------
       Total Liabilities and Stockholders' Equity                $    4,210,875
                                                                 ==============




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


                                F-3


<PAGE>


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

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

Expenses
       Bad Debt Provision                                47,790          71,800
       Uncollectible Fees Written Off                    81,152         180,030
       Depreciation & Amortization                      762,382         425,553
       Rents                                            340,538         225,593
       Professional Fees                                119,297         138,058
       Travel                                           122,814          57,904
       Financial & Investor Relations                    87,880         149,829
       Administrative Expenses                          502,779         461,797
       Consulting                                     1,379,441         749,334
       Advertising                                      316,696          72,906
       Litigation Settlement                                  -          75,000
       Bandwidth Expenses                               599,804         125,091
       Options Issued Expenses                                -          68,625
                                                   ------------    ------------
          Total Expenses                           $  4,360,573    $  2,801,520
                                                   ------------    ------------

Income (Loss) from Operations                           211,916          20,079

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

       Income Before Taxes                              234,574        (35,346)

       Provisions for Income Tax                       (16,912)        (11,571)
                                                   ------------    ------------
          Net Income                               $    217,662    $   (46,917)
                                                   ============    ============

       Basic Earnings Per Share                    $      0.021    $    (0.005)
       Diluted Earnings Per Share                  $      0.018    $    (0.004)

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

Weighted Average Shares & Options                    12,062,120     11,001,782
       Outstanding





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


                                     F-4

<PAGE>


          GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
                           Statements of Cash Flows
         For the Twelve Month Period Ended December 31, 2000 and 1999


Cash Flows from Operating Activities
       Net Income (Loss)                              $    217,662     (46,917)

       Adjustments to Reconcile Net Income (Loss) to
         Net Cash Provided(Used) to Operating Activities;
            Depreciation & Amortization                    762,382      425,553
            Write off Uncollectible Fees Receivable         81,152      180,030
            Options Issued Expense                               -       68,625
            Provisions for Bad Debt                         47,790       71,800
            Non Cash Expenses                              110,481      131,654
       Change in Operating Assets  & Liabilities
         (Increase) Decrease in Fees Receivable            832,150    (548,977)
         (Increase) Decrease in Prepaid Expenses            46,256     (64,457)
         (Increase) Decrease in Security Deposits         (16,825)      (3,594)
         (Increase) Decrease in Interest Receivable          (301)      (2,632)
         (Increase) Decrease in Employee Receivable         22,822     (51,312)
         (Increase) Decrease in Notes Receivable       (1,653,669)            -
         (Decrease) Increase in Accounts Payable           135,419      280,177
         (Decrease) Increase in Accrued Expenses            14,791       13,471
         (Decrease) Increase in Taxes Payable               16,912       11,571
         (Decrease) Increase in Customer Deposits         (35,880)       35,880
         (Decrease) Increase in Accrued Interest           (6,466)       27,605
         (Decrease) Increase in Accrued Wages             (49,930)       32,130
                                                      ------------  -----------
Net Cash Provided (Used in) to Operating Activities   $   524,746    $  560,607
                                                      ------------  -----------

Cash Flows from Investing Activities
         Purchase of Websites                                    -    (402,813)
         Purchase of Software Design & Development         (2,565)     (27,857)
         Purchase of Proprietary Software                (615,800)           -
         Purchase of Automobile                                  -     (70,949)
         Purchase of Package Software                     (16,813)    (110,151)
         Purchase of Office Improvements                   (7,396)     (23,931)
         Purchase of Computer Equipment                   (94,255)    (725,035)
         Purchase of Furniture & Fixtures                 (17,156)    (131,780)
                                                      ------------  -----------
            Net Cash (Used) in Investing Activities   $  (753,985)  $(1,492,516)
                                                      ------------  -----------




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



                                     F-5

<PAGE>


          GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC. & SUBSIDIARIES
                           Statements of Cash Flows
         For the Twelve Month Period Ended December 31, 2000 and 1999

Cash Flows from Financing Activities
         Increase( Decrease) in Capital Lease Liabilities        -       66,414
         Payment on Capital Leases                        (19,691)     (12,760)
         Increase (Decrease) in Notes Payable              418,000      525,000
         Payment on Notes Payable                         (29,849)    (175,000)
         Treasury Stock                                  (447,300)            -
         Contributed Capital                                     -       46,782
         Sale of Common Stock                              236,250      595,335
                                                      ------------  -----------
      Net Cash Provided(Used) by Financing Activ$ties      157,410    1,045,771
                                                      ------------  -----------
      Increase (Decrease) in Cash & Cash Equivalents       (71,829)     113,862

      Cash & Cash Equivalents at Beginning of Period       236,284      122,422
                                                      ------------  -----------
            Cash & Cash Equivalents at End of Period  $    164,455  $   236,284
                                                      ------------  -----------
Supplemental cashflow information:
       Interest Expense                                     29,760       59,353
       Income Taxes                                              -            -























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


                                     F-6

<PAGE>


<TABLE>
<CAPTION>

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

                                Common Stock     Treasury Stock
                                ------------------------------------
                                                $0.001                    Paid-In    Accumulated   Stockholders'
                                               --------
                                Shares    Par Value    Shares   Amount    Capital    Deficit       Equity
                                --------------------------------------------------------------------------------
           <S>                     <C>        <C>       <C>       <C>       <C>         <C>            <C>
Balance, December 31, 1999      9,455,682    9,456                       1,450,313    (310,502)     1,149,267

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

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

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

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

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

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

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

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

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


</TABLE>




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


                                           F-7

<PAGE>


<TABLE>
<CAPTION>

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

                                Common Stock     Treasury Stock
                                ------------------------------------
                                                $0.001                    Paid-In    Accumulated   Stockholders'
                                               --------
                                Shares    Par Value    Shares   Amount    Capital    Deficit       Equity
                                --------------------------------------------------------------------------------
           <S>                     <C>        <C>       <C>       <C>       <C>         <C>            <C>
6/25/99
Shares Issued for Consulting    3,000        3                               9,997                    10,000
Services at $3.33 per Share

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

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

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

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

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

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

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

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

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


</TABLE>


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


                                           F-8

<PAGE>

<TABLE>
<CAPTION>

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

                                Common Stock     Treasury Stock
                                ------------------------------------
                                                $0.001                    Paid-In    Accumulated   Stockholders'
                                               --------
                                Shares    Par Value    Shares   Amount    Capital    Deficit       Equity
                                --------------------------------------------------------------------------------
           <S>                     <C>        <C>       <C>       <C>       <C>         <C>            <C>
11/05/99
Shares Issued for Consulting       500        1                              1,904                    1,905
at $3.81 per share

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

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

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

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

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

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

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

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

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

Contributed Capital                                                         75,039                   75,039


</TABLE>



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


                                           F-9

<PAGE>

<TABLE>
<CAPTION>

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

                                Common Stock     Treasury Stock
                                ------------------------------------
                                                $0.001                    Paid-In    Accumulated   Stockholders'
                                               --------
                                Shares    Par Value    Shares   Amount    Capital    Deficit       Equity
                                --------------------------------------------------------------------------------
           <S>                     <C>        <C>       <C>       <C>       <C>         <C>            <C>
Net Income (Loss)                                                                      (46,917)     (46,917)

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

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

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

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

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

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

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

Rounding                                                                      (20)                     (21)
Treasury Stock, at Cost                             174,500    (447,300)                          (447,300)

Net Income (Loss)                                                                      217,662     217,662

                              -------------------------------------------------------------------------------
Balance December 31, 2000     10,406,540  $10,406   174,500   $(447,300) $3,215,932   $(139,757) $2,639,281
                              ===============================================================================


</TABLE>







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


                                           F-10

<PAGE>


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


NOTE  #1 - ORGANIZATION

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

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

NOTE #2 - SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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


                                           F-11

<PAGE>


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



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

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

Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash and cash
equivalents, accounts receivable and payable, accrued and other current
liabilities and current maturities of long-term debt approximate fair value due
to their short maturity.

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

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

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

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

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

The Company is actively pursuing web-site development. The Company has adopted
"Financial Accounting Standards Board Emerging Task Force Consensus 00-2 (FASB
EITF 00-2): Accounting for Website Development Costs." The adoption of this
procedure relates to the accounting for costs of internal software, requires
that costs of developing web applications and infrastructure, as well as cost of
graphic development, be capitalized, rather than the historical common practice
of same period expense. Costs of website planning and operation continue to be
expensed as normal.

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



                                           F-12

<PAGE>


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


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

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

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

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

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

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

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

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



                                           F-13

<PAGE>


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


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

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

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

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

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

NOTE  #5 - STOCKHOLDERS' EQUITY

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

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

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

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




                                           F-14

<PAGE>


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


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

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

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

<TABLE>
<CAPTION>

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


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

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

The following information is presented with respect to the Company's stock
options:
                                              Number            Weighted Average
                                              Of Shares         Exercise Price
                                              ---------         ----------------

Outstanding at December 31, 1997                     -                     -
  Granted                                       225,000                  0.60
  Exercised                                          -                     -
  Cancelled                                          -                     -

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

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

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



                                           F-15

<PAGE>


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


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

                                                For the Years Ended December 31,

                                                    2000           1999

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

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

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

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

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

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

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

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.



                                           F-16

<PAGE>


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


NOTE #6 - PROPERTY, EQUIPMENT AND DEPRECIATION

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

<TABLE>
<CAPTION>

      Assets            2000     1999                2000           1999        Accumulated
                        Cost     Cost      Life   Depreciation   Depreciation   Depreciation     Basis
     <S>                 <C>      <C>       <C>       <C>            <C>            <C>           <C>
Automobile              70,949    70,949     3       14,189         11,465         25,654       45,295
Proprietary Software   613,235       -0-     3      122,683            -0-        122,683       490,55
Other Software         134,253   117,440     3       22,316         28,222         30,805      103,448
Office Improvements     33,297    25,901     5        6,659          4,205         10,864       22,433
Computer Equipment     910,124   801,234     3      264,954        183,906        475,369      434,755
Websites               790,643   802,813     3      270,050         64,916        334,966      455,677
Furniture & Fixtures   173,026   155,870     3       49,510         28,222         84,092       88,934
      Total          2,725,527 1,974,207            750,361        298,773      1,084,433    1,641,094
Software Design for
         Licensing     357,812   355,347     3       12,021        126,780        249,393      108,419

</TABLE>

NOTE #7 - NOTES PAYABLE

The Company has the following notes payable obligations.
                                                            2000         1999
   Note Payable to an Individual, Interest at 10%,
      Due Date March 31, 2001                             $ 115,000    $ 100,000
   Note to a Related Party at 8% Interest, Due on Demand    115,000      115,000
   Note to a Related Party 10% Interest, Due March 31,2001   25,000      225,000
   Note to an Unrelated Party, No Interest, Due June 2000       -0-      125,000
   Note to Seller of Website, Due on Demand                 250,000          -0-

   Convertible Debt
   Note to Related Party, dated July 18, 2000, 10% interest  40,000          -0-
     paid monthly, Convertible at $.50 per share before
     August 1, 2001.
   Note to Unrelated Party, dated August 11, 2000,           50,000          -0-
     10% Interest, paid monthly, Convertible at $1.50
     per share before October 1, 2001.
   Note to Related Party, dated August 2, 2000, 10% Interest 10,000          -0-
     paid monthly, Convertible at $.50 per share before
     March 31, 2001.
   Note to Unrelated Parties, dated August 30, 2000,        178,000          -0-
     10% Interest, paid monthly, Convertible at $1.50
     per share before September 1, 2001.

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



                                           F-17

<PAGE>

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


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

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


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

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

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

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

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



                                           F-18

<PAGE>


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


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

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

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

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

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

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

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

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

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

The stock that is to be transferred to Sellers contained therewith a put and
call provision as follows; (i) Sellers will have the right to put the stock to
the Purchaser anytime after six (6) months from the closing, but before twelve
(12) months from the closing at the net price of $400,000 (US); (ii) The
Purchaser will have the right to call the stock from Sellers anytime after six
(6) months from the closing but before twelve (12) months from closing at the
net price of $800,000 (US).

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

Earnings per Share
Basic earnings (loss) per share is computed by dividing the earnings and losses
allocated to each class of equity by the weighted average number of shares
outstanding for each class during the period. Diluted earnings (loss) per share
is computed the same as basic earnings (loss) per share except the denominator
is adjusted for the effect of common share equivalents outstanding.



                                           F-19

<PAGE>


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


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

<TABLE>
<CAPTION>
                                             For the Years Ended December 31,
                                             --------------------------------
                                             2000     Per Share   1999     Per Share
                                                      Amount               Amount
          <S>                                 <C>       <C>        <C>       <C>
EARNINGS PER COMMON SHARE
Net income (loss) available to common
   shareholders........................     $ 217,662            $ (46,917)
Weighted average common shares:
   outstanding.........................    10,289,578   0.021   10,301,282   (0.005)
Dilutive effect of convertible debt
   subordinated shares outstanding.........   252,000   0.001           -        -
Dilutive effect of weighted average stock
options outstanding.....................    1,520,543   0.002      700,500   (0.001)
Diluted common shares outstanding......   $12,062,120   0.018   11,001,782   (0.004)

</TABLE>

NOTE #10 - INCOME TAXES

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

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

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

                                               Dec. 31, 2000   Dec. 31, 1999

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

                                                                     Netherlands
                                             Total       USA         Antilles

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

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

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



                                           F-20

<PAGE>


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


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

NOTE #11 - OPERATING LEASE OBLIGATIONS

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

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

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

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

NOTE #12 - ACCOUNTS AND NOTES  RECEIVABLES

The Company has the following accounts receivable as follows as of December 31,
2000:

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

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

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



                                           F-21

<PAGE>

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


NOTE #13 - COMMITMENTS AND CONTINGENCIES

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

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

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

NOTE #14 - RELATED PARTY TRANSACTIONS

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

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

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

NOTE  #15 - LITIGATION

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

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

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

NOTE #16 - ECONOMIC DEPENDENCY

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


                                           F-22

<PAGE>

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


NOTE #17 - SEGMENT INFORMATION

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

<TABLE>
<CAPTION>

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

</TABLE>


NOTE #18 - SUBSEQUENT EVENTS

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



                                           F-23

<PAGE>



Item 8. Changes in and Disagreements with Accountants

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

Item 9.     Directors and Executive Officers

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

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

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

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

Donald J. Lisa. Donald J. Lisa was appointed as a Director of the Company in
August 2000, and was appointed the Company's President/CEO on November 1, 2000.
Since 1987, Mr. Lisa has continued his own intellectual property law firm and
his own mergers and acquisitions consulting business, Lisa & Company, both of
which businesses haves been diligently pursued for the last 13 years. From 1974
through 1987, Mr. Lisa worked for Motorola, Inc. in Schaumburg, Illinois, where
he held positions of Division Patent Counsel to the Automotive Products
Division, Executive Director Technology Asset Management, Vice President Patent
Department and Corporate Staff General Patent Counsel, Vice President and
Proprietary Rights Litigation Counsel, and finally, Vice President and Director
of Acquisitions where he was responsible for all acquisitions, joint ventures,
and divestiture activities, and for coordination of appropriate corporate
support functions and sector/group representation in such activities, including
accounting, international and domestic finance, human resources, and




                                            11

<PAGE>


law. From 1965-1974, Mr. Lisa rose to become a general partner in the New York
City based patent law firm of Kenyon & Kenyon. Mr. Lisa received his Masters of
Business Administration Degree from the University of Chicago Graduate School of
Business in 1987, his Juris Doctor Degree from Harvard Law School in 1965, and
his Bachelor of Science in Engineering Degree from the U.S. Naval Academy in
1957. Mr. Lisa was a U.S. Naval Officer between 1957-1962 serving as an all-
weather jet fighter pilot rising to the rank of Lieutenant and accumulating 1200
hours of first pilot time in high performance military jet aircraft with 350
total carrier landings (150 at night) aboard the USS Forrestal and USS
Independence.


David S. Wintroub.  Mr. Wintroub has served as a Director since January 18,
2000.  He also served as the Company's CEO/President from January 18, 2000 until
he resigned on October 31, 2000.  Mr. Wintroub from 1995 to the present has
worked with the firm of Wintroub, Rinden, Sens & McCreary, with offices in
Omaha, Chicago, Minneapolis, Des Moines and Austin, Texas, as an attorney and
specialized in Corporate and Internet Law. Mr. Wintroub has had significant
experience with many start-up internet companies, including on-line gaming, on-
line lottery, on-line sports handicapping, on-line news, on-line broadcasting
and many on-line retail sites selling items ranging from women's shoes to wine.
Mr. Wintroub's experience in on-line gaming included the initial legal research
into the legality of on-line gaming for several on-line gaming clients all of
whom have active and prosperous sites. Mr. Wintroub has also had significant
experience working on capitalization projects for his on-line clients.
Additionally, Mr. Wintroub has been heavily involved in lottery projects and on-
line lottery start-ups on the continent of Africa for one of his corporate
clients. Mr. Wintroub also has experience representing land-based and online
gaming clients like Harvey's Resorts and Casino, Inc. Mr. Wintroub earned his
undergraduate degree in English from the University of Nebraska at Lincoln in
1990 and his Juris Doctor from Creighton University in 1995.

Thomas Glaza.  Mr. Glaza accepted his appointment to the Company's board of
directors in February 2001.  Mr. Glaza recently retired from the MAPICS Corp.,
where he continues to provide occasional consulting services.  Mr. Glaza serves
on the boards of directors of one reporting company, On Line Power (NASDAQ. BB:
OPWR), a public start-up company who has patented a new type of power supply
which significantly reduces there size and heat dissipation while dramatically
increasing efficiency.  Between 1988 and 1998, Mr. Glaza held a variety of
positions, up to Vice President of Business Development and Strategy, for MAPICS
Corp.  His duties involved contract negotiations, establishing internal
corporate strategy, traditional activities of marketing, and co-ordination
programs with the corporate marketing organization.  From 1981 to 1988, Mr.
Glaza founded GMD, a private software development and services firm servicing
implementations of MAPICS and CAD systems where he served as CEO / COO.  From
1973 to 1980, Mr. Glaza held various managerial positions in the Manufacturing
Industry Marketing Department of the General Systems Division of the IBM Corp.
in Atlanta, which led to the development of MAPICS.  From 1970 to 1973, he was
the marketing manager for the IBM Branch Office in Portland, Oregon.  In 1959,
Mr. Glaza received his MBA from the University of Michigan, majoring in
statistics and marketing. In 1957, Mr. Glaza graduated with a BBA from the U of
Michigan where he majored in marketing and finance.

Thomas Hawkins. Mr. Thomas Hawkins has been the Corporation Secretary since June
of 1999. Mr. Hawkins has had twenty years experience in Investment Banking, and
Financial Business Consulting and has participated in raising debt and equity
venture capital for start-up to small business concerns through private
placements and public offerings. Currently, Mr. Hawkins is employed as a small
business financial consultant for both private and public companies. In such
capacity, he organizes and works with client companies in preparing and
conducting their Annual and/or Special Shareholders Meetings, acts as Inspector
of Election and Balloting and assists in the preparation of the minutes of the
meetings. He is currently assisting Marina Capital, Inc. (a Utah corporation)
and Beeper Plus, Inc., (a publicly traded Nevada corporation) in the development
of their Proxy Statements for their


                                            12

<PAGE>


scheduled Annual Shareholders Meetings. Mr. Hawkins has been responsible for
pricing, negotiating and structuring private placement offerings and initial
public offerings. He was a branch manager and stock-trader for Citiwide
Securities, Inc. As a stock-trader, he attained the distinction of being one of
the first minority OTC stock-traders in the country. In addition, Mr. Hawkins
was publisher for the Americana Corporate Finance Reporter, a national magazine
focusing on corporate finance strategies for small to medium sized companies.
Mr. Hawkins graduated from the University of Arizona with a BS Degree, in
Business and Public Administration. He was a member of Tip O'Neil's National
Democratic Speakers Club and has co-sponsored events surrounding the National
Democratic Black Caucuses in Washington, D.C. Mr. Hawkins has also coordinated
and conducted Investment Seminars.

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

All directors receive annual options to purchase 20,000 shares of the Company's
common stock. Such options bear exercise prices equal to the weighted average of
the common stock's closing price for the 30 days prior to the granting of such
options. Granting occurs at the annual shareholder meeting. All Directors are
reimbursed for out-of-pocket expenses incurred in connection with the Company's
business.

Item 10.    Executive Compensation

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

                               SUMMARY COMPENSATION TABLES

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


                                            13

<PAGE>


<TABLE>
<CAPTION>

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

</TABLE>

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

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

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

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

Name of Beneficial Owner(1)   Shares Owned Beneficially(2)     Percent Owned (2)
---------------------------   ----------------------------     -----------------
Steven Abboud (3) (4) (5)           2,317,604.5 (6)                  21.0%
Joann Abboud (4)                      666,260                         6.0%

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

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

*  Less than 1%

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


                                            14

<PAGE>


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

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

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

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

(6) Includes 90,000 shares beneficially owned by Steven Abboud by virtue of his
ownership of an option to purchase 90,000 shares of common stock through January
25, 2005, at the exercise price of $1.25 per share.

(7) Includes 424,936 shares beneficially owned by Bryan Abboud by virtue of his
ownership of (i) an option to purchase 150,000 shares of common stock through
January 31, 2005, at the exercise price of $1.00 per share, and (ii) an option
to purchase 20,000 shares of common stock through January 29, 2005, at an
exercise price of $1.25 per share, and (iii) an option to purchase 78,936 shares
of common stock through December 31, 2001, at an exercise price of $0.50 per
share, and (iv) an option to purchase 176,000 shares of common stock through
December 31, 2002, at an exercise price of $1.25 per share.

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

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

Item 12.    Certain Relationships and Related Transactions

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


                                        15

<PAGE>


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

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

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

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

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

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

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


                                            16

<PAGE>


Item 13.  Exhibits and Reports on Form 8-K

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

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




                                            17

<PAGE>


                                        SIGNATURES

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


Global Entertainment Holdings/Equities, Inc.

/s/ Donald J. Lisa
Donald J. Lisa, President & CEO


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

Signature                     Title                            Date


                              Chairman of Board of Directors,  March 23, 2001
------------------------      Treasurer
Bryan Abboud


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


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


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










                                            18

<PAGE>



                                    INDEX TO EXHIBITS



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

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

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

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








                                            19